**EXHIBIT 10.44****DISTILLER’S GRAIN MARKETING AGREEMENT**          THIS DISTILLER’S GRAIN MARKETING AGREEMENT (the “Agreement”), is entered into effective as ofMarch 10, 2008, by and between Red Trail Energy, LLC, a North Dakota limited liability company(“Seller”) and CHS Inc., a Minnesota cooperative corporation (“Buyer”),**WITNESSETH:**          WHEREAS, Seller desires to sell and Buyer desires to purchase the distiller’s dried grainswith solubles (“DDGS”) (hereinafter DDGS are referred to as the “Products”) output from theethanol production plant that Seller owns and operates in Richardton; North Dakota          WHEREAS, Seller and Buyer wish to agree in advance of the sale and purchase of the Productsto the price formula, payment, delivery and other terms thereof in consideration of the mutuallypromised performance of the other.          NOW, THEREFORE, in consideration of the promises and the mutual covenants and conditionsherein contained, and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged by both parties, it is hereby agreed:     1.BUYER PERFORMANCE. Buyer agrees to perform the services that it providesfor Seller in a professional and competent manner.     2. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees topurchase from Seller the entire bulk feed grade DDGS output from Seller’s plant located atRichardton, North Dakota (the “Plant”), subject to all terms and conditions set forth inthis Agreement, Buyer shall label all of Seller’s Products that are marketed or sold byBuyer hereunder, and shall register all labels with the states where such Products aresold.     3. TRADE RULES. All purchases and sales made hereunder shall he governed bythe Feed Trade Rules of the National Grain and Feed Association unless otherwise specifiedin this Agreement. Said Feed Trade Rules, a copy of which areappended hereto as Exhibit A, shall, to the extent applicable and as amended from time to time, be a part of thisAgreement as if fully set forth herein.     4. TERM. The initial term of this Agreement shall be for six months commencingas of April 1, 2008 (the “Effective Date”). Unless earlier terminated in accordance withthis Agreement, this Agreement shall be automatically renewed for successive six month termsthereafter unless either party gives written notice to the other party of its election notto renew not later than thirty (30) days prior to the expiration of the then current term.Each party hereto agrees that it shall be bound by specific commitments made to the otherparty for the purchase or sale of Products entered into prior to termination or non-renewalof this Agreement, regardless of whether the actual purchase or sale occurs before or aftertermination or non-renewal of this Agreement. In
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no event, however, shall the preceding sentence require a party to purchase or sell Productsfollowing an Event of Default (defined in Section 12) by theother party.5.DELIVERY AND TITLE.     A*.*The place of delivery for all the Products sold pursuant to this Agreementshall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant ina manner and at all times reasonably necessary and convenient for Seller and for Buyerto take delivery as provided herein. Buyer shall schedule the loading and shipping ofall outbound Products purchased hereunder which are shipped by truck or rail. All laborand equipment necessary to load trucks or rail cars shall be supplied by Seller withoutcharge to Buyer. Seller agrees to handle the Products in a good and workmanlike mannerin accordance with Buyer’s reasonable requirements and in accordance with normalindustry practice. Seller shall maintain the truck and rail loading facilities in safeoperating condition and in accordance with normal industry standards.     B. Seller further warrants that storage space for not less than five (5) daysproduction of DDGS shall be reserved for Buyer’s use at the Plant and shall becontinuously available for storage of DDGS purchased by Buyer hereunder at no charge toBuyer. Seller shall also make available the necessary storage for Solubles which isadequate for Buyer to market such products. Seller shall be responsible at all times forthe quantity, quality and condition of any of the Products in storage at the Plant. Sellershall not be responsible for the quantity, quality and condition of any of the Productsstored by Buyer at locations other than the Plant.     C. Buyer shall give to Seller a schedule of quantities of the Products to be removedby truck and rail with sufficient advance notice to reasonably allow Seller to provide therequired services. Seller shall provide the labor, equipment and facilities necessary tomeet Buyer’s loading schedule and, except for any consequential or indirect damages, shallbe responsible for Buyer’s actual costs or damages resulting from Seller’s failure to doso. Except as otherwise set forth herein, Buyer shall order and supply trucks and railcars as scheduled for truck and rail shipments. All freight charges shall be theresponsibility of Buyer and shall be billed directly to Buyer.     D. Buyer shall provide loading orders as necessary to permit Seller to maintainSeller’s usual production schedule; provided, however, that Buyer shall not be responsiblefor failure to schedule removal of the Products unless Seller shallhave provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendarmonth during fee term hereof, Seller shall provide to Buyer a tentative schedule forproduction in the next calendar month. Seller shall inform Buyer daily of inventory andproduction
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status. For purposes of this paragraph, notification will be sufficient if made by e-mail orfacsimile as follows:     Ifto Buyer, to the attention of Steve Markham, Facsimilenumber (651-355-6270) or emailto STEVE.MARKHAM@CHS INC.COM, and     Ifto Seller, to the attention of MICK MILLER, Facsimilenumber 701-974-3309 or email to MICK@REDTRAILENERGY.COM     Or to such other representatives of Buyer and Seller as they may designate to the other inwriting.     E. Title, risk of loss and full shipping responsibility shall pass to Buyer uponloading the Products into trucks or rail cars.6. PRICE AND PAYMENT     A. Buyer agrees to pay Seller as follows: for all DDGS removed by Buyer from the Plant aprice equal to ninety eight percent (98%) of the FOB Plant price (defined below) actually receivedby Buyer from its customers. Buyer shall retain the balance of the FOB Plant price received byBuyer from its customers (2% in the case of DDGS) as its fee for services provided under thisAgreement. In no event shall the fee for DDGS be less than $1.50 per ton, nor more than $2.15 perper ton. For purposes of this provision, the “FOB Plant price” shall be the actual sale pricereceived by Buyer from its customers, less all customary freight costs incurred by Buyer indelivering the Product to its customer. Buyer will use best efforts to minimize freight cost.     B. Buyer agrees that it shall not sell Product for delivery more than ninety (90) days fromthe date of entering into a sale without the prior consent of Seller, Buyer agrees to usecommercially reasonable efforts to achieve the highest sale price available under prevailing marketconditions. Seller’s sole and exclusive remedy for breach of Buyer’s obligations hereunder shallbe to terminate this Agreement. Buyer shall collect all applicable state tonnage taxes on Productssold by Buyer and shall remit to the appropriate governmental agency.     C. Within ten (10) days following receipt of certified weight certificates, whichcertificates shall be presented to Buyer each Thursday for all shipments during the preceding week,Buyer shall pay Seller the full price, determined pursuant toparagraph 6A above, for allproperly documented shipments. Buyer shall submit to Seller a certificate with each such paymentshowing in reasonable detail the price invoiced by Buyer to the third-party buyer, freight andcommission on all Products for which payment is being made. Buyer agrees to maintain accurate salesrecords and to provide such records to Seller upon request. Seller shall have the option to auditBuyer’s sales invoices at any time during normal business hours and during the term of thisAgreement. Any discrepancy discovered will be paid by Buyer and shall be calculated with accrued
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interest from the original due date at a rate equal to the Prime Commercial LendingRate as reported in the Wall Street Journal.*7.*QUANTITY AND WEIGHTS.     A. It is understood that the output of the Products shall be determined bySeller’s production schedule and that no warranty or representation has been madeby Seller as to the exact quantities of Products to be sold pursuant to thisAgreement.     B. The quantity of Products delivered to Buyer from Seller’s Plant shall beestablished by weight certificates obtained from the scale at the Plant which iscertified as of the time of weighing and which complies with all applicable laws,rules and regulations or in the event that the scale at the Plant is inoperablethen at other scales which are certified as of the time of weighingand which comply with all applicable laws, rules and regulations. The outbound weightcertificates shall be determinative of the quantity of the Products for whichBuyer is obligated to pay pursuant to Section 6.8.QUALITY.     A. Seller understands that Buyer intends to sell the Productspurchased from Seller as a primary animal feed ingredient and that said Productsare subject to minimum quality standards for such use. Seller agrees andwarrants that the Products produced at its plant and delivered to Buyer shall beaccepted in the feed trade under current industry standards.     B. Seller warrants that all Products, unless the parties agree otherwise,sold to Buyer hereunder shall, at the time of delivery to Buyer, conform to thefollowing minimum quality standard:                       Protein   Fat   Fiber   Moisture   Ash    Min Max Min Max Min Max Min Max Min MaxDDGS 25   10     15   12   6                     Solubles                                   The standard for DDGS will be determined on an as is basis rather than adry weight basis. From time to time with written consent of buyer and sellerminimum quality standards can be changed to better reflect sellers productquality.     C. Payment of invoice does not waive Buyer’s rights if Products do notcomply with terms or specifications of this Agreement. Unless otherwise agreedbetween the parties to this Agreement, and in addition to other remediespermitted by law, the Buyer may, without obligation to pay, reject either beforeor after delivery, any of the Products which when inspected or used fail in amaterial way to conform to this Agreement. Should any of the Products be
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seized or condemned by any federal or state department or agency for any reason exceptnoncompliance by Buyer with applicable federal or state requirements, such seizure orcondemnation shall operate as a rejection by Buyer of the Products seized or condemned and Buyershall not be obligated, to offer any defense in connection with the seizure or condemnation.When rejection occurs before or after delivery, at its option, Buyer may:          (1) Dispose of the rejected Products after first offering Seller a reasonable opportunity ofexamining and taking possession thereof, if the condition of the Products reasonably appears toBuyer to permit such delay in making disposition; or          (2) Dispose of the rejected Products in any manner directed by Seller which Buyer canaccomplish without violation of applicable laws, rules, regulations or property rights; or          (3) If Buyer has no available means of disposal of rejected Products and Seller fails todirect Buyer to dispose of it as provided herein, Buyer may return the rejected Products toSeller, upon which event Buyer’s obligations with respect to said rejected Products shall be deemedfulfilled. Title and risk of loss shall pass to Seller promptly upon rejection by Buyer.          (4) Seller shall reimburse Buyer for all costs reasonably incurred by Buyer in storing,transporting, returning and disposing of the rejected Products. Buyer shall have no obligation topay Seller for rejected Products and may deduct reasonable costs and expenses to be reimbursed bySeller from amounts otherwise owed by Buyer to Seller.          (5) If Seller produces Products which comply with the warranty in Section C but which do notmeet applicable industry standards, Buyer agrees to purchase such Products for resale but makes norepresentation or warranty as to the price at which such Products can be sold. If the Productsdeviate so severely from industry standards as to be unsellable, then it shall be disposed of inthe manner provided for rejected Products in Section C.     D. If Seller knows or reasonably suspects that any of the Products produced at its Plantare adulterated or misbranded, or outside of industry quality standards, Seller shall promptly sonotify Buyer so that such Products can be tested before entering interstate commerce. If Buyerknows or reasonably suspects that any of the Products produced by Seller at its Plant areadulterated, misbranded or outside of industry quality standards, then Buyer may obtainindependent laboratory tests of the affected Products. If such Products are tested and found tocomply with all warranties made by Seller herein, then Buyer shall pay all testing costs; and ifthe Products are found not to comply with such warranties, Seller will pay all testing costs.
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     9. RETENTION OF SAMPLES. Seller will take an origin sample of Products from eachtruck and rail car before it leaves the Plant using standard sampling methodology. Seller willlabel these samples to indicate the date of shipment and the truck or railcar number involved.Seller will retain the samples and labeling information for no less than one (1) year.     10. INSURANCE.     A.Seller warrants to Buyer that all employees engaged in the removal of theProducts from Seller’s Plant shall be covered as required by law by worker’s compensationinsurance.     B. Seller agrees to maintain throughout every term of this Agreement comprehensivegeneral liability insurance, including product liability coverage, with combined singlelimits of not less than $2,000,000. These limits can also be attained through the use ofan excess or umbrella policy. Seller’s policies of comprehensive general liabilityinsurance shall be endorsed to require Seller’s insurer endeavor to provide at leastthirty (30) days’ advance notice to Buyer prior to the effective date of any decrease inor cancellation of coverage. Seller shall cause Buyer to be named as an additionalinsured on Seller’s insurance policy and shall provide a certificate of insurance toBuyer to establish the coverage maintained by Seller not later than fourteen (14) daysprior to completion and start-up of production of the Plant.     C.Buyer agrees to maintain throughout every term of this Agreement comprehensivegeneral liability insurance with combined single limits of not less than $2,000,000.These limits can also be attained through the use of an excess or umbrella policy.Buyer’s policies of comprehensive general liability insurance shall be endorsed torequire Buyer’s insurer to endeavor to provide at least thirty (30) days’ advance noticeto Seller prior to the effective date of any decrease in or cancellation of coverage.Buyer shall cause Seller to be named as an additional insured on Buyer’s insurance policyand shall provide a certificate of insurance to Seller to establish the coveragemaintained by Buyer not later than fourteen (14) days prior to completion and start-up ofproduction of the Plant.     D. Buyer agrees to carry automobile liability insurance on Buyer owned, non-ownedand hired vehicles operating on Seller’s property with minimum limits of liability of$5,000,000 combined single limit for each occurrence, listing Seller, itsemployees, agents and representatives, as additional insured, and providing themwith a waiver of subrogation. These limits can also be attained through the use of anexcess or umbrella policy. Upon request, Buyer shall provide certificates of insuranceto Seller to establish the
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coverage maintained by Buyer. Buyer will monitor and require proper trucking authorityand insurance certificates for freight contracted by Buyer.     E. Notwithstanding the foregoing, nothing herein shall be construed to constitute awaiver by either party of claims, causes of action or other rights which either partymay have or hereafter acquire against the other for damage or injury to its agents,employees, invitees, property, equipment or inventory, or third party claims against theother for damage or injury to other persons or the property of others.11. REPRESENTATIONS AND WARRANTIES.     A. Seller represents and warrants that all of the Products delivered to Buyer shallnot be adulterated or misbranded within the meaning of the Federal Food, Drug andCosmetic Act (the “Act”) and may lawfully be introduced into interstate commerce pursuantto the provisions of the Act. Seller further warrants that the Products shall fullycomply with any applicable state laws governing quality, naming and labeling of product.Payment of invoice shall not constitute a waiver by Buyer of Buyer’s rights as toProducts which do not comply with this Agreement or with applicable laws and regulations.Seller covenants that the Products will be merchantable as of the time they loaded intorailcars pursuant to this Agreement.     B. Seller represents and warrants that the Products delivered to Buyer shall be freeand dear of liens and encumbrances.     12. EVENTS OF DEFAULT. The occurrence of any of the following shall be an event ofdefault (“Event of Default”) under this Agreement: (1) failure of either party to make payment tothe other when due; (2) default by either party in the performance of the covenants and agreementsset forth in this Agreement; and (3) if either party shall become insolvent, or make a generalassignment for the benefit of creditors or to an agent authorized to liquidate any substantialamount of its assets, or be adjudicated bankrupt, or file a petition in bankruptcy, or apply to acourt for the appointment of a receiver for any of its assets or properties with or withoutconsent, and such receiver shall not be discharged within sixty(60) days following appointment.     13. REMEDIES. Upon the happening of an Event of Default, the parties hereto shallhave all remedies available under applicable law with respect to an Event of Default by the otherparty. Without limiting the foregoing, the parties shall have the following remedies whether inaddition to or as one of the remedies otherwise available to them; (1) to declare all amounts owedimmediately due and payable; and (2) immediately to terminate this Agreement effective upon receiptby the party in default of the notice of termination, provided, however, the parties shall beallowed, ten (10) days from the date of receipt of notice of default to cure any default.Notwithstanding any other provision of this Agreement either party may offset against amountsotherwise owed to the other party.
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     14. FORCE MAJEURE. Neither Seller nor Buyer will be liable to the other for anyfailure or delay in the performance of any obligation under this Agreement due to events beyond itsreasonable control, including, but not limited to, fire, storm, hurricane, tornado, flood,earthquake, explosion, act of the public enemy, riots, civil disorders, sabotage, strikes,lockouts, labor disputes, labor shortages, war stoppages (all strikes, lockouts, labor disputes,labor shortages, or shutdowns shall be of a regional or national character), or slowdowns initiatedby labor, transportation embargoes, failure or shortage of materials, acts of God, or acts orregulations or priorities of the federal, state or local government or branches or agenciesthereof. Notwithstanding the foregoing, a party shall not be entitled to claim relief under thisSection. 14, unless such party provides written notice of such force majeure event within five (5)days of the first occurrence.     15.INDEMNIFICATION.     A. Seller shall indemnify, defend and hold Buyer and its officers, directors,employees and agents harmless, from any and all losses, liabilities, damages, expenses(including reasonable attorneys’ fees), costs, claims, demands, that Buyer or itsofficers, directors, employees or agents may suffer, sustain or become subject to, as aresult of (i) any misrepresentation or breach of warranty, covenant or agreement ofSeller contained herein (including, without limitation, Seller’s failure to perform itsobligations under Section 19.J. of this Agreement), or (ii) the Seller’s negligence orwillful misconduct.     B. Buyer shall indemnify, defend and hold Seller and its officer, directors,employees and agents harmless, from any and all losses, liabilities, damages, expenses(including reasonable attorneys’ fees), costs, claims, demands, that Seller orits officers, directors, employees or agents may suffer, sustain or become subject to, asa result of (i) any misrepresentation or breach of warranty, covenant or agreement ofBuyer contained herein or (ii) the Buyer’s negligence orwillful misconduct.     C.Where such personal injury, death or loss of or damage to property is the resultof negligence on the part of both Seller and Buyer, each party’s duty of indemnificationshall be in proportion to the percentage of that party’s negligence or fault.     D. Seller acknowledges that in order to maximize the total revenue to be generatedthrough the sale of the Products, Buyer may take positions by selling the Products inanticipation of Seller providing the Products. Notwithstanding the fact that Seller’sobligation is to provide Buyer with the output of the Plant, the parties acknowledge thatBuyer may suffer losses as a result of positions taken by Buyer if Seller discontinuesoperations for any reason whatsoever including Force Majeure. Therefore, Seller shallindemnify, defend and hold Buyer and its officers, directors, employees and agentsharmless from any and all losses, liabilities, damages, expenses (including reasonableattorney’s fees), costs, claims, demands that Buyer or its officers,
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directors, employees, or agents may suffer, sustain or become subject to as a result ofany sale or purchase of product taken by Buyer in anticipation of Seller delivering theProducts hereunder, provided Buyer has taken commercially reasonable steps to avoid theloss. Seller shall not be liable for any loss resulting from Seller discontinuingoperations related to a position taken by Buyer for delivery more than ninety (90) daysfrom the date of entering into a sale without the consent of Seller.The indemnification in this Section 15 shall survive the termination of thisAgreement.     16. GOVERNMENTAL ACTION. The parties recognize that the value of the Products couldchange as a result of various governmental programs, be they foreign or domestic. In the eventthat a significant value change of the Products as a result of any such governmental program, theBuyer may request re-negotiation of the contract price for the Products by providing writtennotice to the Seller. The Buyer shall be required to demonstrate that the value of the Productshas significantly changed in the market. Should such a change take place, the parties agree tonegotiate, in good faith, a revised sale price for the Products. If, after a good faith effort,the parties are unable to agree on a new price within the ninety (90) day period immediatelyfollowing notice to the other party, then in such event and notwithstanding the other provisionshereof, the Buyer may terminate this Agreement upon ninety (90) days’ prior written notice.     17. RELATIONSHIP OF PARTIES. This Agreement creates no relationship other than thatof buyer and seller between the parties hereto. Specifically, there is no agency, partnership,joint venture or other joint or mutual enterprise or undertaking created hereby. Nothing containedin this Agreement authorizes one party to act for or on behalf of the other and neither party isentitled to commissions from the other.     18. MISCELLANEOUS.     A. This writing is intended by the parties as a final expression of their agreementand a complete and exclusive statement of the terms thereof.     B. No course of prior dealings between the parties and no usage of trade, exceptwhere expressly incorporated by reference, shall be relevant or admissible to supplement,explain, or vary any of the terms of this Agreement.     C. Acceptance of, or acquiescence in, a course of performancerendered under this or any prior agreement shall not be relevant or admissible todetermine the meaning of this Agreement even though the accepting or acquiescing partyhas knowledge of the nature or the performance and an opportunity to make objection.
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     D. No representations, understandings or agreements have been made or reliedupon in the making of this Agreement other than as specifically set forth herein.     E. This Agreement can only be modified by a writing signed by all of the partiesor their duly authorized agents.     F. The paragraph headings herein are for reference purposes only and shall notin any way affect the meaning or interpretation of this Agreement.     G. This Agreement shall be construed and performed in accordance with the lawsof the State of Minnesota.     H. The respective rights, obligations and liabilities of the parties under thisAgreement are not assignable or delegable without the prior written consent of theother party.     I. Notice shall be deemed to have been given to the party to whom it isaddressed ninety-six (96) hours after it is deposited in certified U.S. mail,postage prepaid, return receipt requested, addressed as follows:       Buyer: CHS Inc.    5500 Cenex Drive    Inver Grove Heights, MN. 55077    ATTN: Steve J. Markham       Seller: RED TRAIL ENERGY, LLC    5682 HIGHWAY 8 SOUTH    RICHARDTON, ND 58652    ATTN: MICK MILLER
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          IN WITNESS THEREOF, the parties have caused this Agreement to be executed the day and yearfirst above written.         CHS Inc.           By: /s/ Steve Markham            Name: Steve Markham            Its: Merchant           Red Trail Energy,LLC           By: /s/ Mick J. Miller           Name: MICK J. MILLER            Its: PRESIDENT  
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