**DISTILLER’S GRAINS MARKETING AGREEMENT**     THIS DISTILLER’S GRAINS MARKETING AGREEMENT (the “Agreement”), made and entered into this 3rdday of November, 2006, by and among One Earth Energy, LLC, an Illinois limited liability company(“One Earth Energy”), and United Bio Energy Ingredients, LLC, a Kansas limited liability company(“UBE”).**WITNESSETH:**          WHEREAS, One Earth Energy desires to sell and UBE desires to buy all the distiller’s grains(the “Distiller’s Grains”) produced at One Earth Energy’s ethanol plant located at Gibson City,Illinois (the “Plant”);     WHEREAS, the parties desire to purchase and sell such assets, and receive and provide suchservices, in accordance with the fees, price formula, payment, delivery and other terms set forthin this Agreement.     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants andconditions herein contained, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged by both parties, it is hereby agreed:     1. COMMITMENT AND TERM. Subject to the terms of this Agreement, One Earth Energyhereby agrees to sell, and UBE hereby agrees to purchase, all Distiller’s Grains produced at thePlant. The initial term of this Agreement shall be for thirty-six (36) months, commencing on thedate that the Plant begins operations to produce ethanol. The parties shall execute a memorandumsetting forth the actual date of commencement of the term. This Agreement shall be automaticallyrenewed for successive one (1) year terms thereafter unless either party gives written notice tothe other party of its election not to renew, not later than ninety (90) days prior to theexpiration of the initial term or the then current renewal term, as the case may be.     2. PRICE AND PAYMENT.          A. PRICE. UBE will provide Comprehensive Coproducts Marketing Services to One EarthEnergy which shall include an onsite merchandiser at the Plant. For the purposes of thisAgreement, the term “F.O.B. Facility Price” shall mean the actual net sales price that UBE invoicesbuyers of Distiller’s Grains. Fees begin with Plant startup and include all logistical shipmentcoordination, administration of sales contracts and assumption of accounts receivable and creditrisk. Rail car lease costs will be at an additional cost to One Earth Energy dependent uponutilization of rail for shipments of coproducts. Freight costs and insurance will be at anadditional cost to One Earth Energy.
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     UBE shall pay One Earth Energy for all Distiller’s Grains removed by UBE from the Plant asfollows: for DDGS, a price equal to Ninety Seven Percent (97.0%) of the F.O.B. Facility Pricecharged by UBE to its customers; for WDGS, a price equal to Ninety Six Percent (96.0%) of theF.O.B. Facility Price charged by UBE to its customers; for WMGS, a price equal to Ninety FivePercent (95.0%) of the F.O.B. Facility Price charged by UBE to its customers.     The percentages described above are subject to a minimum and maximum per ton, as per thefollowing chart example:                       Commission     Commission  Sales Price Min Cap Sales Price Max CapCoproduct Per Ton Per Ton Per Ton Per TonDDGS $41.75   1.25  $100.00   3.00 WDGS $18.75   0.75  $45.00   1.80 WMGS $20.00   1.00  $46.00   2.30      Using the example above, assuming 1,000 tons of DDGS are sold, if the Sales Price Per Tonfalls below $41.75 to $40.00, UBE’s commission will be capped at the 1.25 per ton minimum and UBE’scommission will remain the same as if the sales price were $41.75, i.e., $1,250.00. Assuming 1,000tons of DDGS are sold at the Sales Price Per Ton of $125.00, UBE’s commission will be capped at the3.00 per ton maximum Sales Price Per Ton of $100.00, or $3,000.00.          B. PAYMENT. On a daily basis, Weekends and Holidays excluded, One Earth Energy shallprovide UBE with certified weight certificates for the previous day’s shipments of Distiller’sGrains. UBE shall pay One Earth Energy the F.O.B. Plant Price defined in paragraph 2.A. above, forall properly documented shipments. Payment for such shipments shall occur so that payment for allshipments in each one week shipment period (Sunday through Saturday) is received on or before thesecond following Friday of such one week shipment period. UBE agrees to maintain accurate salesrecords and to provide such records to One Earth Energy upon request. One Earth Energy shall havethe right to audit UBE’s sales invoices at any time during normal business hours at the corporateoffice of UBE.          C. SALES CONFIRMATION. Each week’s Distiller’s Grains sales shall be evidenced by aseparate sales confirmation substantially in the form of Exhibit A attached hereto (“SalesConfirmation”). Each Sales Confirmation shall at a minimum specify the quantity and quality of theDistiller’s Grains; the delivery date; the purchase price; any applicable discount from thepurchase price; and such other information as the Parties may agree to include. Upon receipt ofthe Sales Confirmation, the Plant must execute and return the Sales Confirmation within three (3)business day(s) to UBE. If the Plant fails to respond by execution and return of the SalesConfirmation to UBE within three (3) business day(s) of its receipt of the same, said non-responseshall be deemed to be an acceptance of the Sales Confirmation.          D. BEST EFFORTS. UBE agrees to use its best efforts to achieve the highest resaleprice of Distiller’s Grains available under prevailing market conditions as judged by UBE.
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One Earth Energy’s sole and exclusive remedy for breach of UBE’s obligations hereunder shall be toterminate this Agreement.          E. COLLECTION. UBE shall be responsible for all customer billing and accountservicing, including, but not limited to, the collection of amounts owed UBE by its customers,shall bear all costs associated with such billing and collection activities, and shall assume alllosses due to failure of its customers to pay their account.          F. FUTURE SALES BY UBE. UBE shall not contract for the sale of Distiller’s Grains, toits customers, more than one hundred eighty (180) days in advance, unless One Earth Energyexplicitly approves the price and terms of any such contract and provides notice of such approvalto UBE. UBE will advise One Earth Energy weekly and update One Earth Energy monthly on alloutstanding contractual obligations, and the terms thereof.     3. FEES AND EXPENSES. Unless otherwise specifically provided for herein, and to theextent not already included in the price of the Distiller’s Grains, One Earth Energy shall beresponsible for any and all fees and reasonable and normal expenses, including but not limited tofees assessed by any State or other regulatory agency, incurred or assessed on any Distiller’sGrains, whether for licensing, dues, branding, packaging, inspecting, or otherwise. One EarthEnergy shall, as a result of its responsibility for such expenses, retain all rights to any name,branding, and packaging of the Distiller’s Grains upon termination of this Agreement.     4. DELIVERY AND TITLE.          A. PLACE. The place of delivery for all Distiller’s Grains purchased by UBE pursuantto this Agreement shall be F.O.B. Plant. UBE and its agents shall be given access to the Plant ina manner and at all times reasonably necessary and convenient for UBE and One Earth Energy to makedelivery as provided herein. UBE shall schedule the loading and shipping of all Distiller’s Grainspurchased hereunder. All labor and equipment necessary to load or unload trucks and rail carsshall be supplied by One Earth Energy without charge to UBE. The parties agree to handle theDistiller’s Grains in a good and workmanlike manner in accordance with the other’s reasonablerequirements and in accordance with normal industry practice. One Earth Energy shall maintain thetruck loading and rail car loading facilities in safe operating condition in accordance with normalindustry standards.          B. STORAGE. One Earth Energy shall provide storage space for not less than ten (10)full days production of Distiller’s Grains, based on normal operating capacity.          C. REMOVAL. UBE warrants and agrees to use its best efforts to remove Distiller’sGrains before the aforementioned storage limits are exceeded or, if later, three (3) days afternotice from One Earth Energy that the Plant’s operations are adversely affected by such storage.One Earth Energy shall be responsible at all times for the quantity, quality and condition of anyDistiller’s Grains in storage at the Plant.
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          D. LOADING AND UNLOADING SCHEDULE. UBE shall give to One Earth Energy a schedule ofquantities of Distiller’s Grains to be removed by truck or rail with sufficient advance noticereasonably to allow One Earth Energy to provide the required services. One Earth Energy shallprovide the labor, equipment and facilities necessary to meet UBE’s loading schedule and One EarthEnergy shall be responsible for UBE’s actual costs or damages resulting from One Earth Energy’sfailure to do so. UBE shall order and supply trucks or railcars as scheduled for truck or railshipments. All freight charges shall be the responsibility of UBE and shall be billed directly toUBE.          E. PRODUCTION SCHEDULE.               1. UBE shall provide loading orders as necessary to permit One Earth Energy to maintain itsusual production schedule, provided, however, that UBE shall not be responsible for failure toschedule removal of Distiller’s Grains unless One Earth Energy shall have provided to UBEproduction schedules as follows: At least five (5) days prior to the beginning of each calendarmonth during the term hereof, One Earth Energy shall provide to UBE a tentative schedule forproduction in the next calendar month. On Wednesday of each week during the term of thisAgreement, One Earth Energy shall provide to UBE a schedule for actual production for the followingproduction week (Monday through Sunday). One Earth Energy shall inform UBE daily of inventory andproduction status by 8:30 a.m. CDT.               2. NOTICE. For purposes of this paragraph, notification will be sufficient if made byfacsimile as follows:If to UBE for Distiller’s Grain, to the attention of Randy Ives, Facsimile number316-616-3786, Email address: randy.ives@usbioenergy.net; andIf to One Earth Energy, to the attention of                                                             , Facsimile number                                        , Email address:                                                                                                     ; orTo such other representatives of UBE and One Earth Energy as they may designate tothe other in writing.          F. TITLE. Title and risk of loss shall pass to UBE at the point in time when loadingthe Distiller’s Grains into trucks or rail cars has been completed and delivery to UBE of the billof lading for each such shipment.     5. QUANTITY AND WEIGHTS.          A. PRODUCTION AMOUNT. It is understood that total production amount of Distiller’sGrains shall be determined by One Earth Energy’s production schedule and that no
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warranty or representation has been made by One Earth Energy as to the exact quantities or timingof Distiller’s Grains to be produced pursuant to this Agreement.          B. ESTIMATE. The estimated production of Distiller’s Grains at the Plant by One EarthEnergy, to be sold to UBE, is approximately twenty six thousand (26,000) tons of Distiller’s Grainsper month on a dry matter basis, and One Earth Energy shall use its best efforts to produce suchamount of Distiller’s Grains.          C. METERS AND SCALES. The quantity of Distiller’s Grains delivered to UBE from thePlant shall be established by meter or weight certificates, obtained from meters or scales whichare certified as of the time of loading and which comply with all applicable laws, rules andregulations. The outbound meter or weight certificates shall be determinative of the quantity ofthe Distiller’s Grains for which UBE is obligated to pay pursuant to paragraph 2 above.     6. QUALITY.          A. STANDARDS. One Earth Energy understands that UBE intends to sell the Distiller’sGrains purchased from One Earth Energy as a primary animal feed ingredient and that the same aresubject to minimum quality standards for such use and each shall be of merchantable quality. OneEarth Energy warrants that the Distiller’s Grains produced by the Plant and delivered to UBE shallbe acceptable under current industry standards in the feed trade industry and that at the time ofdelivery, the Distiller’s Grains shall conform to the minimum quality standards outlined inExhibit B attached hereto, as may be amended from time to time.          B. COMPLIANCE. One Earth Energy represents and warrants that at the time of loading,the Distiller’s Grains will not be adulterated or misbranded within the meaning of the FederalFood, Drug and Cosmetic Act and that each shipment may lawfully be introduced into interstatecommerce under said Act. Payment of invoices does not waive UBE’s rights if the Distiller’s Grainsdo not comply with terms or specifications of this Agreement. Unless otherwise agreed between theparties to this Agreement, and in addition to other remedies permitted by law, UBE may, withoutobligation to pay, reject either before or after delivery, any of the Distiller’s Grains, which,when inspected or used are found by UBE to fail in a material way to conform to this Agreement.Should any of the Distiller’s Grains be seized or condemned by any federal or state department oragency for any reason, except noncompliance by UBE with applicable federal or state requirements,such seizure or condemnation shall operate as a rejection by UBE of the Distiller’s Grains seizedor condemned and UBE shall not be obligated to offer any defense in connection with the seizure orcondemnation. However, UBE agrees to cooperate with One Earth Energy in connection with thedefense of any quality or other product claims, or any claims involving governmental seizure orcondemnation. When rejection occurs before or after delivery, at its option, UBE may:
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               (1) Dispose of the rejected Distiller’s Grains after first offering One Earth Energy areasonable opportunity of examining and taking possession thereof, if the condition of theDistiller’s Grains reasonably appears to UBE to permit such delay in making disposition;               (2) Dispose of the rejected Distiller’s Grains in any manner directed by One Earth Energywhich UBE can accomplish without violation of applicable laws, rules, regulations or propertyrights;               (3) If any of the Distiller’s Grains are seized or condemned by any federal or statedepartment or agency or if UBE has no available means of disposal of rejected Distiller’s Grainsand One Earth Energy fails to direct UBE to dispose of the same as provided herein, UBE’sobligations with respect to said seized, condemned or rejected Distiller’s Grains shall be deemedfulfilled. Title and risk of loss shall pass to One Earth Energy promptly upon such seizure orcondemnation or rejection by UBE.               (4) One Earth Energy shall reimburse UBE for all costs reasonably incurred by UBE in storing,transporting, returning and disposing of the rejected Distiller’s Grains. UBE shall have noobligation to pay One Earth Energy for rejected Distiller’s Grains and may deduct reasonable costsand expenses to be reimbursed by One Earth Energy from amounts otherwise owed by UBE to One EarthEnergy.          C. NON-STANDARD PRODUCTS. If One Earth Energy produces Distiller’s Grains whichcomply with the warranties in this paragraph, but which do not meet applicable industry standards,UBE agrees to purchase such Distiller’s Grains for resale but makes no representation or warrantyas to the price at which such Distiller’s Grains can be sold. If the Distiller’s Grains deviate soseverely from industry standards as to be unmarketable in UBE’s reasonable judgment, then it shallbe disposed of in the manner provided for rejected Distiller’s Grains in this paragraph.          D. PRODUCT TESTING. If One Earth Energy knows or reasonably suspects that anyDistiller’s Grains produced by the Plant are adulterated or misbranded, or, are outside of minimumquality standards set forth in Exhibit B, One Earth Energy shall promptly so notify UBEso that such Distiller’s Grains can be tested before entering interstate commerce. If UBE knows orreasonably suspects that any Distiller’s Grains produced by the Plant are adulterated ormisbranded, or, are outside of minimum quality standards set forth in Exhibit B, then UBEmay obtain independent laboratory tests of the affected Distiller’s Grains. If such Distiller’sGrains are tested and found to comply with all warranties made by One Earth Energy herein, then UBEshall pay all testing costs and if the Distiller’s Grains are found not to comply with suchwarranties, One Earth Energy shall pay all testing costs.          E. CHANGES IN STANDARDS. The quality standards in Exhibit B are subject tochange as may be mutually agreed in writing by and between the parties, provided, however, thatsuch changes shall be in conformance with generally acceptable industry standards.
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     7. RETENTION OF SAMPLES.          A. SAMPLING. One Earth Energy will take an origin sample of the Distiller’s Grainsfrom each truck before each shipment leaves the Plant, using industry standard samplingmethodology. One Earth Energy will label these samples to indicate the date of shipment that thetruck or pickup number involved. One Earth Energy shall also retain the samples and labelinginformation for no less than ninety (90) days for dry Distiller’s Grains and for no less thanfourteen (14) days for wet Distiller’s Grains and modified wet Distiller’s Grains.          B. ANALYSIS. For the first year of operation of ethanol production at the Plant, OneEarth Energy shall, on a weekly basis, furnish UBE with a composite analysis on all Distiller’sGrains produced at the Plant. It is understood that said analysis is a composite and may or maynot be indicative of the current analysis.     8. INSURANCE.          A. POLICIES. One Earth Energy warrants to UBE that all One Earth Energy’s employeesshall be covered as required by law by worker’s compensation and unemployment compensationinsurance, and such worker’s compensation insurance shall provide a waiver of subrogation on behalfof UBE.          B. COVERAGES. During the term of this Agreement, One Earth Energy shall purchase andmaintain insurance upon the Plant in such amounts as it may reasonably determine. UBE shall benamed as an additional insured on all such policies. All such policies shall containprovisions to the effect that in the event of payment of any loss or damage the insurers will haveno rights of recovery against any of the insureds or additional insureds thereunder. One EarthEnergy waives all rights against UBE and its employees and agents for all losses and damages causedby, arising out of or resulting from any of the perils or causes of loss covered by such policiesand any other property insurance applicable to the Plant.          C. UBE VEHICLES. UBE agrees to carry such insurance on its vehicles and personneloperating on One Earth Energy’s property as UBE reasonably deems appropriate. The partiesacknowledge that UBE may elect to self insure its vehicles. Upon request, UBE shall provide acertificate of insurance to One Earth Energy to establish the coverage maintained by UBE.          D. CONSEQUENTIAL DAMAGES. EACH PARTY TO THIS AGREEMENT UNDERSTANDS THAT NO OTHERPARTY MAKES ANY GUARANTEE, EXPRESS OR IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY PARTICULARECONOMIC RESULTS FROM TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN NO EVENT SHALL ANY PARTY BELIABLE FOR SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY ACT OR OMISSION COMINGWITHIN THE SCOPE OF THIS AGREEMENT, OR FOR BREACH OF
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ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES, SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF GOOD WILL, LOSS OFPROFITS, LOSS OF USE, AND INTERRUPTION OF BUSINESS.          E. OTHER CLAIMS. Except as provided in paragraph 8.D above, nothing herein shall beconstrued as a waiver by either party against the other party of claims, causes of action or otherrights which either party may have or hereafter acquire against the other party for damage orinjury to its agents, employees, invitees, property, equipment or inventory, or third party claimsagainst the other party for damage or injury to other persons or the property of others.     9. REPRESENTATIONS AND WARRANTIES.          A. Each party represents and warrants that it is an entity in good standing under the lawsthat it is organized and has all the requisite power and authority to carry on its business as ithas been and to own, lease, and operate the properties and assets used in connection therewith.          B. In addition to the representations and warranties herein regarding the quality ofDistiller’s Grains, One Earth Energy represents and warrants that the Distiller’s Grains deliveredto UBE shall be free and clear of liens and encumbrances.          C. Each individual executing this Agreement in a representative capacity, by his or herexecution hereof, represents and warrants that such person is fully authorized to do so on behalfof the respective party hereto, and that no further action or consent on the part of the party forwhom such signatory is acting is required for the effectiveness and enforceability of thisAgreement against such party, following such execution.     10. TERMINATION FOR CAUSE. Either party may terminate this Agreement withoutliability for cause by providing thirty (30) days prior written notice to the other party. Forpurposes of this paragraph, “cause” shall include, but not be limited to, the happening of an eventof default discussed in paragraph 11 below, or any other material breach of any provision of thisAgreement, or material violation of any applicable law, regulation or ruling.     11. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event ofdefault under this Agreement: (1) failure of either party to make payment to the other when due**,**if such nonpayment has not been cured within five (5) days of written notice thereof; (2) defaultby either party in the performance of any material covenant, condition or agreement imposed uponthat party by this Agreement, if such nonperformance has not been cured within five (5) days ofwritten notice thereof; (3) if either party shall become insolvent, or make a general assignmentfor the benefit of creditors or to an agent authorized to liquidate any substantial amount of itsassets, or be adjudicated bankrupt, or file a petition in bankruptcy and such petition is notdismissed within ninety (90) days following the date of filing, or apply to a
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court for the appointment of a receiver for any of its assets or properties with or withoutconsent, and such receiver shall not be discharged within sixty (60) days following appointment.     12. REMEDIES. Upon the happening of an event of default under paragraph 11, theparties hereto shall have all remedies available under applicable law with respect to an event ofdefault by the other party, including but not limited to the recovery of attorneys’ fees and othercosts and expenses. Without limiting the foregoing, the parties shall have the following remedieswhether in addition to or as one of the remedies otherwise available to them: (1) to declare allamounts owed immediately due and payable; and (2) to terminate this Agreement in accordance withthe provisions of paragraph 10. Notwithstanding any other provision of this Agreement, UBE mayoffset against amounts otherwise owed to One Earth Energy the price of any Distiller’s Grain whichfail to conform to any requirements of this Agreement.     13. OPEN CONTRACTS. Upon the termination of this Agreement, for whatever reason, OneEarth Energy shall assume and be responsible for delivering any remaining quantities of Distiller’sGrains required to be delivered by UBE to its customers pursuant to UBE’s contracts with the same,provided such contracts are to be delivered by UBE from the Plant. Prior to the termination ofthis Agreement, UBE shall provide One Earth Energy with a listing of all such contracts and thequantities of Distiller’s Grains to be delivered pursuant to the same to assist One Earth Energy incompleting deliveries under these open contracts. One Earth Energy agrees to assist UBE in thecollection of amounts owed to UBE from those customers receiving deliveries of Distiller’s Grainsfrom UBE prior to the termination of this Agreement.     14. FORCE MAJEURE. Neither One Earth Energy nor UBE will be liable to the other forany failure or delay in the performance of any obligation under this Agreement due to events beyondits reasonable control, including, but not limited to, fire, storm, flood, earthquake, explosion,act of the public enemy or terrorism, riots, civil disorders, sabotage, strikes, lockouts, labordisputes, labor shortages, war, stoppages or slowdowns initiated by labor, transportationembargoes, failure or shortage of materials, acts of God, or acts or regulations or priorities ofthe federal, state or local government or branches or agencies thereof.     15. INDEMNIFICATION.          A. BY ONE EARTH ENERGY. Except as otherwise provided in this Agreement**,**One EarthEnergy shall indemnify, defend and hold UBE and its officers, directors, employees and agentsharmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’fees), costs, claims, demands, that UBE or its officers, directors, employees or agents may suffer,sustain or become subject to, or as a result of (i) any material breach of warranty, covenant oragreement of One Earth Energy contained herein or (ii) One Earth Energy’s gross negligence orwillful misconduct.          B. BY UBE. Except as otherwise provided in this Agreement**,**UBE shall indemnify,defend and hold One Earth Energy and its officer, directors, employees and agents harmless, fromany and all losses, liabilities, damages, expenses (including reasonable attorneys’
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fees), costs, claims, demands, that One Earth Energy or its officers, directors, employees oragents may suffer, sustain or become subject to, or as a result of (i) any material breach ofwarranty, covenant or agreement of UBE contained herein or (ii) UBE’s gross negligence or willfulmisconduct.     16. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other than thoseof seller and buyer between the parties hereto. Specifically, there is no agency, partnership,joint venture or other joint or mutual enterprise or undertaking created hereby. Nothing containedin this Agreement authorizes one party to act for or on behalf of the other and neither party isentitled to commissions from the other.     17. TRADE RULES. As may be applicable, all purchases and sales of Distiller’s Grainsmade hereunder shall be governed by the Feed Trade Rules of the National Grain and Feed Associationunless otherwise specified. Said Trade Rules, shall to the extent applicable, be a part of thisAgreement as if fully set forth herein. Notwithstanding the foregoing, the Arbitration Rules ofthe National Grain and Feed Association shall not be applicable to this Agreement.     18. CONFIDENTIALITY. The parties acknowledge that they will have access to certainconfidential information of the other party and that such information constitutes valuable, specialand unique property to such party. The parties agree that they will not at any time, during or fora period of five (5) years after the termination of this Agreement, in any fashion, form or manner,either directly or indirectly, divulge, disclose or communicate to any person, firm or corporationin any manner whatsoever any such information. For purposes of this Agreement, the term“confidential information” shall mean all information, documentation or financial data used by orbelonging to or relating to either party which is disclosed or made available to the other party,its agents, employees or advisors, including but not limited to the prices charged for serviceshereunder or any other information concerning the other party’s business, manner of operation,plans, processes or other data of any kind.     19. DISPUTE RESOLUTION. The parties shall attempt to settle amicably any dispute ordifference of any kind whatsoever, arising out of or in connection with the validity or invalidity,construction, execution, meaning, operation or effect or breach of this Agreement. If the partiesdo not promptly do so, either party may, by written notice to the other party, call for privatemediation of the issue before a mediator to be agreed upon by the parties. The parties agree toconclude such private mediation within thirty (30) days of the filing by a party of a request forsuch mediation. In the event of a dispute between the parties that is not resolved by suchmediation, either party may, by written notice to the other party, call for private bindingnon-appealable arbitration of the issue before a single arbitrator agreed upon by the parties. Inthe event a single arbitrator cannot be agreed upon, each party shall appoint a third partyarbitrator from a list provided by the American Arbitration Association (AAA) (not a principal of aparty) and the two arbitrators thus selected by the parties shall select a third arbitrator. Thearbitrators shall meet as expeditiously as possible to resolve the dispute, and a majority decisionof the arbitrators shall be controlling. While each party is free to select an arbitrator of itsown
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choosing from the list provided by the AAA, either party by written notice to the other may requirethat all arbitrators chosen have sufficient expertise in the subject matter of the arbitration thatthey would qualify as “expert witnesses” in a judicial proceeding.     The arbitrators so chosen shall conduct the arbitration in accordance with the Rules of theAAA as applicable in the State of Kansas. Such arbitration shall take place at a mutually agreedupon location. The arbitrators shall be governed, in their determinations hereunder, by theintention of the parties as evidenced by the terms of this Agreement. The decision of thearbitrator shall be rendered in writing and shall be final and binding upon the parties and shallbe non-appealable. Judgment upon the award rendered may be entered by either party and enforced inany court having competent jurisdiction. The parties shall share the procedural costs of themediation and arbitration equally. Each party shall pay its own attorney’s fees and costs incurredby it relating to the mediation and arbitration. Notwithstanding the foregoing sentences, theparties hereby authorize the arbitrators to award costs and fees to the prevailing party as thearbitrators deem appropriate.     Pending resolution of such dispute or difference and without prejudice to their rights, theparties shall continue to respect all their obligations and to perform all their duties under thisAgreement; provided, however, the parties shall not be obligated to perform their obligations afterthis Agreement has been terminated by any party pursuant to paragraph 10, or if such termination isthe dispute being arbitrated.     After signing this Agreement, each party understands that it will not be able to bring alawsuit concerning any dispute that may arise that is covered by this arbitration provision (otherthan to enforce the arbitration decision).     20. MISCELLANEOUS.          A. This Agreement, together with any attachments or other information which is expresslyincorporated herein and made an integral part of this Agreement, is the complete understanding ofthe parties to this Agreement with respect to the subject matter of this Agreement, and no otherrepresentations or agreements shall be binding upon the parties, or shall be effective tointerpret, change or restrict the provisions of this Agreement.          B. No course of prior dealings between the parties and no usage of trade, except whereexpressly incorporated by reference, shall be relevant or admissible to supplement, explain, orvary any of the terms of this Agreement.          C. Acceptance of, or acquiescence in, a course of performance rendered under this or any prioragreement shall not be relevant or admissible to determine the meaning of this Agreement eventhough the accepting or acquiescing party has knowledge of the nature or the performance and anopportunity to make objection.
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          D. UBE has a company policy in effect with regard to all telephonic and electroniccommunications, whether said communications are outgoing or incoming. Some UBE business telephonesand other electronic communication systems are customized with centralized recording devices forpurposes of improving customer service, improving techniques, eliminating errors and generalquality control. Communication systems used primarily to negotiate the sale or purchase ofcommodities or to discuss commodity futures transactions are recorded and other communications maybe recorded.          E. This Agreement may be executed in multiple counterparts, all of which shall constitute butone and the same instrument. Facsimile signatures shall be deemed as originals as between theparties.          F. This Agreement can only be modified by a writing signed by all of the parties or their dulyauthorized agents.          G. The paragraph headings herein are for reference purposes only and shall not in any wayaffect the meaning or interpretation of this Agreement.          H. This Agreement shall be construed and performed in accordance with the laws of the State ofKansas.          I. The respective rights, obligations and liabilities of the parties under this Agreement arenot assignable or delegable without the prior written consent of the other party, which shall notbe unreasonably withheld.          J. Time shall be of the essence in the performance of this Agreement.          K. This Agreement shall be binding upon, and shall inure to the benefit of the parties heretoand their respective successors and assigns.     21. NOTICE AND AUTHORIZATIONS. Upon execution of this agreement, One Earth Energywill provide UBE a Letter of Authorization in the format of Exhibit C attached, indicatingOne Earth Energy’s designated contacts for implementing the normal day-to-day businesses practicesestablished under this agreement. For all other notices or unless a different method of notice isprovided herein, notice shall be deemed to have been given to the party to whom it is addressedforty-eight (48) hours after it is deposited in certified U. S. mail, postage prepaid, returnreceipt requested, addressed as follows:
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           ONE EARTH ENERGY: One Earth Energy, LLC      Attn:                             UBE: United Bio Energy Ingredients, LLC      Attn: Randy Ives      2868 North Ridge Road      Wichita, Kansas 67205       Either party may change the address for notices hereunder by giving notice of such change tothe other party in the manner above provided.     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and yearfirst above written.      ONE EARTH ENERGY, LLC