Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. TOLL AGREEMENT

a)      Risk of loss (but not title, which shall remain with MBF at all times) of Feedstock shall pass from MBF to REGH at the Feedstock Delivery Point. MBF shall be deemed to own, be in exclusive possession and control of, and be responsible for any damages or injury caused by or to, Feedstock delivered hereunder up to the point of delivery at the Feedstock Delivery Point. REGH shall be deemed to be in exclusive possession and control of, and be responsible for any damages or injury caused by or to, the Feedstock upon and following receipt of the Feedstock at the Feedstock Delivery Point.

b)      Risk of loss (but not title, which shall remain with MBF at all times) of Biodiesel shall pass from REGH to MBF at the Biodiesel Delivery Point. REGH shall be deemed to be in exclusive possession and control of, and be responsible for any damages or injury caused by or to, Biodiesel from the Feedstock Delivery Point until delivery at the Biodiesel Delivery Point. MBF shall be deemed to be in exclusive possession and control of, and be responsible for any damages or injury caused by or to, Biodiesel upon receipt of the Biodiesel at the Biodiesel Delivery Point, except to the extent that such damages or injury are caused by REGH’s negligence, intentional misconduct, or breach of this Agreement.

a)      Reserved.

b)      Payment to REGH for Biodiesel Deliveries & Daily Toll Fees:

Upon delivery of Biodiesel (other than REGH Replacement Biodiesel or Third Party Replacement Biodiesel) at the Biodiesel Delivery Point, REGH shall prepare and deliver to MBF an invoice for the Toll Fee applicable to such Biodiesel. Each invoice must show (a) the volume of Biodiesel delivered to MBF at the Biodiesel Delivery Point, (b) the Base Toll Fee applicable to such Biodiesel, and (c) any quality differentials and other detail as agreed between the Parties. Invoices may be in either electronic or hard copy form. Upon the occurrence of a Low Inventory Day, REGH shall prepare and deliver to MBF an invoice for the Daily Toll Fee applicable to such Low Inventory Day. Upon receipt of an invoice and all related bills of lading and, as applicable, BQ9000 and/or quality certifications from REGH, MBF shall make prompt payment of

the invoice amounts for Toll Fees and Daily Toll Fees by direct wire or electronic transfer to the designated account of REGH no later than three (3) days from such receipt unless otherwise provided hereunder or agreed in writing by the Parties. REGH will, upon request, provide MBF with copies of paid invoices and other evidence reasonably satisfactory to MBF, to verify the amount used and cost of any additives requested by MBF set forth on any invoice.

If MBF fails to pay all or any part of any invoiced amount when due, interest will accrue daily on the unpaid amount (except for any portion thereof that is subsequently determined to be overstated) at the prime rate at WestLB AG bank plus 3.5% per annum, compounded monthly until all amounts are paid in full. The parties agree to a rebuttable presumption that the invoices delivered by HDB are correct, if MBF does not give written notice of a dispute within 30 days of delivery of such invoice. MBF’s failure to pay any moneys due and owing under an invoice shall, subject to the default provisions of this Agreement, constitute an event of default of this Agreement.

“Final Delivery Date” will mean, with respect to a particular production period, the earlier of (i) the date upon which the final lot of the Biodiesel Volume to be delivered by REGH in such production period is ready for delivery or (ii) the date that is a number of days following the last Biodiesel Delivery Date listed on Schedule 1 (as originally stated and amended pursuant to Section 20 due to a Force Majeure, but not amended pursuant to Section 6 hereof) equal to the number of days for which MBF is obligated to pay a Daily Toll Fee. “Paid-Up Production Date” will mean the date that is a number of days following the Final Toll Date specified on Schedule 1 equal to the number of days in such production period for which MBF is obligated to pay a Daily Toll Fee. If MBF incurs Daily Toll Fees within a particular production period and the Final Delivery Date occurs prior to the Paid-Up Production Date, REGH will refund to MBF, to the extent paid by MBF, or cancel and treat as satisfied any such charge to the extent due but not paid, the Daily Toll Fees for each day for which the Final Delivery Date precedes the Paid-Up Production Date. MBF may offset any such refund due against any invoice from REGH.

c)      Payment Difference:

At the end of the Initial Production Period and each Renewal Production Period thereafter, MBF shall pay to REGH any positive difference between (the “Payment Difference”): (i) the applicable Toll Fee multiplied by the number of metric tons of Biodiesel required to be delivered during such production period in accordance with Schedule 1, less (ii) the product of the Toll Fee multiplied by the sum of (A) the actual number of metric tons of Biodiesel delivered by REGH to MBF during such production period (and including any REGH Replacement Biodiesel and Third Party Replacement Biodiesel referenced herein at Section 16(d) and delivered to MBF, for which MBF has paid to REGH the applicable REGH Replacement Biodiesel Price or Third Party Replacement Biodiesel Price (as such terms are defined hereafter)), plus (B) the number of metric tons of Biodiesel required to be delivered to MBF during such production period that REGH failed to deliver in accordance with its obligations under this Agreement.

REGH shall deliver to MBF a statement of payment difference (“Statement of Payment Difference”) within three days of the end of the applicable production period. Such Payment Difference shall be paid by MBF to REGH within seven days of receipt by MBF of the Statement of Payment Difference.

d)      Inability to Supply:

REGH will provide MBF with a prior written notice of any anticipated production downtime or disruption to Biodiesel production at the REGH facility caused by operational (minimum of three (3) calendar days’ notice) or maintenance issues (minimum of ten (10) calendar days’ notice) and provide detailed descriptions (including specifications and feedstock) of any available amounts of Biodiesel that REGH would propose to supply in replacement of any volumes of Biodiesel that cannot be provided by the REGH facility due to a default of REGH to perform hereunder. Such proposed replacement Biodiesel that (a) meets or exceeds the Biodiesel specifications contained in Section 5 hereof, (b) is produced using the same feedstock type or feedstock blend, (c) is produced using feedstocks meeting the same sustainability criteria as the Feedstock from with the Biodiesel being replaced would have been produced, (d) is of like kind and quality, (e) is available at the MBF’s intended port of embarkation for the Biodiesel being replaced (or such other port that the MBF agrees to in writing in its sole discretion and in advance, in which case the REGH will reimburse MBF for the Incremental Transportation

Costs associated with such substitute port) on or before the date on which the Biodiesel that is being replaced was to be at such port of embarkation, and (f) is offered by REGH for sale to MBF, free and clear of any liens or claims of any third party, for the price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“REGH Replacement Biodiesel Price”), shall be referred to as “REGH Replacement Biodiesel.” If all above criteria are met, MBF will accept the REGH Replacement Biodiesel, and upon delivery REGH will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to REGH the REGH Replacement Biodiesel Price. Any proposed replacement Biodiesel that is not REGH Replacement Biodiesel shall be referred to as “Third Party Replacement Biodiesel.”

In the event that REGH’s notice offers Third Party Replacement Biodiesel, MBF shall have the sole discretion to accept or reject such Third Party Replacement Biodiesel. If MBF does not accept an offer of Third Party Replacement Biodiesel within three (3) business days of REGH’s notice, such offer shall be deemed rejected. If MBF accepts such offer of Third Party Replacement Biodiesel, upon delivery REGH will reimburse MBF for the Incremental Transportation Costs and MBF shall pay to REGH a price equal to the Toll Fee that MBF would have been obligated to pay hereunder for the Biodiesel being replaced (“Third Party Replacement Biodiesel Price”). If REGH delivers REGH Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then REGH will be deemed to have performed its obligation with respect to the volume of REGH Replacement Biodiesel and/or the accepted volume of Third Party Replacement Biodiesel, as applicable; provided that REGH reimburses MBF for the Incremental Transportation Costs of any REGH or approved Third Party Replacement Biodiesel.

If REGH delivers REGH Replacement Biodiesel to MBF, and/or if MBF elects to accept Third Party Replacement Biodiesel, then REGH will become the owner of the Feedstock that REGH failed to process into Biodiesel, free and clear of any liens or claims of any third party, up to the volume of REGH Replacement Biodiesel delivered and/or the accepted volume of Third Party Replacement Biodiesel, as applicable, multiplied by a factor of *** for tallow Feedstock, and multiplied by a factor of *** for soybean oil Feedstock. Title to such Feedstock will pass to REGH only upon delivery and passage of title, free and clear of any liens or claims of any third party,

to MBF of the REGH Replacement Biodiesel and/or the accepted Third Party Replacement Biodiesel, as applicable. If REGH does not offer REGH Replacement Biodiesel and/or Third Party Replacement Biodiesel, or if MBF does not accept the Third Party Replacement Biodiesel offered, as applicable, REGH’s failure to deliver the committed Biodiesel shall, subject to the default provisions of this Agreement, constitute a default of this Agreement.

For purposes of this Section, “Incremental Transportation Costs” means the excess of (a) the sum of any and all costs to transfer the REGH Replacement Biodiesel or approved Third Party Replacement Biodiesel to MBF’s final destination and any and all costs associated with delaying or cancelling transportation arrangements previously arranged by MBF for transportation of the Biodiesel, over (b) the sum of any and all costs that would have been incurred to transfer the Biodiesel to MBF’s final destination had REGH delivered such Biodiesel in accordance with this Agreement, as measured by the cost of the transportation arrangements previously arranged by MBF for transportation of the Biodiesel.

e)      BQ-9000 Accreditation:

Notwithstanding anything to the contrary in the foregoing, MBF agrees that the BQ9000 quality accreditation for the REGH facility will not be required for the first twelve (12) months of operation of the REGH facility, (with such twelve month period commencing after the date of first delivery of Feedstock by MBF to the REGH facility) to allow the REGH facility to achieve BQ9000 accreditation. At all times prior to achieving BQ9000 accreditation, the Biodiesel processed for MBF shall meet the Product Specification as outlined above and REGH shall provide a chemical analysis confirming adherence to these specifications. MBF and REGH may waive the BQ9000 accreditation requirement for the REGH facility if both Parties mutually agree to use a different quality certification system.

f)      Excess Capacity:

In the event that REGH determines during the Initial Production Period that the REGH Facility has the capacity to produce more Biodiesel than the amount contained on Schedule 1, REGH will notify MBF of such additional capacity and the revisions to the Biodiesel Delivery Dates on the

applicable Schedule 1 that would result from such increased production and MBF shall have the option to agree to such increased production.

In the event REGH determines the REGH Facility has the capacity to produce more Biodiesel for MBF in any future Renewal Production Period than the amount contained in Schedule 1, REGH will notify MBF of such additional capacity, and MBF shall have the option to agree to such increased production (subject to the parties negotiating in good faith and agreeing to appropriate revisions to the Schedule 1 and other necessary terms of a such Renewal Production Option).

In either case, if MBF acquires additional production capacity, REGH will be compensated for such increased production at the Base Toll Fee agreed for such production period. If MBF does not elect to acquire such additional production capacity, REGH shall be free to utilize such additional capacity as it deems appropriate, including contracting with third parties or producing for its own account.

(a)    provides prompt written notice to the other party specifying in reasonable detail the nature of the Force Majeure;

(b)    takes reasonable actions to remedy the Force Majeure as soon as is reasonably possible; and

(c)    provides written notice to the other party after the Force Majeure has been remedied as soon as is reasonably possible.

MBF

ED&F MAN BIOFUELS, INC.

REGH

REG HOUSTON, LLC

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FFA %: Typical .025, Our Spec .10 Max,

Phos ppm: Typical 1 Max, Our Spec 3 Max

Moisture %: Typical .05 to .08, Our Spec .10 Max

Soaps: Typical 0 ppm, Our Spec 5 Max

Iodine Value: Typical 128 to 131

Our Spec 125-139

Appearance Clear and Free of Foreign Material

Cold Test – Minimum 5  ¹/2 hrs. using AOCS Method Cc 11-53

2,400,000 gallons January

2,400,000 gallons February

2,400,000 gallons March

Total 7,200,000 U.S gallons.

Total Biodiesel Volume is approx; actual volume will be determined by Feedstock railcar weights converted by Contractual Yields outlined in clause 3)