OPERATION AND MAINTENANCE AGREEMENT

THIS OPERATION AND MAINTENANCE AGREEEMENT (this “Agreement”) is made effective as of the ____ day of ___________, 2010, by and between [COMPANY], a ____ limited liability company (the “Owner”), and [COMPANY], a _____ limited liability company (“[COMPANY]”).

RECITALS

A. Owner intends to construct the Plant (as that term is defined in Section 1 of this Agreement).

B. [COMPANY] desires to provide services to Owner with respect to the Production Process (as that term is defined in Section 1 of this Agreement) and the operation and management of the Plant, and Owner desires to receive those services from [COMPANY], all upon and subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the Recitals and the mutual covenants contained herein, the parties agree as follows:

Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Affiliated Plants” means (i) the ethanol production facility located in or near ________________ that is owned by _____________, (ii) the ethanol production facility located in or near _______________ that is owned by ______________, and (iii) any other ethanol plant owned directly or indirectly by [COMPANY].

“Agreement” and the words “herein”, “hereof”, “hereby” “hereunder”, and words of similar import refer to this Plant Operation Agreement as a whole and not to any particular provision unless expressly so limited.

“[COMPANY] Contracts” means (i) the Master Agreement dated as of __________, 2006 by and among Owner, [COMPANY], [COMPANY], and [COMPANY], relating to the Plant, and (ii) each of the Goods and Services Agreements as defined in such Master Agreement.

“Capital Budget” means an annual written budget of Owner which includes capital expenditure projections for the forthcoming year for those expenses which would normally be capitalized by a business in a similar industry.

“Commencement Date” means the date which is nine (9) months after the date on which Owner provides written notice to [COMPANY] that Owner desires [COMPANY] to commence providing services pursuant to this Agreement; provided, however, that the Commencement Date shall in no event be later than the date which is nine (9) months prior to the Scheduled Substantial Completion Date.

“Consulting Fee” is defined in Section 13.

“Consulting Term” is defined in Section 13.