**Exhibit10.10**

 

**LICENSINGAGREEMENT**

**ForEthanol Production Process**

 

**THISLICENSING AGREEMENT** is made and entered into this 20th day of November, 2001 by andbetween Broin and Associates, Inc., a South Dakota corporation located at 2209East 57th Street North, Sioux Falls, SD 57104, (hereinafter referred to as“Licensor”) and Great Plains Ethanol, LLC, located at P.O. Box 172, Lennox, SD57039 (hereinafter referred to as “Licensee”).

 

**WHEREAS**, the Licensor is in the businessof designing and building dry mill ethanol plants; and

 

**WHEREAS**, Licensor and Licensee haveentered into a Construction Contract dated as of even date herewith(“Construction Contract”) to construct the dry mill ethanol plant nearChancellor, SD (“Facility”).

 

**WHEREAS**, Licensee has chosen Licensor asDesign/Builder to construct the Facility because that Licensor has expertise inthe design and construction of ethanol plants; and

 

**WHEREAS**, the Licensor possesses certainproprietary technology, design information and operational information (hereinafterreferred to as the “Technology”, as set forth in Exhibit 2A); and

 

**WHEREAS**, the Licensee wishes to license aplant design and its associated proprietary design and operational informationfrom the Licensor; and

 

**WHEREAS**, the parties hereto are enteringinto a Confidentiality and Nondisclosure agreement which is attached hereto asExhibit 2B.

 

**NOW,THEREFORE**,in consideration of the foregoing mutual covenants and agreements set forthherein, the parties agree as follows:

 

**Agreement**

 

**1.0          THE TECHNOLOGY**

The “Licensor’sTechnology” refers to all proprietary rights, including patents, copyrights,trade secrets, formulas, research data, processes, know-how and specificationsrelated to the Licensor’s design and construction of the Facility identified inExhibit 2A.

 

----

 

**2.0          THE GRANT**

 

**2.1          License**

Licensor grants toLicensee a nonexclusive license to utilize Licensor’s Technology to make, useand sell Ethanol and related co-products produced using the Licensor’sTechnology only at the facility located near Chancellor, South Dakota.

 

**2.2          Restrictions**

The Licensee agrees thatit will use the items listed in Exhibit 2A only in relation to the operationand maintenance of the Facility.

 

**3.0          COMPENSATION**

For and in considerationof the Licensee’s execution of the Construction Contract and for the payment of$100,000, which is included in the Design/Build Contract Price Licensorexecuted this License Agreement with Licensee.

 

**4.0          TERM OF AGREEMENT**

 

**4.1          Term**

This Agreement shallcommence on the date that the Facility operates for seven days as provided inthe Process Guarantee attached to the Construction Contract and continue for solong as the plant shall exist to use the Licensor’s Technology.

 

**4.2          Breach**

Any party shall be indefault under this Agreement if said party otherwise fails to perform any ofits obligations under this Agreement. In the event a party is in default under this Agreement, thenondefaulting party shall have such rights and remedies as may be available atlaw or in equity, including the right of specific performance and injunctiverelief.

 

**5.0          LIMITATION OF LIABILITY**

In no event shall Licensorbe liable to Licensee (or any other party) for loss of profits or indirect,incidental, special, consequential, or other similar damages arising out of anybreach of this Agreement or obligations under this Agreement.

 

**6.0          INDEPENDENT CONTRACTOR**

For the purpose of thisAgreement and all services to be provided hereunder, both parties shall be, andshall be deemed to be, independent contractors and not agents or employees ofthe other.  Neither party shall haveauthority to make any statements, representations or commitments of any kind,or to take any action, that will be binding on the other party.

 

**7.0          SEVERABILITY**

If any one or more of theprovisions of this Agreement shall be held to be invalid, illegal orunenforceable, such provision shall be enforced to the maximum extent possibleconsistent with applicable law and the remaining provisions of this Agreementshall remain in full force and effect.

 

2

----

 

**8.0          ASSIGNABILITY**

This Agreement shall beassignable by either party upon mutual written consent of the partieshereto.  It is understood and agreed byLicensee that the Licensing Agreement will need to be Assigned to a new ownerprior to the operation of the Facility by a new owner.  Neither party shall unreasonably withholdconsent to said transfer.

 

**9.0          ENTIRE AGREEMENT**

This instrument containsthe entire agreement between the parties hereto with respect to the subjectmatter hereof and supersedes any prior or contemporaneous agreement.

 

**10.0        MODIFICATIONS IN WRITING**

No change, modification,extension, termination or waiver of this Agreement, or any of the provisionsherein contained, shall be valid unless made in writing and signed by a dulyauthorized representative of each party.

 

**11.0        GOVERNING LAW**

The validity andinterpretation of this Agreement and the legal relations of the parties to itshall be governed by the laws of the State of South Dakota, excepting that bodyof law related to conflict of laws.

 

**12.0.       CAPTIONS**

The captions are providedfor convenience and are not to be used in construing this Agreement.

 

**13.0        CONSTRUCTION**

The parties agree thatthey have participated equally in the formation of this Agreement and that thelanguage herein should not be presumptively construed against either of them.

 

**14.0        CONFIDENTIALITY**

The parties acknowledgethat Licensor will likely be providing confidential information to Licenseeduring the term of this Agreement.  Incontemplation thereof, the parties have signed Exhibit 213-Confidentiality andNon-disclosure Agreement which is hereby incorporated by reference into thisagreement.

 

**15.0        DEFENSE OF THE TECHNOLOGY**

The Licensor, in grantingthe Licensee a license to said Licensor’s Technology as noted in thisAgreement, will defend the Licensee in matters pertaining to infringement ofLicensor’s Technology including patents, trademarks, copyrights, trade secrets,or any other proprietary rights owned or controlled by third parties by reasonof Licensee’s manufacture, use, or sale of Ethanol or ethanol cogeneratedproducts through Licensor’s Technology. Licensee shall inform Licensor immediately upon receipt of notice of anysuit, actions, claim or claims relating to patents, trademarks, copyrights,trade secrets, or other proprietary rights having any bearing on saidLicensor’s Technology.  Should it soelect, Licensee, may, at its own expense, assume the control of and join theLicensor in the defense of any such suit, actions, claim, or claims.  In the event that Licensor’s Technology isfound to infringe in any of the aforementioned instances, Licensor will pay anycosts to change the Technology or to bring the Licensee into compliance withthe holders of any proprietary rights.

 

3

----

 

**16.0        NOTICES**

All notices hereundershall be effective if sent by first class mail, postage prepaid, and shall bedeemed given and received one business day after deposit with the postoffice.  Supplemental to the deliverymethods described above, the parties may also fax and E-mail said notices.  Notice sent by recognized express courier,certified or registered mail shall be considered the official and bindingnotice.  Notice shall be to:

 
| IF TO LICENSOR: |   | BY:      |   | ROBERT BROIN                |
|-----------------|--------|----------|--------|-----------------------------|
|            |   | ITS:     |   | PRESIDENT                   |
|            |   | ADDRESS: |   | 2209 EAST 57TH STREET NORTH |
|            |   |     |   | SIOUX FALLS, SD 57104       |
|            |   |     |   |                        |
|            |   | PHONE:   |   | (605) 965-2200              |
|            |   | FAX:     |   | (605) 965-2203              |
|            |   | E-MAIL:  |   | robbroin@broin.com          |
|            |   |     |   |                        |
| IF TO LICENSEE: |   | BY:      |   | DARRIN IHNEN                |
|            |   | ITS:     |   | CHAIRMAN OF THE BOARD       |
|            |   | ADDRESS: |   | 28065 459TH AVE.            |
|            |   |     |   | HURLEY, SD 57036            |
|            |   |     |   |                        |
|            |   |     |   | EMAIL:                      |

 

IN WITNESS WHEREOF, THEPARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DATE AND YEAR FIRST ABOVEWRITTEN.

 
| LICENSOR:                  |                          | LICENSEE: |                                     |
|----------------------------|-------------------------------|-----------|------------------------------------------|
|                       |                          |      |                                     |
| BROIN AND ASSOCIATES, INC. | GREAT PLAINS ETHANOL, LLC     |      |
|                       |                          |      |                                     |
|                       |                          |      |                                     |
| BY:                        | /s/ Robert Broin              |      | BY:                                      | /s/ Darrin Ihnen |   |
|                       | Its President - Robert  Broin |      | Its Chairman of the Board - Darrin Ihnen |   |
|                            |                               |           |                                          |  |  |  |  |

 

4

----