Exhibit 10.21




 




Dakota

Commodities




DDGS

MARKETING CONTRACT




 




This DDGS Marketing

Contract is made and entered into this 7th day of January, 2003, by and between

Great Plains Ethanol, LLC having an address of Post Office Box 172, Lennox,

South Dakota, 57039 (hereinafter referred to as Owner), and Broin Enterprises,

Inc. d/b/a/ DAKOTA COMMODITIES, having an address of 851 Washington Street,

Scotland, South Dakota, 57059 (hereinafter referred to as Marketer).




 




WITNESSETH:




 




WHEREAS, the Owner would like to utilize

the services of Marketer to market Dry Distiller’s Grain with Solubles,

Modified Wet Distiller’s Grain, Wet Distiller’s Grain, and Solubles (Syrup),

hereinafter referred to as DDGS from its plant in Turner county, South Dakota;

and




 




WHEREAS, Marketer has the ability and

experience to market DDGS; and,




 




WHEREAS, the parties desire to enter into

and execute this Contract for the purpose of setting forth terms and

conditions.




 




NOW,

THEREFORE,

in consideration of the foregoing and the mutual covenants and agreements set

forth herein, the parties agree as follows:




 




AGREEMENT




 




Owner gives Marketer

exclusive rights to market all Distiller’s Feed Products from its ethanol plant

in Turner County, South Dakota.




 




Owner will inform the

Marketer of daily inventories, plant shutdowns, daily production projections,

and any other information requested by Marketer.




 




Marketer will be

responsible for arranging truck and rail transportation.




 




Owner agrees to

participate in and share in the cost for DDGS promotional activities with

Marketer.




 




FEES




 




Marketer will guarantee

the sale of Owner’s DDGS at available market prices. The Marketing Fee will be

3% of gross monthly DDGS sales, with a minimum annual marketing fee of $200,000

per year, F.O.B. the plant site. Fees will not be earned on uncollected

accounts receivable. Adjustment for the fee will be made at the time write off

occurs.




 





























 




BILLING




 




Marketer will be responsible for billing and

receipt of payment for all DDGS. Each Thursday a payment will be made to Owner

for all DDGS invoiced 13-19 days prior that have been paid by the customer.

When weekly payment is made, any unpaid invoices greater than 30 days at that

time will be paid to Owner. The Marketing Fee will be deducted from each

payment to Owner.




 




Marketer will be responsible for invoicing

all loads, receiving payments from customers, and paying freight when

necessary. Owner will be responsible for entering information at the end of

each workday into the Broin Companies Marketing Network system of the current

day’s shipments. Marketer will send invoices to the customers the next day

after information is entered.




 




COLLECTIONS




 




Marketer will require credit applications

from all credit customers and make reasonable efforts to review their

creditworthiness. As deemed necessary at Marketer’s discretion, Marketer will

obtain at its expense, Credit Bureau reports or Dunn and Bradstreet reports for

customers of the Owner. Marketer will then recommend to Owner, which if any

account Marketer feels should be rejected. Owner will have the right to request

and review the rejection recommendations and/or reports and notify Marketer in

writing of any customers that should not be rejected and additional customers

that are rejected by owner. Marketer will not sell product to any customers

rejected by Marketer or Owner.




 




Marketer will make reasonable efforts to

collect any past due accounts. Any collection agency fees resulting from the

collection process will be borne by Owner. All accounts receivable losses

arising from the marketing of DDGS are the sole responsibility of Owner.




TERMS




 




The term of this agreement shall continue for

the length of the original primary debt financing or a minimum of seven (7)

years from the time the plant begins processing corn, whichever is longer. This

contract renews for an additional three (3) years, at the end each of three (3)

year period, unless discontinued by either party. Notice of discontinuation

must be made in writing at least three (3) months prior to the expiration date

of the contract.




 




Within 15 days of written notice of

discontinuation Marketer will provide owner with a quantity per month for up to

one year from the discontinuation that will be needed to fulfill sales

contracts in existence at the time of discontinuation. Owner agrees that all

existing contracts provided in the 15 day period will be fulfilled, and the

terms of this contract will remain in effect for all such tons.




 




2





























 




DISCONTINUATION

OF PRODUCTION




 




In the case that owner wishes to discontinue

the production of DDGS, Owner will notify Marketer one year in advance so that

all contract commitments made by Marketer may be met. If less than one year

notice of discontinuation of production is provided to Marketer, or if

unforeseen circumstances cause the cease of production, Owner grants Marketer

the right to buy in product shortfalls for the account of owner on any unfilled

contracts, and that any associated losses will be reimbursed by Owner to

Marketer.




 




LIABILITY




 




Any and all liability related to the product

shall remain the sole liability of Owner.




 




INSURANCE




 




Marketer will furnish Owner with a

certificate of insurance showing a minimum of one million dollars in liability

coverage.




 




Owner will provide Marketer with a

certificate of insurance showing a minimum of one million dollars in liability

coverage.




 




REPORTING




 




Marketer will provide

Owner with the following report on a regular basis during the term of this

Contract:




 




List of

Reports




 








	

  Report


  	

   


  	

  Frequency


  
	

  Shipping Orders


  	

   


  	

  Daily


  
	

  Market Information


  	

   


  	

  Weekly


  
	

  Sales Summary


  	

   


  	

  Monthly


  










 




Marketer will share current and aged

receivable reports with Owner on a weekly basis.




 




INDEMNIFICATION




 




1.                                       Indemnity by the Owner. Owner shall indemnify, hold

harmless and defend Marketer and its officers, directors, employees and agents

from and against any and all claims, actions, damages, liabilities and

expenses, including but not limited to, attorneys’ and other professional fees,

in connection with loss of life, personal injury and/or damage to property of

third parties, arising from or out of Marketer’s services provided under the

terms and conditions of this Agreement, except that the Owner shall not

indemnify, hold harmless and defend Marketer from (i) the negligent or

intentional acts of Marketer and its officers, directors, employees and agents,

(ii) any act beyond the scope of Marketer’s services to be rendered under the

terms and conditions of this Agreement, and (iii) any violation of laws,

regulations,




 




3





























 




ordinances and/or court orders. Any and all liability related to the

product shall remain the sole liability of the Owner.




 




2.                                       Indemnity by the Marketer. Marketer shall indemnify, hold

harmless and defend Owner, and its governors, employees and agents from and

against any and all claims, actions, damages, liabilities and expenses,

including, but not limited to, attorneys’ and other professional fees, in

connection with loss of life, personal injury and/or damage to property of

third parties arising from or out of (i) the negligent or intentional acts of

Marketer and its officers, directors, employees and agents, (ii) any act beyond

the scope of Marketer’s services to be rendered under the terms and conditions

of this Agreement, and (iii) any violation of laws, regulations, ordinances

and/or court orders.




 




ENTIRE

AGREEMENT AND AMENDMENT




 




This contract contains the entire DDGS

Marketing agreement between the parties. No oral statements, representations or

prior written matter not contained in this contract shall have any effect

regarding products Marketing. This contract shall not be amended or modifies in

any manner except by a writing executed by both parties.




 




NO

ASSIGNMENT




 




Marketer shall not, without the prior written

consent of the Owner, assign, transfer or subcontract any rights or obligations

of Marketer under this Contract. If the shareholders of Marketer sell, assign

or transfer a controlling interest in Marketer, or if Marketer sells

substantially all of its assets, the Owner shall have the right to terminate

this contract without liability to Marketer.




 




IN

WITNESS WHEREOF, the parties hereto have executed this contract on the date and

year above written.




 




Great Plains Ethanol, LLC




 




	

  BY


  	

  /s/ Darrin Ihnen


  	

  ,


  	

  Pres.


  	

   


  
	

   


  	

   


  	

   


  	

  Title


  	

   


  
	

   


  	

   


  	

   


  	

   


  





 




	

  DAKOTA COMMODITIES


  	

  (Marketer)


  
	

  (A Division of Broin

  Enterprises, Inc.)


  	

   


  





 




	

  BY


  	

  /s/ Jeff Broin


  	

  ,


  	

  President


  	

   


  
	

   


  	

   


  	

   


  	

  Title


  	

   


  





 




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