Trading Service Agreement (2003)Full Document 

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                            TRADING SERVICE AGREEMENT

         THIS AGREEMENT is made and entered into this 17th day of February,
2003, by and between Husker Ag, L.L.C., a Nebraska limited liability company,
with its principal offices located at 54048 Highway 20, P.O. Box 10, Plainview,
Nebraska 68769 (hereinafter "Husker Ag"), and Variable Investment Advisors,
Inc., a South Dakota corporation, with its principal offices located at 4305
South Louise Avenue, Suite 101A, Sioux Falls, South Dakota 57106-3115
(hereinafter "VIA").

                                   WITNESSETH:

         WHEREAS, Husker Ag was organized on August 29, 2000 to develop,
construct, own and operate a 20 million gallon per year ethanol plant and
ethanol business near Plainview, Nebraska; and

         WHEREAS, Husker Ag has completed a registered public offering of its
membership units, and its membership units are registered with the Securities
and Exchange Commission ("SEC") under Section 12(g) of the Securities Exchange
Act of 1934 (the "Exchange Act"); and

         WHEREAS, Husker Ag desires to establish a system to facilitate the
limited trading of membership units among members and non-members of Husker Ag
in compliance with restrictions imposed under the Internal Revenue Code; and

         WHEREAS, in order to provide an orderly limited market for its
securities and to comply with both federal and state securities laws, Husker Ag
desires that its members and non-members be able to purchase, sell and transfer
their membership units in Husker Ag in accordance with Rule 3b-16 of the
Exchange Act through means of an "alternative trading system" as defined by Rule
300(a) of Regulation ATS of the Exchange Act; and

         WHEREAS, VIA is a broker-dealer registered with the SEC, and National
Association of Securities Dealers, Inc. ("NASD"), and has established an
alternative trading system to trade certain securities; and

         WHEREAS, VIA has proposed to operate and administer for Husker Ag an
electronically accessible alternative trading system (the "Trading Service")
which conforms to all applicable state and federal securities laws; and

         WHEREAS, Husker Ag has agreed to engage the services of VIA to operate
the Trading Service and VIA desires to provide such services under the terms and
conditions hereinafter described,

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         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:

1.       Appointment and Acceptance. Subject to the terms and conditions of this
Agreement, Husker Ag appoints VIA as its sole and exclusive agent for the
operation and administration of the Trading Service and VIA accepts such
appointment. The parties understand and agree, however, that this exclusive
appointment shall not prohibit non-alternative trading system transfers of
Husker Ag membership units, as such transfers may be authorized under Husker
Ag's governing operating agreement, and policies and procedures pertaining to
the transfer of membership units.

2.       Operation of the Trading Service. VIA shall operate the Trading Service
in accordance with the terms and conditions set forth in the Operational Manual
attached hereto as Exhibit "A" (which may only be amended or modified with the
express prior written consent or direction of Husker Ag) and incorporated herein
by reference, and shall at all times comply with all applicable requirements for
registered broker-dealers and alternative trading systems under the Exchange Act
and state securities laws.

3.       Operation of the Trading Service in accordance with Qualified Matching
Service Rules. VIA and Husker Ag acknowledge and agree that the Trading Service
must comply with the qualified matching service rules set forth in 26 CFR Sec.
1.7704-1 of the Treasury Regulations ("Qualified Matching Service Rules").
Husker Ag agrees that it is responsible for determining that the terms and
conditions of the Operational Manual meet the requirements of the Qualified
Matching Service Rules, and VIA covenants that it shall at all times maintain
and operate the Trading Service in compliance with the Operational Manual and
the Qualified Matching Service Rules.

4.       Escrow Account. VIA shall establish an escrow account (the "Escrow
Account") with Wilmot State Bank located in Wilmot, South Dakota, or such other
financial institution which the parties may agree to from time to time (the
"Escrow Agent"), where all funds contributed toward the purchase of Husker's
membership units will be deposited by the buyer of membership units. VIA
covenants that the Escrow Agent shall at all times during the term of this
Agreement be a bank insured by the Federal Deposit Insurance Corporation
("FDIC"); however, the parties agree that any such FDIC insured bank may invest
escrowed funds in obligations of the U.S. Government or its agencies, as
hereinafter provided. VIA shall provide Husker Ag with all relevant information
describing the Escrow Account so that Husker Ag may coordinate and, if
necessary, contract with the Escrow Agent for the completion of all transactions
in a timely and efficient manner. The Escrow Agent shall use reasonable care and
due diligence in the performance of all its duties hereunder and shall invest
all funds held by it under this Agreement in one or more of the following types
of investments (as determined by the Escrow Agent with the approval of Husker
Ag):

         a.       deposit accounts, including certificates of deposit; or


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