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OPERATING AGREEMENT

AgXML, L.L.C.

OPERATING AGREEMENT

AgXML, LLC

THIS OPERATING AGREEMENT (including any attachments, exhibits or amendments

hereto, hereafter referred to as the "Operating Agreement" or "Agreement") of AgXML, LLC

(hereinafter referred to as the "Company" or "Organization") is made and entered into by and among

those persons and entities executing this Operating Agreement as Members of the Company

(whether one or more, and including any additional or substituted members, hereinafter collectively

referred to as the "Members").

W I T N E S S E T H :

WHEREAS, the Members desire to form a limited liability company under the laws of the

State of Iowa.

NOW, THEREFORE, the Members hereby agree as follows:

ARTICLE I. FORMATION AND TERM

1.1 Formation. The Members agree to form, or cause to be formed, a limited liability

company (hereinafter referred to as the "Company" or "Organization") pursuant to the Iowa Limited

Liability Company Act by and upon the filing of Articles of Organization (the "Articles") in the form

of EXHIBIT A attached hereto with the office of the Iowa Secretary of State. The duration of the

Company shall be perpetual unless sooner dissolved: (i) by unanimous agreement of the

Member(s); or (ii) by operation of law, judicial decree, or as otherwise provided in this

Operating Agreement.

1.2 Purpose. The Organization consists of persons, firms, and companies in the grain

industry and in the oilseed industry or in the industries serving and/or allied to such industries

and which persons, firms, and companies wish to achieve efficiencies by establishing standards

for the grain and oilseed industries in electronic commerce. Included in the foregoing will be the

identification and definition of industry business processes, identification and definition of the

business messages that support industry business processes, development of XML schemas to

support the business messages, commitment from participating parties to integrate XML-based

messaging into their business processes and the provision of a forum for understanding such

processes. The activities of the Organization will not be carried on for the purpose of achieving

or pursuing profit for the Organization.

1.3 Adherence to Applicable Law

. At all times, it is the intention of the

Organization, its Members and their respective representatives to observe and be in complete

compliance with all applicable federal, state, and local laws, including but not limited to the anti-

trust and unfair trade practice laws. To signify this intention, the anti-trust guidelines set forth in

the attached Exhibit B shall be implemented and followed by all of the Organization's Members

and their respective representatives at all times. No Member(s) or committee(s) shall have the

authority or consent of the Organization to engage in any activity on behalf of the Organization

in contravention of any applicable law.

ARTICLE II. OFFICES

2.1 Principal Office. The principal office of the Company in the State of Iowa shall

be located at Suite 2000, 666 Grand Avenue, Des Moines, IA 50309-2510. The Company may

have such other offices, either within or without the State of Iowa, as the Members may

designate or as the business of the Company may from time to time require.

2.2 Registered Office. The registered office of the Company to be maintained in the

State of Iowa as required by the Iowa Limited Liability Company Act, may, but need not, be

identical with the principal office of the Company in the State of Iowa. The address of the initial

registered office of the Company is Suite 2000, 666 Grand Avenue, Des Moines, Iowa 50309-

2510, and the name of its initial registered agent at such address is Steven C. Schoenebaum. The

registered office and the registered agent may be changed from time to time by action of the

Members and by filing the prescribed form(s) with the Iowa Secretary of State.

ARTICLE III. MEMBERSHIP, MEMBERSHIP UNITS AND CAPITAL

CONTRIBUTIONS

3.1 Membership. Any person, firm or company in the grain industry and/or in the

oilseed industry and/or in industries serving and/or allied to the grain and oilseed industries may

be considered for membership in the Organization according to criteria to be developed from

time to time by the Organization. Members in good standing are those Members which have

complied fully with all obligations to the Organization, including but not necessarily limited to

the full and timely payment of dues, assessments, adherence to all applicable law and the

attached anti-trust guidelines, and which have not withdrawn or had their memberships

suspended or terminated.

3.2 Membership Categories. Membership categories shall be Principal and

Associate. The Management Committee of the Organization may authorize sub-categories of

such memberships and/or additional membership categories.

3.2.1 Principal AgXML Membership

. This category of membership is open to all

enterprises engaged in the production, handling, or processing of grain or oilseeds

and to all enterprises that provide electronic business products and services to the

agricultural industry, including the grain and oilseed components thereof (e.g. e-

marketplaces and e-hubs, etc.). Each Principal Member shall appoint and certify

to the Organization a person to be its primary voting representative in the

Organization and an alternate person to serve as its representative in the absence

of the primary representative. Each Principal Member in good standing shall be

entitled to one vote on all matters with respect to which a vote of the membership

is taken. Such representatives will serve as the primary contact for all

communications relative to the Organization. Authorized representatives of

Principal Members may vote, hold office and chair committees. Any Principal

Member may change its representative(s) upon written notice to the Organization

and its Management Committee.

3.2.2 Associate AgXML Membership. This category of membership is open to all

other persons, firms and companies with an interest in the grain and oilseed

industries, except those that qualify for Principal Membership. These include, but

are not limited to consultants, electronic business product and service providers

not operating exclusively in the grain and oilseed industry, banks, parts and

equipment suppliers, carriers, warehouses and non-chemical manufacturing

organizations. Each Associate Member shall appoint and certify to the

Organization a person to be its primary representative in the Organization and an

alternate person to serve as its representative in the absence of the primary

representative. Such representatives shall serve as the primary contact for all

communications relative to the Organization. Any Associate Member may

change its representative(s) upon written notice to the Organization and its

Management Committee. Neither Members of this category nor their authorized

representatives may vote, hold office or serve on the Management Committee of

the Organization.

3.2.3 Application for AgXML Membership. Persons, firms, and companies may apply

for membership to the Organization, and in order to be admitted as a Member in

the Organization, an applicant must receive the approval of at least a simple

majority of the Principal Members of the Organization.

3.3. Authorized Principal Membership Units. The aggregate number of Principal

Membership Units which the Company is authorized to issue is One Million (1,000,000) units.

All Principal Membership Units authorized to be issued shall have a par value of $1.00 per

Principal Membership Unit and be of a single class with identical rights.

3.4 Authorized Associate Membership Units

. The aggregate number of Associate

Membership Units which the Company is authorized to issue is Five Hundred Thousand

(500,000) units. All Associate Membership Units authorized to be issued shall have a par value

of $1.00 per Associate Membership Unit and be of a single class with identical rights.

3.5 Membership Percentage. A Member's Membership Percentage shall be

determined by dividing the total Membership Units owned by such Member by the total

Membership Units owned by all Members in the same Membership category as such Member.

3.6 Capital Contributions

. Capital contributions of the Members shall be in the form

of annual dues, and if the Management Committee deems necessary, assessments to Members.

The dues structure and assessment amounts shall be established from time to time by the

Management Committee. Dues and assessments, including modifications thereto, shall be

established upon the approval of sixty three percent (63%) of the Members of the Management

Committee. Dues shall be payable upon receipt of the payment notification. Dues for new

Members shall be pro rated in half if there are less than six months left in the due's year. Dues

are not refundable for any reason. In the event additional funds are needed in addition to dues to

defray the cost of the Organization, the Management Committee will estimate the funds needed

to pay the Organization's expenses for a period of not to exceed six months in advance, and each

Member will be assessed its pro rata share of such expenses and is expected to pay in full such

pro rata expense share upon receipt of the assessment notification. The Management Committee

will designate a depository for the Organization's funds and authorize certain person(s) to sign

checks or drafts and to otherwise make withdrawals for the purpose of paying the costs of the

Organization.

Member shall not be subject to assessment nor shall a Member be personally liable for

any of the debts or obligations of the Company or any of the losses of the Company beyond the

Member's capital contributions and the Member's share of undistributed net profits of the

Company.

3.7 Capital Accounts. A separate Capital Account shall be maintained for each

Member. Each Member's Capital Account shall be increased by:

(a) The cumulative amount of cash and the net fair market value of any

property that has been contributed to the capital of the Company by such Member (or

such Member's predecessors in interest); and

(b) The cumulative amount of the Company's net profits, if any, that has been

allocated to such Member (or such Member's predecessors in interest).

Each Member's Capital Account shall be decreased by:

(a) The cumulative amount of the Company's net losses, if any, that has been

allocated to such Member (or such Member's predecessors in interest); and

(b) The cumulative amount of cash and the fair market value of all other

property that has been distributed to such Member (or such Member's predecessors in

interest).

3.8 General

. No Member shall receive any interest, salary, or drawing with respect to

such Member's capital contributions or Capital Account or for services rendered on behalf of the

Company or otherwise in such Member's capacity as a Member of the Company, except as

otherwise provided in this Operating Agreement.

3.9 Transfer of Membership. Membership in the Organization is transferable or

assignable only upon the written approval of, and in compliance with, the conditions imposed by

a sixty-three percent (63%) majority of the Organization's Principal Members in good standing.

ARTICLE IV. PROFIT AND LOSS ALLOCATION

4.1 Net Profits and Net Losses. Net profits or net losses for any fiscal year shall be

allocated among the Members in proportion to such Members' Membership Percentage.

4.2 Allocations in General. Except as otherwise provided in this Operating

Agreement, all items of Company income, gain, loss, deduction, and any other allocations not

otherwise provided for shall be allocated among the Members in the same proportions as they

share net profits or net losses, as the case may be, for any fiscal year. For purposes of

determining the net profits, net losses or any other items allocable to any period, net profits, net

losses and any such other items shall be determined on a daily, monthly, or other basis, as

determined by the Members using any permissible method under Section 706 of the Internal

Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder

(the "Regulations").

4.3 Distributions of Cash. Cash distributions, if any, shall be made to the Members

upon the approval of the Members holding a majority of the Membership Units. All cash

distributions made to the Members shall be in accordance with their Membership Interests.

4.4 Allocations with Respect to Varying Interests. Allocations and distributions to

persons who in any taxable year of the Company were Members for less than the entire taxable

year, or whose Membership Percentage varied during any taxable year, shall be made in

accordance with whatever reasonable method the Members may choose to implement the

provisions of Sections 706(c) of the Code or similar successor provisions. In order to

accomplish this result, the Members may elect not to allocate any net loss attributable to any

portion of the Company's taxable year before such Member acquired such Member's interest in

the Company.

4.5 Article IX. To the extent that this Article IV conflicts with Article IX of this

Operating Agreement, the provisions of Article IX shall prevail.

ARTICLE V. MEMBER MEETINGS

5.1 Annual Meeting

. The annual meeting of the Members shall be held within one

hundred twenty (120) days after the close of the fiscal year of the Company each year for the

purpose of appointing or confirming the persons designated in Section 3.2.1 and 3.2.2 of this

Operating Agreement and for the transaction of such other business as may come before the

meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be

held on the next succeeding business day.

5.2 Regular Meetings. The Members or the Management Committee may, by

resolution, prescribe the time and place for the holding of regular meetings and provide that the

adoption of such resolution shall constitute notice of such regular meetings. If the Members do

not prescribe the time and place for the holding of regular meetings, such regular meetings shall

be held at the time and place specified by the Management Committee.

5.3 Special Meetings. Special meetings of the Members, for any purposes, unless

otherwise provided by statute, may be called by the Management Committee, the President, or

Principal Members holding no less than sixty-three percent (63%) of Principal Membership

Units.

5.4 Place of Meeting. The persons calling the meeting may designate any place,

either within or without the State of Iowa, as the place of meeting for any annual meeting or for

any special meeting called by the Members. If no designation is made, or if a special meeting be

otherwise called, the place of meeting shall be the registered office of the Company in the State

of Iowa.

5.5 Telephonic Meeting. Members of the Company may participate in any meeting

of the Members by means of conference telephone or similar communication if all persons

participating in such meeting can hear one another for the entire discussion of the matter to be

voted upon. Participating in a meeting pursuant to this Section shall constitute presence in

person at such meeting.

5.6 Notice of Meeting. Notice shall be given for each annual or special meeting to

each Member entitled to vote at such meeting stating the place, day and hour of the meeting and,

in case of a special meeting, the purpose or purposes for which the meeting is called. Such

notice shall be given not less than two (2) nor more than sixty (60) days before the date of the

meeting in writing, unless oral notice is reasonable under the circumstances. If mailed, such

notice shall be deemed to be delivered when deposited in the United States mail, addressed to the

Member's address as it appears on the membership list maintained by the Company, with postage

thereon prepaid.

5.7 Quorum. At any meeting of the Members, Principal Members owning sixty-three

percent (63%) of the Company's Principal Membership Units, represented at such meeting, shall

constitute a quorum. If less than said percentage of Principal Members are represented at a

meeting, a majority of the holders of the Principal Membership Units so represented may adjourn

the meeting from time to time without further notice. At such adjourned meeting at which a

quorum shall be present or represented, any business may be transacted which might have been

transacted at the meeting as originally notified. The Principal Members present at a duly

organized meeting may continue to transact business until adjournment, notwithstanding the

subsequent withdrawal of Principal Members to leave less than a quorum.

5.8 Voting by Certain Members. Only Principal Members may vote at any regular or

special meeting of the Company's Membership. Each Principal Member shall be entitled to one

vote.

5.9 Manner of Acting

. The act of a majority of Principal Members, present at a

meeting at which a quorum is present, shall be the act of the Membership, except where

otherwise provided in this Operating Agreement or by law.

5.10 Presumption of Assent

. A Principal Member present at a meeting of the Members

at which action on any matter is taken shall be presumed to have assented to the action taken,

unless the dissent of such Member shall be entered in the minutes of the meeting or unless such

Member shall file a written dissent to such action with the person acting as the secretary of the

meeting before the adjournment thereof or shall forward such dissent by certified mail to the

secretary of the meeting immediately after the adjournment of the meeting. Such right to dissent

shall not apply to a Member who voted in favor of such action.

5.11 Informal Action of Members. Unless otherwise provided by law, any action

required to be taken at a meeting of the Principal Members, or any other action which may be

taken at a meeting of the Principal Members, may be taken without a meeting if a consent in

writing, setting forth the action so taken, shall be signed by all the Principal Members entitled to

vote with respect the subject matter thereof.

5.12 Open Meetings. Meetings of the membership shall be open to all Members of the

Organization. Such Members may have multiple employees attend membership meetings.

Others may attend membership meetings if requested by at least one Member and approved by a

majority of the Principal Members present at a membership meeting at which a quorum is

present.

5.13 Meeting Minutes Distribution. The Secretary shall make available the written

minutes of each meeting of the membership no later than sixty (60) days after the date such

meeting was held.

5.14 Meeting Attendance Fees. Both Members and observers may be charged a

registration fee to attend meetings of the Company's membership or Management Committee.

The Management Committee shall approve the structure and amounts of any such fees. In

individual cases, the Company's President may waive payment of meeting registration fees for a

particular meeting (e.g. to allow subject matter experts to participate in the development of a

standard). Costs incurred to attend membership meetings are the responsibility of the attendee.

ARTICLE VI. MANAGERS

6.1 Management and General Powers

. The business and affairs of the Company shall

be managed by its Managers(collectively "Management Committee"). Except for situations in

which the approval of the Members is expressly required by this Operating Agreement or by

non-waivable provisions of applicable law, the Managers shall have full and complete authority,

power and discretion to manage and control the business, affairs and properties of the Company,

to make all decisions regarding those matters and to perform any and all other acts or activities

customary or incident to the management of the Company's business. The Managers may

authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver

any instrument in the name of and on behalf of the Company, and such authority may be general

or confined to specific instances.

6.2 Membership of the Management Committee. Each Principal Member's respective

representative designated pursuant to Section 3.2.1 shall be a Member of the Organization's

Management Committee. Each such individual shall be entitled to one vote on all matters with

respect to which a vote of the Management Committee is taken.

6.3 Regular Meetings. A regular meeting of the Managers shall be held without other

notice than this provision immediately after, and at the same place as, the annual meeting of

Members. The Managers may provide, by resolution, the time and place, either within or

without the State of Iowa, for the holding of additional regular meetings without other notice

than such resolution.

6.4 Special Meetings. Special meetings of the Managers may be called by or at the

request of any Company officer, the Executive Director (if one is appointed) or any two (2)

Managers. The person or persons authorized to call special meetings of the Managers may fix

any place, either within or without the State of Iowa, as the place for holding any special meeting

of the Managers called by such person or persons.

6.5 Notice. Notice shall be given for any special meeting of the Managers to each

Manager stating the date, time and place of the meeting. Such notice shall be given at least two

(2) days prior thereto in writing, unless oral notice is reasonable under the circumstances. If

mailed, such notice shall be deemed to be delivered on the earlier of five (5) days after deposit in

the United States mail addressed to the Manager's address as shown on the Company records

with postage thereon prepaid or upon receipt. The attendance of a Manager at a meeting shall

constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the

express purpose of objecting to the transaction of any business because the meeting is not

lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any

regular or special meeting of the Managers need be specified in the notice or waiver of notice of

such meeting.

6.6 Conduct of Meeting

. All Managers, to the extent possible, shall personally attend

regular and special meetings of the Managers. However, any Manager may participate in any

regular or special meeting by any means of communication by which all Managers participating

may simultaneously hear each other during the meeting. A Manager participating in a meeting

by this means is deemed to be present in person at the meeting.

6.7 Quorum

. A sixty-three (63%) percent majority of the number of the duly

appointed and authorized Managers shall constitute a quorum for the transaction of business;

provided

, that if less than a majority of such number of Managers are present at said meeting, a

majority of the Managers present may adjourn the meeting from time to time without further

notice.

6.8 Manner of Acting. The act of the majority of the Managers, present at a meeting

at which a quorum is present, shall be the act of the Managers, except where otherwise provided

in this Operating Agreement or by law.

6.9 Presumption of Assent. A Manager who is present at a meeting of the Managers

at which action on any matter is taken shall be presumed to have assented to the action taken

unless the dissent of such Manager shall be entered in the minutes of the meeting or unless such

Manager shall file a written dissent to such action with the person acting as the secretary of the

meeting before the adjournment thereof or shall forward such dissent by registered or certified

mail to the secretary of the Company immediately after the adjournment of the meeting. Such

right to dissent shall not apply to a Manager who voted in favor of such action.

6.10 Informal Action By Managers. Any action required to be taken at a meeting of

the Managers, or any other action which may be taken at a meeting of the Managers, may be

taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed

by all of the Managers entitled to vote with respect to the subject matter thereof.

6.11 Limitation of Liability. A Manager of this Company shall not be personally liable

to the Company or its Members for monetary damages for breach of fiduciary duty as a

Manager, except for liability: (i) for any breach of the Manager's duty of loyalty to the Company

or its Members; (ii) for acts or omissions not in good faith or which involve intentional

misconduct or knowing violation of law; or (iii) for a transaction from which the Manager

derived an improper personal benefit or a wrongful distribution in violation of Section 807 of the

Iowa Limited Liability Company Act.

6.12 Managers and Members Have No Exclusive Duty to Company. No Manager

shall be required to manage the Company as his/her sole and exclusive function and he/she (and

any Manager and/or Member) may have other business interests and may engage in other

activities in addition to those relating to the Company. Neither the Company nor any Member

shall have any right, by virtue of this Operating Agreement, to share or participate in such other

investments or activities of the Manager and/or Member or to the income or proceeds derived

therefrom. Neither the Manager nor any Member shall incur any liability to the Company or to

any of the Members as a result of engaging in such other business interests or activities.

6.13 Bank Accounts

. The Managers may from time to time open bank accounts in the

name of the Company.

6.14 Indemnity of the Managers, Employees and Other Agents. Subject to Section

6.11, and the Articles of Organization of the Company, the Company shall indemnify the

Managers and make advances for expenses to the maximum extent permitted under the Iowa

Limited Liability Company Act. The Company shall indemnify its employees and other agents

who are not Managers to the fullest extent permitted by law, provided that such indemnification

in any given situation is approved by Principal Members owning a majority of the Principal

Membership Units.

6.15 Resignation

. Any Manager of the Company may resign at any time by giving

written notice to the Members of the Company. The resignation of any Manager shall take effect

upon receipt of notice thereof or at such later time as shall be specified in such notice; and,

unless otherwise specified therein, the acceptance of such resignation shall not be necessary to

make it effective.

6.16 Vacancies. Any vacancy occurring for any reason in the number of Managers of

the Company shall be filled by the alternate representative designated pursuant to Section 3.2.1

of this Operating Agreement. If for any reason such alternate cannot or does not serve, it is the

responsibility of the Member to appoint and authorize, in accordance with Section 3.2.1 of this

Operating Agreement, an individual to serve as the primary representative and an individual

designated as the alternate.

6.17 Right to Rely on the Managers. Any person dealing with the Company may rely

(without duty of further inquiry) upon a certificate signed by any Manager as to:

(a) The identity of any Manager or Member;

(b) The existence or nonexistence of any fact or facts which constitute a

condition precedent to acts on behalf of the Company by any Manager or which are in

any other manner germane to the affairs of the Company;

document of the Company; or

(d) Any act or failure to act by the Company or any other matter whatsoever

involving the Company or any Member.

6.18 Attendance to Meetings. Meetings of the Management Committee shall be open

to all Members of the Organization. Such Members may have multiple employees attend

Management Committee meetings. Others may attend Management Committee meetings if

requested by at least one Member and approved by a majority of the Management Committee

Members present at a Management Committee meeting at which a quorum is present.

6.19 Committees. The Management Committee may designate from time to time one

or more committees with such objectives and composition as the Management Committee may

deem appropriate. Work by committees is advisory to the Management Committee. All

committee proposals, recommendations and conclusions are not authorized on behalf of the

Organization unless approved and adopted by the Management Committee.

6.20 Failure to Attend Meetings

. In the event neither the primary voting representative

nor the alternate voting representative of any Member attend a majority of Management

Committee meetings over a period of six months, such Member may be disqualified by the

Management Committee from voting on any issue or matter that was considered in whole or in

part at the meetings at which such Member's representatives were absent.