DISTILLER'S GRAIN MARKETING AGREEMENT

Exhibit 10.19

DISTILLER’S GRAIN MARKETING AGREEMENT

     THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as of December 13, 2006, by Cardinal Ethanol LLC., an Indiana Limited Liability Company (“Seller”), and Commodity Specialist Company, a Delaware Corporation (“Buyer”).

W I T N E S S E T H:

     WHEREAS, Seller desires to sell and Buyer desires to purchase the Distiller’s Dried Grains with Solubles (“DDGS”), Wet Distillers Grains (“WDG”), and solubles (“Solubles”) (hereinafter DDGS, WDG and Solubles), are referred to collectively as the “Products”) output of the ethanol production plant which Seller owns in Winchester, Indiana.

     WHEREAS, Seller and Buyer wish to agree in advance of such sale and purchase to the price formula, payment, delivery and other terms thereof in consideration of the mutually promised performance of the other;

     NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, it is hereby agreed:

1. BUYER PERFORMANCE. Buyer agrees to perform the services that it provides for Seller in a professional and competent manner.

2. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the entire bulk feed grade DDGS, WDG and Solubles output from Seller’s plant at Winchester Indiana. (hereinafter the “Plant”), subject to all terms and conditions set forth in this Agreement. Buyer shall label all Product that is sold by Buyer and shall register all labels with the states where the Products are sold.

3. TRADE RULES. All purchases and sales made hereunder shall be governed by the Feed Trade Rules of the National Grain and Feed Association unless otherwise specified. Said Trade Rules, a copy of which is appended hereto as Exhibit A, shall, to the extent applicable, be a part of this Agreement as if fully set forth herein.

4. TERM. Unless otherwise terminated as provided by this Agreement, the term of this Agreement shall be for one year commencing as of completion and start-up of production of the Plant. Start-up is anticipated to be summer 2008. Thereafter this agreement shall remain in effect until terminated by either party at its unqualified option by providing the other party hereto not less than 120 days written notice of its election to terminate this Agreement.

5. DELIVERY AND TITLE.

    A. The place of delivery for all the Products sold pursuant to this Agreement shall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and at all times reasonably necessary and convenient for Buyer to take delivery as provided herein. Buyer shall schedule the loading and shipping of all outbound Products purchased hereunder which is shipped by truck or rail. All labor and equipment necessary to load trucks or rail cars shall be supplied by Seller without charge to Buyer. Seller agrees to handle the Products in a good and workmanlike manner in accordance with Buyer’s reasonable requirements and in accordance with normal industry practice. Seller shall maintain the truck and rail loading facilities in safe operating condition in accordance with normal industry standards.

    B. Seller further warrants that storage space for not less than five days production of DDGS shall be reserved for Buyer’s use at the Plant and shall be continuously available for storage of DDGS purchased by Buyer hereunder at no charge to Buyer. Seller shall also make available the necessary storage for WDG and Solubles which is adequate for Buyer to market such products. Seller shall be responsible at all times for the quantity, quality and condition of any the Products in storage at the Plant. Seller shall not be responsible for the quantity, quality and condition of any of the Products stored by Buyer at locations other than the Plant.

    C. Buyer shall give to Seller a schedule of quantities of the Products to be removed by truck and rail with sufficient advance notice reasonably to allow Seller to provide the required services. Seller shall provide the labor, equipment and facilities necessary to meet Buyer’s loading schedule and, except for any consequential or indirect damages, shall be responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so. Buyer shall order and supply trucks and rail cars as scheduled for truck and rail shipments. All freight charges shall be the responsibility of Buyer and shall be billed directly to Buyer.

    D. Buyer shall provide loading orders as necessary to permit Seller to maintain Seller’s usual production schedule, provided, however, that Buyer shall not be responsible for failure to schedule removal of the Products unless Seller shall have provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendar month during the term hereof, Seller shall provide to Buyer a tentative schedule for production in the next calendar month. Seller shall inform Buyer daily of inventory and production status. For purposes of this paragraph, notification will be sufficient if made by e-mail or facsimile as follows:

If to Buyer, to the attention of Steve Markham, Facsimile number 612-330-9894 or email to smarkham@csc-world.com, and

If to Seller, to the attention of General Manager, Facsimile number or email to

Or to such other representatives of Buyer and Seller as they may designate to the other in writing.

    E. Title, risk of loss and full shipping responsibility shall pass to Buyer upon loading the Products into trucks or rail cars and delivering to Buyer of the bill of lading for each such shipment.

6. PRICE AND PAYMENT

    A. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer from the Plant a price equal to ninety eight (98%) of the FOB Plant price (as hereafter defined) actually received by Buyer from its customers; for WDG removed by Buyer from the Plant a price equal to ninety six (96%) of the FOB Plant price actually received by Buyer from its customers, but in no event shall the fee to Buyer for DDGS and WDG be less than $1.50 per ton. The calculation on the minimum fee shall be made with respect to each weekly payment separately. The results of the calculation for any given week will not impact the calculation for any other week. Buyer shall receive a fee for Solubles of $2.00 per ton. For purposes of this provision, the FOB Plant price shall be the actual sale price received by Buyer from its customers, less all freight costs incurred by Buyer in delivering the Product to its customer. Buyer agrees that it shall not sell Product for delivery more than 90 days from the date of entering into a sale without the consent of Seller. Buyer agrees to use commercially reasonable efforts to achieve the highest resale price available under prevailing market conditions. Seller’s sole and exclusive remedy for breach of Buyer’s obligations hereunder shall be to terminate this Agreement. Buyer shall collect all applicable state tonnage taxes on Products sold by Buyer and shall remit to the appropriate governmental agency.

    B. In the event that Buyer has to incur out-of-pocket costs in order to sell High Moisture Product, and the fee to be paid to Buyer is less than such out-of-pocket costs, Seller shall pay Buyer an amount which is sufficient, when added to the fee earned by Buyer, to repay Buyer for all of its reasonable out-of-pocket costs. Such payment shall be made with 30 days from receipt of documentation evidencing the expenses.

    C. Within ten (10) days following receipt of certified weight certificates, which certificates shall be presented to Buyer each Thursday for all shipments during the preceding week, Buyer shall pay Seller the full price, determined pursuant to paragraph 6A above, for all properly documented shipments. Buyer agrees to maintain accurate sales records and to provide such records to Seller upon request. Seller shall have the option to audit Buyer’s sales invoices at any time during normal business hours and during the term of this Agreement. If any such audit reveals a deficiency in payment due from Buyer to Seller, Buyer shall immediately pay Seller the amount of deficiency plus interest calculated from the date such payment should have been made at the prime rate then in effect as published in the Wall Street Journal.

    D. Within five (5) business days following the 15^th and last day of each month,

Buyer shall pay Seller the full price, determined as provided for above, for all WDG and Solubles shipments made in the first 15 days of the month and the balance of the month, as the case may be. Weights shall be determined by on-site certified scales. Buyer agrees to maintain accurate sales records and to provide such records to Seller upon request. Seller shall have the option to audit Buyer’s sales invoices at any time during normal business hours and during the term of this Agreement. If any such audit reveals a deficiency in payment due from Buyer to Seller, Buyer shall immediately pay Seller the amount of deficiency plus interest calculated from the date such payment should have been made at the prime rate then in effect as published in the Wall Street Journal.

7. QUANTITY AND WEIGHTS.

    A. It is understood that the output of the Products shall be determined by Seller’s production schedule and that no warranty or representation has been made by Seller as to the exact quantities of Products to be sold pursuant to this Agreement.

    B. The quantity of Products delivered to Buyer from Seller’s Plant shall be established by weight certificates obtained from scale at the Plant which is certified as of the time of weighing and which complies with all applicable laws, rules and regulations or in the event that the scale at the Plant is inoperable then at other scales which are certified as of the time of weighing and which comply with all applicable laws, rules and regulations. The outbound weight certificates shall be determinative of the quantity of the Products for which Buyer is obligated to pay pursuant to Section 6.

8. QUALITY.

    A. Seller understands that Buyer intends to sell the Products purchased from Seller as a primary animal feed ingredient and that said Products are subject to minimum quality standards for such use. Seller agrees and warrants that the Products produced at its plant and delivered to Buyer shall be accepted in the feed trade under current industry standards.

    B. Seller warrants that all Products, unless the parties agree otherwise, sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to the following minimum quality standard: