EXHIBIT 10.49


Loan No.  RIA475T03A-HGF


MULTIPLE ADVANCE TERM LOAN SUPPLEMENT


THIS SUPPLEMENT to the Master Loan Agreement dated October
27, 2005, (the “MLA”), is entered into as of November 7, 2006, between DAKOTA FUELS, INC., (“Dakota Fuels”) and HEARTLAND GRAIN FUELS, L.P., Aberdeen, South Dakota (the “Company”),
and amends and restates the Supplement dated October 27, 2005 and numbered
RIA475T03-HGF.


SECTION 1.  The Term Loan Commitment.  On
the terms and conditions set forth in the MLA and this Supplement, Dakota Fuels
agrees to make loans to the Company from time to time during the period set
forth below in an aggregate principal amount not to exceed $35,250,000.00 (the “Commitment”).  Under the Commitment, amounts borrowed and
later repaid may not be reborrowed.


SECTION 2.  Purpose.  The
purpose of the Commitment is to finance capital expenditures and provide
working capital to the Company.


SECTION 3.  Term.  The
term of the Commitment shall be from the date hereof, up to and including
January 20, 2008, or such later date as Agent (as that term is defined in the
MLA) may, in its sole discretion, authorize in writing.


SECTION 4.  Interest.  The
Company agrees to pay interest on the unpaid balance of the loans in accordance
with one or more of the following interest rate options, as selected by the
Company:


(A)  Agent Base Rate.  At a
rate per annum equal at all times to the rate of interest established by the
Agent from time to time as the CoBank Base Rate, as defined in Section 4(A) of
the corresponding Multiple Advance Term Loan Supplement between the Agent and
Dakota Fuels that funds advances hereunder, plus any applicable interest rate
spread specified in Section 4(A) of such Multiple Advance Term Loan Supplement
between the Agent and Dakota Fuels, including any amendments or replacements
thereto.  The CoBank Base Rate will
change on the date established by Agent as the effective date of any change
therein and Agent agrees to notify the Company of any such change.


(B)  Fixed Rate.  At a
fixed rate per annum to be quoted by Agent in its sole discretion in each
instance.  Under this option, rates may
be fixed on such balances and for such periods, as may be agreeable to Agent in
its sole discretion in each instance, provided that (1) the minimum fixed period
shall be 180 days; (2) the minimum amount that may be fixed each time shall be
$500,000.00; and (3) the maximum number of fixes in place at any one time shall
be 10.


The Company shall select the applicable rate option at the time it
requests a loan hereunder and may, subject to the limitations set forth above,
elect to convert balances bearing interest at the variable rate option to one
of the fixed rate options.  Upon the
expiration of any fixed rate period, interest shall automatically accrue at the
variable rate option unless the amount fixed is repaid or fixed for an
additional period in accordance with the terms hereof.  Notwithstanding the foregoing, rates may not
be fixed for periods expiring after the maturity date of the loans.  All elections provided for herein must be
received by 12:00 Noon Company’s local time. 
Interest shall be calculated on the actual number of days each loan is
outstanding on the basis of a year consisting of 360 days and shall be payable
monthly in arrears by the 20th day of the following month or such other day
that Agent shall require in a written notice to the Company.


SECTION 5.  Promissory Note.  The
Company promises to repay the loans on January 20, 2008.  If any payment due date is not a day on which
Dakota Fuels is open for business, then such 













payment shall be due and payable on the next day on which Dakota Fuels
is open for business.  In addition to the
above, the Company promises to pay interest on the unpaid principal balance
hereof at the times and in accordance with the provisions set forth in Section
4 hereof.  This note replaces and
supersedes, but does not constitute payment of the indebtedness evidenced by,
the promissory note set forth in the Supplement being amended and restated
hereby.


SECTION 6.  Prepayment. 
Subject to the broken funding surcharge provision of the MLA, the
Company may on one Business Day’s prior written notice prepay all or any
portion of the loan(s).  Unless otherwise
agreed by Dakota Fuels and Agent, all prepayments will be applied to principal
installments in the inverse order of their maturity and to such balances, fixed
or variable, as Agent shall specify.


SECTION 7.  Amendment Fee.  In
consideration of the amendment, the Company agrees to pay to Dakota Fuels on
the execution hereof a fee in the amount of $35,000.00.


IN WITNESS WHEREOF, the parties have caused this Supplement to
be executed by their duly authorized officers as of the date shown above.


	
  DAKOTA FUELS, INC.

  	
   

  	
  HEARTLAND
  GRAIN FUELS, L.P. 

  By: DAKOTA FUELS, INC., 

  General Partner

  
	
   

  	
   

  	
   

  
	
  By: /s/ Bill
  Paulsen

  	
   

  	
  By: /s/ Bill Paulsen

  
	
   

  	
   

  	
   

  
	
  Title: Treasurer

  	
   

  	
  Title: Treasurer

  



 



 2