**Exhibit 10.19**DISTILLER’S GRAIN MARKETING AGREEMENT     THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as ofDecember 13, 2006, by Cardinal Ethanol LLC., an Indiana Limited Liability Company(“Seller”), and Commodity Specialist Company, a Delaware Corporation (“Buyer”).W I T N E S S E T H:     WHEREAS, Seller desires to sell and Buyer desires to purchase the Distiller’s Dried Grainswith Solubles (“DDGS”), Wet Distillers Grains (“WDG”), and solubles (“Solubles”) (hereinafter DDGS,WDG and Solubles), are referred to collectively as the “Products”) output of the ethanol productionplant which Seller owns in Winchester, Indiana.     WHEREAS, Seller and Buyer wish to agree in advance of such sale and purchase to the priceformula, payment, delivery and other terms thereof in consideration of the mutually promisedperformance of the other;     NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditionsherein contained, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by both parties, it is hereby agreed:1. BUYER PERFORMANCE. Buyer agrees to perform the services that it provides forSeller in a professional and competent manner.2. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees to purchasefrom Seller the entire bulk feed grade DDGS, WDG and Solubles output from Seller’s plant atWinchester Indiana. (hereinafter the “Plant”), subject to all terms and conditions set forthin this Agreement. Buyer shall label all Product that is sold by Buyer and shall registerall labels with the states where the Products are sold.3. TRADE RULES. All purchases and sales made hereunder shall be governed by the FeedTrade Rules of the National Grain and Feed Association unless otherwise specified. SaidTrade Rules, a copy of which is appended hereto as Exhibit A, shall, to the extentapplicable, be a part of this Agreement as if fully set forth herein.4. TERM. Unless otherwise terminated as provided by this Agreement, the term of thisAgreement shall be for one year commencing as of completion and start-up of production of thePlant. Start-up is anticipated to be summer 2008. Thereafter this agreement shall remainin effect until terminated by either party at its unqualified option by providing the otherparty hereto not less than 120 days written notice of its election to terminate thisAgreement.

 
5. DELIVERY AND TITLE.    A. The place of delivery for all the Products sold pursuant to this Agreement shall beFOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner andat all times reasonably necessary and convenient for Buyer to take delivery as providedherein. Buyer shall schedule the loading and shipping of all outbound Products purchasedhereunder which is shipped by truck or rail. All labor and equipment necessary to loadtrucks or rail 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’s reasonablerequirements and in accordance with normal industry practice. Seller shall maintain thetruck and rail loading facilities in safe operating condition in accordance with normalindustry standards.    B. Seller further warrants that storage space for not less than five days productionof DDGS shall be reserved for Buyer’s use at the Plant and shall be continuously availablefor storage of DDGS purchased by Buyer hereunder at no charge to Buyer. Seller shall alsomake available the necessary storage for WDG and Solubles which is adequate for Buyer tomarket such products. Seller shall be responsible at all times for the quantity, qualityand condition of any the Products in storage at the Plant. Seller shall not be responsiblefor the quantity, quality and condition of any of the Products stored by Buyer at locationsother than the Plant.    C. Buyer shall give to Seller a schedule of quantities of the Products to be removedby truck and rail with sufficient advance notice reasonably to allow Seller to provide therequired services. Seller shall provide the labor, equipment and facilities necessary tomeet Buyer’s loading schedule and, except for any consequential or indirect damages, shallbe responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so.Buyer shall order and supply trucks and rail cars as scheduled for truck and railshipments. All freight charges shall be the responsibility of Buyer and shall be billeddirectly to Buyer.    D. Buyer shall provide loading orders as necessary to permit Seller to maintainSeller’s usual production schedule, provided, however, that Buyer shall not be responsiblefor failure to schedule removal of the Products unless Seller shall have provided to Buyerproduction schedules as follows: Five (5) days prior to the beginning of each calendarmonth during the term hereof, Seller shall provide to Buyer a tentative schedule forproduction in the next calendar month. Seller shall inform Buyer daily of inventory andproduction status. For purposes of this paragraph, notification will be sufficient if madeby e-mail or facsimile as follows:If to Buyer, to the attention of Steve Markham, Facsimile number 612-330-9894 or email tosmarkham@csc-world.com, andIf to Seller, to the attention of General Manager, Facsimile number or email toOr to such other representatives of Buyer and Seller as they may designate to the other inwriting.
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    E. Title, risk of loss and full shipping responsibility shall pass to Buyer uponloading the Products into trucks or rail cars and delivering to Buyer of the bill of ladingfor each such shipment.6. PRICE AND PAYMENT    A. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer from the Planta price equal to ninety eight (98%) of the FOB Plant price (as hereafter defined) actuallyreceived by Buyer from its customers; for WDG removed by Buyer from the Plant a price equalto ninety six (96%) of the FOB Plant price actually received by Buyer from its customers,but in no event shall the fee to Buyer for DDGS and WDG be less than $1.50 per ton. Thecalculation on the minimum fee shall be made with respect to each weekly payment separately.The results of the calculation for any given week will not impact the calculation for anyother week. Buyer shall receive 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 Buyer from itscustomers, less all freight costs incurred by Buyer in delivering the Product to itscustomer. Buyer agrees that it shall not sell Product for delivery more than 90 days fromthe date of entering into a sale without the consent of Seller. Buyer agrees to usecommercially reasonable efforts to achieve the highest resale price available underprevailing market conditions. Seller’s sole and exclusive remedy for breach of Buyer’sobligations hereunder shall be to terminate this Agreement. Buyer shall collect allapplicable state tonnage taxes on Products sold by Buyer and shall remit to the appropriategovernmental agency.    B. In the event that Buyer has to incur out-of-pocket costs in order to sell HighMoisture Product, and the fee to be paid to Buyer is less than such out-of-pocket costs,Seller shall pay Buyer an amount which is sufficient, when added to the fee earned by Buyer,to repay Buyer for all of its reasonable out-of-pocket costs. Such payment shall be madewith 30 days from receipt of documentation evidencing the expenses.    C. Within ten (10) days following receipt of certified weight certificates, whichcertificates shall be presented to Buyer each Thursday for all shipments during thepreceding week, Buyer shall pay Seller the full price, determined pursuant to paragraph 6Aabove, for all properly documented shipments. Buyer agrees to maintain accurate salesrecords and to provide such records to Seller upon request. Seller shall have the option toaudit Buyer’s sales invoices at any time during normal business hours and during the term ofthis Agreement. If any such audit reveals a deficiency in payment due from Buyer to Seller,Buyer shall immediately pay Seller the amount of deficiency plus interest calculated fromthe date such payment should have been made at the prime rate then in effect as published inthe *Wall Street Journal.*    D. Within five (5) business days following the 15th and last day of eachmonth,
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Buyer shall pay Seller the full price, determined as provided for above, for all WDGand Solubles shipments made in the first 15 days of the month and the balance of the month,as the case may be. Weights shall be determined by on-site certified scales. Buyer agreesto maintain accurate sales records and to provide such records to Seller upon request.Seller shall have the option to audit Buyer’s sales invoices at any time during normalbusiness hours and during the term of this Agreement. If any such audit reveals adeficiency in payment due from Buyer to Seller, Buyer shall immediately pay Seller theamount of deficiency plus interest calculated from the date such payment should have beenmade at the prime rate then in effect as published in the *Wall Street Journal.*7. QUANTITY AND WEIGHTS.    A. It is understood that the output of the Products shall be determined by Seller’sproduction schedule and that no warranty or representation has been made by Seller as to theexact quantities of Products to be sold pursuant to this Agreement.    B. The quantity of Products delivered to Buyer from Seller’s Plant shall beestablished by weight certificates obtained from scale at the Plant which is certified as ofthe time of weighing and which complies with all applicable laws, rules and regulations orin the event that the scale at the Plant is inoperable then at other scales which arecertified as of the time of weighing and which comply with all applicable laws, rules andregulations. The outbound weight certificates shall be determinative of the quantity of theProducts for which Buyer is obligated to pay pursuant to Section 6.8. QUALITY.    A. Seller understands that Buyer intends to sell the Products purchased from Seller asa primary animal feed ingredient and that said Products are subject to minimum qualitystandards for such use. Seller agrees and warrants that the Products produced at its plantand delivered to Buyer shall be accepted in the feed trade under current industry standards.    B. Seller warrants that all Products, unless the parties agree otherwise, sold toBuyer hereunder shall, at the time of delivery to Buyer, conform to the following minimumquality standard:                                            Protein  Fat  Fiber  Moisture  Ash    Min  Max  Min  Max  Min  Max  Min  Max  Min  Max  DDGS  25       10           15       12       6                                            Wet Distillers Grain  13       5           7       50       3  The standard for DDGS and WDG will be determined on an as is basis rather than adryweight basis. Minimum quality standards for Solubles shall be agreed upon by the
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parties, in writing, at a subsequent date.    C. Seller warrants that at the time of loading, the Products will not be adulteratedor misbranded within the meaning of the Federal Food, Drug and Cosmetic Act and that eachshipment may lawfully be introduced into interstate commerce under said Act. Payment ofinvoice does not waive Buyer’s rights if goods do not comply with terms or specifications ofthis Agreement. Unless otherwise agreed between the parties to this Agreement, and inaddition to other remedies permitted by law, the Buyer may, without obligation to pay,reject either before or after delivery, any of the Products which when inspected or usedfail in a material way to conform to this Agreement. Should any of the Products be seizedor condemned by any federal or state department or agency for any reason exceptnoncompliance by Buyer with applicable federal or state requirements, such seizure orcondemnation shall operate as a rejection by Buyer of the goods seized or condemned andBuyer shall not be obligated to offer any defense in connection with the seizure orcondemnation. When rejection occurs before or after delivery, at its option, Buyer may:          (1) Dispose of the rejected goods after first offering Seller a reasonable opportunityof examining and taking possession thereof, if the condition of the goods reasonably appearsto Buyer to permit such delay in making disposition; or          (2) Dispose of the rejected goods in any manner directed by Seller which Buyer canaccomplish without violation of applicable laws, rules, regulations or property rights; or          (3) If Buyer has no available means of disposal of rejected goods and Seller fails todirect Buyer to dispose of it as provided herein, Buyer may return the rejected goods toSeller, upon which event Buyer’s obligations with respect to said rejected goods shall bedeemed fulfilled. Title and risk of loss shall pass to Seller promptly upon rejection byBuyer.          (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing,transporting, returning and disposing of the rejected goods. Buyer shall have no obligationto pay Seller for rejected goods and may deduct reasonable costs and expenses to bereimbursed by Seller from amounts otherwise owed by Buyer to Seller.          (5) If Seller produces Products which comply with the warranty in Section C above butwhich do not meet applicable industry standards, Buyer agrees to purchase such Products forresale but makes no representation or warranty as to the price at which such Product can besold. If the Products deviate so severely from industry standard as to be unsalable, thenit shall be disposed of in the manner provided for rejected goods in Section C above.    D. If Seller knows or reasonably suspects that any of the Products produced at itsPlant are adulterated or misbranded, or outside of industry quality standards, Seller shallpromptly so notify Buyer so that such Product can be tested before entering interstate
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commerce. If Buyer knows or reasonably suspects that any of the Products produced by Sellerat its Plant are adulterated, misbranded or outside of industry quality standards, thenBuyer may obtain independent laboratory tests of the affected goods. If such goods aretested and found to comply with all warranties made by Seller herein, then Buyer shall payall testing costs; and if the goods are found not to comply with such warranties, Sellerwill pay all testing costs.    E. Notwithstanding anything in this Agreement to the contrary, Buyer acknowledges andagrees that Seller’s warranty set out in Section 8 (C) only apply to Product at the time itis delivered to Buyer and Buyer agrees that Seller is not responsible for Product which atsome time after time of delivery becomes adulterated or misbranded.9. RETENTION OF SAMPLES. Seller will take an origin sample of DDGS from each truckand rail car before it leaves the Plant using standard sampling methodology. Seller will labelthese samples to indicate the date of shipment and the truck or railcar number involved. Sellerwill also retain the samples and labeling information for no less than one year.10. INSURANCE.    A. Seller warrants to Buyer that all employees engaged in the removal of the Productsfrom Seller’s Plant shall be covered as required by law by worker’s compensation andunemployment compensation insurance.    B. Seller agrees to maintain throughout every term of this Agreement comprehensivegeneral liability insurance, including product liability coverage, with combined singlelimits of not less than $2,000,000. Seller’s policies of comprehensive general liabilityinsurance shall be endorsed to require at least thirty (30) days advance notice to Buyerprior to the effective date of any decrease in or cancellation of coverage. Seller shallcause Buyer to be named as an additional insured on Seller’s insurance policy and shallprovide a certificate of insurance to Buyer to establish the coverage maintained by Sellernot later than fourteen (14) days prior to completion and start-up of production of thePlant.    C. Buyer agrees to carry Automobile Liability insurance on Buyer owned and Buyerleased trucks and vehicles operating on Seller’s property with minimum limits of liabilityof $5,000,000 combined single limit for each occurrence. These limits can also be attainedthrough the use of an excess or umbrella policy. Upon request, Buyer shall providecertificate of insurance to Seller to establish the coverage maintained by Buyer. Buyerwill monitor and require proper trucking insurance certificates for outside truckingcarriers contracted by Buyer.    D. Notwithstanding the foregoing, nothing herein shall be construed to constitute
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awaiver by either party of claims, causes of action or other rights which either party mayhave or hereafter acquire against the other for damage or injury to its agents, employees,invitees, property, equipment or inventory, or third party claims against the other fordamage or injury to other persons or the property of others.11. REPRESENTATIONS AND WARRANTIES    A. Seller represents and warrants that all of the Products delivered to Buyer shall notbe adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Actand may lawfully be introduced into interstate commerce pursuant to the provisions of theAct. Seller further warrants that the Products shall fully comply with any applicable statelaws governing quality, naming and labeling of product. Payment of invoice shall notconstitute a waiver by Buyer of Buyer’s rights as to goods which do not comply with thisAgreement or with applicable laws and regulations. **EXCEPT AS SPECIFICALLY STATED IN THISAGREEMENT, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUTLIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.**    B. Seller represents and warrants that the Products delivered to Buyer shall be freeand clear of liens and encumbrances.12. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event ofdefault (“Event of Default”) under this Agreement: (1) failure of either party to makepayment to the other when due; (2) default by either party in the performance of thecovenants and agreements set forth in this Agreement; (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.13. REMEDIES. Upon the happening of an Event of Default, the parties hereto shallhave all remedies available under applicable law with respect to an Event of Default by theother party. 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 declareall amounts owed immediately due and payable; and (2) immediately to terminate thisAgreement effective upon receipt by the party in default of the notice of termination,provided, however, the parties shall be allowed 10 days from the date of receipt of noticeof default for to cure any default. Notwithstanding any other provision of this Agreement,Buyer may offset against amounts otherwise owed to Seller the price of any product whichfails to conform to any requirements of this Agreement.14. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other for anyfailure or delay in the performance of any obligation under this Agreement due to events beyond itsreasonable control, including, but not limited to, fire, storm, flood, earthquake,
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explosion, actof the public enemy, riots, civil disorders, sabotage, strikes, lockouts, labor disputes, laborshortages, war stoppages or slowdowns initiated by labor, transportation embargoes, failure orshortage of materials, acts of God, or acts or regulations or priorities of the federal, state orlocal government or branches or agencies thereof.15. INDEMNIFICATION.    A. Seller shall indemnify, defend and hold Buyer and its officers, directors, employeesand agents harmless, from any and all losses, liabilities, damages, expenses (includingreasonable attorneys’ fees), costs, claims, demands, that Buyer or its officers, directors,employees or agents may suffer, sustain or become subject to, or as a result of (i) anymisrepresentation or breach of warranty, covenant or agreement of Seller contained herein or(ii) the Seller’s negligence or willful misconduct.    B. Buyer shall indemnify, defend and hold Seller and its officer, directors, employeesand agents harmless, from any and all losses, liabilities, damages, expenses (includingreasonable attorneys’ fees), costs, claims, demands, that Seller or its officers, directors,employees or agents may suffer, sustain or become subject to, or as a result of (i) anymisrepresentation or breach of warranty, covenant or agreement of Buyer contained herein or(ii) the Buyer’s negligence or willful misconduct.    C. Where such personal injury, death or loss of or damage to property is the result ofnegligence on the part of both Seller and Buyer, each party’s duty of indemnification shallbe in proportion to the percentage of that party’s negligence or faults.    D. Seller acknowledges that in order to maximize the total revenue to be generatedthrough the sale of the Products, Buyer may take positions by selling Product inanticipation of Seller providing the Products. Notwithstanding the fact that Seller’sobligation is to provide Buyer with the output of the Plant the parties acknowledge thatBuyer may suffer losses as a result of positions taken by Buyer if Seller discontinuesoperations for any reason whatsoever including Force Majeure. Therefore, Seller shallindemnify, defend and hold Buyer and its officers, directors, employees and agents harmlessfrom any and all losses, liabilities, damages, expenses (including reasonable attorney’sfees), 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 of producttaken by Buyer in anticipation of Seller delivering the Products hereunder, provided Buyerhas taken commercially reasonable steps to avoid the loss. Seller shall not be liable forany loss resulting from Seller discontinuing operations related to a position taken byBuyer for delivery more than 90 days from the date of entering into a sale without theconsent of Seller.The indemnifications in this Section 15 shall survive termination of this Agreement.16. GOVERNMENTAL ACTION. The parties recognize that the value of the Products couldchange as a result of various governmental programs, be they foreign or
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domestic. In theevent that a significant value change of the Products as a result of any such governmentalprogram, Buyer may request re-negotiation of the contract price for the Products byproviding written notice to Seller. Buyer shall be required to demonstrate that the valueof the Products has significantly changed in the market. Should such a change take place,the parties agree to negotiate, in good faith, a revised sale price for the Products. If,after a good faith effort, the parties are unable to agree on a new price within