**Exhibit10.20**

 

**CORNPRICE RISK MANAGEMENT AGREEMENT**

 

**THIS CORNPRICE RISK MANAGEMENT AGREEMENT**is made and entered into as of the27 day of Nov, 2002 by and between Broin Management, LLC, a Minnesota limitedliability company (“Manager”) and Great Plains Ethanol, LLC, a South Dakotalimited liability company (“Company”).

 

**WHEREAS**, Company owns an ethanolproduction plant near Chancellor, South Dakota (the “Plant”); and

 

**WHEREAS**, Manager is in the business ofmanagement and operation of ethanol production facilities, including the Plant;and

 

**WHEREAS**, Company and Manager have engagedthe services of Manager to manage the Plant pursuant to the Operating Agreementdated January 15, 2001.

 

**WHEREAS**, Company desires to engage theservices of Manager to provide corn price risk management services notaddressed by the Operating Agreement between Manager and Company, and Managerdesires to provide such additional services on the terms and conditionshereinafter described.

 

**NOW,THEREFORE**,in consideration of mutual covenants contained herein, the parties agree asfollows:

 

**Definitions**

 

Terms Defined in theOperating Agreement. The capitalized terms defined in the Operating Agreement datedJanuary 15, 2001 are incorporated herein by reference.

 

**Rightsand Obligations of Manager**

 

General Rights andObligations.Manager shall have the responsibility and authority to take all actionnecessary or appropriate to engage in hedging and price risk managementrelating to corn requirements including, without limitation, the power andauthority to:

 

(a)                                  Trade corn futures, options andother contracts with the intention of controlling grain costs and market riskexposure for any and all ethanol plants managed by Manager and the BroinEnterprises Plant, including the Plant;

 

(b)                                 Devise and implement strategies forcarry protection and basis protection;

 

(c)                                  Recommend strategies for flat priceprotection to each governing board and enact all flat price strategies approvedby the governing board;

 

(d)                                 From time to time enter into tradesto reduce market exposure and market risk in other co-products or commoditiesrelative to plant usage or production;

 

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(e)                                  Hire such employees and independentcontractors as Manager shall determine to be reasonably necessary to theforegoing; and

 

(f)                                    Carry on any other activitiesnecessary to, in connection with, or incidental to the foregoing.

 

Storage/Forward ContractHedging.Manager will recommend Storage and Forward Contract Hedging strategies to theCommodity Manager at the Company. At no time will these strategies result inthe flat pricing of more than 25% of one year’s projected corn usage withoutthe approval of the Board of Governors of the Company. The Company willestablish a futures trading account with the assistance of the Manager for thepurpose of Flat Price/Storage/Forward Contract Hedging.

 

Flat Price Hedging. Manager will recommend flat pricestrategies to the Board of Governors for flat price hedging in excess of 25% ofone year’s projected corn usage as it deems necessary. The Board of Governorsof the Company or a committee appointed by the Board of Governors will reviewthese strategies and direct Manager to implement any strategies that areapproved. Manager will promptly enact any Flat Price Hedging strategiesdirected by the Company.

 

Independent ContractorStatus.Manager in the performance of its duties under this Agreement shall occupy theposition of an independent contractor with respect to the Company. Nothingcontained herein shall be construed as making the parties hereto partners orjoint venturers, nor, except as expressly provided herein, construed as makingManager an employee of the Company.

 

**ReportsIssued by Manager**

 

The following reports willbe issued to the Company by the Manager:

 

Daily Reports (to Commodity Manager):

-                 Market Update – Bid Sheet

-                 Market Summary and Commentary

Weekly Reports (to General Manager):

-                 Pool Position and Profitability

-                 DDGS Market Roundup

Quarterly Reports (to the Board of Directors)

-                 Quarterly Market and Trading Update

-                 Quarterly DDGS Update

 

**Duties ofCompany**

 

Company hereby agrees tocooperate with Manager in the performance of Manager’s duties andresponsibilities under this Agreement, to act in good faith, and to do allreasonable

 

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things necessary to aid Manager’s performance as an independentcontractor under the terms of this Agreement.

 

**PriceRisk Management Fee**

 

Price Risk Management Fee. Company shall pay Manager a PriceRisk Management Fee of $50,000.00 per year, payable in quarterly installmentsof $12,500.00 due on the first day of each quarter. In the event this Agreementcommences other than on the first date of a quarter, the first quarterlyinstallment shall be prorated. It is projected the first quarter will commenceon                     .This fee is subject to modification in the case of plant expansions orincreases in corn usage.

 

**PoolingArrangement**

 

Company acknowledges thatManager will be offering these price risk management services to all of theethanol facilities Manager manages. A pooling arrangement may be implementedwhereby Company and other ethanol facilities managed by Manager will contributefunds for allocation to trading activities based on the price risk managementservices. All trade expenses incurred by Manager in pursuing the foregoingshall be paid out of the pool. Any profits or losses resulting from the tradingactivity will be allocated proportionally to participants based on theirproportionate contribution to the pool.

 

**MarginMoney**

 

If pool is institutedthen, initial margin contribution to the pool account will be $65,000. Incomewill be distributed as sufficient cash becomes available in the account. In thecase of pool losses, additional margin money will be requested pro-rata fromthe plants trading in the pool account.

 

**EffectiveDate: Term: Termination**

 

Effective Date. This Agreement shall be effectiveas of the date first set forth above.

 

Term. The term of this Agreement shallbe for a period of one (1) year commencing with 1st payment. Thirty(30) days prior to the expiration of the one (1) year term, this Agreementshall be automatically extended for an additional one (1) year term followingthe end of the one (1) year term unless either party gives notice oftermination as provided below.

 

The aforementioned renewalprovision shall apply in the same manner for all subsequent expiring terms.Therefore, every one (1) year this Agreement shall be either automaticallyextended or proper notice of termination given by either party as providedbelow.

 

Termination. Either party has the right toterminate this Agreement without cause by giving written notice to the otherparty of such termination. Such written notice of termination shall be givennot more than ninety (90) days or less than thirty (30) days before the lastday of each expiration period (i.e. every year). Upon any such termination,Manager shall have the right

 

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to continue to provide price risk management services until the end ofthe then-current year. Likewise, upon any such termination, Company shall havethe right to Manager’s price risk management services until the end of thethen-current year.

 

**Limitationof Liability**

 

Company acknowledges thatthe corn market is volatile and subject to events over which Manager andManager’s Price Risk Consultant have no control. Accordingly, Manager andManager’s Price Risk Consultant will not be held liable by Company for anylosses related to the trading activities of Manager and Manager’s Price RiskConsultant relating to this Agreement so long as Manager and Manager’s PriceRisk Consultant have acted in good faith and in a manner they reasonablybelieved to be in the best interests of the business of the Plant. The parties acknowledgethat the price risk management services to be rendered pursuant to thisAgreement may affect the profitability of the Plant, and may accordingly affectthe bonuses to be paid to Manager under the terms of the Operating Agreement.

 

**DisputeResolution**

 

In the event of a disputebetween Company and Manager relating to the terms of or performance under thisAgreement, the dispute resolution provisions set forth in the OperatingAgreement shall govern, and same are incorporated herein by reference.

 

**Assignment**

 

This Agreement shall beassignable by either party upon mutual written consent of the parties hereto.

 

**Miscellaneous**

 

Headings. The headings contained herein arefor convenience only and are not intended to define or limit the scope ofintent of any provisions of this Agreement.

 

Governing Law. The validity of this Agreement,the construction of its terms and the interpretation of the rights and dutiesof the parties hereto shall be governed by the laws of the State of SouthDakota.

 

Notices. Any notice required or permittedherein to be given shall be given in writing and shall be delivered by UnitedStates registered or certified mail, return receipt requested, to the Presidentof Manager or President of Company, as the case may be, at the addresses setforth below or such address as Company or Manager shall provide notice of fromtime to time during the term of this Agreement.

 
| Company:   |   | Great Plains Ethanol,  LLC                                                                                                    |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------|
| Attention: |   |                    -  Chairman |
|       |   | 27716 462nd  Avenue                                                                                                           |
|       |   | Chancellor, SD 57015                                                                                                          |

 

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| Manager: |   | Broin Management, LLC                 |
|----------|--------|---------------------------------------|
|     |   | Attention:  Mr. Jeffrey S. Broin |
|     |   | 2209 East 57th  Street North          |
|     |   | Sioux Falls, SD 57104                 |

 

Successors. This Agreement shall be bindingupon and inure to the benefit of the respective parties and their permittedassigns and successors in interest.

 

Waivers. No waiver of any breach of any ofthe terms or conditions of this Agreement shall be held to, be a waiver of anyother subsequent breach; nor shall any waiver be valid or binding unless thesame shall be in writing and signed by the party alleged to have granted thewaiver.

 

Counterparts. This Agreement may be executed inmultiple counterparts all of which shall constitute but one Agreement.

 

Amendment. This Agreement may be amendedwith the written consent of Company and Manager.

 

Entire Agreement. Except as otherwise describedherein, this Agreement is the entire Agreement between the parties relating tocorn price risk management. Any amendment hereto must be in writing and signedby both parties hereto to come into full force and effect.

 

IN WITNESS WHEREOF, theparties hereto have executed this Agreement as of the 27 day of Nov, 2002.

 
| Company:                   |             | Manager:              |
|----------------------------|------------------|-----------------------|
|                       |             |                  |   |
| Great Plains Ethanol,  LLC |             | Broin Management, LLC |
|                       |             |                  |   |
|                       |             |                  |   |
| By                         | /s/ Darrin Ihnen |                  |   | By | /s/ Jeff Broin |   |
|                       | Its Chairman     |                  |   |   | Its Chief Manager |   |
|                            |                  |                       |  |  |  |  |  |

 

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