ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and dated this __ day of _________________ by and between _____________________, solely in his capacity as __________________________________________ (“Seller”) and _________ (“Buyer”).

RECITALS

On ________________________ (the “Petition Date”), __________________________ (“Debtor”), filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Oregon (the “Court”), Case No. [CASE NO.] (“the Case”). On [DATE] (the “Conversion Date”), the Case was converted to Chapter 7, Case No. [CASE NO.], ______________________________ (the “Trustee”).

On _____________________, the Trustee filed with the Court a notice of intent to sell the assets of Debtor(Docket number [DOCKET])(the “Notice of Intent”) at an auction to be conducted by the Trustee before the Court on or about [DATE] (the “Auction”). On [DATE], the Trustee filed with the Court a first amended notice of intent to assume and assign certain executory contracts and leases that will be assigned to Buyer(Docket number [DOCKET]).

Pursuant to the terms of the Notice of Intent and Auction rules approved by the Court, all potential bidders at the Auction must execute an Asset Purchase Agreement substantially in the form hereof. Accordingly, Buyer executes and delivers this Agreement in advance of the Auction in order to bind Buyer to purchase substantially all of the assets of Seller (the “Transaction”) if Buyer’s initial bid herein or subsequent bid at the Auction (collectively, the “Bid”) is the winning bid at the Auction, and the sale to Buyer is approved by the Bankruptcy Court.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

ARTICLE I

ASSET DESCRIPTION

1.01 Assets. Seller agrees that at the Closing, as defined in Section 5.01, it shall sell, assign, transfer and convey to Buyer free and clear of all other liens, claims, encumbrances and other interests (except for any easements or other rights with respect to the real property described in Exhibit A that do not constitute liens, encumbrances or otherwise cloud the title with respect to such property), and Buyer agrees that it shall purchase and acquire from Seller, all of Seller’s right, title and interest in the following assets owned by Seller (the “Assets”):

The ethanol plant and related improvements located on the real property

leased by Seller, commonly known as [ADDRESS];