PROMISSORYNOTE/LOAN AGREEMENT (AdjustableRate Term Loan LIBOR Based)

PROMISSORY NOTE/LOAN AGREEMENT

(Adjustable Rate Term Loan — LIBOR Based)

June 20, 2002

                This note is made pursuant to and subject to the provisions of the most recent Basic Membership and Lending Relationship Agreement between the parties.

                For value received, the undersigned jointly and severally promise to pay to the order of AgCountry Farm Credit Services, PCA (the “Lender”), a federally chartered corporation, at its office in Fargo, North Dakota, the principal sum of $2,000,000.00, together with interest on the whole amount of said principal sum remaining from time to time unpaid.  The indebtedness shall bear interest at the initial rate of 4.98 percent per annum.  On the first day of each month the interest rate shall be adjusted by adding a margin of 3.14 percentage points to the index.  This margin shall remain in effect until the first day of June, 2003, at which time Lender may change the margin at its discretion, and Lender may continue to change the margin at successive intervals of one year(s) each thereafter.  The index for adjustments is the One Month London Interbank Offered Rate (“One Month LIBOR”) reported on the tenth day of the month preceding the interest rate change date by the Wall Street Journal in its daily listing of money rates defined therein as “the average of Interbank offered rates for dollar deposits in the London market based on quotations at five major banks.”  If a One Month LIBOR rate is not reported on the tenth day of a month, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used.  If this index is no longer available, Lender will select a new index which is based upon comparable information.

Repayment shall be as follows (check and complete one)

o                                    (Equal Payments)  Principal is payable on an amortization plan in            equal installments of $                each, unless the same are more or less by reason of adjustment(s) in the interest rate as aforesaid, beginning on the first day of                 ,                , and                          thereafter, and a final installment of the balance of principal and interest remaining unpaid is payable on the first day of                                 ,           , unless this note shall mature prior thereto by reason of advance payments of principal.

ý                                    (Decreasing Payments)  Principal is payable on an amortization plan in three equal installments of $500,000.00 each, beginning on the first day of June, 2004, and semi-annually thereafter, and a final installment of the balance of principal remaining unpaid is payable on the first day of December, 2005, unless this note shall mature prior thereto by reason of advance payments of principal; and interest is payable in addition to principal on the maturity dates of said principal installments.

Interest begins on the date(s) loan fund are disbursed and may be calculated based upon a 360- or 365-day year, as the Lender may determine.  If the period of time from the day interest begins to the due date of the first installment is more than the interval between installments, there will be an interest only payment due one installment interval prior to the due date of the first installment, but if such period is less than the interval between installments and principal in interest are payable in equal installments, then the first installment shall be decreased by the amount of

1

interest not yet accrued for that installment.   The undersigned may make advance payments in any amount and at any time without penalty.  Prepayments shall, at the option of the Lender, (a) be held by the Lender and then applied to installments of principal and interest next scheduled to  mature in the order of maturity; (b) be immediately applied to payment of principal then outstanding, resulting in a reamortizaiton of the remaining balance of the loan over the remaining term under the existing payment plan and in a corresponding reduction in the amount of future installments of principal and interest, or (c) be immediately applied to payment of principal then outstanding, with a corresponding reduction in the number of future installments of principal and interest in the inverse order of maturity, thus discharging the loan at an earlier date; provided, in any event, the Lender may, at its option, first apply any such prepayment to the payment of interest accrued to the date of prepayment.

                Upon failure to make any payment of either principal or interest when due or to repay any advancements made under the terms of the security instruments securing payment of this note or upon failure to comply with any of the covenants, conditions or agreements contained in this note, including any addendum attached hereto, or upon default under the provisions of the Basic Membership and Lending Relationship Agreement, then, at the option of the Lender, without presentment or demand, the entire indebtedness, including all principal, interest and advancements, shall at once become due and payable.  Prior to maturity, in the event of such default, the entire unpaid principal balance and all advancements shall bear interest from the date of default until such default is cured or the indebtedness is accelerated by reason of default at the rate of rates equal to the interest rate or rates for this loan that would otherwise be in effect during the period of default plus 2.00 percent per annum (the “default rate”), and the amount of such interest in excess of interest otherwise accruing in the absence of default shall be immediately due and payable.  At maturity or in the event of acceleration as aforesaid, then the entire indebtedness, including all principal, interest and advancements, shall bear interest until paid at the default rate in effect at the time of maturity or acceleration, as the case may be.  In the event that the undersigned fails to perform any of the agreements contained in this note, or if any action or proceeding is commenced which materially affects the Lender’s interest, including but not limited to eminent domain, insolvency, bankruptcy, code enforcement or probate, then the Lender at its option may make such appearances, disburse such sums and take such action as it deems necessary to protect its interest, including but not limited to, disbursement of reasonable attorneys’ fees.  Any amounts so disbursed by Lender shall become additional principal, due as incurred, and in the event of foreclosure or any action to collect on this note, be included in the judgment to the extent not prohibited by applicable law.

                The undersigned (“Borrower”), all of whom are makers, together with all endorsers, sureties and guarantors of this note, hereby waive presentment, notice of nonpayment, demand, protest and notice of protest, and diligence in enforcing payment hereof, consent to the extension of time for payment of any installment or other payment due hereunder from time to time without notice and to the reamortization of the indebtedness evidenced hereby from time to time without notice, and waive all defenses or right of offset which they or any of them may or might have against the Lender.

                As used herein, “Lender” shall mean the Lender named above and its successors and assigns as the holder of this note, and “Bank” shall include AgriBank, FCB and its successors, provided the Lender may not assign or otherwise transfer this note to any party other than the Bank, whether absolutely or as collateral security, without the express written consent of the Bank.  If this note is assigned or otherwise transferred to the Bank or another institution

2

chartered pursuant to the provisions of the Act, the interest rate hereunder may be established by such institution in accordance with the provisions of this note and related loan documents; however, notwithstanding any provision hereof to the contrary, upon an assignment or transfer to any other party note chartered under the Act, in the absence of maturity or acceleration as provided herein, the margin that is used for interest rate adjustments shall remain fixed for the remaining term of the loan at the margin amount that is in effect at the term of the assignment.

                Payment of the obligation evidence by this note is secured by the mortgage(s) or deed(s) of trust dated June 20, 2002, conveying real estate in the county or counties of                                                                                                , State or States of                                                                                                                                                               ...  This obligation is also secured by the security agreement(s) dated                                                            , as amended from time to time; or

ý If this box is checked, by all existing and future security agreements from all or any of the Borrowers (and from third parties if so intended) to the Lender.

o  All of the covenants and agreements contained in said security instruments are made a part of this note.

3

PROMISSORY NOTE/LOAN AGREEMENT

ADDITIONAL PROVISIONS

INDIVIDUAL LOAN PRICING PROGRAM:  The Program provides for charging differential interest rates according to loan classes determined by criteria adopted by the Lender from time to time, such as type of loan, purpose, amount, quality, funding costs, operating costs, servicing costs, and competitive interest rates.  These are separate types of loans and interest rates under the Program, each having a different rate of interest, and the loans within each class are assigned to an interest rate category.  It is possible that the particular rate for each class of loan may differ among such geographical areas as may be designated from time to time.  In the event that Borrowers default under the terms or conditions of any promissory note, membership agreement, mortgage or other security document, or any amendatory agreement to any of these, the Lender at its option may adjust this loan to any less favorable interest rate category then offered or maintained by Lender for loans of this type.  The higher interest rate shall become effective immediately upon placement of this loan into the less favorable interest rate category by Lender, and the loan may, at the option of Lender, remain in the less favorable interest rate category for the remaining term of the loan, regardless of whether Borrowers later cure the default.  Lender shall not place the loan into a less favorable interest rate category unless Lender has first given Borrowers written notice of the default, and Borrowers fail to cure the default within 60 days after Lender has given the notice.  Notice shall be deemed to have been given when Lender places such notice in the mail for first-class mailing to the last address of Borrowers known by Lender in addition to adjusting the loan to a less favorable interest rate category, Lender may also charge the higher default interest rate described below.

INTEREST RATE:  If this is a:

(a)           Variable Rate loan, the initial annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change at any time and by any amount during the term of the loan and will vary from time to time at the option of the Lender.

(b)           Fixed Rate loan, the annual rate of interest is equal to the Stated Interest Rate.  The interest rate is not subject to change during the term of the loan and will not be increased or decreased except in the event of default.

(c)           Adjustable Rate Operating RLOC, the initial annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change at any time and by any amount during the term of the loan, but only and after the first adjustment date, and the rate will not be increased or decreased prior to that date except in the event of default.

(d)           Adjustable Rate loan or an Adjustable Rate IT loan or an Adjustable Rate Capital RLOC, the initial annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change by any amount during the term of the loan, but only on the first adjustment date and on dates occurring at the end of the  successive adjustment intervals thereafter, and the rate will not be increased or decreased during any one such interval except in the event of default.

(e)           Adjustable Rate Prime Rate Based loan, the initial annual rate of interest is equal to the Stated Interest Rate.  The index for adjustments is the prime rate reported on the tenth day of the month preceding the interest rate change date by the Wall Street Journal, in its daily listing of money rate, defined therein as “the base rate on corporate loans posted by at least 75 percent of the nation’s 30 largest banks.”  If a prime rate is not reported on the tenth day of a

4

month, the prime rate reported on the first business day preceding the tenth day of the month will be used.  If this index is no longer available, Lender will select a new index which is based upon comparable information.

(f)            Capped Non-indexed Variable Rate loan, the initial annual rate of interest is equal to the Stated Interest Rate.  The interest rate is subject to change at any time and will vary from time to time at the option of the Lender.  The interest rate is not based on an index.  Except during periods of default when the additional percentage points specified herein shall be added to increase the interest rate, the interest rate may not increase or decrease by more than 6.00 percentage points above or below the initial annual rate of interest on any single change date or during the term of the Loan.

(g)           Fixed Then Indexed Adjustable Rate loan, the initial annual rate of interest is equal to the Stated Interest Rate.  Once the interest rate changes to an adjustable interest rate at the end of the fixed interest rate period, the index for adjustments is the estimated weekly average for one-year bonds funding cost index as reported by the Federal Farm Credit Banks Funding Corporation at its Web site, found in the Publications and Archives section at http:/www.farmcredit-ffcb.com. for that week which contains the date that is 45 days before the date that the adjustable interest rate is to be initially determined or subsequently adjusted.  If the date that is 45 days before either the expiration date of the fixed interest rate period or an Adjustment Interval is not a business day, the Lender shall use that estimated weekly average for one-year bonds funding cost index of that week which includes that business day which immediately precedes the 45-day date.  If this index is no longer available, the Lender will select a new index which is based on comparable information.  The Lender will give the Borrower notice of this choice.

(h)           Indexed Adjustable Rate loan, the initial annual rate of interest is equal to the Stated Interest Rate.  The index for adjustments is the estimated weekly average for on-year bonds funding cost index as reported by the Federal Farm Credit Banks Funding Corporation at its Web site, found in the Publications and Archives section at http://www.farmcredit-ffcb.com, for that week which contains the date that is 45 days before a date the interest rate is to be adjusted.  If the date that is 45 days before a date the interest rate is to be adjusted is not a business day, the Lender shall use that estimated weekly average for one-year bonds funding cost index for that week which includes that business day which immediately proceeds the 45-day date.  If this index is no longer available, the Lender will select a new index which is based on comparable information.  The Lender will give the Borrower notice of this choice.

(i)            Adjustable Rate LIBOR based loan, the initial annual rate of interest is equal to the Stated Interest Rate.  The index for adjustments is the One Month London Interbank Offered Rate (“One Month LIBOR”) reported on the tenth day of the month preceding the interest rate change date by the Wall Street Journal in its daily listing of money rates, defined therein as the average interbank offered rates for dollar deposits in the London market based on quotations at five major banks.  If a One Month LIBOR rate is not reported on the tenth day of a month, the One Month LIBOR rate reported on the first business day preceding the tenth day of the month will be used.  If this index is no longer available, Lender will select a new index which is based upon comparable information.

Interest may be based upon a 360-or-365-day year as the Lender may determine.

DEFAULT RATE OF INTEREST:  Prior to maturity, if Borrowers default under this document, the entire unpaid principal balance of the loan, including all advancements, shall bear

5

interest from the date of default until the default is cured or maturity of the loan is accelerated by reason of default at a rate equal to the interest rate for this loan that would otherwise be in effect during the period of default plus the Default Add-On Rate per annum (the “default rate”), and the amount of such interest in excess of interest otherwise occurring in the absence of default shall be immediately due and payable.  At maturity or upon acceleration of maturity by reason of default, the entire indebtedness including all principal, interest and advancements shall bear interest until paid at the default rate in effect at the time of maturity or acceleration of maturity, as the case may be.

DISBURSEMENTS OF PRINCIPAL:  Disbursements of principal may be made at various times at Borrowers’ request, subject to the provisions of this paragraph, Repayments of principal under a Revolving Line of Credit reinstate the loan commitment, subject to the terms of this document, but the total of the unpaid balance of future advances together with the existing indebtedness hereunder, in the aggregate at any one time outstanding, shall not exceed the Loan Amount; otherwise, repayments of principal do not reinstate the loan commitment, and total disbursements, in the aggregate shall not exceed the Loan Amount.  The Lender may withhold further disbursements if it determines that: (a) the value of the Collateral is insufficient; (b) loan proceeds have been used for purposes not approved by the Lender; (c) loan payments have not been made in accordance with the repayment plan contained in the loan application; or (d) an event has occurred which entitles the Lender to accelerate maturity of the loan.

DRAFT PROGRAM AGREEMENT:  If the Draft Program is applicable to this loan, the Borrowers may draw loan funds using the draft forms furnished by the Lender, subject to the following terms and conditions:

(a)           The Borrowers authorize and direct the Lender and its duly authorized agents to accept drafts made or drawn by any one of the Borrowers and to disburse loan funds accordingly, as specified in this document.  The Borrowers may be charged a reasonable fee for this program and the cost of printing drafts.

(b)           The Borrowers jointly and severally accept responsibility for all disbursements made pursuant to this authorization and direction.  The Lender shall not be obligated to inquire as to whether the Borrowers have issued specific directions for any particular draft or to determine whether the Borrowers have received the benefit of the proceeds of any particular draft before honoring such draft.  Drafts may be deposited directly into the bank account of any one of the Borrowers.

(c)           The minimum amount for which each draft may be written is the Minimum Draft amount.  In the event that Borrowers write any draft for an amount below this minimum, the Lender may charge Borrowers a reasonable fee for each draft that is not in compliance.

(d)           Drafts may not be written in excess of the undisbursed loan commitment.  The Lender reserves the right to revoke all future draft privileges without notice to the Borrowers in the event of an overdraft and the right to reject drafts that are not written for purposes specified in the loan documents or pursuant to these terms and conditions.  In the event that Lender chooses to honor a draft which exceeds the available loan commitment, Borrowers are liable for full repayment of the funds thus borrowed, plus interest, and Lender may charge Borrowers a reasonable overdraft fee.

(e)           The Borrowers agree to immediately notify the Lender in the event one or more drafts are lost, stolen, destroyed or otherwise misused and to indemnify the Lender and hold the

6

Lender harmless from any loss or claim if any draft is lost, stolen, forged, altered or otherwise misused if the Lender did not have notice of the same at least 24 hours prior to honoring such draft.

                (f)            The Borrowers may stop payment on a draft by request to the Lender. The Borrowers will be charged a reasonable fee for each stop-payment order and agree to reimburse the Lender for all damages, costs and expenses as a result of the Lender’s refusal to honor such draft. The Lender shall not be liable in the event the draft is honored following a stop-payment order if such order is not received in sufficient time to permit dishonor.

                (g)           This authorization and direction shall be effective as to this and, with the Lender’s approval, other existing and future loans to the Borrowers and shall continue in force and effect until the Lender receives written notice of revocation signed by the Borrowers, provided the privilege of using drafts may be withdrawn by the Lender and unused drafts must be surrendered to the Lender on demand.

FUNDS HELD PROGRAM:  Lender may offer a Funds Held Program (“Program”) that allows Borrowers to make advance conditional payments on designated loans.  Lender reserves the right, in its discretion, to amend or terminate the Program.  The following terms and conditions apply to all Program accounts in connection with loans from Lender.

                (a)           Subject to Lender’s rights to direct the application of payments, an advance payment made to be applied to future maturities on a loan will be placed in a Program account (“Account”) as of the date received.  If a special prepayment of principal is desired, Borrowers must so specify when an advance payment is made.

                (b)           Interest will accrue on funds in the Account at such times and at such rates as per Lender’s Program.  Lender may change the Interest rate or accrual period from time to time without notice. The Program may provide for different interest rates for different categories of loans.

                (c)           When a loan installment or other related charge becomes due, funds in the Account for that loan will be automatically applied on the due date toward payment of the Installment or related charge. Any accrued interest in the Account will be applied first.  If the funds in the Account are not adequate to pay the entire installment or related charge, Borrowers must pay the difference by the installment due date.

                (d)           Funds received after a loan installment or related charge has been billed will be applied to the installment or related charge due. Funds received in excess of the billed installment amount or related charge will be placed in the Account.

Even though no installment or related charge is due, Lender may, at its option, apply funds from the Account without notice to Borrowers as follows:

                -               Protective Advances. If Borrowers fail to pay when due other items Borrowers are required to pay pursuant to any loan document, Lender may apply funds in the Account to pay them.

                -               Account Calling.  If the Account balance exceeds the unpaid balance on the loan, Lender may apply the funds in the Account to pay off the loan and will return any excess funds.

                -               Transfer of Security.  If Borrowers sell, assign, or transfer any interest in any collateral for the loan, Lender may apply the funds in the Account to the remaining loan balance.

                -               Deceased Borrowers.  If all Borrowers are deceased, Lender may apply the funds in the Account to the remaining loan balance.

7

                -               Termination of Program.  If Lender decides to terminate the Program, it may apply all funds in the Account to the remaining loan balance effective on the termination date.

                (e)           Lender may, in its discretion, permit Borrowers to withdraw funds from the Account in accordance with Lender’s Program.

                (f)            Neither the advance payments nor the accrued interest in an Account are insured by a governmental agency or instrumentally.  If Lender is placed in liquidation, Borrowers shall be sent by the receiver such notices as required by FCA regulations then in effect.  Such regulations currently provide for advance notice from the receiver that funds in the Account will be applied to the loan and that funds in the Account will not earn interest after the receiver is appointed.

LOAN PAYMENTS:  If the loan is payable in installments and the period from the day interest begins to the due date of the first installment is more than the interval between installments, there may be an interest only payment due one installment interval prior to the due date of the first installment, or the interest may be included in the first installment at the option of the Lender, but if such period is less than the interval between installments and principal and interest are payable in equal installments, then the first installment will be decreased by the amount of interest not yet accrued for that installment.  The final installment may be more or less than preceding installments, if any, and any periodic adjustments to the interest rate will result in corresponding changes in the amount of installments, if the loan is payable in installments, or the amount due at maturity.  The Borrowers may make advance payments in any amount and at any time without penalty.  Prepayments shall, at the option of the Lender, (a) be held by the Lender and then applied to installments of principal and interest next scheduled to mature in the order of maturity, (b) be immediately applied to payment of principal then outstanding, resulting in a reamortization of the remaining balance of the loan over the remaining term under the existing payment plan and in a corresponding reduction in the amount of future installments of principal and interest, or (c) be immediately applied to payment of principal then outstanding, with, if an amortized loan, a corresponding reduction in the number of future installments of principal and interest in the inverse order of maturity, thus discharging the loan at an earlier date; provided, in any event, the Lender may, at its option, first apply any such prepayments to the payment of interest accrued to the date of prepayment.

PERSONAL PROPERTY AND FIXTURES:  The following subsections (1) and (2) including the definitions apply, in addition, only if the collateral described on Promissory Note/Loan Agreement, and each addendum thereto, is personal property or fixtures:

(1)           Obligations and Collateral.  The Borrowers grant to the Lender as security for the payment and performance of this loan and the other Obligations a security interest in all of the Borrowers’ rights, title, and interest in the Collateral, including all rights to transfer an interest in the Collateral.  “Obligations” means this loan and all other loans and advances by the Lender except any loan to which a Basic Membership and Lending Relationship Agreement (Rural Residence/Country Living Loans) applies including: (a) existing and future indebtedness, liabilities, and other obligations of the Borrowers to the Lender of any kind, absolute or contingent, due or to become due, arising out of existing or future credit granted by the Lender to the Borrowers, or any one or more of them, and all extensions and renewals thereof from time to time; and (b) all costs incurred by the Lender in enforcing its rights under this document with interest, including attorney’s fees and legal costs.  “Collateral” means (a) the property described

8

on Promissory Note/Loan Agreement and each addendum thereto; (b) all additions, accessions, replacements, and substitutions of the Collateral and property of similar type or kind now owned or hereafter acquired by the Borrowers; and (c) to the extent not included in (a) or (b) as original Collateral, all products and proceeds of the Collateral.  If the Collateral includes crops now growing or to be grown in North Dakota, the following provision is part of this document:

This security agreement covers crops now growing.  This security agreement also covers future crops to be grown in the current year or any fiscal year hereafter.

The Borrowers agree to deliver upon the request of the Lender such additional security instruments as the Lender may deem necessary at any time.

(2)           Warranties and Agreements.  The Borrowers warrant and agree that:

(a)           The Borrowers are the absolute owners of the Collateral free from any encumbrances, liens, security interests, or equity interests, except for the security interest granted herein and except as disclosed by the Borrowers to the Lender in writing.

(b)           The Borrowers shall: (1) care for the Collateral and not permit its value to be impaired; (2) keep the Collateral free from all encumbrances, liens, and security interests, other than those created or expressly permitted hereof; (3) defend the Collateral against all claims and legal proceedings by persons other than the Lender; (4) pay and discharge when due all taxes, license fees, levies, and other charges upon the Collateral; and (5) immediately inform the Lender in writing of any change in Borrowers’ address or the location of the Collateral.  Loss of or damage to the Collateral shall not release the Borrowers from any of the Obligations.  Upon demand, the Borrowers will provide additional collateral acceptable to the Lender.

(c)           At the Lender’s request, the Borrowers shall keep all Collateral and the Lender’s interest in it insured under policies naming the Lender as loss payee, with provisions, coverages, amounts, and by insurers satisfactory to the Lender, and the Borrowers shall furnish Lender satisfactory evidence of such insurance.

(d)           The Borrowers shall pay all expenses which are permitted to be recovered from the Borrowers by applicable law and, upon request, take any action reasonably deemed advisable by the Lender to preserve the Collateral or to establish, determine the priority of, perfect, continue, or enforce the Lender’s interest in the Collateral.

(e)           The Lender is authorized to examine the Collateral at reasonable times.

(f)            The Borrowers shall not dispose of any of the Collateral without the authorization of the Lender and, except as otherwise agreed to in writing by the Lender, shall apply the proceeds of all dispositions of the Collateral to payment of this loan.

(g)           The Borrowers understand that the unauthorized disposition of Collateral with intent to defraud the Lender constitutes a federal criminal offense.

(h)           The Borrowers hereby authorize the Lender to file all financing statements describing the Collateral, and all amendments thereto, in any offices as the lender, in its sole discretion, may determine.  The Borrowers hereby also authorize the Lender to file all effective financing statements describing the Collateral pursuant to 7 U.S.C. section 1631, and all amendments thereto, in any offices as the Lenders, in its sole discretion, may determine.

(i)            If the Collateral includes federal or state government program entitlements or payments, the Borrowers shall execute and deliver to the Lender all assignments, transfers, and other documents required by the Lender to transfer, convey, and assign to the lender all such federal and state government program entitlements, payments, rights to payment whether or not earned by performance, accounts, general intangibles, and benefits.

9

(j)            All terms in this Agreement that are defined in the Uniform Commercial Code, as enacted in the state in which Lender’s office originating this Loan is located and as amended from time to time (“UCC”), shall have the meanings set forth in the UCC.  The meaning of a term hereunder shall automatically change on the effective date of each amendment to the definition of such term in the UCC.

(k)           For each Borrower that is not an individual, the legal name of each such Borrower is as set forth in the Note or an addendum thereto.  None of the Borrowers have used any trade name, assumed name, or other name except those set forth in the Note or an addendum thereto.  The Borrowers shall give the Lender written notice at least 30 days before the date of (1) any change in any Borrower’s name or (2) any use by any Borrower of another name.

(l)            If any of the Borrowers is a Registered Organization, as that term is defined in the UCC, all information provided by the Borrowers to the Lender concerning the state(s) of organization for the Borrowers is true, accurate, and complete.  None of the Borrowers shall change its state of organization without the prior written consent of the Lender.  Borrowers shall provide the Lender with written notice at least 30 days before the date any Borrower takes any action to change its state of organization.

(m)          If any of the Borrowers is an individual or an entity that is not a Registered Organization, all information provided by the Borrowers to the Lender concerning the address of an individual Borrower’s residence or the address of the chief executive office of an entity that is not a Registered Organization is true, accurate, and complete.  None of the individual Borrowers shall change that address of residence without providing written notice to the Lender at least 30 days before the effective date of such address change.  None of the Borrowers that are entities that are not Registered Organizations shall change that address of the chief executive office without providing written notice to the Lender at least 30 days before the effective date of such address change.

(n)           To the extent that the Borrowers use proceeds of the Loan extended by the Lender to purchase Collateral, Borrowers’ repayment of the Loan shall apply on a “first-in-first-out” basis so that the portion of the Loan used to purchase a particular item of the Collateral shall be paid in the chronological order the Borrowers purchased the Collateral.

FINANCIAL RECORDS:   The Borrowers agree to maintain complete and accurate financial books and records for Borrowers’ business, permit access by the Lender and to provide periodic financial information as requested by Lender in a form acceptable to Lender.

PAYMENTS BY LENDER:   The Lender is authorized but not obligated to pay the following items and charge them to the loan with interest, at the rate(s) then applicable to this loan: (a) amounts required to pay prior liens on the Collateral; (b) the cost of insurance carried by the Borrowers in connection with this loan or any financially related service offered by or through the Lender; (c) appraisal and title evidence costs, recording the filing fees, and similar items; (d) amounts required for the Borrowers to require and maintain stock or participation certificates in the Lender or the Lender’s parent association, as applicable; and (e) any accrued interest hereunder that is not paid when due.

EVENTS OF DEFAULT:   Each of the following constitutes a default by Borrowers under this document:  (a) the failure to perform any warranty or agreement contained in this document or in any instrument securing payment of this loan or related to this loan; (b) default under any other

10

promissory note executed by the Borrowers, or any one or more of them, and payable to the Lender except any note to which a Basic Membership and Lending Relationship Agreement (Rural Residence/Country Living Loans) applies; (c) default under any lease executed by the Borrowers, or any one or more of them, under which the Lender is the Lessor, and, it shall also be an event of default under this document if an event of default occurs on any other loan or lease that any of the Borrowers has with either the Lender’s parent association or any subsidiaries of the Lender’s parent association; (d) any statement or report furnished by the Borrowers to the Lender is false in any material respect; (e) any Collateral is lost, stolen, substantially damaged, destroyed, or, without the Lender’s consent, sold or encumbered; (f) any of the Borrowers dies, is dissolved, declares insolvency, is declared insolvent, or is the subject of any proceeding under any bankruptcy or insolvency law; or (g) the Lender, in good faith, deems itself insecure or determines that the prospect of payment of this loan or the prospect of performance of this or any other instrument securing this loan or relating to it is impaired.

LENDER’S REMEDIES:   Lender, in addition to other rights provided in this document or by law or agreement, may do any one or more of the following if Borrowers default under this document: (a) declare this loan and any or all other loans to Borrowers or any one or more of them (except any loan to which a Basic Membership and Lending Relationship Agreement (Rural Residence/Country Living) applies) immediately due and payable; (b) as to Collateral which is personal property or fixtures, exercise all the remedies of a secured party under the Uniform Commercial Code including without limitation: (1) without notice to the Borrowers or judicial process peaceably enter upon any premises where the Collateral is located, take possession of it and remove it from the premises; (2) require the Borrowers to assemble the Collateral and make it available to the Lender at a place designated by Lender which is reasonably convenient to both parties; and (3) use and occupy the Borrowers’ premises to care for livestock collateral.  Crops are perishable and may decline speedily in value and the Lender at Borrowers’ expense may care for and harvest the crops and dispose of them at private sale; (4) require Borrowers to reimburse the Lender for expenses incurred by the Lender in protecting or enforcing its rights under this document, including without limitation reasonable attorney’s fees and legal expenses when permitted by law.  (5) After deduction of expenses, the Lender may apply the proceeds of disposition to the Obligations in the order and amounts it elects.

ASSIGNMENT OF LOAN:   The Lender may not assign or otherwise transfer this loan to any party other than AgriBank, FCB and its successors (the “Bank”), whether absolutely or as collateral security and whether in the ordinary course of business or otherwise, without the express written consent of the Bank.  If this loan is assigned or otherwise transferred to the Bank or another institution chartered pursuant to the provisions of the Farm Credit Act of 1971, as amended, (“Act”) the interest rate hereunder may be established by such institution in accordance with the provisions of this document.  If this loan is assigned or transferred to a party not chartered under the Act, notwithstanding any contrary provision in this document, in the absence of maturity or acceleration, the following apply:

                (a)           If this is a Variable Rate loan or an Adjustable Rate Operating RLOC, adjustment in the interest rate will be made only on the dates occurring at successive intervals of one year each after the first day of the month and year of such assignment based upon an index and margin.  The index will be the weekly average yield on United States Treasury securities, as made available by the Federal Reserve Board, adjusted to a constant maturity of one year.

11

                (b)           If this is an Adjustable Rate Capital RLOC or Adjustable Rate IT loan, the interest rate will continue to be adjusted on the dates and intervals described therein based upon an index and margin.  The index will be the same as for a Variable Rate Loan, except it will be adjusted to a constant maturity of a length equal to the length of the interval between adjustments specified above (if U.S. Treasury yield figures are not available for this length, the U.S. Treasury yield figures which are available for the closest length of time which is shorter than the interval between adjustments will be used).

                (c)           For interest rate adjustments under (a) and (b), the margin will be the amount by which the interest rate in effect for this loan at the time of the assignment, in the absence of default, exceeds the index that would have been effective for the date that this interest rate was established for this loan (the last previous repricing date).  The new interest rate will calculated by adding the margin to the applicable current index and rounding the total to the nearest one-eighth of one percent, subject however, to the provision herein for a higher default rate.  The current index will be the most recent index available as of 45 days before the date the interest rate is to be adjusted.  If the applicable index is not available, the Lender will select a new index which is based upon comparable information.  The interest rate shall never exceed the rate permitted by applicable law.

                (d)           If this is an Adjustable Rate Prime Rate Based loan, the margin that is used for interest rate adjustments shall remain fixed for the remaining term of the loan at the margin amount that is in effect at the time of the assignment.

WAIVER:  The Borrowers and other parties to this transaction (except the Lender), and each of them, whether principal, surety, guarantor, endorser, or other party, agree to be jointly and severally bound and, further, waive demand, protest, and notice of demand, protest, or nonpayment, and agree that the liability of each shall be unconditional without regard to the liability of any other party and shall not be affected by any indulgence, extension or extensions of time, renewal, waiver, release of any party or of any Collateral, or other modifications granted or consented to by the Lender.  The rights and powers granted to the Lender hereunder shall not, nor shall any provision hereof, be waived except in writing signed by the Lender, and the provisions hereof shall not be modified, limited or waived by any prior or subsequent course of dealing between the parties or between the Borrowers and third parties or by any usage of trade.  To the extent the Bank gives or has given value to the Lender in reliance hereon, either by way of loan or discount, the Borrowers hereby waive any and all other defenses or right of offset which the Borrowers or any of them may or might have against the Lender when this document is held by the Bank, its collateral custodian, or the successors or assigns of either.

APPOINTMENT OF AGENT:   Each of the Borrowers hereby appoints each of the other Borrowers as agent for the purposes of this loan and, if applicable, the Obligations and agrees that loan funds, dividends, stock retirement proceeds, and other distributions may be disbursed to or by order of any one or more of them.  This appointment shall continue until written notice of termination is received by the Lender.

ASSOCIATION MEMBERSHIP:   The Borrowers agree to purchase and maintain stock or participation certificates in the Lender or the Lender’s parent association, as applicable, in amounts as may be required from time to time under the Capital Plan adopted by the Board of Directors pursuant to applicable Bylaws.

12

MODIFICATION:   No modification of this document or any related document shall be enforceable unless in writing and signed by the party against whom enforcement is sought.  Oral agreements or commitments to loan money, extend credit, or to forbear from enforcing payment of a debt including promises to extend or renew such debt are not enforceable.  To protect you (the Borrowers) and us (the Lender) from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

REPORTING:   Lender, its agents, successors and assigns may report Borrowers’ names and information regarding this loan and all of Borrowers’ past and future loans to credit reporting agencies.

FOR ILLINOIS AND MISSOURI LOANS ONLY:   Unless you (the Borrowers) provide us (the Lender) with evidence of the insurance coverage required by your agreement with us, we may purchase insurance at your expense to protect our interests in your Collateral.  This insurance may, but need not, protect your interests.  The coverage that we purchase may not pay any claim that you make or any claim that is made against you in connection with the Collateral.  You may later cancel any insurance purchased by us, but only after providing us with evidence that you have obtained insurance as required by our agreement.  If we purchase insurance for the Collateral, you will be responsible for the costs of that insurance including interest and any other charges we may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.  The costs of the insurance may be added to your total outstanding balance or obligation.  The costs of the insurance may be more than the costs of insurance you may be able to obtain on your own.

POWER OF ATTORNEY:   Borrowers hereby irrevocably appoint the Lender as Borrowers’ attorney-in-fact to act for the Borrowers with full authority in the place and name of the Borrowers to take any action and to execute any instrument which the Lender may deem advisable to accomplish the purposes of this Agreement, including authority — (a) to endorse, collect, sue for, compromise, and receive any draft, instruments, documents, or moneys due in connection with the Collateral; (b) to file any claims or take any action or institute any proceedings which the Lender may deem desireable for the collection of any of the Collateral or otherwise to enforce the rights of the Lender with respect to any of the Collateral; (c) to disburse funds including paying insurance premiums, taxes, liens, and other costs of preserving the Collateral; and (d) to establish, determine priority of, perfect, continue perfected, preserve, enforce, or terminate the Lender’s rights and interests under this Agreement.  The Lender may charge its expenses of doing so to any of the Obligations and the Borrowers shall pay them upon demand with interest from the date each expense is incurred at the rate in effect on the date each expense is incurred on the applicable Obligation.

AUTHORIZATION FOR ACCESS TO INFORMATION:   Borrowers acknowledge and agree that the verification or reverification of any information, whether contained in the Borrowers’ loan application or in any other manner supplied by the Borrowers to the Lender in connection therewith, may be made at any time by the Lender, its agents, successors, or assigns,

13

either directly or through a credit reporting agency, from any source whether named in the Borrowers’ loan application or otherwise provided to the Lender by the Borrowers.

BORROWERS’ PRIVACY DISCLOSURE:   Your privacy is important to us.  We want you to know that we hold your financial and other personal information in strict confidence.  Since 1972, Farm Credit Administration regulations have forbidden the directors and employees of Farm Credit Institutions from disclosing personal borrower information to others without your consent.  We do not sell or trade our customers’ personal information to marketing companies or information brokers.

FCA rules allow us to disclose customer information to others only in these situations:

-                                            We may give it to another Farm Credit institution that you do business with.

-                                            We can be a credit reference for you with other lenders and provide information to a credit bureau or other consumer reporting agency.

-                                            We can provide information in certain types of legal or law enforcement proceedings.

-                                            FCA examiners may review loan files during regular examinations of our association.

-                                            If one of our employees applies to become a licensed real estate appraiser, we may give copies of real estate appraisal reports to the State agency that licenses appraisers when required.  We will first remove as much personal information from the appraisal report as possible.

As a member/owner of this institution, your privacy and the security of your personal information are vital to our continued ability to serve your ongoing credit needs.

UNAUTHORIZED DISPOSITIONS AND FALSE STATEMENTS:   Borrowers understand that it is a federal crime punishable by fine, imprisonment, or both to knowingly make any false statements in the Borrowers’ loan application as applicable under the provisions of Title 18, United States Code, Section 1014.  Borrowers also understand that any unauthorized disposition of Collateral or the making of any false statement or report to the Lender in connection with a loan could result in civil and criminal consequences to the Borrowers as applicable under the provisions of Title 18, Untied States Code, Sections 658 and 1014.

PARTIES BOUND:   Each person signing the Note, other than the Lender, is a Borrower.  The Obligations of all Borrowers are joint and several, and all Borrowers hereby acknowledge, receipt of all proceeds of the Loan.  This agreement benefits the Lender, its successors, and assigns. This Agreement shall bind the Borrowers, the Borrowers’ heirs, personal representatives, successors, and assigns, and all persons and parties who become bound as a Borrower under this Agreement.

14

ADDENDUM TO NOTE/LOAN AGREEMENT

June 20, 2002

                This Addendum is a part of, and contains additional terms and conditions for, a Promissory Note/Loan Agreement (“Note”) dated June 20, 2002, in the principal amount of $2,000,000.00, evidencing a loan extended by AgCountry Farm Credit Services, PCA (“Lender”) to the Borrowers.  Unless waived in writing by the Lender, until all liabilities of the Borrowers under this loan have been paid and satisfied in full, the Borrowers covenant and agree as follows:

1.                                       COVENANTS:  The following covenants and agreements amend and supplement the Note, the Security Agreement and the Real Estate Mortgage.  To the extent of any inconsistency between the provisions of the Note, the Security Agreement or the Real Estate Mortgage and this Addendum, this Addendum governs.

2.                                       FINANCIAL — MINIMUM OWNER EQUITY:  Borrower(s) shall maintain minimum owner equity percentage of 40% by 10-01-04 and thereafter.  Calculation of such owner equity percentage is made by dividing the difference between total assets and total liabilities by total assets and expressing the result as a percentage.

3.                                       FINANCIAL — CURRENT RATIO:  Beginning with the 10/01/03 balance sheet, Borrower shall maintain a current ratio greater than 1:1 and 1.2.1 by 10-01-04 and thereafter.  Current ratio is defined as a current assets divided by current liabilities from the most recent balance sheet.  Classification and valuation of assets and liabilities are to be determined by Lender in accordance with its policies and procedures.

4.                                       FINANCIAL.  By 12/31/04, Borrower agrees to maintain a fixed charge coverage ration of 1.15:1.00.  Fixed charge coverage ratio is defined as: (earnings before interest, taxes, depreciation and amortization) divided by the sum of: a) interest; b) mandatory debt retirement; c) cash taxes; d) maintenance capital expenditures; and e) cash patronage dividends and cash equity retirements to be measured at fiscal year end.

5.                                       MISCELLANEOUS — CAPITAL SPENDING LIMITATION DURING TERM OF NOTE:  Borrower shall not, during the term of this Note, without the prior written consent of Lender, make any expenditure or incur any indebtedness for tangible capital assets or incur obligations for operating or capital leases aggregating more than $500,000 per year.  For this purpose a tangible capital asset is land or a fixed tangible asset which is depreciable under the Federal Internal Revenue Code.

6.                                       Borrower to insure business with adequate property casualty insurance and adequate liability insurance.  AgCountry to be named loss payee and additional insured.

7.                                       FINANCIAL REPORTING — CERTIFIED AUDIT:  Within 120 days after the Borrowers 12/31/02 fiscal year and annually thereafter, Borrower shall provide Lender with a written balance sheet of borrower as of the close of such fiscal year and a written

15

statement of profit and loss of Borrower for such year, prepared in accordance with generally accepted principles of accounting and certified by a firm of independent accountants selected by Borrower but satisfactory to Lender.  Such reports shall be set forth in a format comparing the results of the most recent fiscal year to those in the prior fiscal year certified report and in all reasonable details.

8.                                       QUARTERLY FINANCIAL REPORTING:  Within 30 days of the previous quarter-end, Borrower(s) shall provide lender with the previous quarter-end reports consisting of a balance sheet, profit and loss statements and other reports requested to monitor performance.

9.                                       CORPORATE AND PARTNERSHIP — RESTRICTION ON CORPORATE DIVIDENDS AND DISTRIBUTIONS:  Until all scheduled payments to Lender are paid, Borrower shall not, without the prior written consent of Lender, declare or pay dividends on capital stock, make any distribution on or redeem any capital stock, or pay or make any distribution to stockholders except in accordance to the Credit Agreement dated June 19, 2002 between Borrower and AgCounty Farm Credit Services, FLCA.

10.                                 CORPORATE AND PARTNERSHIP — LIMITATION ON CORPORATE OFFICER COMPENSATION:  Until all scheduled payments to Lender are paid, Borrower shall not, without the prior written consent of Lender, increase the level of compensation to officers or owners.

11.                                 ACCOUNTING METHODS — Borrower shall not adopt any accounting methods, which are inconsistent with generally accepted accounting principals (GAAP).  To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Addendum, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrower and Lender agree in writing to an adjustment to such computation or determination to account for such change in GAAP.  Furthermore, Borrower will not change any accounting methods, allow any restatement of its earnings, change in depreciation or inventory methods, or reclassification of balance sheet accounts, including but not limited to, the sale and leaseback of any asset, without full and immediate disclosure to Lender.  Lender shall have the right to accept or reject any and all changes that Lender, in its sole discretion, determines are material.  Lender shall also have the right to review and adjust any and all loan covenants, interest rates and other contract agreements upon determining a material change has occurred.

12.                                 REPAYMENT — 35% of all proceeds obtain by Borrower from the USDA Farm Service Agency Bioenergy Program shall be remitted to Lender as received by Borrower, but not less than $500,000 plus accrued interest semi-annually starting 6-1-04 until paid in full.

13.                                 OTHER INDEBTEDNESS — If borrower should fail to pay any indebtedness to any other person or entity for borrowed money or any long-term obligation when due, or any other event occurs which, under any agreement or instrument relating to indebtedness or obligation, has the effect of accelerating or permitting the acceleration of such indebtedness or obligations; then all Lender obligations become due.

16

14.                                 DEFAULT EVENT — Borrower shall be in default if borrower fails to pay any principal or interest or fees when due and such failure shall continue un-remedied for a period of 10 days.

15.                                 DEFAULT EVENT — Borrower shall be in default if borrower fails to observe or perform any covenant or agreement contained in this agreement or other loan documents and such failure shall remain un-remedied for 30 days after the earlier of: 1) any officer of Borrower becomes aware of such failure or 2) Lender notifies borrower of such failure.

16.                                 LIENS AND ENCUMBRANCES — Lender acknowledges all liens and encumbrances granted by the Borrower to the Lender under the Credit Agreement dated June 19, 2002 between Borrower and AgCountry Farm Credit Services, FLCA.

17.                                 TAXES — Borrower to pay all taxes before they become delinquent.

Great Plains Ethanol, LLC, a South Dakota Limited Liability Company

17