SUBORDINATE DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT

Exhibit 10.24

DATE: September 28, 2006

SUBORDINATE DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, AND
SECURITY AGREEMENT
FIXTURE FINANCING STATEMENT
(Hereinafter referred to as “Deed of Trust”)

MADE BY

SIOUXLAND ETHANOL, LLC
1501 Knox Boulevard
P.O. Box 147
Jackson, NE 68743
(Hereinafter referred to as “Trustor”)

TO

Wells Fargo Bank, National Association,
as Trustee
1248 O Street
Lincoln, NE 68508
(Hereinafter referred to as “Trustee”)

(Hereinafter collectively referred to as “Beneficiary” and “Secured Party”)

THIS DEED OF TRUST CONSTITUTES A FIXTURE FINANCING STATEMENT
UNDER THE NEBRASKA UNIFORM COMMERCIAL CODE

          To the extent of Trustor’s estate, right, title and interest to the Property as defined below, Trustor hereby irrevocably grants, transfers, pledges and assigns to Trustee, its successors and assigns, IN TRUST, WITH POWER OF SALE and right of entry and possession, all of Trustor’s estate, right, title and interest in any and all of the following described property which is (except where the context otherwise requires) herein collectively called the “Property,” whether now owned or held or hereafter acquired, and any proceeds thereof or accessions thereto, including:

     (A) That certain real property, more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with all of the easements, rights, privileges, franchises and appurtenances thereunto belonging or in anywise appertaining, and all structures and buildings and leasehold improvements now or at any time hereafter located therein (hereinafter such real property, when referred to alone, shall be referred to as the “Premises”), and all of the estate, right, title, interest, claim and demand whatsoever of Trustor therein or thereto, either at law or in equity, in possession or in expectancy, now or hereafter acquired;

     (B) All equipment, apparatus, machinery, fixtures, fittings, vehicles, tools, rolling stock and appliances and any additions to, substitutions for, changes in or replacement of the whole or any part thereof, now or at any time hereafter affixed to, attached to, placed upon or used in any way in connection with the use, enjoyment, occupancy or operation of the Premises or any portion thereof or otherwise used by Trustor (the “Equipment”);

     (C) All rights, title and interest of Trustor in and to all streets, roads and public places, opened or proposed, and all easements and rights of way, vaults, party wall agreements, public or private, revocable licenses, tenements, hereditaments, rights and appurtenances, now or hereafter used in connection with, belonging or appertaining to the Premises (hereinafter referred to, together with the Premises and Equipment, as the Real Property);

     (D) All of the rents, royalties, issues, profits, revenue, income, proceeds and other benefits of the Property (the “Rents and Profits”), including the Trustor’s interest in the real estate described in Exhibit A attached hereto and incorporated by this reference, or arising from the use or enjoyment of all or any portion thereof or from any lease or agreement pertaining thereto, and all right, title and interest of Trustor in and to all leases of the Property, including all or any portion of the real estate described in Exhibit A, now or hereafter entered into, and all right, title and interest of Trustor thereunder, including, without limitation, cash or securities deposited thereunder to secure performance by the lessees of their obligations thereunder, whether said cash or securities are to be held until the expiration of the terms of said leases or applied to one or more of the installments of rent coming due immediately prior to the expiration of the terms of said leases or applied to one or more of the installments of rent coming due immediately prior to the expiration of said terms; subject to, however, the provisions contained in Section 1.06 hereof;

     (E) All proceeds (including claims and demands therefor) of the conversion, voluntary or involuntary, of any of the foregoing Property into cash or liquidated claims, including, without limitation, proceeds of insurance and condemnation awards on the Premises (hereinafter sometimes called “Insurance Proceeds” and “Condemnation Proceeds”); and

     (F) All rights, title and interest of Trustor in any and all building permits, revocable license permits (including insurance and bonds), any and other permits, licenses or authorization required by the governmental authorities having or exercising jurisdiction over the Premises or Fixtures (hereinafter collectively referred to as “Permits, Licenses, Approvals and Agreements”).

          FOR THE PURPOSE OF SECURING, due, prompt and complete observance, performance and discharge of each and every payment, obligation, covenant and agreement contained in the Community Redevelopment Authority of the Village of Jackson, Nebraska’s (“Authority”) Tax Increment Revenue Bonds (Siouxland Ethanol, LLC Project) (the “Bonds”), in the original principal amount of $4,030,000, and all obligations of Trustor pursuant to a Guaranty Agreement in favor of Beneficiary dated as of the date of this Deed of Trust (“Guaranty”), subject to (i) liens for ad valorem taxes and special assessments not then delinquent; (ii) this Bond Resolution; (iii) the Redevelopment Contract; (iv) this Subordinate Deed of Trust; (v) utility, access and other easements and rights-of-way, mineral rights, reservations, restrictions and exceptions that are of record on the date hereof; (vi) such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as normally exist with respect to properties similar in character to the Premises and as do not in the aggregate, in the opinion of Independent Counsel, materially impair the property affected thereby for the purposes for which it was acquired or is held by the Company; and (vii) deeds of trust or mortgages securing debt financing incurred by Company for acquisition, construction, equipping and operating the Project.

The Bonds and Guaranty are hereinafter referred to together as the “Obligations.”

Pursuant to that certain Subordination Agreement, dated as of September 28, 2006 (the “Subordination Agreement”), between the Trustee and Farm Credit Services of America, FLCS and CoBank, ACB as its administrative agent (the “Senior Lender”), the liens and security interests granted to the Trustee herein are expressly subordinate to the liens and security interests the Company has granted or may grant to the Senior Lender. The Subordination Agreement restricts the ability of the Trustee to enforce the Deed of Trust, to take other actions, and to accept payments from the Company without the consent of the Senior Lender.

      The Agreement does not restrict the ability of the Company to incur additional indebtedness and grant liens and security interests to secure such indebtedness. The Senior Credit Facility and any additional debt of the Company from the Senior Lender will be secured on a senior basis to the security granted by this Deed of Trust. In addition, the Company may secure certain additional debt on a parity basis with the security for the Bonds granted herein.

ARTICLE I

COVENANTS OF TRUSTOR

          To protect the security of this Deed of Trust, Trustor covenants, warrants and agrees to and with Beneficiary and Trustee as follows:

     1.01 Payment of Principal and Interest. Trustor will pay the principal of and interest, if any, on and all other sums becoming due or payable with respect to the Obligations at the time and place and in the manner specified in the Obligations and in the Resolution of the Authority dated July 20, 2006, and this Deed of Trust according to the terms of the Obligations, the Resolution and this Deed of Trust.

     1.02 Warranty of Title. Trustor warrants that it has good and marketable title in fee simple to the Premises subject to no lien, charge or encumbrance except such as are listed as exceptions to title in the title policy or policies insuring the lien of this Deed of Trust issued upon recordation hereof by a title company or companies acceptable to Beneficiary. This Deed of Trust is and will remain a valid and enforceable lien on the Property subject only to the exceptions referred to above. Trustor has full power and lawful authority to grant, assign, transfer and mortgage its interest in the Property in the manner and form hereby done or intended. Trustor will preserve its interest in and title to the Property and will forever collectively warrant and defend the same to Trustee and will forever warrant and defend the validity and priority of the lien hereof against the claims of all persons and parties whomsoever. Trustor shall promptly and completely observe, perform, and discharge each and every obligation, covenant and agreement affecting the Property whether the same is prior and superior or subject and subordinate hereto.

     1.03 Further Assurances.

          (a) Trustor will do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, pledge agreements, transfers and assurances as Trustee or Beneficiary shall from time to time reasonably require, for the better assuring, conveying, assigning, transferring and confirming unto Trustee and Beneficiary the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which Trustor may be or may hereafter become bound to convey or assign to Trustee or Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust, or for filing, registering or recording this Deed of Trust and, on demand, Trustor will execute and deliver, and hereby authorizes Trustee or Beneficiary to execute in the name of Trustor to the extent Trustor may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Fixtures.

          (b) Trustor forthwith upon the execution and delivery of this Deed of Trust, and thereafter from time to time, will cause this Deed of Trust, and any security instrument creating a lien or evidencing the lien hereof upon the Property and each instrument of further assurance, to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon the title of Trustee to, and the security interest of Beneficiary in the Property.

     1.04 Conversion and Security. All right, title and interest of Trustor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to the Property, hereafter acquired by, or released to Trustor, or constructed, assembled or placed by Trustor on the Premises and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further deed of trust, conveyance, assignment or other act by Trustor, shall become subject to the lien of this Deed of Trust as fully and completely, and with the same effect, as though now owned by Trustor and specifically described in the granting clause hereof, but at any and all times Trustor will execute and deliver to Trustee any and all such further assurances, deeds of trust, conveyances or assignments thereof as Trustee or Beneficiary may reasonably require for the purpose of expressly and specifically subjecting the same to the lien of this Deed of Trust.

     1.05 Security Agreement. To the extent allowed by the Nebraska Uniform Commercial Code, this Deed of Trust shall be self-operative and constitute a Security Agreement and Fixture Financing Statement with respect to the Equipment, Rents and Profits, Insurance Proceeds and Condemnation Proceeds, Permits, Licenses, Approvals and Agreements. Trustor hereby agrees to execute and deliver on demand and hereby irrevocably constitutes and appoints Beneficiary the attorney-in-fact of Trustor, to execute, deliver and, if appropriate, to file with the appropriate filing officer or office such security agreements, financing statements or other instruments as Beneficiary may request or require in order to impose or perfect the lien or security interest hereof more specifically thereon. A photographic or other reproduction of this Deed of Trust or of any financing statement relating to this Deed of Trust shall be sufficient as a financing statement.

     1.06 Assignment of Rents and Profits. Beneficiary and Trustee shall have the right, power and authority during the continuance of this Deed of Trust to collect the Rents and Profits of the Property and of personal property located thereon with or without taking possession of the Property affected hereby, and Trustor hereby absolutely and unconditionally assigns all such Rents and Profits to Beneficiary including the Rents and Profits of the Premises described in Exhibit A attached hereto. Beneficiary, however, hereby consents to the Trustor’s collection and retention of such Rents and Profits as they accrue and become payable so long as Trustor is not at such time, in default with respect to the indebtedness secured hereby, or in the performance of any covenant or agreement hereunder or hereby secured.

ARTICLE II

EVENTS OF DEFAULT

          The following shall constitute events of default (“Events of Default”) hereunder:

     2.01 Obligations, Covenants, and Agreements. A default by Trustor in the due, prompt and complete observance and performance of any obligation, covenant and agreement contained in this Deed of Trust.

     2.02 Other Obligations. A default by Trustor in the due, prompt, and complete observance and performance of any obligation, covenant and agreement contained in the Guaranty, or the occurrence of any other Event of Default as defined by and under the Resolution, including the payment, when due of any installment of principal or interest, if any, on the Bonds.

ARTICLE III

REMEDIES

          Upon the occurrence of any Event of Default, Trustee and Beneficiary shall have the following rights and remedies subject to the rights of holders of prior encumbrances identified in Section 1.02 of this Deed of Trust:

     3.01 Possession. Upon the occurrence of any Event of Default hereunder including, without limitation, defaults in the Agreement or the Resolution, and acceleration of payment of principal of and interest on the Series A Bonds then the Beneficiary in person or by agent may, without any obligation so to do and without notice or demand upon Trustor and without releasing Trustor from any obligation hereunder or in any other agreement or instrument relating to the Obligations, including the Guaranty: (i) make any payment or do any act which Trustor has failed to make or do; (ii) enter upon, take possession of, manage and operate the Property or any part thereof; (iii) make or enforce, or, if the same be subject to modification or cancellation, modify or cancel any leases of the Property or any part thereof upon such terms or conditions as Beneficiary deems proper; (iv) obtain and evict tenants, and fix or modify rents, make repairs and alterations and do any acts which Beneficiary deems proper to protect the security hereof; and (v) with or without taking possession, in its own name or in the name of Trustor, sue for or otherwise collect and receive rents, royalties, issues, profits, revenue, income and other benefits, including those past due and unpaid, and apply the same less costs and expenses of operation and collection, including reasonable attorneys’ fees, upon the indebtedness secured hereby. The entering upon and taking possession of the Property, the collection of any rents, royalties, issues, profits, revenue, income or other benefits and the application thereof as aforesaid shall not cure or waive any default theretofore or thereafter occurring or affect any notice of default hereunder or invalidate any act done pursuant to any such notice; and, notwithstanding continuance in possession of the Property, or any part thereof, by Beneficiary, Trustee or a receiver, and the collection, receipt and application of rents, royalties, issues, profits, revenue, income or other benefits, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust or by law upon or after the occurrence of a default, including the power to direct the Trustee to exercise the power of sale. Any of the actions referred to in this Section 3.01 may be taken by Beneficiary, either in person or by agent, with or without bringing any action or proceeding, or by receiver appointed by a court and any such action may also be taken irrespective of whether any notice of default or election to sell has been given hereunder and without regard to the adequacy of the security for the indebtedness hereby secured. Further, Beneficiary, at the expense of Trustor, either by purchase, repair or construction, may from time to time maintain and restore the Property or any part thereof and complete construction uncompleted as of the date thereof and in the course of such completion may make such changes in the contemplated fixtures as Beneficiary may deem desirable and may insure the same. Beneficiary shall be entitled, without notice and to the full extent

provided by law, to the appointment by a court having jurisdiction of a receiver to take possession of and protect the Property or any part thereof, and operate the same and collect the Rents and Profits.

     3.02 Receiver.

          (a) Beneficiary shall be entitled to the appointment of a receiver by a court having jurisdiction, to the full extent provided by law, without notice, to take possession of and protect the Property or any part thereof, and operate the same and collect the Rents and Profits, without regard to the adequacy of the security of the Property, and without regard to the enforcement by Trustee or Beneficiary of any other remedy provided herein.

          (b) Notwithstanding the appointment of any receiver, liquidator or trustee