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(d) In addition to the price per ton of beets payable pursuant to subparagraph (c) hereof, the Company shall pay the Grower an amount per ton for all beets purchased hereunder which are delivered to and accepted by the Company at its receiving stations prior to September 30, 1977, as directed by the Company, in

accordance with a delivery and compensation schedule to be negotiated, if needed, prior to August 1, 1977.

Provided, however, that the Company shall not be obligated to pay such amount with respect to Fremont district beets, if, in the sole opinion of the Company,

not enough beets are delivered by Growers to permit its Fremont factory to operate continuously at a daily slicing rate of at least 2,700 tons of beets during the period

prior to September 30, 1977. The Company shall, prior to September 15, 1977 estimate the length of the 1977 campaign at its Fremont factory. If the Company

estimates that such campaign will be less than 100 days, this subparagraph (d) shall not take effect. ·

(e) A firm of Certified Public Accountants, licensed to practice in the State of Ohio, shall be selected and employed by the Company to examine its books,

records, and accounts and determine the "net proceeds per ton of beets purchased" and the "net basic price per ton of beets purchased", and such

determinations shall be final. The Grower, or the applicable association referred to in paragraph 7(b) hereof, or both, at his or its own expense, shall have the

right to have a firm of Certified Public Accountants licensed to do business in the State of Ohio review the determination of the "net proceeds per ton of beets

purchased" and the "net basic price per ton of beets purchased".

6. Payment for Sugarbeets. (a) The parties hereto recognize that this document is a "participating cor.tract" in which both the Company and the Grower

share the benefit and the risk of the sugar market in accordance with the provisions of paragraph 5 hereof, that the parties hereto are dependent upon each

other, and that both the Grower and the Company have substantial financial risk between the time the crop is planted until the time the sugar produced from the

crop is sold. The Company acknowledges that the Grower should receive a substantial portion of the total payment hereunder in the form of an initial payment,

and that the level of such i11itial payment shall not be less than the maximum rate per ton which the Company reasonably and in good faith believes appropriate and justified under prevailing and anticipated conditions affecting the marketing of the 1977 crop. Therefore, to ensure that the Company has before it all information which is relevant to the setting of the level of the initial and any subsequent payment, and to ensure that the Grower has an opportunity to furnish relevant information to the Company, and has an opportunity to be advised of the information used by the Company in setting the level of the initial and any subsequent payment, it is

agreed that Company representatives shall meet with representatives of grower associations, at a location mutually acceptable, not later than the fifth day of

December, 1977, and not later than the fifteenth day of March, 1978. At such meetings the Company representatives shall have available and shall present to the representatives of-grower associations information relating to the- anticipated retu.rns from the sale of sugar for the balance oUhe contract period, the estimated or actual (if known) production of sugar, pulp and molasses, the tonnage of 1977 sugarbeets delivered, an estimate of the fluctuations in price and volume that may be expected in the sugar, pulp and molasses market, proposed or actual legislation affecting the sugar industry, competitive factors influencing the sugar industry, and such other factors as the Company reasonably and in good faith deems to be relevant. Likewise, at such meetin(ls the representatives of the grower associations shall

be available and shall present to the Company information relating to the growers' production costs for sugar beets, factors relevant to competing crops, and such

other factors as the growers reasonably and in good faith deem to be relevant.

(b) Subject to the deductions and assignments hereinafter authorized, an initial payment shall be made by the Company on or before the fifteenth day of

December for beets delivered prior to the first day of December, and an initial payment shall be made on or before the fifteenth day of each calendar month

thereafter for beets delivered during the previous calendar month for which an initial payment has not theretofore been made. The level of the initial payment

shall be calculated by the Company at the highest rate per ton the Company deems to be appropriate after taking into consideration the relevant factors

discussed by the Company and the grower representatives at the initial payment meeting heretofore mentioned.

(c) Additional payments, subsequent to the initial payment, shall be made by the Company on or before the second Friday of April, June and August of 1978, at the highest rate per ton the Company deems to be appropriate after taking into consideration the relevant factors discussed by the Company and the grower representatives at the additional payment meeting heretofore mentioned and upon the actual average net returns for sugar, pulp and molasses sold by the Company

through the month preceding the month of said additional payment, provided, however, that the Company shall not be required to make additional payments unless

the level of such additional payment shall be at least equal to the sum of $1.00 per ton.

(d) Final settlement shall be made in accordance with the terms of this contract on or before the twenty-fifth day of October, 1978, by the payment of any amount due after credit for all payments heretofore made by the Company to the Grower.

(e) This Section 6 contains the entire understanding between the Company and the Grower with regard to the payment for sugarbeets delivered pursuant to

this contract.

7. Certain Deductions and Assignments Applicable to All Growers. By entering this contract, each Grower hereby authorizes, consents to and approves

the following deductions and assignments:

(a) The Company shall be entitled to deduct from any purchase price which may be due to the Grower under this contract for beets purchased hereunder any and all indebtedness whatsoever which may be owing at any time by the Grower to the Company.

(b) The Company, unless notified in writing by the Grower prior to September 15, 1977, that the Company is not to make such deduction, shall deduct from any

purchase price which may be due to the Grower under this contract an amount not exceeding five cents ($.05) per ton, as determined by the Fremont Beet Growers

Association (hereinafter called the "Association"), and shall pay such amount to the Association for the uses and purposes of such association; provided, that if the

Association does not, prior to November 30, 1977. give written notice to the Company of the amount per ton to be deducted, the Company shall deduct the amount

per ton which was deducted with respect to the 1976 crop. The Company shall furnish to the Association a list of names and addresses of growers who delivered beets to the Company under this contract and who have had an association deduction made from the purchase price of beets.

(c) The Grower hereby authorizes the Company to deduct from any purchase price which may be due to the Grower hereunder an amount up to five cents

($.05) per ton of beets delivered hereunder as the Grower's share of the premium(s) payable on such consequential damage insurance policy or policies as the

Company may purchase.

8. Severablllty. Should any part, term, or provision of this contract be decided by the courts to be illegal, or in conflict with any law of the jurisdiction

where made, the validity of the remaining portion or provisions shall not be affected thereby.

9. Status of Grower. It is agreed that this contract provides for the sale and purchase of sugarbeets and does not create a partnership or joint venture

between the Company and the Grower or make the Grower an employee or agent of the Company. The Company shall not be responsible for any act or omission

of the Grower, his employees or agents, or for any obligation of the Grower.

10. Non-Waiver. The Grower agrees that failure or delay by the Company in any instance under this or any other beet contract to insist on the strict

performance of any term or provision thereof, or to exercise any right, option, or privilege thereunder, shall not be construed to be a waiver by the Company of

any such term, provision, right, option or privilege, but the same shall continue in full force and effect and may be exercised by the Company in any other

instance. No agent of the Company has authority to change or alter any term or condition of this contract and it shall not be valid unless and until signed by an authorized agent of the Company.

11. Authorization, Non-Encumbrance and Compliance with Law. The Grower represents and agrees that he is qualified to execute and perform this

contract, that he has not mortgaged or otherwise encumbered the sugarbeets grown or to be grown hereunder, and that he will not mortgage said beets or

permit any lien to be created thereon without prior written consent of the Company. Any mortgage or lien on said beets and any assignment of this contract or of any amounts payable to the Grower hereunder shall be subject and subordinate to the rights of the Company hereunder. The Grower represents and agrees that all beets will be produced and delivered hereunder in compliance with applicable law (including Section 12 of the Federal Fair Labor Standards Act relating to

the employment of minors).

12. Successors and Asalgns. This contract shall bind the parties hereto, their respective heirs, legal representatives, successors or assigns, provided,

however, that the Grower agrees that he will not assign this contract or any amounts payable to the Grower hereunder (except as provided herein) without the

prior written consent of the Company and that no such assignment will be of legal effect without the consent of the Company.

13. Counterparts. This contract may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

14. Alteration by Leglslatlon. Should the Federal or any State government, or any agency or subdivision thereof, enact legislation or promulgate

regulations that materially alter any provision of this contract, the section or sections affected will be renegotiated to achieve, as far as possible, a status which

would leave the parties hereto in the same relative position as though such legislation had not been enacted or such regulations had not been promulgated.

Dated

. 1977

NORTHERN OHIO SUGAR COMPANY

Grower

By

:

Its Authorized Agent Grower

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_{1977 SUGARBEET CONTRACT}

BETWEEN

.

. .

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. . .

GROWE:R

and NORTHERN OHIO SUGAR COMPANY

FREMONT DISTRICT

Executed this

.day of

., 1977

1. Sugarbeet Acreage. The Grower agrees to grow, sell and deliver to Northern Ohio Sugar Company (hereafter called "Company"), during the 1977

season, and the Company agrees to buy and pay for same, upon the terms and conditions hereinafter set forth:

of sugarbeets to be grown in the Township of ., County of

. . . acres

. . . , State

of . . . The Company shall not be liable to the Grower tor failure or partial failure of the crop, for beets not

harvested, or for beets not delivered to and accepted by the Company.

2. Growing of Sugarbeats. The Company shall not be obligated to accept any beets which are not grown in compliance with the provisions of this contract.

(a) Only such sugarbeet seed as the Grower-Northern Ohio Joint Research Committee, Inc., may approve in advance in writing and which shall be posted at

the factory nearest the beet growing area of the Grower shall be used for the crop year 1977. The Grower may, on or before the 1st day of July, 1977, return unused

beet seed purchased by him in 1977 from the Company, and shall receive credit for the purchase price of the unused seed, provided such seed is relurned in as good

condition as when it was received and the container shows no evidence of having been opened or having suffered abuse.

(b) The Grower shall plant no beets on land on which beets were grown during the previous season AND SHALL NOT APPLY TO BEETS GROWN

HEREUNDER ANY NITROGEN FERTILIZER IN ANY FORM AFTER JUNE 15.

(c) The Grower shall not drag up or destroy any planted seed or any portion of the beets grown hereunder without first consulting the Company.

(d) The Grower further agrees that he shall not apply or shall not have applied to the crop or land on which the crop is grown any pesticide chemical, as

defined in the Federal Food, Drug and Cosmetic Act, as amended, unless a regulation shall then be in effect under Section 408 of said Act, exempting such

chemical from the necessity of a tolerance, or establishing a tolerance for such chemical, in which event such chemical shall be applied to the crop or land only

at such time and in such manner and quantities as shall be specified in the labeling of such chemical and so that any residue of such chemical on beets delivered

hereunder shall be within the tolerance specified in such regulation, and the Company shall not be obligated to accept any beets which are not grown in

compliance with this provision.

(e) The Company reserves the right to perform, at any reasonable time, such test or tests as it shall deem necessary or desirable to determine the level of

residue, if any, of any pesticide chemical in sugarbeets grown hereunder. Should such test or tests reveal a level of residue of such chemical in excess of the

established tolerances, the Company shall have the right to reject all beets treated with such chemical and grown hereunder.

3. Delivery of Sugarbeets and Condition of Acceptable Beets. (a) The Grower shall harvest and deliver to the Company all beets grown hereunder, when

and in the quantities directed by the Company, at the Company's factory at Fremont, Ohio; provided, however, that the Company shall have the right, after

consultation with the Grower, to require any beets grown hereunder to be delivered by the Grower at the Company's factory at Findlay, Ohio; and provided,

further, that the Grower shall not be obligated to harvest or deliver, and the Company shall not be required to accept, or make any payment on account of, beets

produced on acreage in excess of the acreage set forth in paragraph 1. The Grower agrees that all beets delivered hereunder shall be properly topped; that the

beets will be fully protected from sun and frost after being pulled and topped; and that the beets will be delivered free from dirt, clods, stones, leaves, trash, and

foreign substances liable to interfere with factory operations. Vehicle bodies used to deliver beets shall be constructed with end gates or side boards which may

be easily opened. No loose dirt shall be removed from delivery vehicles until weighed back. At its option, the Company may reject beets which are diseased,

frozen, damaged, or improperly topped, beets of less than 12% sugar or less than 80% purity, or beets which the Company for any reason deems not suitable for

manufacture of sugar.

(b) All beets grown hereunder shall be delivered as aforesaid by the Grower at his own expense. If the Company arranges for the transportation of such

beets or advances moneys for payment of transportation charges, it is understood that Company is acting solely as agent for the Grower.

(c) The Company may, at any time during the growing and harvesting season, enter upon said land to test beets or for any reasonable purpose. In case the

Grower does not give the beets proper care or fails to harvest or deliver them, the Company, without increasing its obligation or liabilities, but for the purpose of

promoting performance of this contract, shall have the right, as agent tor the Grower, to enter upon said land, care for, cultivate, harvest, and deliver the crop, or

to cause the same to be done, and charge the expense thereof as an advance to the Grower.

(d) The Company agrees that all beets delivered and accepted under the terms of this contract shall be processed or converted into sugar, pulp, and

molasses and that such products shall be sold from time to time and under such terms and conditions as the Company in its discretion may determine; but the

Company shall not be liable in any way for any mistake or errors of judgment in the manufacture or sale of sugar, pulp, and molasses or other act in connection

with this contract, nor for delays, non-performance or losses caused by strikes, fires, breakdown of plant, accidents, or other causes not commercially and

practicably controllable by it.

(e) All beets shall be subject to deductions for tare to be determined in accordance with regulations to be established by the Company and posted at its beet

receiving facilities, and the tons of beets purchased by the Company hereunder shall be net tons, after adjustment for tare as shown by the records of the

Company. The Grower shall have the privilege at his expense to select and hire a qualified person to check the tares and weights of the beets delivered under this

contract.

4. Certain Definitions. For the purpose of this contract, the "net proceeds per ton of beets purchased" shall be determined as follows:

(a) The total "net proceeds" shall be ascertained and shall be the aggregate of all amounts received by the Company from all sources for all sugar, pulp,

and molasses sold or otherwise disposed of by it during the year ended September 30, 1978 which are produced from beets purchased by the Company,

regardless of crop (less the amount, if any, received by the Company, by which the delivered price at destination lor any sugar packed in ofher than 100-lb. paper

bags and for powdered sugar, however packed, exceeds the Company's comparable delivered price at such destination for an equivalent quantity of fine

granulated sugar packed in 100-lb. paper bags), after deducting costs, charges, and expenses properly chargeable to the marketing of sugar, pulp, and

molasses, such as freight, brokerage, cash discount, insurance, storage, declines, allowances, advertising, sales promotion, and all costs, charges, and

expenses (except powdering, pelleting of pulp, and initial packaging costs) pertaining to said products after sugar has left the granulator and in the judgment of

the Company is.in good marketable condition, after dried pulp to be sold as such has left the dryer and after pulp pellets have left the pelleting machine, and after

molasses has first been piped into tank or tank car. There shall be included among the items deductible in determining "net proceeds" a charge equal to ten

percent of the total costs to the Company of bulk sugar bins, bulk pulp warehouses, and tanks for the storage of sugar syrups for extended periods prior to final

processing, constructed at its Fremont or Findlay factories, bulk sugar transportation equipment, all facilities pertaining to such bins, warehouses, tanks, or

equipment, and all additions or improvements thereto, which charge shall first be made with respect to the first crop from which sugar is stored in such bins and

syrups are stored in such tanks and to the 1966-crop for pulp, and shall be made annually thereafter until the total of such charges equals such total costs;

provided, however, that no such charge shall be deducted with respect to any such bin, warehouse, tank, or equipment which was not deducted or agreed on

prior to 1977. Deduction shall also be made for all taxes or charges whatsoever imposed upon the processing, production, ownership, handling, possession or

sale of sugar, pulp, and molasses, including any tax or charge which is now or may hereafter be imposed by the United States or any governmental authority or

agency. All sales or other dispositions hereunder of sugar, molasses and beet pulp to a related entity of the Company, including Great Western United

Corporation, its subsidiaries and subsidiaries of its subsidiaries, shall be included in net proceeds at their fair market value at the time of such transaction.

(b) The average "net proceeds" per 100 pounds of. sugar, per ton of pulp and per ton of molasses, respectively, sold or otherwise disposed of by the

Company during the year ended September 30, 1978, shall be ascertained.

(c) The "net proceeds per ton of beets purchased" shall be ascertained by dividing the net amount determined pursuant to subparagraph (b) hereof by the

total tons of 1977-crop beets purchased by the Company.

5. Determination of Payment for Sugarbeets. All beets grown hereunder and delivered to the Company, in accordance with the terms of this contract,

shall be paid for by the Company on the following basis:

(a) The Company shall determine a "basic price per ton of beets purchased" for all beets delivered to and accepted by it from Growers under all "1977

Sugarbeet Contracts", in accordance with the following schedule and as modified by subparagrap11 (b) hereof:

NET PROCEEDS BASIC PRICE NET PROCEEDS

PER TON PER TON PER TON

OF BEETS OF BEETS OF BEETS

PURCHASED PURCHASED PURCHASED

$80.00 $42.40 $30.00 75.00 39.75 29.00 70.00

-

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- - - 28.00 65.00 34.45 27.00 60.00 31.80 26.00 55.00 29.15 25.00 50.00 26.50 24.00 45.00 23.85 23.00 40.00 21.20 22.00 35.00 18.55 21.00 20.00 BASIC PRICE PER TON OF BEETS PURCHASED $15.90 15.37 14.84 14.31 13.78 13.23 12.62 12.03 11.48 10.73 10.00

If "net proceeds per ton of beets purchased" is intermediate to those shown in the foregoing schedule, the "basic price per ton of beets purchased" shall

be determined proportionately, using the interval in which such intermediate net proceeds occurs as the basis for calculation. If the "net proceeds per ton of

beets purchased" is above that shown in the schedule, the "basic price per ton of beets purchased" shall be determined by applying 53% of the "net proceeds

per ton of beets purchased". If the "net proceeds per ton of beets purchased" is below that shown in the schedule, the "basic price per ton of beets purchased"

shall be determined by applying 50% of the "net proceeds per ton of beets purchased".

(b) There shall be deducted from the "basic price per ton of beets purchased", as determined in subparagraph (a) hereof, an amount per ton calculated by

dividing (i) one-half of the total amount of money, if any, paid pursuant to subparagraph (d) hereof by (ii) the total number of tons of all 1977-crop beets purchased by

the Company. The net amount per ton of beets, after such deduction, shall hereinafter be called the "net basic price per ton of beets purchased".

(c) The Company shall pay the Grower per ton of beets purchase(! hereunder a price determined by multiplying the "net basic price per ton of beets purchased"

by the ratio that (i) the "sugar content of the Grower's 1977-crop beets" is of (ii) the "sugar content of all Growers' 1977-crop beets". Such sugar contents shall be

determined by the Company from tests of tare samples to be made by the Company at its expense in accordance with methods and procedures to be established by

the Company, and all such determinations shall be accepted as final; provided, however, that the Grower at his expense shall have the privilege to select and hire a

qualified chemist to check such determinations in the Company laboratory. The applicable Association referred to in paragraph 7 (b) hereof shall have the privilege of

arranging not more than four visits by its representative and chemist to the Company's factories at Fremont and Findlay during their sugarbeet processing

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(d) In addition to the price per ton of beets payable pursuant to subparagraph (c) hereof, the Company shall pay the Grower an amount per ton for all beets purchased hereunder which are delivered to and accepted by the Company at its receiving stations prior to September 30, 1977, as directed by the Company, in accordance with a delivery and compensation schedule to be negotiated, if needed, prior to August 1, 1977.

Provided, however, that the Company shall not be obligated to pay such amount with respect to Findlay district beets, if, in the sole opinion of the Company, not enouqh beets are delivered by Growers to permit its Findlay factory to operate continuously at a daily slicing rate of at least 1,400 tons of beets during the period prior to September 30, 1977. The Company shall, prior to September 15, 1977 estimate the length of the 1977 campaign at its Findlay factory .. If the Company estimates that such campaign will be less than 100 days, this subparagraph (d) shall not take effect.

(e) A firm of Certified Public Accountants, licensed to practice in the State of Ohio, shall be selected and employed by the Company to examine its books, records, and accounts and determine the "net proceeds per ton of beets purchased" and the "net basic price per ton of beets purchased", and such determinations shall be final. The Grower, or the applicable association referred to in paragraph 7(b) hereof, or both, at his or its own expense, shall have the right to have a firm of Certified Public Accountants licensed to do business in the State of Ohio review the determination of the "net proceeds per ton of beets purchased" and the "net basic price per ton of beets purchased".

6. Payment for Sugarbeets. (a) The parties hereto recognize that this document is a "participating cor.tract" in which both the Company and the Grower share the benefit and the risk of the sugar market in accordance with the provisions of paragraph 5 hereof, that the parties hereto are dependent upon each other, and that both the Grower and the Company have substantial financial risk between the time the crop is planted until the time the sugar produced from the crop is sold. The Company acknowledges that the Grower should receive a substantial portion of the total payment hereunder in the form of an initial payment, and that the level of such iritial payment shall not be less than the maximum rate per ton which the Company reasonably and in good faith believes appropriate and justified under prevailing and anticipated conditions affecting the marketing of the 1977 crop. Therefore, to ensure that the Company has before it all information which is relevant to the setting of the level of the initial and any subsequent payment, and to ensure that the Grower has an opportunity to furnish relevant information to the Company, and has an opportunity to be advised of the information used by the Company in setting the level of the initial and any subsequent payment, it is agreed that Company representatives shall meet with representatives of grower associations, at a location mutually acceptable, not later than the fifth day of December, 1977, and not later than the fifteenth day of March, 1978. At such meetings the Company representatives shall have available and shall present to the representatives of grower associations information-relating to the anticipated returns from the sale of sugar for the balance of the.-contract period, the estimated or actual (if known) production of sugar, pulp and molasses, the tonnage of 1977 sugarbeets delivered, an estimate of the fluctuations in price and volume that may be expected in the sugar, pulp and molasses market, proposed or actual legislation affecting the sugar industry, competitive factors influencing the sugar industry, and such other factors as the Company reasonably and in good faith deems to be relevant. Likewise, at such meetinqs the representatives of the grower associations shall be available and shall present to the Company information relating to the growers' production costs for sugar beets, factors relevant to competing crops, and such other factors as the growers reasonably and in good faith deem to be relevant.

(b) Subject to the deductions and assignments hereinafter authorized, an initial payment shall be made by the Company on or before the fifteenth day of December for beets delivered prior to the first day of December, and an initial payment shall be made on or before the fifteenth day of each calendar month thereafter for beets delivered during the previous calendar month for which an initial payment has not theretofore been made. The level of the initial payment shall be calculated by the Company at the highest rate per ton the Company deems to be appropriate after taking into consideration the relevant factors discussed by the Company and the grower representatives at the initial payment meeting heretofore mentioned.

(c) Additional payments, subsequent to the initial payment, shall be made by the Company on or before the second Friday of April, June and August of 1978, at the highest rate per ton the Company deems to be appropriate after taking into consideration the relevant factors discussed by the Company and the grower representatives at the additional payment meeting heretofore mentioned and upon the actual average net returns for sugar, pulp and molas,es sold by the Company through the month preceding the month or said additional payment, provided, however, that the Company shall not be required to make additional payments unless the level of such additional payment shall be at least equal to the sum of $1.00 per ton.

(d) Final settlement shall be made in accordance with the terms of this contract on or before the twenty-fifth day of October, 1978, by the payment of any amount due after credit for all payments heretofore made by the Company to the Grower.

(e) This Section 6 contains the entire understanding between the Company and the Grower with regard to the payment for sugarbeets delivered pursuant to this contract.

7. Certain Deductions and Assignments Applicable to All Growers. By entering this contract, each Grower hereby authorizes, consents to and approves the following deductions and assignments:

(a) The Company shall be entitled to deduct from any purchase price which may be due to the Grower under this contract for beets purchased hereunder any and all indebtedness whatsoever which may be owing at any time by the Grower to the Company.

(b) The Coml)any, unless notified in writing by the Grower prior to September 15, 1977, that the Company is not to make such deduction, shall deduct from any purchase pnce which_ may be due to the Grower under this contract an amount not exceeding ten cents ($.10) per ton, as determined by the Findlay Beet Growers Assoc1at1on or the Bhssf1eld Bee_t Growers Association, whichever association represents the Grower (hereinafter called the "Association"), and shall pay such amount to such applrcable assoc1at1on for the uses and purposes of such association; provided, that if such association does not, prior to November 30, 1977, give written notice to the Company of the amount per ton to be deducted, the Company shall deduct the amount per ton which was deducted with respect to the 1976 crop. The Comp_any shall furnish to the Association a list of names and addresses of growers who delivered beets to the Company under this contract and who have had an assoc1at1on deduction made from the purchase price of beets.

(c) The Grower hereby authorizes the Company to deduct from any purchase price which may be due to the Grower hereunder an amount up to five cents ($.05) per ton of beets delivered hereunder as the Grower's share of the premium(s) payable on such consequential damage insurance policy or policies as the Company may purchase.

8. Severablllty. Should any part, term, or provision of this contract be decided by the courts to be illegal, or in conflict with any law of the jurisdiction where made, the validity of the remaining portion or provisions shall not be affected thereby.

9. Status of Grower. It is agreed that this contract provides for the sale and purchase of sugarbeets and does not create a partnership or joint venture

between the Company and the Grower or make the Grower an employee or agent of the Company. The Company shall not be responsible for any act or omission of the Grower, his employees or agents, or for any obligation of the Grower.

10. Non-Waiver. The Grower agrees that failure or delay by the Company in any instance under this or any other beet contract to insist on the strict

performance of any term or provision thereof, or to exercise any right, option, or privilege thereunder, shall not be construed to be a waiver by the Company of any such term, provision, right, option or privilege, but the same shall continue in full force and effect and may be exercised by the Company in any other instance. No agent of the Company has authority to change or alter any term or condition of this contract and it shall not be valid unless and until signed by an authorized agent of the Company.

11. Authorization, Non-Encumbrance and Compliance with Law. The Grower represents and agrees that he is qualified to execute and perform this contract, that he has not mortgaged or otherwise encumbered the sugarbeets grown or to be grown hereunder, and that he will not mortgage said beets or permit any lien to be created thereon without pnor written consent of the Company. Any mortgage or lien on said beets and any assignment of this contract or of any amounts payable to the Grower hereunder shall be subject and subordinate to the rights of the Company hereunder. The Grower represents and agrees that all beets will be produced and delivered hereunder in compliance with applicable law (including Section 12 of the Federal Fair Labor Standards Act relating to the employment of minors).

12. Successors and Assigns. This contract shall bind the parties hereto, their respective heirs, legal representatives, successors or assigns, provided, however, that the Grower agrees that he will not assign this contract or any amounts payable to the Grower hereunder (except as provided herein) without the prior written consent of the Company and that no such assignment will be of legal effect without the consent of the Company.

13. Counterparts. This contract may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

14. Alteration by Leglslatlon. Should the Federal or any State government, or any agency or subdivision thereof, enact legislation or promulgate regulations that materially alter any provision of this contract, the section or sections affected will be renegotiated to achieve, as far as possible, a status which would leave the parties hereto in the same relative position as though such legislation had not been enacted or such regulations had not been promulgated.

Dated

. 1977

NORTHERN OHIO SUGAR COMPANY

Grower

By:

Its Authorized Agent Grower

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1977 SUGARBEET CONTRACT

BETWEEN

. .

.

.

.

. .

. . . .

. .

.

.

GROWER

and NORTHERN OHIO SUGAR COMPANY

FINDLAY DISTRICT

Executed this

.day of

., 1977

1. Sugarbeet Acreage. The Grower agrees to grow, sell and deliver to Northern Ohio Sugar Company (hereafter called "Company"), during the 1977 season, and the Company agrees to buy and pay for same, upon the terms and conditions hereinafter set forth:

of sugarbeets to be grown in the Township of . . ., County of

.acres

., State of . . . . .. The Company shall not be liable to the Grower for failure or partial failure of the crop, for beets not harvested, or for beets not delivered to and accepted by the Company.

2. Growing of Sugarbeets. The Company shall not be obligated to accept any beets which are not grown in compliance with the provisions of this contract.

(a) Only such sugarbeet seed as the Grower-Northern Ohio Joint Research Committee, Inc., may approve in advance in writing and which shall be posted at the factory nearest the beet growing area of the Grower shall be used for the crop year 1977. The Grower may, on or before the 1st day of July, 1977, return unused beet seed purchased by him in 1977 from the Company, and shall receive credit for the purchase price of the unused seed, provided such seed is returned in as good condition as when it was received and the container shows no evidence of having been opened or having suffered abuse.

(b) The Grower shall plant no beets on land on which beets were grown during the previous season AND SHALL NOT APPLY TO BEETS GROWN HEREUNDER ANY NITROGEN FERTILIZER IN ANY FORM AFTER JUNE 15.

(c) The Grower shall not drag up or destroy any planted seed or any portion of the beets grown hereunder without first consulting the Company.

(d) The Grower further agrees that he shall not apply or shall not have applied to the crop or land on which the crop is grown any pesticide chemical, as defined in the Federal Food, Drug and Cosmetic Act, as amended, unless a regulation shall then be in effect under Section 408 of said Act, exempting such chemical from the necessity of a tolerance, or establishing a tolerance for such chemical, in which event such chemical shall be applied to the crop or land only at such time and in such manner and quantities as shall be specified in the labeling of such chemical and so that any residue of such chemical on beets de:ivered hereunder shall be within the tolerance specified in such regulation, and the Company shall not be obligated to accept any beets which are not grown in compliance with this provision.

(e) The Company reserves the right to perform, at any reasonable time, such test or tests as it shall deem necessary or desirable to determine the level of residue, if any, of any pesticide chemical in sugarbeets grown hereunder. Should such test or tests reveal a level of residue of such chemical in excess of the established tolerances, the Company shall have the right to reject all beets treated with such chemical and grown hereunder.

3. Delivery of Sugarbeets and Condition of Acceptable Beets. (a) The Grower shall harvest and deliver to the Company all beets grown hereunder, whim

and in the quantities directed by the Company, at the Company's factory at Findlay, Ohio; provided, however, that the Company shall have the right, after consultation with the Grower, to require any beets grown hereunder to be delivered by the Grower at the Company's factory at Fremont.Ohio; and provided,

further, that the Grower shall not be obligated to harvest or deliver, and the Company shall not be required to accept, or make any payment on account of, beets produced on acreage in excess of the acreage set forth in paragraph 1. The Grower agrees that all beets delivered hereunder shall be properly topped; that the beets will be fully protected from sun and frost after being pulled and topped; and that the beets will be delivered free from dirt, clods, stones, leaves, trash, and foreign substances liable to interfere with factory operations. Vehicle bodies used to deliver beets shall be constructed with end gates or side boards which may be easily opened. No loose dirt shall be removed from delivery vehicles until weighed back. At its option, the Company may reject beets which' are diseased,

frozen, damaged, or improperly topped, beets of less than 12% sugar or less than 80% purity, or beets which the Company for any reason deems not suitable for manufacture of sugar.

(b) All beets grown hereunder shall be delivered as aforesaid by the Grower at his own expense. If the Company arranges for the transportation of such beets or advances moneys for payment of transportation charges, it is understood that Company is acting solely as agent for the Grower.

(c) The Company may, at any time during the growing and harvesting season, enter upon said land to test beets or for any reasonable purpose. In case the Grower does not give the beets proper care or fails to harvest or deliver them, the Company, without increasing its obligation or liabilities, but for the purpose of promoting performance of this contract, shall have the right, as agent for the Grower, to enter upon said land, care for, cultivate, harvest, and deliver the crop, or to cause the same to be done, and charge the expense thereof as an advance to the Grower.

(d) The Company agrees that all beets delivered and accepted under the terms of this contract shall be processed or converted into sugar, pulp, and molasses and that such products shall be sold from time to time and under such terms and conditions as the Company in its discretion may determine; but the Company shall not be liable in any way for any mistake or errors of judgment in the manufacture or sale of sugar, pulp, and molasses or other act in connection with this contract, nor for delays, non-performance or losses caused by strikes, fires, breakdown of plant, accidents, or other causes not commercially and practicably controllable by it.

(e) All beets shall be subject to deductions for tare to be determined in accordance with regulations to be established by the Company and posted at its beet receiving facilities, and the tons of beets purchased by the Company hereunder shall be net tons, after adjustment for tare as shown by the records of the Company. The Grower shall have the privilege at his expense to select and hire a qualified person to check the tares and weights of the beets delivered under this contract.

4. Certain Definitions. For the purpose of this contract, the "net proceeds per ton of beets purchased" shall be determined as follows:

(a) The total "net proceeds" shall be ascertained and shall be the aggregate of all amounts received by the Company from all sources for all sugar, pulp,

and molasses sold or otherwise disposed of by it during the year ended September 30, 1978 which are produced from beets purchased by the Company,

regardless of crop (less the amount, if any, received by the Company, by which the delivered price at destination tor any sugar packed in other than 100-lb. paper bags and for powdered sugar, however packed, exceeds the Company's comparable delivered price at such destination for an equivalent quantity of fine granulated sugar packed in 100-lb. paper bags). after deducting costs, charges, and expenses properly chargeable to the marketing of sugar, pulp, and molasses, such as freight, brokerage, cash discount, insurance, storage, declines, allowances, advertising, sales promotion, and all costs, charges, and expenses (except powdering, pelleting of pulp, and initial packaging costs) pertaining to said products after sugar has left the granulator and in the judgment of the Company is in good marketable condition, after dried pulp to be sold as such has left the dryer and after pulp pellets have left the pelleting machine, and after molasses has first been piped into tank or tank car. There shall be included among the items deductible in determining "net proceeds" a charge equal to ten percent of the total costs to the Company of bulk sugar bins, bulk pulp warehouses, and tanks for the storage of sugar syrups for extended periods prior to final processing, constructed at its Fremont or Findlay factories, bulk sugar transportation equipment, all facilities pertaining to such bins, warehouses, tanks, or equipment, and all additions or improvements thereto, which charge shall first be made with respect to the first crop from which sugar is stored in such bins and syrups are stored in such tanks and to the 1966-crop for pulp, and shall be made annually thereafter until the total of such charges equals such total costs;

provided, however, that no such charge shall be deducted with respect to any such bin, warehouse, tank, or equipment which was not deducted or agreed on prior to 1977. Deduction shall also be made for all taxes or charges whatsoever imposed upon the processing, production, ownership, handling, possession or sale of sugar, pulp, and molasses, including any tax or charge which is now or may hereafter be imposed by the United States or any governmental authority or agency. All sales or other dispositions hereunder of sugar, molasses and beet pulp to a related entity of the Company, including Great Western United Corporation, its subsidiaries and subsidiaries of its subsidiaries, shall be included in net proceeds at their fair market value at the time of such transaction.

(b) The average "net proceeds" per 100 pounds of sugar, per ton of pulp and per ton of molasses, respectively, sold or otherwise disposed of by the Company during the year ended September 30, 1978, shall be ascertained.

(c) The "net proceeds per ton of beets purchased" shall be ascertained by dividing the net amount determined pursuant to subparagraph (b) hereof by the total tons of 1977-crop beets purchased by the Company.

5. Determination of Payment for Sugarbeets. All beets grown hereunder and delivered to the Company, in accordance with the terms of this contract,

shall be paid for by the Company on the following basis:

(a) The Company shall determine a "basic price per ton of beets purchased" for all beets delivered to and accepted by it from Growers under all "1977 Sugarbeet Contracts", in accordance with the following schedule and as modified by subparagrap11 (b) hereof:

NET PROCEEDS BASIC PRICE NET PROCEEDS

PER TON PER TON PER TON

OF BEETS OF BEETS OF BEETS

PURCHASED PURCHASED PURCHASED

$80.00 $42.40 $30.00 75.00 39.75 29.00 70.00 37.10 28.00 65.00 34.45 27.00 60.00 31.80 26.00 55.00 29.15 25.00 50.00 26.50 24.00 45.00 23.85 23.00 40.00 21.20 22.00 35.00 18.55 21.00 20.00 BASIC PRICE PER TON OF BEETS PURCHASED $15.90 15.37 14.84 14.31 13.78 13.23 12.62 12.03 11.48 10.73 10.00

If "net proceeds per ton of beets purchased" is intermediate to those shown in the foregoing schedule, the "basic price per ton of beets purchased" shall be determined proportionately, using the interval in which such intermediate net proceeds occurs as the basis for calculation. If the "net proceeds per ton of beets purchased" is above that shown in the schedule, the "basic price per ton of beets purchased" shall be determined by applying 53% of the "net proceeds per ton of beets purchased". If the "net proceeds per ton of beets purchased" is below that shown in the schedule, the "basic price per ton of beets purchased"

shall be determined by applying 50% of the "net proceeds per ton of beets purchased".

(b) There shall be deducted from the "basic price per ton of beets purchased", as determined in subparagraph (a) hereof, an amount per ton calculated by dividing (i) one-half of the total amount of money, if any, paid pursuant to subparagraph (d) hereof by (ii) the total number of tons of all 1977-crop beets purchased by the Company. The net amount per ton of beets, after such deduction, shall hereinafter be called the "net basic price per ton of beets purchased".

(c) The Company shall pay the Grower per ton of beets purchase{! hereunder a price determined by multiplying the "net basic price per ton of beets purchased"

by the ratio that (i) the "sugar content of the Grower's 1977-crop beets" is of (ii) the "sugar content of all Growers' 1977-crop beets". Such sugar contents shall be determined by the Company from tests of tare samples to be made by the Company at its expense in accordance with methods and procedures to be established by the Company, and all such determinations shall be accepted as final; provided, however, that the Grower at his expense shall have the privilege to select and hire a qualified chemist to check such determinations in the Company laboratory. The applicable Association referred to in paragraph 7 (b) hereof shall have the privilege of arranging not more than four visits by its representative and chemist to the Company's factories at Fremont and Findlay during their sugarbeet processing campaigns, but it is agreed that no such visits shall occur during the first week of such campaigns or on any days when factory stock inventory is being taken.