CORN OIL AGENCY AGREEMENT / CONTRACT

*PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS CORN OIL AGENCY AGREEMENT (this “ Agreement ”) is made and entered into as of November 12, 2010 by and between Southwest Iowa Renewable Energy, LLC, an Iowa limited liability company (“ Producer ”), and Bunge North America, Inc., a New York corporation (“ Bunge ”) (each of Producer and Bunge, a “ Party ” and collectively, the “ Parties ”).

C.            As of the date of this Agreement, Bunge is a Member of Producer pursuant to the Third Amended and Restated Operating Agreement of Producer dated July 17, 2009 (“ Operating Agreement ”).

E.           The Parties desire that Bunge will provide such services in accordance with the terms set forth in this Agreement.

Therefore, the Parties agree:

1.            Exclusive Agent .  Subject to the terms of this Agreement, Bunge will have the exclusive right to market, and Producer will solely utilize the services of Bunge to market, all Corn Oil during the Term (as defined in Section 4.1 hereof).

2.            Corn Oil Marketing Policy; Contracts .

(b)           Schedule and arrange, on Producer’s behalf and at Producer’s sole expense, the shipping and timely delivery of all Corn Oil sold on a basis other than FOB Facility;

(c)           Make reasonable efforts to review the creditworthiness of Corn Oil purchasers in accordance with reasonable guidelines established by Producer;

(d)           Invoice all purchasers of Corn Oil on Producer’s behalf, and assist Producer with the management and collection of accounts receivable for Corn Oil sales; and

(e)           Use commercially reasonable efforts to negotiate Contracts that maximize the sale price and minimize related costs, subject to prevailing market conditions and in accordance with the Policy.  Producer acknowledges that Bunge will use its reasonable judgment in making such negotiating decisions.

2.3     Producer’s Obligations .  In connection with Bunge’s provision of the Services, Producer will:

(a)           Produce Corn Oil that meets the “ Production Standards ” set forth in Exhibit A hereto;

(b)           Provide Bunge with estimates of Corn Oil production at the Facility a reasonable period of time prior to such production and provide Bunge with reasonable advance notice of any circumstances that would reasonably be expected to materially affect Corn Oil production at the Facility;

(c)           Determine the weight of all Corn Oil using scales at the Facility that are inspected and certified as required by applicable law;

(d)           Pay all shipping and delivery charges arranged by Bunge for sales of Corn Oil; and

(e)           Abide by any terms of the Policy applicable to Producer.

2.4     Title .  Producer will hold all title to, and bear all risk of loss and responsibility for, all Corn Oil until and to the extent that title, risk of loss, and responsibility pass to a purchaser of Corn Oil in accordance with the terms of any sales contract negotiated by Bunge in accordance with the terms of this Agreement.  Bunge will not be responsible for any failure of Corn Oil to comply with the terms of any sales contract negotiated by Bunge hereunder which complies with this Agreement.

2.5     Contract Commitments .  All Contracts negotiated by Bunge shall be consistent with the Policy, unless the general manager of the Facility approves in advance any Contract terms inconsistent with the Policy.  Bunge will not be a party to, or have any liability or obligation to any purchaser or to Producer under Contracts which are executed in compliance with the terms of this Section 2 and Producer will bear all risk of loss, for non-payment or otherwise, under the terms of such Contracts.  Bunge shall be entitled to rely on Corn Oil production estimates provided by Producer pursuant to Section 2.3(b) and Bunge will not have any liability or obligation to any purchaser or to Producer with respect to any Contract to deliver a specified amount of Corn Oil sold under any such Contracts which are executed in compliance with the terms of this Section 2, including, without limitation, the inability of Producer to supply amounts of Corn Oil in compliance with the terms of such Contracts.

2.6     Other Activities of Bunge . Producer understands that Bunge is in the business of marketing Corn Oil for itself and for other third parties outside the terms of this Agreement and that Bunge may negotiate Contracts in the same markets where Bunge sells its own or other parties’ Corn Oil.

2.7     Sales to Bunge .  Producer and Bunge may, from time to time, mutually agree that Bunge will purchase certain quantities of Corn Oil for its own account (including for resale to third parties in contracts which are not Contracts subject to this Agreement).  In such cases, Bunge will pay to Producer the current fair market value of such Corn Oil as determined by the Parties.

2.8            Compliance with Policy .  Neither Bunge nor its Affiliates shall be in breach of this Agreement or liable to Producer under this Agreement to the extent Bunge acts in accordance with the Policy or in accordance with directions given by Producer’s board of directors or general manager.

3.     Compensation .

3.1            Marketing Fee .  On or before the 10 th day of each month during the Term, Producer will pay to Bunge a fee (the “ Marketing Fee ”) equal to * per pound of Corn Oil sold during the immediately preceding month; provided that at any time that the outstanding principal balance of advances drawn by SIRE, solely with respect to advances drawn in order to pay for the corn oil extraction system that is intended to produce the Corn Oil, under that certain Subordinated Revolving Credit Note dated August 26, 2009 between Producer and Bunge N.A. Holdings, Inc. is equal to or greater than One Million Dollars ($1,000,000), then the Marketing Fee will be equal to * per pound of Corn Oil sold during the immediately preceding month.

* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.2            Payment .  Producer will pay the Marketing Fee by wire transfer.  Interest will accrue on amounts past due at a rate per annum equal to the lesser of (a) the prime rate, as reported from time to time by the Wall Street Journal plus 2%, and (b) the highest rate permitted

3.3     Adjustments.  Beginning on the third anniversary of the Effective Date of this Agreement and on each anniversary thereafter, the Marketing Fee will be increased (or decreased) by an amount equal to *.

* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.4     Tax . For purposes of personal property taxation and/or assessment or other taxation, if any, any tax assessed on Corn Oil produced under this Agreement will be the responsibility of Producer, and at no time will Bunge be responsible for the payment of any such tax.

4.     Term and Termination .

4.1     Term .  The initial term of this Agreement will begin upon execution of this Agreement by both Parties and, unless earlier terminated in accordance with the terms hereof, will expire upon the third anniversary of the Effective Date.  Unless earlier terminated in accordance with this Agreement, this Agreement will automatically renew for successive three-year terms thereafter unless either Party gives written notice to the other Party of its election not to renew, no later than 180 days prior to the expiration of the initial term or the then current renewal term, as applicable.  The “ Term ” will be the total of the initial term of this Agreement and any renewal terms.  The “ Effective Date ” will be the date that the corn oil extraction system that Producer plans to install at the Facility begins producing commercially viable quantities of Corn Oil, or such other date agreed by the Parties in writing.

4.2     Termination Rights .

(a)            Either Party may terminate this Agreement immediately upon notice to the other Party if such other Party has (i) materially breached any representation, warranty, or obligation under this Agreement, and (ii) failed to remedy such breach within 30 days after the terminating Party has given notice of such breach, or if such breach cannot reasonably be cured within such 30-day period, such other Party has failed to commence and diligently pursue remedy of the breach and failed to remedy such breach not later than 120 days after the terminating Party has given notice of such breach.

(b)            Bunge may terminate this Agreement immediately upon notice to Producer if Producer fails to pay any amount due under this Agreement within 15 days after Bunge gives Producer notice of such nonpayment.

(e)            Bunge may terminate this Agreement immediately upon notice to Producer if there is a Change in Control of Producer. A “ Change of Control ” occurs upon any of: (i) a sale of all or substantially all of the assets of Producer; (ii) a merger or consolidation involving Producer, excluding a merger or consolidation after which 50% or more of the outstanding equity interests of Producer continue to be held by the same holders that held 50% of more of the outstanding equity interests of Producer immediately before such merger or consolidation, or (iii) any issuance and/or acquisition of equity interests of Producer that results in a person or entity holding 50% or more of the outstanding equity interests of Producer, excluding any persons or entities that held 50% or more of the outstanding equity interests of Producer immediately before such acquisition and, with respect to Producer, excluding Bunge.

(g)            Producer may terminate this Agreement immediately upon notice to Bunge if there is a Change in Control of Producer upon payment to Bunge of an amount equal to *.

* OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4.3            Survival . The provisions of this Agreement which expressly or by their nature survive expiration or termination of this Agreement, including, but not limited to, Sections 3.2, 4, 6, 7, 11 and 12 , will remain in effect after the expiration or termination of this Agreement.

5.            Covenants of Producer . Producer covenants to Bunge that it will use commercially reasonable efforts to ensure that the corn oil extraction system that Producer intends to install at the Facility will be fully operational no later than April 1, 2011.

6.            Representations and Warranties . Each Party represents and warrants to the other Party that (a) all necessary corporate action has been taken to authorize the execution, delivery and performance of this Agreement by the representing Party; and (b) the execution, delivery and performance of this Agreement by the representing Party does not, and will not, violate or constitute a breach of or default under any Governmental Requirement (as defined in Section 16.5) or any indenture, contract or other instrument to which its assets are bound or to which the representing Party's business is subject.

7.     Limitation of Liability .

7.1     General Disclaimer .  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BUNGE MAKES NO STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND CONCERNING THE SERVICES PROVIDED BY BUNGE OR ITS AFFILIATES UNDER THIS AGREEMENT.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER BUNGE NOR ITS AFFILIATES WILL BE LIABLE TO PRODUCER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES ARISING OUT OF, RELATING TO OR RESULTING FROM SERVICES PROVIDED UNDER THIS AGREEMENT OR THE FAILURE TO PROVIDE SERVICES UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT SUCH DAMAGES ARISE OUT OF OR RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUNGE; PROVIDED, THAT THE AGGREGATE AMOUNT OF ALL SUCH DAMAGES UNDER THIS AGREEMENT IN ANY FISCAL YEAR WILL NOT EXCEED THE AMOUNT OF THE MARKETING FEE IN SUCH FISCAL YEAR.  THE REMUNERATION TO BE PAID FOR THE SERVICES TO BE PERFORMED REFLECTS THIS LIMITATION OF LIABILITY.

7.2     Consequential Damages .  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES.

8.            Remedies .

8.1     Suspend Performance . Bunge may suspend its performance under this Agreement until Producer has paid all amounts due under this Agreement if Producer fails to pay any amount within 15 days after the date when such amount is due and uncured under this Agreement.

8.2     Specific Enforcement . The Parties shall have the right and remedy to seek to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction without the necessity of posting any bond, it being acknowledged and agreed by the parties that the scope of the provisions of this Agreement are reasonable under the circumstances.

8.3     Rights Not Exclusive . No right, power or remedy conferred by this Agreement will be exclusive of any other right, power or remedy now or hereafter available to a Party at law, in equity, by statute or otherwise.

9.     Force Majeure .