5. DELIVERY AND TITLE.A. The place of delivery for all the Products sold pursuant to this Agreementshall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’sPlant in a manner and at all times reasonably necessary and convenient for Sellerand for Buyer to take delivery as provided herein. Buyer shall schedule theloading and shipping of all outbound Products purchased hereunder which areshipped by truck or rail. All labor and equipment necessary to load trucks orrail cars shall be supplied by Seller without charge to Buyer. Seller agrees tohandle the Products in a good and workmanlike manner in accordance with Buyer’sreasonable requirements and in accordance with normal industry practice. Sellershall maintain the truck and rail loading facilities in safe operating conditionand in accordance with normal industry standards.B. Seller further warrants that storage space for not less than five (5) daysproduction of DDGS shall be reserved for Buyer’s use at the Plant and shall beavailable for storage of DDGS purchased by Buyer hereunder at no charge to Buyer.Seller shall also make available the necessary storage for WDG and Solubles whichis adequate for Buyer to market such products. Seller shall be responsible at alltimes for the quantity, quality and condition of any of the Products in storage atthe Plant. Seller shall not be responsible for the quantity, quality and conditionof any of the Products stored by Buyer at locations other than the Plant.C. Buyer shall give to Seller a schedule of quantities of the Products to beremoved by truck and rail with sufficient advance notice to reasonably allowSeller to provide the required services. Seller shall provide the labor,equipment and facilities necessary to meet Buyer’s loading schedule and, exceptfor any consequential or indirect damages, shall be responsible for Buyer’s actualcosts or damages resulting from Seller’s failure to do so. Except as otherwiseset forth herein, Buyer shall order and supply trucks and rail cars as scheduledfor truck and rail shipments. All freight charges shall be the responsibility ofBuyer and shall be billed directly to Buyer.D. Buyer shall provide loading orders as necessary to permit Seller tomaintain Seller’s usual production schedule; provided, however, that Buyer shallnot be responsible for failure to schedule removal of the Products unless Sellershall have provided to Buyer production schedules as follows: Five (5) days priorto the beginning of each calendar month during the term hereof, Seller shallprovide to Buyer a tentative schedule for production in the next calendar month.Seller shall inform Buyer daily of inventory and production status. For purposesof this paragraph, notification will be sufficient if made by e-mail or facsimileas follows:If to Buyer, to the attention of Steve Markham, Facsimile number                     or email to Steve.Markham@CHSInc.com, and
 
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If to Seller, to the attention of Homeland Energy Solutions, LLC, Attn: GeneralManager, Facsimile number                     or email to                     .Or to such other representatives of Buyer and Seller as they may designate tothe other in writing.E. Title, risk of loss and full shipping responsibility shall pass to Buyerupon loading the Products into trucks or rail cars.6. PRICE AND PAYMENTA. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer fromthe Plant a price equal to ninety eight percent (98%) of the FOB Plant price(defined below) actually received by Buyer from its customers; for WDG removed byBuyer from the plant a price equal to ninety six percent (96%) of the FOB Plantprice actually received by Buyer from its customers. Buyer shall retain the balanceof the FOB Plant price received by Buyer from its customers (2% in the case of DDGS,and 4% in the case of WDG) as its fee for services provided under this Agreement.In no event shall the fee for DDGS or WDG be less than $1.50 per ton. Buyer shallalso receive from Seller a fee for Solubles of $2.00 per ton. For purposes of thisprovision, the “FOB Plant price” shall be the actual sale price received by Buyerfrom its customers, less all customary freight costs incurred by Buyer in deliveringthe Product to its customer.B. Buyer agrees that it shall not sell Product for delivery more than ninety(90) days from the date of entering into a sale without the prior consent of Seller.Buyer agrees to use commercially reasonable efforts to achieve the highest saleprice available under prevailing market conditions. Seller’s sole and exclusiveremedy for breach of Buyer’s obligations hereunder shall be to terminate thisAgreement. Buyer shall collect all applicable state tonnage taxes on Products soldby Buyer and shall remit to the appropriate governmental agency.C. Within five (5) days following receipt of certified weight certificates,which certificates shall be presented to Buyer each Thursday for all shipmentsduring the preceding week, Buyer shall pay Seller the full price, determinedpursuant to paragraph 6A above, for all properly documented shipments. Buyer shallsubmit to Seller a certificate with each such payment showing in reasonable detailthe price invoiced by Buyer to the third-party buyer, freight and commission on allProducts for which payment is being made. Buyer agrees to maintain accurate salesrecords and to provide such records to Seller upon request. Seller shall have theoption to audit Buyer’s sales invoices at any time during normal business hours andduring the term of this Agreement. Anydiscrepancy discovered will be paid by Buyer and shall be calculated withaccrued interest from the original due date at a rate equal to two percent (2%) perannum above the Prime Commercial Lending Rate as reported in the Wall StreetJournal. If the discrepancy discovered is greater than $5,000, Buyer shall pay andreimburse to Seller all audit costs of Seller.
 
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7. QUANTITY AND WEIGHTS.A. It is understood that the output of the Products shall be determined bySeller’s production schedule and that no warranty or representation has been madeby Seller as to the exact quantities of Products to be sold pursuant to thisAgreement.B. The quantity of Products delivered to Buyer from Seller’s Plant shall beestablished by weight certificates obtained from the scale at the Plant which iscertified as of the time of weighing and which complies with all applicable laws,rules and regulations or in the event that the scale at the Plant is inoperablethen at other scales which are certified as of the time of weighing and whichcomply with all applicable laws, rules and regulations. The outbound weightcertificates shall be determinative of the quantity of the Products for whichBuyer is obligated to pay pursuant to Section 6.8. QUALITY.A. Seller understands that Buyer intends to sell the Products purchased fromSeller as a primary animal feed ingredient and that said Products are subject tominimum quality standards for such use. Seller agrees and warrants that theProducts produced at its plant and delivered to Buyer shall be accepted in thefeed trade under current industry standards.B. Seller warrants that all Products, unless the parties agree otherwise,sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to thefollowing minimum quality standard:                                           Protein  Fat  Fiber  Moisture  Ash   Min  Max  Min  Max  Min  Max  Min  Max  Min  Max DDGS  25       10           15       12       6 WDG  13       5           7       50       3 Solubles                                        The standard for DDGS and WDG will be determined on an as is basis rather thana dry weight basis. Minimum quality Standards for Solubles shall be agreed upon bythe parties at a subsequent date.
 
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C. Payment of invoice does not waive Buyer’s rights if Products do not complywith terms or specifications of this Agreement. Subject to Section 8(E) andunless otherwise agreed between the parties to this Agreement, and inaddition to other remedies permitted by law, the Buyer may, withoutobligation to pay, reject either before or within five (5) days of delivery, anyof the Products which when inspected or used fail in a material way to conform tothis Agreement at the time of delivery to Buyer. Should any of the Products beseized or condemned by any federal or state department or agency for any reasonexcept noncompliance by Buyer with applicable federal or state requirements or asa result of any other action or misconduct by Buyer, such seizure or condemnationshall operate as a rejection by Buyer of the Products seized or condemned andBuyer shall not be obligated to offer any defense in connection with the seizureor condemnation. When rejection occurs before or within five (5) days ofdelivery, at its option, Buyer may:(1) Dispose of the rejected Products after first offering Seller a reasonableopportunity of examining and taking possession thereof, if the condition of theProducts reasonably appears to Buyer to permit such delay in making disposition; or(2) Dispose of the rejected Products in any manner directed by Seller whichBuyer can accomplish without violation of applicable laws, rules, regulations orproperty rights; or(3) If Buyer has no available means of disposal of rejected Products and Sellerfails to direct Buyer to dispose of it as provided herein, Buyer may return therejected Products to Seller, upon which event Buyer’s obligations with respect tosaid rejected Products shall be deemed fulfilled. Title and risk of loss shall passto Seller promptly upon rejection by Buyer.Seller shall reimburse Buyer for all costs reasonably incurred by Buyer instoring, transporting, returning and disposing of the rejected Products. Buyershall have no obligation to pay Seller for rejected Products and may deductreasonable costs and expenses to be reimbursed by Seller from amounts otherwise owedby Buyer to Seller.If Seller produces Products which comply with the warranty in Section C butwhich do not meet applicable industry standards, Buyer agrees to purchase suchProducts for resale but makes no representation or warranty as to the price at whichsuch Products can be sold. If the Products deviate so severely from industrystandards as to be unsellable, then it shall be disposed of in the manner providedfor rejected Products in Section C.D. If Seller knows or reasonably suspects that any of the Products producedat its Plant are adulterated or misbranded, or outside of industry qualitystandards, Seller shall promptly so notify Buyer so that such Products can betested before entering interstate commerce. If Buyer knows or reasonably suspectsthat any of the Products produced by Seller at its Plant are adulterated,misbranded or outside of industry quality standards, then Buyer mayobtain independent laboratory tests of the affected Products. If suchProducts are tested and found to comply with all warranties made by Seller herein,then Buyer shall pay all testing costs; and if the Products are found not tocomply with such warranties, Seller will pay all testing costs.
 
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E. Notwithstanding anything in this Agreement to the contrary, Buyeracknowledges and agrees that Seller’s warranties set out in Section 8(A), (B) and(C) and Section 11 only apply to the Products at the time it is delivered to Buyerand Buyer agrees that Seller is not responsible to the extent the Products becomeadulterated or misbranded at some time after delivery and, as a result thereof,fails to conform with the standards set out in this Agreement.9. RETENTION OF SAMPLES. Seller will take an origin sample of DDGS from eachtruck and rail car before it leaves the Plant using standard sampling methodology. Sellerwill label these samples to indicate the date of shipment and the truck or railcar numberinvolved. Seller will retain the samples and labeling information for no less than one (1)year.10. INSURANCE.A. Seller warrants to Buyer that all employees engaged in the removal of theProducts from Seller’s Plant shall be covered as required by law by worker’scompensation insurance.B. Seller agrees to maintain throughout every term of this Agreementcomprehensive general liability insurance, including product liability coverage,with combined single limits of not less than $2,000,000. These limits can also beattained through the use of an excess or umbrella policy. Seller’s policies ofcomprehensive general liability insurance shall be endorsed to require Seller’sinsurer endeavor to provide at least thirty (30) days’ advance notice to Buyerprior to the effective date of any decrease in or cancellation of coverage.Seller shall cause Buyer to be named as an additional insured on Seller’sinsurance policy and shall provide a certificate of insurance to Buyer toestablish the coverage maintained by Seller not later than fourteen (14) daysprior to completion and start-up of production of the Plant.C. Buyer agrees to maintain throughout every term of this Agreementcomprehensive general liability insurance with combined single limits of not lessthan $2,000,000. These limits can also be attained through the use of an excessor umbrella policy. Buyer’s policies of comprehensive general liability insuranceshall be endorsed to require Buyer’s insurer to endeavor to provide at leastthirty (30) days’ advance notice to Seller prior to the effective date of anydecrease in or cancellation of coverage. Buyer shall cause Seller to be named asan additional insured on Buyer’s insurance policy and shall provide a certificateof insurance to Seller to establish the coverage maintained by Buyer not laterthan fourteen (14) days prior to completion and start-up of production of thePlant.
 
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D. Buyer agrees to carry automobile liability insurance on Buyer owned,non-owned and hired vehicles operating on Seller’s property with minimum limits ofliability of $5,000,000 combined single limit for each occurrence, listing Seller,its employees, agents and representatives, as additional insureds, and providingthem with a waiver of subrogation. These limits can also be attained through theuse of an excess or umbrella policy. Upon request, Buyer shall providecertificates of insurance to Seller to establish the coverage maintained by Buyer.Buyer will monitor and require proper trucking authority and insurancecertificates for freight contracted by Buyer.E. Notwithstanding the foregoing, nothing herein shall be construed toconstitute a waiver by either party of claims, causes of action or other rightswhich either party may have or hereafter acquire against the other for damage orinjury to its agents, employees, invitees, property, equipment or inventory, orthird party claims against the other for damage or injury to other persons or theproperty of others.11. REPRESENTATIONS AND WARRANTIES.A. Seller represents and warrants that all of the Products delivered to Buyershall not be adulterated or misbranded within the meaning of the Federal Food,Drug and Cosmetic Act (the “Act”) and may lawfully be introduced into interstatecommerce pursuant to the provisions of the Act. Seller further warrants that theProducts shall fully comply with any applicable state laws governing quality,naming and labeling of product. Payment of invoice shall not constitute a waiverby Buyer of Buyer’s rights as to Products which do not comply with this Agreementor with applicable laws and regulations. Seller covenants that the Products willbe merchantable as of the time they are loaded into railcars pursuant to thisAgreement; ***provided, however, Seller makes no other representation or warranty,express or implied, including any warranty for a particular purpose, except asspecifically stated in this Agreement.***B. Seller represents and warrants that the Products delivered to Buyer shallbe free and clear of liens and encumbrances.12. EVENTS OF DEFAULT. The occurrence of any of the following shall be anevent of default (“Event of Default”) under this Agreement: (1) failure of either party tomake payment to the other when due; (2) default by either party in the performance of thecovenants and agreements set forth in this Agreement; and (3) if either party shall becomeinsolvent, or make a general assignment for the benefit of creditors or to an agentauthorized to liquidate any substantial amount of its assets, or be adjudicated bankrupt, orfile a petition in bankruptcy, or apply to a court for the appointment of a receiver for anyof its assets or properties with or without consent, and such receiver shall not bedischarged within sixty (60) days following appointment.
 
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13. REMEDIES. Upon the happening of an Event of Default, the parties heretoshall have all remedies available under applicable law with respect to an Event of Defaultby the other party. Without limiting the foregoing, the parties shall have the followingremedies whether in addition to or as one of the remedies otherwise available to them; (1)to declare all amounts owed immediately due and payable; and (2) immediately to terminatethis Agreement effective upon receipt by the party in default of the notice of termination,provided, however, the parties shall be allowed ten (10) days from the date of receipt ofnotice of default to cure any default. Notwithstanding any other provision of this Agreementeither party may offset against amounts otherwise owed to the other party.14. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other forany failure or delay in the performance of any obligation under this Agreement due to eventsbeyond its reasonable control, including, but not limited to, fire, storm, hurricane,tornado, flood, earthquake, explosion, act of the public enemy, riots, civil disorders,sabotage, strikes, lockouts, labor disputes, labor shortages, war stoppages (all strikes,lockouts, labor disputes, labor shortages, or shutdowns shall be of a regional or nationalcharacter), or slowdowns initiated by labor, transportation embargoes, failure or shortageof materials, acts of God, or acts or regulations or priorities of the federal, state orlocal government or branches or agencies thereof. Notwithstanding the foregoing, a partyshall not be entitled to claim relief under this Section 14, unless such party provideswritten notice of such force majeure event within five (5) days of the first occurrence.During periods when Buyer declares a force majeure event has occurred, Seller shall have theright to sell Products to third parties.15. INDEMNIFICATION.A. Seller shall indemnify, defend and hold Buyer and its officers, directors,employees and agents harmless, from any and all losses, liabilities, damages,expenses (including reasonable attorneys’ fees), costs, claims, demands, thatBuyer or its officers, directors, employees or agents may suffer, sustain orbecome subject to, as a result of (i) any misrepresentation or breach of warranty,covenant or agreement of Seller contained herein, or (ii) the Seller’s negligenceor willful misconduct.B. Buyer shall indemnify, defend and hold Seller and its officer, directors,employees and agents harmless, from any and all losses, liabilities, damages,expenses (including reasonable attorneys’ fees), costs, claims, demands, thatSeller or its officers, directors, employees or agents may suffer, sustain orbecome subject to, as a result of (i) any misrepresentation or breach of warranty,covenant or agreement of Buyer contained herein or (ii) the Buyer’s negligence orwillful misconduct.C. Where such personal injury, death or loss of or damage to property is theresult of negligence on the part of both Seller and Buyer, each party’s duty ofindemnification shall be in proportion to the percentage of that party’s negligenceor fault.
 
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D. Seller acknowledges that in order to maximize the total revenue to begenerated through the sale of the Products, Buyer may take positions (which ifsuch positions relate to deliveries scheduled more than ninety (90) days after thedate of sale, may only be taken upon receipt of Seller’s Consent), by selling theProducts in anticipation of Seller providing the Products. Notwithstanding thefact that Seller’s obligation is to provide Buyer with the output of the Plant,the parties acknowledge that Buyer may suffer losses as a result of positionstaken by Buyer if Seller discontinues operations for any reason whatsoeverincluding Force Majeure. Therefore, Seller shall indemnify, defend and hold Buyerand its officers, directors, employees and agents harmless from any and alllosses, liabilities, damages, expenses (including reasonable attorney’s fees),costs, claims, demands that Buyer or its officers, directors, employees, or agentsmay suffer, sustain or become subject to as a result of any sale or purchase ofproduct taken by Buyer in anticipation of Seller delivering the Products hereunderresulting from Seller discontinuing operations related to a position taken byBuyer, provided Buyer has taken commercially reasonable steps to avoid the loss.Seller shall not be liable for any loss resulting from Seller discontinuingoperations related to a position taken by Buyer for delivery more than ninety (90)days from the date of entering into a sale without the consent of Seller.The indemnification in this Section 15 shall survive thetermination of this Agreement.16. GOVERNMENTAL ACTION. The parties recognize that the value of the Productscould change as a result of various governmental programs, be they foreign or domestic. Inthe event that a significant value change of the Products as a result of any suchgovernmental program, either party may request re-negotiation of the contract price for theProducts by providing written notice to the other party. The party requestingre-negotiation shall be required to demonstrate that the value of the Products hassignificantly changed in the market. Should such a change take place, the parties agree tonegotiate, in good faith, a revised sale price for the Products. If, after a good faitheffort, the parties are unable to agree on a new price within the ninety (90) day periodimmediately following notice to the other party, then in such event and notwithstanding theother provisions hereof, either party may terminate this Agreement upon ninety (90) days’prior written notice.17. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other thanthat of buyer and seller between the parties hereto. Specifically, there is no agency,partnership, joint venture or other joint or mutual enterprise or undertakingcreated hereby. Nothing contained in this Agreement authorizes one party to act for oron behalf of the other and neither party is entitled to commissions from the other.
 
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18. MISCELLANEOUS.A. This writing is intended by the parties as a final expression of theiragreement and a complete and exclusive statement of the terms thereof.B. No course of prior dealings between the parties and no usage of trade,except where expressly incorporated by reference, shall be relevant or admissibleto supplement, explain, or vary any of the terms of this Agreement.C. Acceptance of, or acquiescence in, a course of performance rendered underthis or any prior agreement shall not be relevant or admissible to determine themeaning of this Agreement even though the accepting or acquiescing party hasknowledge of the nature or the performance and an opportunity to make objection.D. No representations, understandings or agreements have been made or reliedupon in the making of this Agreement other than as specifically set forth herein.E. This Agreement can only be modified by a writing signed by all of theparties or their duly authorized agents.F. The paragraph headings herein are for reference purposes only and shallnot in any way affect the meaning or interpretation of this Agreement.G. This Agreement shall be construed and performed in accordance with thelaws of the State of Iowa.H. The respective rights, obligations and liabilities of the parties underthis Agreement are not assignable or delegable without the prior written consentof the other party.I. Notice shall be deemed to have been given to the party to whom it isaddressed ninety-six (96) hours after it is deposited in certified U.S. mail,postage prepaid, return receipt requested, addressed as follows:         Buyer: CHS Inc.      5500 Cenex Drive      Inver Grove Heights, MN. 55077      ATTN: Steve J. Markham           Seller: Homeland Energy Solutions, LLC                           ATTN:         
 
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IN WITNESS THEREOF, the parties have caused this Agreement to be executed the day and yearfirst above written.      CHS Inc.