EXHIBIT 10.3


 


[********] Material has been omitted pursuant to request for
confidential treatment and such material has been filed separately with the securities and exchange commission.


 


LICENSE AGREEMENT


 


THIS LICENSE
AGREEMENT (hereinafter referred to as this “LICENSE”), effective as of the 23rd
day of June, 2005 by and between CVP, LLC a limited liability company,
organized and existing under the laws of the State of Wisconsin, with its
principal place of business at 9586 58th Place, Kenosha, Wisconsin 53144
(hereinafter referred to as “LICENSOR”) and BADGER STATE ETHANOL, LLC, a
limited liability company duly organized and existing under the laws of the
State of Wisconsin and having its principal place of business at 820 W. 17th
Street, Monroe, WI 53566-0317 (hereinafter referred to as “LICENSEE”).


 


WITNESSETH:


 


WHEREAS,
LICENSOR has developed and acquired the irrevocable right to use, modify,
license, sublicense, transfer and assign the Licensed Process (as defined
below); and


 


WHEREAS,
LICENSEE wishes to license from LICENSOR the Licensed Process and LICENSOR
desires to provide such license on the terms set forth herein;


 


WHEREAS,
simultaneously with the execution of this License LICENSEE is entering into (i) a
Services and Process Guarantee Agreement dated the date hereof (the “Process
Guarantee Agreement”) with LICENSOR, (ii) an AIA Document A141-2004
construction agreement dated the date hereof (the “AIA Agreement”) with
AMG/GCI, LLC, an Iowa limited liability company (“AMG/GCI”); (iii) a Corn
Germ Marketing Agreement dated the date hereof (the “Corn Germ Marketing
Agreement”) with Quality Technology International, Inc., (“QTI”); and (iv) a
Corn Protein Concentrate Marketing Agreement dated the date hereof (the “Corn
Protein Concentrate Marketing Agreement”) with QTI (collectively, including
this License, the “Transaction Documents”);


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained, it is
agreed as follows:


 


ARTICLE 1                                Definitions


 


For the
purposes of this License, the following terms shall have the following
meanings:


 


(1.1)                         “Licensed
Process” means and refers to the Process Design and Technical Information
Package as described in Schedule A attached hereto (the “Process
Design and Technical Information Package”), operating methods, data, operating
and specification manuals, training methods, engineering standards, techniques,
protocols, procedures, plans and processes, and other information relating to
design, construction and operation of the Plant (as defined below) as upgraded
and modified pursuant to the Transaction Documents, including the design,
arrangement, configuration and specifications of the combinations of equipment
(including,


 


1





















 


without
limitation, computer hardware and software equipment) described in the
Transaction Documents related thereto and/or supporting those
combinations.  Notwithstanding the above,
the definition of Licensed Process shall specifically exclude any procedures,
techniques, processes and other information or intellectual property relating
to Plant and its operation developed, owned, licensed, sublicensed by LICENSEE
or otherwise in the possession of the LICENSEE (except pursuant to this
License).


 


(1.2)                         “Confidential
Information” shall mean the Licensed Process; provided that Confidential
Information shall not include any such information and operating data which: (i) is
in the possession of the LICENSEE prior to LICENSOR’S disclosure; (ii) is
in the public domain prior to LICENSEE’S receipt of said information from
LICENSOR or which subsequently becomes a part of the public domain by
publication or otherwise, except by LICENSEE’S wrongful act; (iii) LICENSEE
developed independently, or (iv) LICENSEE received such information from a
third party without obligation of confidentiality.


 


(1.3)                         “Plant”
means the LICENSEE’s facility located in Monroe, Wisconsin.


 


(1.4)                         “Person”
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or governmental authority.


 


ARTICLE 2                                Grant
of License; Representations and Warranties


 


(2.l)                            LICENSOR
hereby grants to LICENSEE a non-exclusive (subject to Section 2.5), fully
paid, irrevocable, perpetual and transferable (subject to Article 6) license
to use and modify the Licensed Process. 
All information of LICENSOR relating to the Licensed Process, including
without limitation, the Process Design and Technical Information Package, any
and all documents, data, manuals and processes shall be delivered by the
LICENSOR to the LICENSEE upon the payment of the first component of the fee as
set forth in Section 3.1 and Schedule B.  Notwithstanding any other term of this
License, the grant of the License shall be deemed irrevocable upon tender of
payment of the initial 50% of the License Fee (as stated in Section A of Schedule B)
pursuant to Section 3.1 and Schedule B.


 


(2.2)                         LICENSOR
represents that a U.S. patent is currently being sought by LICENSOR that may
cover some, or all, of the Licensed Process. 
LICENSEE acknowledges that the United States Patent and Trademark Office
may not issue a patent for some, or all, of the Licensed Process.  Notwithstanding the above, the failure of the
United States Patent and Trademark Office to issue such patent, or the issuance
of such patent for only a part of the Licensed Process, shall not revoke or
otherwise limit this License.


 


(2.3)                         LICENSOR
represents that it has a substantial investment in the development of corn
germ, corn fiber and corn protein concentrate (collectively, the “Co-products”),
which are produced from the Licensed Process, and that LICENSOR has appointed
QTI, to market the Co-products produced from the Licensed Process.  Simultaneously with the execution of this
License, the LICENSEE shall enter into the Corn Germ Marketing Agreement and
the Corn Protein Concentrate Marketing Agreement, provided that LICENSOR will
use its reasonable best efforts to cause QTI to offer LICENSEE terms in such
agreements that are no less favorable than those offered to other clients of
QTI.  No breach of either the Corn Germ
Marketing Agreement


 


2





















 


or the Corn
Protein Concentrate Marketing Agreement by any party shall be deemed to be a
default under this License, nor in any manner limit or revoke this License.


 


(2.4)                         LICENSOR
warrants that (i) it has the right to grant this License and disclose the Confidential
Information and all other information relating to the Licensed Process, (ii) the
grant of this License conveys to LICENSEE all intellectual property necessary
for the operation of the Plant as contemplated herein and by the AIA Agreement
and the Process Guarantee, and (iii) there has not been and there is not
now any unauthorized use, infringement or misappropriation of the Licensed
Process by any person or claim or allegation thereof.


 


(2.5)                         LICENSOR shall not (and no
party on behalf of the LICENSOR shall), for a period of two years from the
effective date of this License, license the Licensed Process to any third party
located at a driving distance of less than 150 miles from the Plant.


 


(2.6)                         LICENSEE’s
use of the Licensed Process does not grant LICENSEE any ownership interest or
other interest in or to the Licensed Process other than as stated in this
License.


 


(2.7)                         LICENSOR
represents and warrants that (i) it has the right, title and interest to
sublicense the Licensed Process free and clear of all liens, claims or other
restrictions, (ii) no person is infringing on the Licensed Process, (iii) the
Licensed Process does not infringe any intellectual property or other rights of
any other person, (iv) the use of the Licensed Process does not (and this
License will not) result in a conflict with, misappropriation or infringement
of any rights of others and LICENSOR is not aware of any allegation of conflict
or infringement or any basis therefore, and (v) all material fees and
action reasonably required to be taken for the maintenance, operation or use of
the Licensed Process have been paid and taken.


 


ARTICLE 3                                License
Fee; Technical Information Fee


 


(3.l)                            In
consideration of the execution of this License and the performance of its terms,
LICENSEE shall pay to LICENSOR a License Fee of [********] payable as
specified in Schedule B attached hereto.


 


(3.2)                         In further consideration of the execution of this License
and the performance if its terms, LICENSEE shall pay to LICENSOR a Technical
Information Fee of [********] payable as specified in Schedule C
attached hereto.


 


(3.3)                         For additional
services, LICENSEE shall pay LICENSOR in accordance with Schedule C
attached hereto, as mutually agreed between LICENSEE and LICENSOR following the
completion of the Performance Test to the satisfaction of LICENSEE, as
described in Article 6 of the Process Guarantee Agreement.


 










[********] Material
has been omitted pursuant to request for confidential treatment and such
material has been filed separately with the Securities and Exchange Commission.


 


3





















 


ARTICLE 4                                Improvements
or Modifications


 


(4.l)                            LICENSEE
may improve or modify the Licensed Process in any manner in its sole
discretion, provided that the improvements and/or modifications do not
invalidate or infringe upon the Licensed Process or LICENSOR’S ownership
thereof.


 


(4.2)                         Improvements
and/or modifications made to the Licensed Process by LICENSEE, without the
assistance of LICENSOR, shall be the property of LICENSEE, provided, however,
that LICENSEE shall notify LICENSOR of any such improvements and/or
modifications (provided such action is not in violation of law or LICENSEE’s
obligations to third parties) and upon written request, LICENSEE shall license (provided
such action is not in violation of law or LICENSEE’s obligations to third
parties) such improvements and/or modifications to LICENSOR (but only to the
extent of LICENSEE’s rights therein) on such reasonable terms and conditions to
be mutually agreed upon by LICENSEE and LICENSOR by means of a license addendum
describing the additional products, improvements and/or modifications to the
Licensed Process made by LICENSEE.


 


(4.3)                         Improvements
and/or modifications made to the Licensed Process by LICENSOR without the
assistance of LICENSEE shall be the property of LICENSOR, and shall be deemed
to be a part of the Licensed Process and subject to this License.  Reasonably promptly after any such
improvement or modification is discovered, LICENSOR shall notify LICENSEE of
any such improvements and/or modifications and, upon request, LICENSOR shall license
such improvements and/or modifications to LICENSEE for a reasonable fee paid by
LICENSEE by means of a license addendum describing the additional products,
improvements and/or modifications to the Licensed Process made by LICENSOR.


 


(4.4)                         Improvements and/or
modifications made jointly by LICENSOR and LICENSEE to the Licensed Process
shall be the joint property of both parties, shall be deemed to be a part of
the Licensed Process and subject to this License, and shall be jointly owned by
them upon terms and conditions reasonably acceptable to both parties.


 


ARTICLE 5                                Confidentiality


 


(5.1)                         LICENSEE
agrees that it will not, without the prior written consent of LICENSOR,
disclose the Confidential Information to any Person other than employees,
agents, representatives or others who have a reason to know (“Representatives”),
or use any such Confidential Information except in accordance with the terms of
this License.  LICENSEE further agrees to
require its Representatives to maintain the same in confidence.


 


(5.2)                         Except
as it relates to the business or operation of the Plant, LICENSEE will not,
without the prior written consent of LICENSOR, use, reproduce or permit the
use, reproduction or copying of any said Confidential Information by
unauthorized third parties. It is understood that this paragraph shall not be
interpreted to prevent such reasonable review of the Confidential Information
by persons engaged in the inspection, sale or repair of equipment or the Plant,
as are customarily necessary in connection with the design, construction,
supply, maintenance and operation of chemical plants.


 


4





















 


(5.3)                         The obligations of confidentiality in this Article 5
shall expire on tenth (10th) anniversary of the date hereof.


 


ARTICLE 6                                Assignment


 


(6.1)                         This
License and the obligations of the parties hereto shall not be assignable by
LICENSOR or LICENSEE subject, however, to the following exceptions:


 


(6.1.1)                with the prior
expressed written consent of the other party; or


 


(6.1.2)                upon the
acquisition by a Person of all or substantially all of the equity, stock,
membership interests or partnership interests, or assets of LICENSOR or
LICENSEE, whether by merger, consolidation, purchase or otherwise, provided the
Plant remains located in Monroe, Wisconsin.


 


(6.2)                         Upon the occurrence of an event described in Section 6.1.2,
the assigning party shall provide prompt written notice to the other.


 


(6.3)                         All
assignees of the License or successors of either party shall be bound by all
the terms and conditions of this License, and shall enter into a written
agreement assuming all of the obligations of the assigning party under this
License.


 


(6.4)                         This
License applies to the Plant.  Any other facility
constructed, owned or operated by LICENSEE with respect to which LICENSEE
desires to use the Licensed Process shall require a separate license from
LICENSOR prior to its use of such Licensed Process at such facility, upon terms
satisfactory to LICENSOR.


 


ARTICLE 7                                Applicable
Law


 


(7.1)                         This
License shall be construed under and governed by the laws of the State of
Wisconsin without regard to the conflict of laws principals thereof.  The parties irrevocably consent to the sole
and exclusive jurisdiction and venue in the appropriate state or federal court
in Wisconsin.


 


ARTICLE 8                                Trademarks


 


(8.1)                         LICENSEE and
LICENSOR each agree not to use any trademark or trade name owned or controlled
by the other except as may be specifically agreed to in writing by such party.


 


ARTICLE 9                                Waiver
of Default


 


(9.1)                         Waiver by
either party of any default by the other under the terms of this License shall
not be deemed to be a waiver by such party of any other default by the other,
whether similar or dissimilar in nature. No modifications or waiver of any of
the provisions herein contained shall be binding unless made in writing and
signed by authorized representatives of both parties.


 


5





















 


ARTICLE 10                         Severability


 


(10.1)                   In the event
that any term or provision of this License is invalidated at any time by rule of
law or statutory provision, the remaining terms and provisions of this License
shall remain in full force and effect and be binding upon both parties hereto.


 


ARTICLE 11                         Notices


 


(11.1)                   All notices
pertaining to this License shall be in writing and shall be effective at the
earliest of the following: (a) when received; (b) three (3) days
after deposit in the U.S. mail, if mailed postpaid and correctly addressed; or (c) on
the date shown on the return receipt, if sent by registered or certified mail,
return receipt requested and the receipt is signed by or on behalf of the
addressee.  Such notices whether to
LICENSOR or LICENSEE shall be sufficient if transmitted by facsimile, delivered
in person, or sent by registered or certified mail. The parties designate the
following addresses for notice purposes:


 


	
   

  	
   

  	
  CVP LLC

  
	
   

  	
   

  	
  9586 58th
  Place

  
	
   

  	
   

  	
  Kenosha,
  Wisconsin 53144

  
	
   

  	
   

  	
  Attn: Mr.
  Michael Kopper

  
	
   

  	
   

  	
  Facsimile:
  (262) 654-6063

  
	
   

  	
   

  	
   

  
	
  With a copy
  to:

  	
   

  	
  AMG, Inc.

  
	
   

  	
   

  	
  1497 Shoup
  Mill Rd.

  
	
   

  	
   

  	
  Dayton, OH
  45406

  
	
   

  	
   

  	
  Attn: Mr.
  Alberto G. Mendez

  
	
   

  	
   

  	
  Facsimile:
  (937) 274-3870

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Quality
  Technology International, Inc.

  
	
   

  	
   

  	
  2250 Point
  Blvd., Suite 322

  
	
   

  	
   

  	
  Elgin,
  Illinois 60123

  
	
   

  	
   

  	
  Attn:
  Mr. Daniel J. Hammes

  
	
   

  	
   

  	
  Facsimile:
  (847) 649-9300

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Badger State
  Ethanol LLC

  
	
   

  	
   

  	
  820 W. 17th
  Street

  
	
   

  	
   

  	
  Monroe, WI
  53566-0317

  
	
   

  	
   

  	
  Attn: Dr.
  Gary Kramer

  
	
   

  	
   

  	
  Facsimile:
  (608) 329-3866

  



 


ARTICLE 12                         Dispute Resolution


 


(12.1)                   Mediation.  The parties shall bring any and all disputes,
controversies or claims arising under this License to the attention of the
other without prejudicing their relationship and operations hereunder.  Appropriate personnel of both parties shall
be made available, either by mail, telephone or personal meeting for the prompt
and effective adjustment of any and all such


 


6





















 


differences.  In the event the parties are unable to
resolve any dispute, controversy or claim arising under this License between
them, the parties shall, before commencement of arbitration submit the issue to
a neutral, qualified mediator selected by mutual agreement of the LICENSEE and
LICENSOR.  Such dispute shall be
submitted to mediation upon one party providing written notice to the other (“Mediation
Notice”).  Such mediation shall be held
in a neutral location between the domiciles of the respective parties as
selected by mutual agreement of the LICENSEE and LICENSOR, and the mediator’s
fee shall be paid in equal shares by the LICENSEE and LICENSOR.  If such dispute is not be successfully
resolved within 30 days of the date of receipt of the Mediation Notice, or such
longer period as mutually agreed in writing by the LICENSEE and LICENSOR, then
immediately at the end of such period the parties hereto shall be entitled to
resolve such dispute, controversy or claim pursuant to Sections 12.2 - 12.5
below.


 


(12.2)                   Arbitration.  In the event that any controversy or claim
arising under this License cannot be resolved by the parties, such controversy
or claim shall be settled by binding arbitration in accordance with the
Commercial Arbitration rules of the American Arbitration Association
(except as specifically modified below), and the judgment upon the award may be
entered in any court having competent jurisdiction thereof.  The prevailing party shall be entitled to
reasonable attorney fees plus the cost and expenses incident to collection
and/or defense from the non-prevailing party. 
The LICENSEE and LICENSOR shall mutually agree on a neutral qualified
arbitrator within thirty (30) days after the filing of any notice of
arbitration by one against the other.  If
the LICENSEE and LICENSOR are not able to agree on a single arbitrator within
such thirty (30) day period, then the LICENSEE and LICENSOR shall obtain a list
of three neutral arbitrators from Resolute Systems, Inc. (or, if such
company no longer exists, from a similar company) located in Milwaukee,
Wisconsin.  From such list, the LICENSEE
and LICENSOR shall each have one alternating strike to determine which arbitrator
of the three shall arbitrate the matter. 
The process to narrow the list of three (3) arbitrators down to one
(1) arbitrator shall be facilitated by Resolute Systems, Inc. (or, if
such company no longer exists, from a similar company), and shall be completed
no later than fifteen (15) days after the end of the thirty (30) day period
described above (unless otherwise agreed by the LICENSEE and LICENSOR).  The arbitration shall be completed within
seventy-five (75) days from when the arbitrator is selected.


 


(12.3)                   The arbitration shall be brought in the jurisdiction of the
party against whom relief is sought.


 


(12.4)                   The award of the Arbitrator shall be in writing and shall
set forth each issue considered and the Arbitrator’s findings of fact and conclusions
of law as to each issue considered.


 


(12.5)                   All
aspects of the arbitration, including the hearing and the record of the
proceedings, are confidential and shall not be open to the public, except as
may otherwise be appropriate in response to a governmental agency or legal
process.


 


ARTICLE 13                         Remedies


 


(13.1)                   Indemnification by
LICENSOR.  LICENSOR
shall indemnify and hold LICENSEE, its affiliates, members, managers, officers,
directors, employees, agents and


 


7





















 


representatives
(collectively, the “LICENSEE Indemnified Parties”) harmless from and against
any and all losses, claims, damages, liabilities, costs, expenses or
deficiencies including, but not limited to, reasonable attorneys’ fees and
other costs and expenses reasonably incident to proceedings or investigations
or the defense or settlement of any claim or claims (collectively “Damages”),
incurred by LICENSEE Indemnified Parties arising out of or resulting directly
from: (a) the breach or inaccuracy of any representation or warranty made
by LICENSOR in this License; (b) the breach or default in the performance
by LICENSOR of any of its covenants, obligations or agreements in this License;
and (c) any claim, suit or action by any third party against LICENSEE
regarding the Licensed Process for infringement or otherwise.  Notwithstanding any other provision of the
Transaction Documents, including without limitation, this License, in no event
shall LICENSOR’s aggregate liability under the Transaction Documents exceed [********].  In no event shall LICENSOR be responsible for
any punitive, incidental, consequential, exemplary or lost profits damages.


 


(13.2)                   Indemnification by
LICENSEE.  LICENSEE
shall indemnify and hold LICENSOR, its affiliates, members, managers, officers,
directors, employees, agents and representatives (collectively, the “LICENSOR
Indemnified Parties”) harmless from and against any and all Damages incurred by
LICENSOR Indemnified Parties arising out of or resulting directly from: (a) the
breach or inaccuracy of any representation or warranty made by LICENSEE in this
License; (b) the breach or default in the performance by LICENSEE of any
of its covenants, obligations or agreements in this License, or (c) LICENSEE’s
operation of the Plant.  Notwithstanding
any other term or provision of this License or the violation of this Section 13.2
or any other provision of this License, LICENSOR shall not, under any
circumstances or rights in law or equity, be entitled to revoke the License or
in any way limit LICENSEE’s right and ability to use the Licensed Process,
subject to LICENSEE’s compliance with its payment obligations under this
License.


 


(13.3)                   Third Party
Claims.  LICENSEE will promptly advise LICENSOR in
writing of any notice, claim, suit or action regarding infringement made or
brought against LICENSEE by a third party and based upon LICENSEE’S use of the
Licensed Process.  If LICENSEE so elects,
LICENSOR will defend LICENSEE at LICENSOR’S expense in any such suit or action,
and shall indemnify LICENSEE with regard to any damages, to the extent that the
alleged infringement is based upon the use of the Licensed Process in
accordance with the terms and provisions of this License and LICENSOR shall
have sole charge and direction of such defense. LICENSEE will render all
reasonable assistance that may be required by LICENSOR.  Otherwise, LICENSEE shall have the right to
defend itself by counsel of its own selection at its own expense.  Neither LICENSOR nor LICENSEE shall settle or
compromise any such suit or action without the written consent of the other, if
the settlement or compromise obliges the other party to make any payment or
part with any property or assume any obligation or grant any license or other
right or subject either to any injunction or any other restriction.


 


(13.4)                   Claims.  In the event LICENSEE or LICENSOR should have
a claim against the other hereunder which does not involve a third party claim,
the party claiming indemnification (the “Indemnified Party”) shall transmit to
the other (the “Indemnifying Party”) a written notice (the “Indemnity Notice”)
describing in reasonable detail the nature of the claim, and the basis of 


 










[********] Material has been omitted pursuant to a request for
confidential treatment and such material has been filed separately with the
Securities and Exchange Commission.


 


8





















 


the
Indemnified Party’s request for indemnification under this License.  If the Indemnifying Party does not notify the
Indemnified Party within thirty (30) days from its receipt of the Indemnity
Notice that the Indemnifying Party disputes such claim, the claim specified by
the Indemnified Party in the Indemnity Notice shall be deemed a liability of
the Indemnifying Party hereunder, with respect to which the Indemnified Party
is entitled to prompt indemnification hereunder.


 


ARTICLE 14                         Visitations


 


(14.1)                   LICENSOR may,
at its risk and expense and upon reasonable prior notice to LICENSEE, visit the
Plant during normal business hours with potential clients, customers or other
licensees of LICENSOR who make use of or propose to make use of the Licensed
Process; provided such visitors (including the LICENSOR) shall at all times be
accompanied by a representative of LICENSEE and that such visitors (including
the LICENSOR) shall not unreasonably interfere with the operations of LICENSEE.  Such visits are subject to any of LICENSEE’s
restrictions on access to portions of the Plant that do not directly involve
the Licensed Process.  Any such
visitation shall be subject to (i) the prior permission of LICENSEE, which
permission shall not be unreasonably withheld, and (ii) an assumption of
any obligations of confidentiality considered appropriate by LICENSEE.


 


ARTICLE 15                         Force
Majeure


 


(15.1)                   Notwithstanding
any other provisions to the contrary in this License, neither party hereto
shall be responsible for a default in or breach of this License which is the
result of strike, fire, war, earthquake, flood, pestilence, riot, act of God,
act of government or other cause beyond the control of the parties, unless
performance is not promptly resumed upon termination of such cause.


 


ARTICLE 16                         Entire
Agreement; Counterparts.


 


(16.1)                   This License
sets forth the entire agreement of the parties with respect to the subject
matter of this License, and supersedes any and all previous agreements between
the parties with respect hereto, and no written undertakings given either
previously to or simultaneously with the signing of this License and not
expressly made a part hereof shall be admitted to vary or correct its terms.  The recitals set forth at the beginning of
this License are incorporated into, and an integral part of, this License.  This License may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
shall constitute one and the same document. 
This License may be executed by facsimile signatures.


 


OTHER THAN ANY
WARRANTY PROVIDED FOR UNDER THIS LICENSE OR THE PROCESS GUARANTEE AGREEMENT,
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS
ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


9





















 


IN WITNESS
WHEREOF, the parties have agreed to the foregoing on this 23rd day
of June, 2005.


 


 


	
  BADGER STATE ETHANOL, LLC 

  	
  CVP, LLC 

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Gary L.
  Kramer

  	
   

  	
  By:

  	
   

  	
  /s/ Michael
  Kopper

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
  President

  	
   

  	
  Title:

  	
   

  	
  Member

  	
   

  
											



 


10





















 


SCHEDULES
OMITTED