**Exhibit 10.2****MORTGAGE, ASSIGNMENT OF LEASES****AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT**          THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT(“this Mortgage”) is made this 13th day of June 2007 between ONEEARTH ENERGY, LLC, an Illinois limited liability company (“Mortgagor”), whose address is 1306 West8th Street, Gibson City, IL 60936-0546, and FARMERS ENERGY ONE EARTH, LLC, an Ohiolimited liability company (“Mortgagee”), whose address is 2875 Needmore Road, Dayton, OH 45414.Preliminary Statement          Mortgagor is the owner of the Land (as herein after defined) and improvements thereon.Pursuant to a Promissory Note of even date herewith (the “Note”), Mortgagor has borrowed up to SixMillion and 0/100 Dollars ($6,000,000) from Mortgagee.          NOW, THEREFORE, in consideration of the premises and to secure the payment, performance andobservance by Mortgagor of the Note and the obligations of Mortgagor as hereinafter provided,Mortgagor does hereby GRANT, WITH MORTGAGE COVENANTS, TO MORTGAGEE, its successors and assignsforever, all of Mortgagor’s estate, right, title and interest in, to and under the propertydescribed in Paragraphs A through J below, all of which is referred to herein as the “MortgagedProperty”, whether now owned or held or hereafter acquired:          A. Land. The real property described in Exhibit A attached hereto (the“Land”).          B. Improvements. All buildings, structures and improvements, and all additions oralterations thereto, now or hereafter erected on the Land, including but not limited to anyattachments, apparatus and other articles now or hereafter attached to such buildings,structures and improvements (collectively, the “Improvements”).
 

 
          C. Fixtures. All right, title and interest of Mortgagor in and to allmaterials, supplies, equipment, apparatus, personal property, goods and other items, excludinginventory and motor vehicles, now or hereafter attached to, installed in, located on or used inconnection with (temporarily or permanently) any of the Improvements or the Land, including but notlimited to, all partitions, window screens, shades, drapes and other window coverings, carpets,rugs, and other floor coverings, furniture, furnishings, awnings, motors, engines, boilers,furnaces, pipes, plumbing, sprinkler systems, fire prevention or extinguishing apparatus andequipment, water tanks, light fixtures, communication systems, appliances, antennas, buildingmaterials, landscaping, and all equipment, machinery, fixtures and fittings used in connection withthe generation, distribution, regulation, or metering of air, water, heat, electricity, fuel orrefrigeration or for ventilating or sanitary purposes or for the exclusion of vermin or insects orfor the removal of dust, refuse or garbage, it being intended and agreed that all such items beconclusively deemed to be fixtures (collectively, “Fixtures”). The Land, the Improvementsand the Fixtures are sometimes hereafter referred to, collectively, as the “Property.”          D. Leases, Rents, etc. All leases, subleases, licenses, concessions or otheragreements now or hereafter in effect, which grant to a third party a possessory interest in, orright to use, all or a portion of the Property (collectively, “Leases”), and the rents,issues, profits, royalties, income and other benefits payable under all such Leases, includingwithout limitation, all security deposits, advance rentals and deposits or payments of a similarnature, or otherwise arising from the use or enjoyment of all or any portion of the Property(collectively, “Rents”). As long as no “Default” (as hereinafter defined) exists underthis Mortgage, the grant contained in this Paragraph D is subject to the right of Mortgagor tocollect and use the Rents from each lease (but not more than one month in advance).          E. Easements. Any and all easements, rights-of-way (including rights in any open orproposed street), sidewalks, alleys, strips of land, waters, water rights and powers and shares ofstock evidencing the same and other rights, used in connection with the Property or as a means ofaccess thereto or which are otherwise of benefit thereto to the users thereof, and all tenements,hereditament and appurtenances thereto.          F. Proceeds. All proceeds of the conversion of the Mortgaged Property, whethervoluntary or involuntary, into cash or liquidated claims, any and all awards (or claims for awards)made for a taking by eminent domain, or by any event in lieu thereof, of all or any part of theMortgaged Property, including, without limitation, awards for severance damages, any proceeds (orclaims for proceeds) of casualty, liability or other insurance pertaining to the Mortgaged Propertyor otherwise required hereunder and all refunds of real estate taxes and assessments with respectto the Property (collectively, “Awards and Proceeds”).          G. Claims. Any claim or demand against anyone with respect to damage to the MortgagedProperty, including without limitation, damage arising from any defect in the design orconstruction of the Improvements or in the condition of the Property (collectively,“Claims”).          H. Deposits. Deposits or security or advance payments made by or on behalf ofMortgagor to others with respect to (a) insurance policies relating to the Mortgaged Property, (b)
 

 
utility services for the Mortgaged Property and (c) maintenance, repair or similar services for theMortgaged Property (collectively, “Deposits”).          I. Contract Rights and Permits. All management agreements, construction contracts,architects’ agreements, payment and performance bonds, licenses, permits, certificates and othercontracts necessary or useful in connection with the ownership, use, enjoyment, occupancy,management or operation of the Property (collectively, “Contract Rights”).          J. Additional Interests. All interests, estate or other claims, both in law and inequity, which Mortgagor now has or may hereafter acquire in the Mortgaged Property or any partthereof or any interest therein.          TO HAVE AND TO HOLD the Mortgaged Property and all parts thereof unto Mortgagee, itssuccessors and assigns, to its own proper use and benefit forever, subject, however, to the termsand conditions herein.          THIS MORTGAGE IS GIVEN TO SECURE:          (i) Payment of the indebtedness evidenced by the Note, including any extensions, renewals ormodifications thereof, all interest thereon at the interest rate from time to time applicablethereunder (the “Interest Rate”), or, if applicable the default rate established thereunder(the “Default Rate”), and all other sums payable pursuant thereto.          (ii) Payment, performance and observance of each obligation, covenant and agreement ofMortgagor contained in the Note and in any and all security agreements, or other securityinstruments executed now or hereafter by Mortgagor for the purpose of further evidencing orsecuring all or part of the indebtedness secured by this Mortgage, or for the purpose ofsupplementing or amending this Mortgage or any instrument secured hereby.          (iii) Payment of all sums advanced by Mortgagee hereunder or under the Note, with interestthereon at the Interest Rate or, if applicable, the Default Rate.          If Mortgagor pays the principal and interest secured by this Mortgage, performs the otherobligations secured hereby and the conditions of this and any prior mortgage, pays all taxes andassessments, maintains insurance against fire and other hazards, and does not commit or sufferwaste, then this Mortgage shall be void.          IT IS A FURTHER CONDITION OF THIS MORTGAGE, AND MORTGAGOR HEREBY FURTHER REPRESENTS, WARRANTS,COVENANTS AND AGREES AS FOLLOWS:          1. PAYMENT OF NOTE. Mortgagor shall pay the principal of and interest on, and other sums dueunder, the Note and pay all other monies and indebtedness secured by this Mortgage, in legal tenderof the United States, when and as the same become due, as provided
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thereby or hereby. Mortgagorshall pay any taxes, except income taxes, imposed on Mortgagee by reason of its ownership of theNote or this Mortgage.          2. TITLE. Mortgagor represents and warrants that it is the owner of good and marketable titlein fee simple to all of the Mortgaged Property, free and clear of all restrictions, encumbrances,liens and claims whatsoever, excepting only the matters set forth in Schedule B — Section II of theTitle Commitment dated April 11, 2006 issued to Mortgagee by Chicago Title Insurance Company inconnection with this Mortgage or such liens and encumbrances as are otherwise permitted hereby (the“Permitted Exceptions”); and that Mortgagor, at its expense, will forever warrant anddefend such title to the Mortgaged Property and the lien and security interest of this Mortgage andthe other loan documents against all claims and demands of all persons and will maintain andpreserve such lien and security interest as long as all or any portion of the indebtednessevidenced by the Note, or any other indebtedness secured hereby is outstanding, subject only to thePermitted Exceptions.          3. INSURANCE. Mortgagor shall obtain and at all times keep in force the following policies ofinsurance:          3.1 Insurance against loss or damage to the Improvements and Fixtures by fire, lightning andsuch perils as are at this time comprehended within the term “all risk,” and against any otherrisks or hazards which Mortgagee shall require, in an amount acceptable to Mortgagee and whichshall be sufficient that Mortgagor will not be deemed a co-insurer. Such policies of insuranceshall contain the “replacement cost” endorsement.          3.2 Comprehensive public liability insurance for injuries to person, including death, andproperty damage insurance including loss of use thereof, in an amount acceptable to Mortgagee.          3.3 During the course of any construction or repair of the Improvements and Fixtures on theLand, builder’s completed value risk insurance against “all risks of physical loss,” includingcollapse, in an amount reasonably satisfactory to Mortgagee.          3.4 Such other insurance in such form and in such amounts as may from time to time bereasonably requested by Mortgagee. All insurance policies and renewals thereof shall be issued bycompanies approved by Mortgagee as to financial standing according to such standards as may beadopted from time to time by Mortgagee, for terms and in form and content reasonably acceptable toMortgagee, and shall include a standard mortgage clause in favor of and in form and contentacceptable to Mortgagee, and shall not be cancelable without at least 30 days prior written noticeto Mortgagee. Mortgagor will promptly furnish to Mortgagee the original policies of such insuranceor certificates thereof in a form reasonably satisfactory to Mortgagee showing that such policiesare in force and the premiums fully paid. Original policies or certificates of insurance replacingexpiring policies shall be furnished to Mortgagee at least 30 days before the date of eachsuch expiration. The delivery of the original insurance policies or certificates shallconstitute an assignment as additional security of all unearned premiums.
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          4. DAMAGE AND DESTRUCTION. In the event of loss, damage or destruction of all orsubstantially all of the Mortgaged Property, Mortgagor will give immediate written notice to theinsurance carrier and to Mortgagee. Mortgagor hereby authorizes and empowers Mortgagee asattorney-in-fact for Mortgagor to make proof of loss, to adjust and compromise any claim underinsurance policies, to appear in and prosecute any action arising from such insurance policies, tocollect and receive insurance proceeds, and to deduct therefrom Mortgagee’s expenses incurred inthe collection of such proceeds; provided however, that nothing contained herein shall requireMortgagee to incur any expense or take any action hereunder. Mortgagor authorizes Mortgagee tohold the balance of such proceeds and Mortgagee may, at its option, apply the proceeds held by itto the payment of the sums secured by this Mortgage, whether or not then due, in such order and insuch amounts as Mortgagee may elect. If the insurance proceeds are applied to the payment of thesums secured by this Mortgage, any such application of proceeds to principal shall not extend orpostpone the due dates of the monthly installments provided for in the Note or change the amountsof such installments. If the Mortgaged Property is sold pursuant to this Mortgage or if Mortgageeacquires title to the Mortgaged Property in lieu of foreclosure, Mortgagee shall have all of theright, title and interest of Mortgagor in and to unearned insurance premiums allocable to theMortgaged Property and in and to the proceeds resulting from any damage to the Mortgaged Propertyprior to such sale or acquisition.          5. INDEMNIFICATION. Mortgagor will protect, save harmless and indemnify Mortgagee fromand against any and all claims, liabilities, costs and expenses, of whatever nature, which mayarise or result, directly or indirectly, by reason of the use, occupation or operation of theMortgaged Property or any part thereof.          6. ENVIRONMENTAL.          (a) Mortgagor shall at all times during the term of this Mortgage comply with all applicablefederal, state, and local laws, regulations, administrative rulings, orders, ordinances, and thelike, pertaining to the protection of the environment, including but not limited to, thoseregulating the handling and disposal of waste materials and further that during the term of thisMortgage neither Mortgagor nor any agent or party acting at the direction or with the consent ofMortgagor shall treat, store, or dispose of any “hazardous substance,” as defined in Section101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980(“CERCLA”), or petroleum (including crude oil or any fraction thereof) on the Mortgaged Property orany other property owned by Mortgagor.          (b) Mortgagor shall fully and promptly pay, perform, discharge, defend, indemnify and holdharmless Mortgagee from any and all claims, orders, demands, causes of action, proceedings,judgments, or suits and all liabilities, losses, costs or expenses (including without limitationtechnical consultant fees, court costs, expenses paid to third parties and reasonable legal fees)and damages arising out of, or as a result of (i) any “release,” as defined in Section 101(22) ofCERCLA, of any “hazardous substance,” as defined in Section 101(14) of CERCLA, or petroleum(including crude oil or any fraction thereof) discharged, deposited, dumped, spilled, leaked or placed into or onthe Mortgaged Property at any time either prior to or after the date Mortgagor acquired title tothe Mortgaged Property; (ii) any contamination of the Mortgaged Property’s soil or 
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groundwater ordamage to the environment and natural resources of the Mortgaged Property existing prior to thetime Mortgagor acquired title to the Mortgaged Property or the result of actions occurring afterMortgagor acquired title to the Mortgaged Property, whether arising under CERCLA or other existingstatutes and regulations, or common law; and (iii) any toxic, explosive or otherwise dangerousmaterials which have been buried beneath or concealed within the Mortgaged Property either prior toor after Mortgagor acquired title to the Mortgaged Property.          (c) Mortgagor hereby irrevocably grants to Mortgagee the right, while this Mortgage is ineffect and not released, to enter upon the Mortgaged Property for the purpose of inspecting thesame and taking samples therefrom for testing, including but not limited to soil samples (bothsurface and subsurface) and samples of materials contained in any of the Improvements. Mortgagorshall pay for the reasonable cost of any reasonably necessary inspections and tests performedpursuant to this Paragraph 6(c).          7. LIENS AND TAXES. Mortgagor will not suffer or permit any mechanics’, laborers’ ormaterialmen’s liens, or claims of lien, to be filed or otherwise asserted against or to remain onthe Mortgaged Property for more than 30 days, and shall cause the same to be released anddischarged, or transferred to bond as permitted by law prior to the expiration of the 30 dayperiod. Mortgagor will pay, or cause to be paid, before they become delinquent, all taxes,assessments, water and sewer rents, license fees, dues, charges and levies of any kind, general orspecific, imposed upon the Mortgaged Property or upon any part thereof or upon any interests ofMortgagor or Mortgagee therein and will furnish Mortgagee upon request evidence satisfactory toMortgagee of the timely payment of same.          8. CHANGE IN LAW. In the event of the passage of any state, federal, municipal or othergovernmental law, order, rule or regulation, subsequent to the date hereof, in any manner changingor modifying the laws now in force governing the taxation of mortgages or debts secured bymortgages, or the manner of collecting taxes so as to adversely affect Mortgagee, then Mortgageeshall notify Mortgagor and Mortgagor shall promptly pay the amount of such tax to Mortgagee.          9. UTILITIES. Mortgagor shall pay when due all charges for utility services furnished to orconsumed on the Mortgaged Property or which may become a charge or lien against all or part of theMortgaged Property, and shall pay all other assessments or charges of a similar nature affectingthe Mortgaged Property whether or not such assessments or charges are liens thereon.          10. INSPECTION. Mortgagor agrees that Mortgagee shall have the right, after reasonable noticeto Mortgagor, to enter upon the Mortgaged Property from time to time during normal business hoursto inspect the condition of the Mortgaged Property.          11. FINANCIAL STATEMENTS. For so long as this Mortgage shall remain in effect Mortgagor shallprovide Mortgagee with (i) financial statements of Mortgagor, within 90 days of the end of itsfiscal year, which statements shall be reviewed or audited by an independent certified publicaccountant or (ii) unaudited financial statements, if requested in writing by
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Mortgagee. Allstatements delivered pursuant to this Section shall be prepared in accordance with consistentlyapplied accounting principles.          12. MAINTENANCE AND REPAIR; ALTERATIONS. Mortgagor will, at all times, preserve andkeep the Mortgaged Property and every part and item thereof in good working order and condition andwill not permit or suffer any waste thereof, and will keep and maintain the grounds, sidewalks,roads, parking and landscaped areas in good order and repair. Mortgagor will promptly repair,restore, replace or rebuild, to substantially its former condition, any part of the MortgagedProperty which may be damaged or destroyed by any casualty or cause whatsoever or which may beaffected by condemnation or alteration of the grade of any street or roadway. Mortgagor will notpermit or allow any demolition, removal or material alteration of the Mortgaged Property, or anypart thereof, without the prior written consent of Mortgagee. Mortgagor will, from time to time,make all needed and proper repairs, betterments, renewals, replacements and improvements to theMortgaged Property, including (but not limited to) whenever any portion or item of the MortgagedProperty shall be worn out or damaged or destroyed or shall have become obsolete, inefficient orotherwise unfit for use; excepting, however, any items of a minor nature which Mortgagordetermines, in good faith, are not required for the operation of the Mortgaged Property. Any suchproperty which shall be replaced shall be replaced with other property of at least equal utility,value and efficiency to that of the replaced property and shall be free from any security interestor other lien or encumbrance and from any reservation of title, and by such replacement Mortgagorshall be deemed to have subjected such property to the lien of this Mortgage.          13. COMPLIANCE WITH LAWS AND OTHER REQUIREMENTS. Mortgagor will, at all times, comply with, orcause to be complied with (a) all laws, ordinances and requirements of governmental authorities,(b) all requirements of insurance rating and inspection bureaus, and (c) all restrictive covenants,easements and other title exceptions relating to the Mortgaged Property or any part thereof.          14. DUE ON SALE OR ENCUMBRANCE. At the option of Mortgagee, the entire amount of theindebtedness evidenced by the Note will become immediately due and payable:     (a) if Mortgagor shall transfer, or agree to transfer, in any manner, eithervoluntarily or involuntarily, by operation of law or otherwise, all or any portion of theMortgaged Property, or any interest therein (including any air or development rights)without, in any such case, the prior written consent of Mortgagee. Mortgagee may grant ordeny such consent in its sole discretion and, if consent should be given, any such transfershall be subject to this Mortgage and any other documents which evidence or secure the loansecured hereby, and any such transferee shall assume all of Mortgagor’s obligationshereunder and thereunder and agree to be bound by all provisions and perform all obligationscontained herein and therein. Consent to one such transfer shall not be deemed to be awaiver of the right to require consent to future or successive transfers. As used herein“transfer” shall include, withoutlimitation, any sale, assignment, lease or conveyance [except leases for occupancysubordinate to this Mortgage] and to all advances made and to be made hereunder and, in theevent Mortgagor is a partnership, joint venture, trust or corporation, the sale, conveyance,transfer or other disposition of any interest therein; or
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     (b) if Mortgagor shall encumber, or agree to encumber, in any manner, eithervoluntarily or involuntarily, by operation of law or otherwise, all or any portion of theMortgaged Property, or any interest therein (including any air or development rights) or anyinterest in Mortgagor without, in any such case, the prior written consent of Mortgagee.Mortgagee may grant or deny such consent in its sole discretion and, if consent should begiven, any such encumbrance shall be subject to this Mortgage and any documents whichevidence or secure the loan secured hereby. Consent to one such encumbrance shall not bedeemed to be a waiver of the right to require consent to future or successive encumbrances.As used herein “encumber” shall include, without limitation, the placing or permitting theplacing of any mortgage, deed of trust, assignment of rents or other security device.          15. EMINENT DOMAIN. Notwithstanding any taking by eminent domain, alteration of thegrade of any street or other injury to or decrease in value of the Mortgaged Property by any publicor quasi-public authority or corporation, Mortgagor shall continue to pay interest on the entireprincipal sum secured hereby until any such award or payment shall have been actually received byMortgagee and any reduction in the principal sum resulting from the application by Mortgagee ofsuch award or payment as hereinafter set forth shall be deemed to take effect only on the date ofsuch receipt. Mortgagor hereby authorizes and empowers Mortgagee as attorney-in-fact for Mortgagorto make proof of loss, to adjust and compromise any claim under the power of eminent domain, toappear in and prosecute any action for condemnation awards or proceeds, and to deduct therefromMortgagee’s expenses incurred in the collection of such awards and proceeds; provided, however,that nothing contained herein shall require Mortgagee to incur any expense or take any actionhereunder. All such awards or proceeds shall, at the option of Mortgagee, be retained and appliedby Mortgagee toward payment of the monies secured by this Mortgage, whether or not then due, insuch order and in such amounts as Mortgagee may elect. If prior to the receipt by Mortgagee ofsuch award or payment the Mortgaged Property shall have been sold on foreclosure of this Mortgage,Mortgagee shall have the right to receive the award or payment to the extent of any deficiencyresulting from such sale, together with legal interest thereon, and the reasonable attorneys’ fees,costs and disbursements incurred by Mortgagee in connection with the collection of such award orpayment. Mortgagor hereby assigns its interests in any such award to Mortgagee.          16. SECURITY AGREEMENT. Mortgagor hereby grants to Mortgagee a security interest in Fixtures,Awards and Proceeds, Claims, Rents, Deposits and Contract Rights and any portion of the MortgagedProperty constituting personal property (collectively, the “Collateral”) for the purpose ofsecuring the obligations secured by this Mortgage. Mortgagee shall have all the rights of asecured party under the Uniform Commercial Code as in effect from time to time in the State ofIllinois. It is the intention of the parties that Fixtures be treated as fixtures subject to thereal property lien of this Mortgage and that the Collateral be subject to all of the provisions ofthis Mortgage. Nothing contained in this Section 16 nor the filing of any UCC-1 financingstatement in a location for filings with respect to personal property nor the execution of anyseparate securityagreement with respect to all or part of such property shall alter in any fashion Mortgagee’srights under this Mortgage or impair the real property lien of this Mortgage with respect to anysuch property.
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          17. FEES AND EXPENSES. If Mortgagee incurs any costs and expenses (including attorneys’ fees)in connection with any action or proceeding to sustain the lien of this Mortgage or its priority orto enforce any of Mortgagee’s rights hereunder or to recover any indebtedness secured hereby, orfor any title examination or title insurance policy relating to title to the Mortgaged Propertyrequired by Mortgagee, or in curing any default of Mortgagor under any lease, all such sums shallbe paid by Mortgagor on demand, together with interest thereon at the Default Rate from date ofpayment by Mortgagee. To the maximum extent permitted by law, such sums shall be secured by thisMortgage and shall be a lien on the Mortgaged Property prior to any right, title or interestclaimed upon the Mortgaged Property subordinate to the lien of this Mortgage.          18. RIGHT TO CURE. If Mortgagor defaults in any of the covenants or conditions asprovided for in the Note, this Mortgage, or any other loan document, Mortgagee may, at its option,upon Mortgagor’s failure, without notice to Mortgagor, perform or cause to be performed (by makingadvances or otherwise) any such covenant or condition, any amounts paid as a result thereof,together with interest at the Default Rate from date of payment until paid, shall be immediatelydue and payable by Mortgagor to Mortgagee, and until paid shall be added to and become part of theindebtedness evidenced by the Note, shall be secured by this Mortgage, and shall be a lien on theMortgaged Property prior to any right, title or interest claimed in the Mortgaged Propertysubordinate to the lien of this Mortgage. Such payments by Mortgagee shall not be deemed to relieveMortgagor from, or to be a cure of, any Default hereunder. The exercise by Mortgagee of the rightto make such payments shall be optional with Mortgagee, and Mortgagee shall not in any case beliable to Mortgagor for a failure to exercise any such right.          19. DEFAULT. Any of the following occurrences or acts will constitute an event ofdefault (herein “Default”) under this Mortgage: (a) failure of Mortgagor to make any payment ofprincipal and/or interest within 10 days after the date when due under the Note; (b) failure byMortgagor to pay any other monetary amounts due under this Mortgage or any other loan documentwithin 30 days after the date on which such payment is due and payable; (c) failure of Mortgagor tofully comply with, observe or perform any of the covenants or provisions of the Note, this Mortgageor any other loan document or any other Transaction Document (as defined in the Note) and suchfailure shall continue unremedied for 15 days after written notice thereof to Mortgagor specifyingthe default; (d) the incorrectness or breach of any representation or warranty made by Mortgagor inthe Note, this Mortgage or any other loan document as of the date of this Mortgage and/or while anyof the indebtedness is unpaid; (e) the filing by Mortgagor of a petition in bankruptcy or forrelief under any law relating to the relief of debtors, readjustment of indebtedness,reorganization, arrangement or extension, or the institution of any proceeding under any such lawby Mortgagor, or the filing or institution of any such petition or proceeding by or againstMortgagor which is not dismissed within 45 days thereafter; (f) Mortgagor shall make, enter into orconsent to an assignment for the benefit of creditors; (g) if any governmental authority, or anycourt at the instance thereof, shall take possession of any substantial part of the property of, orassume control over, the affairs or operations of, or a receiver or trustee shall be appointed overall or any substantial part of, or a writ or order ofattachment or garnishment shall be issued or made against any of the property of Mortgagor andany such action is not dismissed or discharged within 30 days of its commencement; (h) Mortgagoradmits in writing the inability to pay its debts when due; (i) if it shall be illegal for Mortgagorto pay any tax referred to in Section 1 hereof or Section 7 hereof or if the payment of
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such tax byMortgagor would result in the violation of applicable usury laws; (j) failure by Mortgagor tocomply with Sections 6 or 14 of this Mortgage; (k) final judgment for the payment of money shall berendered against Mortgagor and the same shall remain undischarged for a period of 30 days duringwhich execution shall not be effectively stayed; (l) if there should occur any change in the use ofthe Mortgaged Property without Mortgagee’s prior written consent; (m) if there should occur adefault which is not cured within the applicable grace period, if any, under any other mortgage,deed of trust or lien of all or part of the Mortgaged Property regardless of whether any such othermortgage, deed of trust or lien is prior or subordinate to this Mortgage; it being further agreedby Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any suchother mortgage or deed of trust held by Mortgagee; or (n) there shall occur any event whichconstitutes an “event of default” under any instrument, agreement or evidence of indebtednessrelating to any obligation of Mortgagor in respect of indebtedness for borrowed money the effect ofwhich is to permit the holder or holders of such instrument, agreement or evidence of indebtedness,or a trustee, agent or other representative on behalf of such holder or holders, to cause theindebtedness for borrowed money evidenced thereby to become due and payable prior to its statedmaturity.          20. REMEDIES.          20.1 Acceleration. If a Default shall be continuing, Mortgagee may, at its option,by notice to Mortgagor, declare the entire indebtedness evidenced by the Note, or otherwise securedhereby, immediately due and payable.          20.2 Mortgagee’s Right to Enter and Take Possession, Operate and Apply Revenues. Ifa Default shall be continuing, Mortgagor, upon demand of Mortgagee, shall forthwith surrender toMortgagee the actual possession, and if and to the extent permitted by law, Mortgagee itself, or bysuch officers or agents as it may appoint, may enter and take possession, of all or any part of theMortgaged Property, and may exclude Mortgagor and its agents and employees wholly therefrom, andmay have joint access with Mortgagor to the books, papers and accounts of Mortgagor.          If Mortgagor shall, for any reason, fail to surrender or deliver any such Mortgaged Propertyor any part thereof after such demand by Mortgagee, Mortgagee may obtain a judgment or decreeconferring on Mortgagee the right to immediate possession or requiring Mortgagor to deliverimmediate possession of all or part of such Mortgaged Property to Mortgagee, to the entry of whichjudgment or decree Mortgagor hereby specifically consents. Mortgagor will pay to Mortgagee, upondemand, all expenses of obtaining such judgment or decree and reasonable compensation to Mortgagee,its attorneys and agents; and all such expenses and compensation shall, until paid, be secured bythe lien of this Mortgage.          Upon every such entering upon or taking of possession, Mortgagee may hold, store, use,operate, manage and control the Mortgaged Property and conduct the business thereof, if any, andfrom time to time (a) make all necessary and proper maintenance, repairs, renewals,replacements, additions, betterments and improvements thereto and thereon and purchase orotherwise acquire additional fixtures, personalty and other property; (b) insure or keep theMortgaged Property insured; (c) lease, manage and operate the Mortgaged Property and exercise all
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the rights and powers of Mortgagor to the same extent as Mortgagor could in its own name orotherwise with respect to the same; and (d) enter into any and all agreements with respect to theexercise by others of any of the powers herein granted to Mortgagee, all as Mortgagee from time totime may determine to be its best advantage. Mortgagee may collect and receive all Rents, of thesame, including those past due as well as those accruing thereafter, and, after deducting (i) allexpenses of taking, holding, managing and operating the Mortgaged Property (including compensationfor the services of all persons employed for such purposes); (ii) the cost of all such maintenance,repairs, renewals, replacements, additions, betterments, improvements and purchases andacquisitions; (iii) the cost of such insurance as Mortgagee may determine to pay; (iv) such taxes,assessments, and other similar charges as Mortgagee may determine to pay; (v) other proper chargesupon the Mortgaged Property or any part thereof; and (vi) the reasonable compensation, expenses anddisbursements of the attorneys and agents of Mortgagee, shall apply the remainder of the monies andproceeds so received by Mortgagee to the indebtedness evidenced by the Note or otherwise securedhereby.          Mortgagee shall have no liability for any loss, damage, injury, cost or expense resulting fromany action or omission by it or its representatives which was taken or omitted in good faith.          20.3 Completion of Construction. If any Improvements are under constructionor not completed, Mortgagee shall have the right, upon the happening of any such Default, to enterinto possession of the Mortgaged Property and perform any and all work and labor necessary tocomplete the Improvements substantially in accordance with the plans and specifications thereforand employ watchmen to protect the Mortgaged Property and the Improvements; all sums expended byMortgagee for such purposes shall be deemed to have been paid to Mortgagor and secured by thisMortgage. For this purpose, Mortgagor hereby constitutes and appoints Mortgagee its true andlawful attorney-in-fact with full power of substitution to complete the Improvements in the name ofMortgagor, and hereby empowers said attorney or attorneys as follows: to use any funds ofMortgagor including any balance which may be held in escrow and any funds which may remainunadvanced hereunder for the purpose of completing the Improvements in the manner called for by theplans and specifications; to make such additions and changes and corrections in the plans andspecifications which shall be necessary or desirable to complete the Improvements as Mortgageedeems necessary in its sole judgment and in substantially the manner contemplated by the plans andspecifications; to employ such contractors, subcontractors, agents, architects and inspectors asshall be required for said purposes; to enforce or otherwise without limitation deal with anybonding or insurance company under any policy required hereunder as Mortgagor might do in its ownbehalf; to pay, settle or compromise all existing bills and claims which are or may be liensagainst the Mortgaged Property, or which may be necessary or desirable for the timely completion ofthe Improvements or the removal of liens and encumbrances; to execute all applications andcertificates in the name of Mortgagor which may be required by any construction contract respectingthe Improvements; to do any and every act with respect to the construction of the Improvementswhich Mortgagor may do in its own behalf; and to prosecute and defend all actions or proceedings inconnection with the Improvements on the Mortgaged Property and to take such action and require suchperformance as Mortgagee deems necessary. This power of attorney shall be deemed to be a powercoupled with an interest which cannot be revoked. Said attorney-in-fact shall also have powerto prosecute and defend all actions or proceedings in connection withthe construction of the Improvements on the Property and to take such action and require such performance as is deemednecessary.
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          Mortgagee shall not be liable for any loss sustained by Mortgagor resulting from Mortgagee’sfailure to enforce the power of attorney granted herein or from any other act or omission ofMortgagee in managing the Property. Nor shall Mortgagee be obligated to perform or discharge nordoes Mortgagee hereby undertake to perform or discharge any obligation, duty or liability withrespect to the construction or completion of the Improvements and Mortgagor shall indemnifyMortgagee for, and hold Mortgagee harmless from, any and all liability, loss or damage which may ormight be incurred in the exercise or failure to exercise any of the rights granted to Mortgageeunder this Section or by reason of the assignment to Mortgagee of the construction contract,architectural agreements, plans and specifications and other Contract Rights with respect to theProperty. Should Mortgagee incur any such liability or in defense of any claims or demandsrelating thereto, the amount thereof, including costs, expenses and reasonable attorneys’ fees,shall be secured hereby and Mortgagor shall reimburse Mortgagee therefor immediately upon demand.It is further understood that this Section shall not operate to place responsibility upon Mortgageefor the control, care, management or repair of the Property or for the carrying out theconstruction of the Improvements; nor shall it operate to make Mortgagee responsible or liable forany waste committed on the Property by the contractor or any other parties, or for any dangerous ordefective condition of the Property, or for any negligence in the management, upkeep, repair orcontrol of the Property resulting in loss or injury or death to any contractor, subcontractor,licensee, invitee, employee, agent or stranger.          20.4 Receiver. If a Default shall be continuing, Mortgagee, upon applicationto a court of competent jurisdiction, shall be entitled without notice and without regard to theoccupancy or value of any security for the indebtedness or the insolvency of any party bound forits payment to the appointment of a receiver to take possession of and to operate the MortgagedProperty and to collect and apply Rents thereof. The receiver shall have all of the rights andpowers to the fullest extent permitted by law. Mortgagor shall pay to Mortgagee upon demand allexpenses, including receiver’s fees, costs and agent’s compensation, incurred pursuant to theprovisions of this Paragraph; and all such expenses shall be secured by this Mortgage.          20.5 Mortgagee’s Power of Enforcement. If a Default shall have occurred and becontinuing Mortgagee may, either with or without entry or taking possession as hereinabove providedor otherwise, proceed by suit or suits at law or in equity or by any other appropriate proceedingor remedy (a) to enforce payment of the Note or the performance of any term of this Mortgage, (b)to foreclose this Mortgage and to sell, as an entirety or in separate lots or parcels, theMortgaged Property, under the judgment or decree of a court or courts of competent jurisdiction,and (c) to pursue any other right or remedy available to it, all as the Mortgagee shall deem mosteffectual for such purposes. Mortgagee shall take action either by such proceedings or by theexercise of its powers with respect to entry or taking possession, as Mortgagee may determine.          20.6 Leases. Mortgagee, at Mortgagee’s option, is authorized to foreclose thisMortgage, subject to the rights of any tenants of the Mortgaged Property, and the failure to makeany such tenants parties defendant to any such foreclosure proceedings and to foreclose theirrights will
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not be, nor be asserted to be by Mortgagor, a defense to any proceedings instituted byMortgagee to collect the sums secured hereby, or any deficiency remaining unpaid after theforeclosure sale of the Mortgaged Property.          20.7 Delay or Omission no Waiver. No delay or omission of Mortgagee or of any holderof the Note to exercise any right, power or remedy accruing upon any Default shall exhaust orimpair any such right, power or remedy or shall be construed to be a waiver of any such default, oracquiescence therein; and every right, power and remedy given by this Mortgage to Mortgagee may beexercised from time to time and as often as may be deemed expedient by Mortgagee.          20.8 No Waiver of One Default to Affect Another. No waiver of any Default shall beeffective unless made in writing by Mortgagee. No waiver of any Default hereunder shall extend toor shall affect any subsequent or any other then existing Default or shall impair any rights,powers or remedies consequent thereon.          20.9 Remedies Cumulative. No right, power or remedy conferred upon orreserved to Mortgagee by this Mortgage is intended to be exclusive of any other right, power orremedy, but each and every such right, power and remedy shall be cumulative and concurrent andshall be in addition to any other right, power and remedy given hereunder or now or hereafterexisting at law or in equity or by statute.          20.10 Subrogation. Mortgagee hereby is subrogated to the claims and liens of allparties whose claims or liens are discharged or paid with the proceeds of the indebtedness securedby this Mortgage.          21. FURTHER ASSURANCES. Mortgagor will, at its own expense, within 15 days after request byMortgagee, do, execute, acknowledge and deliver all further acts, deeds, conveyances, transfers,security interests, security agreements, financing statements, renewals, certificates, affidavits,continuation statements and other documents and assurances necessary or proper to effectuate,complete, or perfect, or to continue and preserve, the obligations of Mortgagor under the Note andother loan documents and the lien and security interest provided for by this Mortgage in theMortgaged Property or any part thereof.          Upon any failure by Mortgagor to do so, Mortgagee may make, execute, record, file, re-recordand/or re-file any and all such mortgages, instruments, certificates and documents for and in thename of Mortgagor, and Mortgagor hereby irrevocably appoints Mortgagee the agent andattorney-in-fact of Mortgagor to do so.          22. CERTIFICATES. Mortgagor, upon request of Mortgagee, shall certify, by a writing dulyacknowledged to Mortgagee or to any proposed assignee of the Note, this Mortgage or any other loandocuments, the amount of the principal sum and interest and other indebtedness then owing on theNote, this Mortgage and other loan documents, and whether any offsets or defenses exist against theindebtedness secured hereby.
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          23. LEASES AFFECTING MORTGAGED PROPERTY. Mortgagor will comply with and observe itsobligations as landlord under all Leases affecting the Mortgaged Property or any part thereof solong as the lessee under any of the Leases is not in default. Mortgagor will furnish Mortgagee witha form of lease, which shall not be substantially modified without the prior written consent ofMortgagee. All Leases shall be inferior and subordinate in all respects to the lien of thisMortgage, and shall provide that lessees under such Leases, at Mortgagee’s option, shall attorn toMortgagee, its successors and assigns, in the event that this Mortgage is foreclosed and the termsof each lease shall so provide.          24. NOTICES. Any provision in this Mortgage requiring or permitting notice or demandor request shall be deemed satisfied by written notice personally served on Mortgagor or Mortgagee,as the case may be, or as of the fifth day after being mailed by United States Postal Service,registered or certified mail, return receipt requested, postage prepaid, addressed to the partiesat their address first listed above. Either party may, by notice to the other in the above manner,specify a different address for notice purposes.          25. EXTENSIONS, RELEASES, MODIFICATIONS, RENEWALS, ETC. Without affecting the liability ofMortgagor or any other person (except any person expressly released in writing) for payment of anyindebtedness secured hereby or for performance of any obligation contained herein or securedhereby, and without affecting the rights of Mortgagee with respect to any security not expresslyreleased in writing, Mortgagee may, at any time and from time to time, either before or after thematurity of the Note, and without notice or consent:          (a) Release any person liable for payment of all or any part of the indebtedness or forperformance of any obligation.          (b) Make any agreement extending the time or otherwise altering the terms of payment of allor any part of the indebtedness, or modifying or waiving any obligation, or subordinating,modifying or otherwise dealing with the lien or charge hereof.          (c) Exercise or refrain from exercising or waive any right Mortgagee may have.          (d) Accept additional security of any kind.          (e) Release, either partially or wholly, or otherwise deal with any property, real orpersonal, securing the indebtedness, including all or any part of the property mortgaged hereby.          26. WAIVER OF RIGHTS. Mortgagor will not at any time insist upon, or plead, or in anymanner whatever claim or take any benefit or advantage of any stay or extension or moratorium law,any exemption from execution or sale of the Mortgaged Property or any part thereof, whereverenacted, now or at any time hereafter in force, which may affect the covenants and terms ofperformance of this Mortgage, nor claim, take or insist upon any benefit or advantage of any lawnow or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, orany part thereof, prior to any sale or sales thereof which may be made pursuant to any provisionherein, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor,after
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any such sale or sales, claim or exercise any right under any statute heretofore or hereafterenacted to redeem the property so sold or any part thereof and Mortgagor hereby expressly waivesall benefit or advantage of any such law or laws, and covenants not to hinder, delay or impede theexecution of any power herein granted or delegated to Mortgagee, but to suffer and permit theexecution of every power as though no such law or laws had been made or enacted. Mortgagor, foritself and all who may claim under it, waives, to the extent that it lawfully may, all right tohave the Mortgaged Property marshaled upon any foreclosure hereof.          27. TIME IS OF THE ESSENCE. Time is of the essence of this Mortgage.          28. ATTORNEYS’ FEES AND EXPENSES. Wherever provision is made herein for payment forreasonable attorneys’ fees or expenses incurred by Mortgagee, such provision shall include, but notbe limited to, reasonable attorneys’ fees or expenses incurred in any and all judicial, bankruptcy,reorganization, administrative, or other proceedings, including appellate proceedings, whether suchproceedings arise before or after entry of a final judgment.          29. ILLINOIS CONTRACT. This Mortgage shall be construed, interpreted, enforced and governedby and in accordance with laws of the State of Illinois.          30. STATUTORY POWERS. Mortgagee is hereby authorized and empowered to do all things providedto be done by a mortgagee under the laws of Illinois, and any present or future amendments orsupplements thereto, for the protection of Mortgagee’s interest in the Mortgaged Property.          31. CAPTIONS. The captions or headings of the provisions hereof are for convenience ofreference only and shall not define or limit the terms hereof. Whenever the singular or pluralmember, masculine or feminine or neuter gender is used herein, it shall equally include the other.          32. AFTER-ACQUIRED PROPERTY. All property of every kind acquired by Mortgagor afterthe date hereof which is required for the complete use and enjoyment of the Mortgaged Property andwhich, by the terms hereof, is required to be subjected to the lien of this Mortgage, shallimmediately upon the acquisition thereof by Mortgagor, and without any further mortgage,conveyance, assignment or transfer, become subject to the lien of this Mortgage. Nevertheless,Mortgagor will do, execute, acknowledge and deliver each further act, conveyance, mortgage andassurance as Mortgagee shall reasonably require for accomplishing such purposes.          33. SUPPLEMENTAL MORTGAGES. Mortgagor may from time to time grant mortgages on property otherthan the property described herein as Mortgaged Property and such mortgages shall be supplementalto this Mortgage and may encumber additional property to secure the Note and may subject suchadditional property to the requirements, terms and conditions hereof.          34. BINDING EFFECT. The covenants herein contained shall bind, and the benefits shall inureto, the respective successors and assigns of the parties hereto, andthe term Mortgagee shall include any payee of the Note or any transferee thereof whether by operationof law or otherwise.
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          35. SEVERABILITY. In the event that any provision or clause of this Mortgage, the Note or anyother loan document or any other Transaction Document conflicts with applicable law, such conflictshall not affect other provisions of this Mortgage, the Note and the other loan documents and theother Transaction Documents which can be given effect without the conflicting provision, and tothis end the provisions of this Mortgage, the Note and the other loan documents and the otherTransaction Documents are declared to be severable.          36. WAIVER OF JURY TRIAL. MORTGAGOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ORPROCEEDING RELATING TO THIS MORTGAGE, THE NOTE IT SECURES, THE LOAN DOCUMENTS OR ANY TRANSACTIONCONTEMPLATED HEREIN.     IN WITNESS WHEREOF, this Mortgage has been duly executed by Mortgagor as of the day and yearfirst above written.                ONE EARTH ENERGY, LLC           By: /s/ Steve Kelly              Steve Kelly, President         STATE OF ILLINOIS  )      )  SS:COUNTY OF FORD  )             The foregoing instrument was acknowledged before me this 13th day of June,2007 by Steve Kelly, President of One Earth Energy, LLC, an Illinois limited liability company, onbehalf of the company.            /s/ Joy D. Boyce         Notary Public  
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   This Instrument Prepared By: [Notary Seal]CHERNESKY, HEYMAN & KRESS P.L.L. “OFFICIAL SEAL”1100 Courthouse Plaza, S.W. JOY D. BOYCEDayton, Ohio 45402 NOTARY PUBLIC –STATE OF ILLINOIS  MY COMMISSION EXPIRES: 04/05/10
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**Exhibit A****Land**All that part of the West 250 feet of the Northeast Quarter (NE 1/4) of Section Ten (10), TownshipTwenty-three (23) North, Range Seven (7) East of the Third Principal Meridian, situated in the Cityof Gibson, County of Ford and State of Illinois, lying North of the North line of a tract of landconveyed to Alliance Grain Company by Warranty Deed recorded October 2, 2000, as Document No.216478 in the Ford County Recorder’s Office.
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