Exhibit 10









Exhibit

10.10




 




LICENSING

AGREEMENT




For

Ethanol Production Process




 




THIS

LICENSING AGREEMENT is made and entered into this 20th day of November, 2001 by and

between Broin and Associates, Inc., a South Dakota corporation located at 2209

East 57th Street North, Sioux Falls, SD 57104, (hereinafter referred to as

“Licensor”) and Great Plains Ethanol, LLC, located at P.O. Box 172, Lennox, SD

57039 (hereinafter referred to as “Licensee”).




 




WHEREAS, the Licensor is in the business

of designing and building dry mill ethanol plants; and




 




WHEREAS, Licensor and Licensee have

entered into a Construction Contract dated as of even date herewith

(“Construction Contract”) to construct the dry mill ethanol plant near

Chancellor, SD (“Facility”).




 




WHEREAS, Licensee has chosen Licensor as

Design/Builder to construct the Facility because that Licensor has expertise in

the design and construction of ethanol plants; and




 




WHEREAS, the Licensor possesses certain

proprietary technology, design information and operational information (hereinafter

referred to as the “Technology”, as set forth in Exhibit 2A); and




 




WHEREAS, the Licensee wishes to license a

plant design and its associated proprietary design and operational information

from the Licensor; and




 




WHEREAS, the parties hereto are entering

into a Confidentiality and Nondisclosure agreement which is attached hereto as

Exhibit 2B.




 




NOW,

THEREFORE,

in consideration of the foregoing mutual covenants and agreements set forth

herein, the parties agree as follows:




 




Agreement




 




1.0          THE TECHNOLOGY




The “Licensor’s

Technology” refers to all proprietary rights, including patents, copyrights,

trade secrets, formulas, research data, processes, know-how and specifications

related to the Licensor’s design and construction of the Facility identified in

Exhibit 2A.




 





























 




2.0          THE GRANT




 




2.1          License




Licensor grants to

Licensee a nonexclusive license to utilize Licensor’s Technology to make, use

and sell Ethanol and related co-products produced using the Licensor’s

Technology only at the facility located near Chancellor, South Dakota.




 




2.2          Restrictions




The Licensee agrees that

it will use the items listed in Exhibit 2A only in relation to the operation

and maintenance of the Facility.




 




3.0          COMPENSATION




For and in consideration

of the Licensee’s execution of the Construction Contract and for the payment of

$100,000, which is included in the Design/Build Contract Price Licensor

executed this License Agreement with Licensee.




 




4.0          TERM OF AGREEMENT




 




4.1          Term




This Agreement shall

commence on the date that the Facility operates for seven days as provided in

the Process Guarantee attached to the Construction Contract and continue for so

long as the plant shall exist to use the Licensor’s Technology.




 




4.2          Breach




Any party shall be in

default under this Agreement if said party otherwise fails to perform any of

its obligations under this Agreement. 

In the event a party is in default under this Agreement, the

nondefaulting party shall have such rights and remedies as may be available at

law or in equity, including the right of specific performance and injunctive

relief.




 




5.0          LIMITATION OF LIABILITY




In no event shall Licensor

be liable to Licensee (or any other party) for loss of profits or indirect,

incidental, special, consequential, or other similar damages arising out of any

breach of this Agreement or obligations under this Agreement.




 




6.0          INDEPENDENT CONTRACTOR




For the purpose of this

Agreement and all services to be provided hereunder, both parties shall be, and

shall be deemed to be, independent contractors and not agents or employees of

the other.  Neither party shall have

authority 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 the

provisions of this Agreement shall be held to be invalid, illegal or

unenforceable, such provision shall be enforced to the maximum extent possible

consistent with applicable law and the remaining provisions of this Agreement

shall remain in full force and effect.




 




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8.0          ASSIGNABILITY




This Agreement shall be

assignable by either party upon mutual written consent of the parties

hereto.  It is understood and agreed by

Licensee that the Licensing Agreement will need to be Assigned to a new owner

prior to the operation of the Facility by a new owner.  Neither party shall unreasonably withhold

consent to said transfer.




 




9.0          ENTIRE AGREEMENT




This instrument contains

the entire agreement between the parties hereto with respect to the subject

matter 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 provisions

herein contained, shall be valid unless made in writing and signed by a duly

authorized representative of each party.




 




11.0        GOVERNING LAW




The validity and

interpretation of this Agreement and the legal relations of the parties to it

shall be governed by the laws of the State of South Dakota, excepting that body

of law related to conflict of laws.




 




12.0.       CAPTIONS




The captions are provided

for convenience and are not to be used in construing this Agreement.




 




13.0        CONSTRUCTION




The parties agree that

they have participated equally in the formation of this Agreement and that the

language herein should not be presumptively construed against either of them.




 




14.0        CONFIDENTIALITY




The parties acknowledge

that Licensor will likely be providing confidential information to Licensee

during the term of this Agreement.  In

contemplation thereof, the parties have signed Exhibit 213-Confidentiality and

Non-disclosure Agreement which is hereby incorporated by reference into this

agreement.




 




15.0        DEFENSE OF THE TECHNOLOGY




The Licensor, in granting

the Licensee a license to said Licensor’s Technology as noted in this

Agreement, will defend the Licensee in matters pertaining to infringement of

Licensor’s Technology including patents, trademarks, copyrights, trade secrets,

or any other proprietary rights owned or controlled by third parties by reason

of Licensee’s manufacture, use, or sale of Ethanol or ethanol cogenerated

products through Licensor’s Technology. 

Licensee shall inform Licensor immediately upon receipt of notice of any

suit, actions, claim or claims relating to patents, trademarks, copyrights,

trade secrets, or other proprietary rights having any bearing on said

Licensor’s Technology.  Should it so

elect, Licensee, may, at its own expense, assume the control of and join the

Licensor in the defense of any such suit, actions, claim, or claims.  In the event that Licensor’s Technology is

found to infringe in any of the aforementioned instances, Licensor will pay any

costs to change the Technology or to bring the Licensee into compliance with

the holders of any proprietary rights.




 




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16.0        NOTICES




All notices hereunder

shall be effective if sent by first class mail, postage prepaid, and shall be

deemed given and received one business day after deposit with the post

office.  Supplemental to the delivery

methods 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 binding

notice.  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, THE

PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DATE AND YEAR FIRST ABOVE

WRITTEN.




 




	

  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


  	

   


  
								





 




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