Exhibit
10.1


ASSIGNMENT
AGREEMENT


This
Assignment Agreement (“Assignment”) is made as of the 30th day of June, 2006,
by and between JEFF BROIN, ROB BROIN, TODD BROIN, LOWELL BROIN and JUDY BROIN
(collectively the “Broins” or the “Broin Group”) by and through their duly
appointed attorney-in-fact, DAN LOVELAND, and LAKE AREA CORN PROCESSORS, LLC (“LACP”).


RECITALS:


WHEREAS,
the Broins and LACP constitute all of the members of a certain limited
liability company known as Dakota Ethanol, L.L.C. (the “Company”); and


WHEREAS,
the Broins and LACP entered into a certain Third Amended and Restated Member Control
Agreement (the “Control Agreement”) dated April 16, 2004, pertaining to
the operation and management of the Company; and


WHEREAS,
Section 9.4 of the Control Agreement provides for a right of first refusal in
the event that any member of the Broin Group wishes to transfer all or part of
his or her membership interests in the Company, said right of first refusal
passing first to other members of the Broin Group and then to LACP; and


WHEREAS,
the Broins collectively own 11.89768% and LACP owns 88.10232%, respectively, of
the membership interests in the Company;


WHEREAS,
the Broins received an offer from a third party for the purchase of their membership
interests; and


WHEREAS,
all members of the Broin Group desire to transfer all of their membership
interests in the Company, and have waived their rights of first refusal under
Section 9.4 of the Control Agreement; and


WHEREAS,
LACP has given written notice to the Broin Group of its intention to exercise
its right of first refusal to purchase all of the Broins’ membership interests
in the Company; and


WHEREAS,
the third-party offer proposed to purchase all of the Broins’ membership
interests for $17,116,000.00 plus 11.89768% of the estimated net income to be
allocated to the Company’s members with respect to the period from January 1,
2006, to the date of closing; and


WHEREAS,
the Company has advised its members that its net income through May 31,
2006, was $13,393,612.00, and the Broins and LACP have estimated that the
Company will achieve an additional net income for the month of June, 2006, of
approximately $4,284,143.00; and


WHEREAS,
the parties wish to consummate this transaction with an assignment of the Broins’
membership interests to LACP with an effective date of July 1, 2006;









 



NOW,
THEREFORE, the undersigned parties hereby agree as follows:


1.             Membership Interests to be
Assigned.  The membership interests
of the Company owned by the Broins are set forth on Exhibit “A” attached hereto
and made part hereof by this reference. 
The Broins hereby agree to assign all right, title, and interest in all
of their membership interests in the Company (“Membership Interests”) to LACP.


2.             Purchase Price.  The purchase price for the Membership
Interests shall be determined and paid as follows:


2.1           The price to be paid at closing shall
be $17,116,000 plus 11.89768% of the actual net income to be allocated to the
Company’s members with respect to the period from January 1, 2006, through May
31, 2006, and plus 11.89768% of the estimated net income to be allocated to the
Company’s members with respect to the period from June 1, 2006, to the date of
closing.  The actual net income with
respect to the period from January 1, 2006 to May 31, 2006 has been determined
using the reviewed financial statements for the first calendar quarter of 2006
(as contained in the Form 10-Q filed by LACP), and the Company prepared
financial information for the second calendar quarter of 2006.  Using such source materials, the parties have
stipulated that the total net income for such period was $13,393,612.00. Using
the Company prepared financial information for the second calendar quarter of
2006, the parties have stipulated that the total estimated net income from June
1, 2006, to the date of closing shall be $4,284,143.00.  The total amount due to the Broins as well as
the amount due to each of the Broins is set forth on Exhibit “A”.  The funds to be paid at closing shall be paid
by wire transfer on June 30, 2006, pursuant to instructions to be provided
by the Broins.


2.2           Within thirty (30) calendar days of
closing, the parties agree to adjust the purchase price to account for actual
net income (as determined from Dakota prepared financial information) for the
period from June 1, 2006, to the date of closing.  If the actual net income for said period
exceeded the estimated net income used for closing, then LACP shall pay to the
Broins the additional amounts that would have been paid if the actual net income
had been used at closing in lieu of the estimated net income.  If the actual net income for said period is
less than the estimated net income used for closing, then the Broins shall
return to LACP all amounts they received in excess of what they would have
received if the actual net income had been used at closing in lieu of the
estimated net income.


3.             Representations and Warranties
of LACP.  By executing this
Assignment, LACP represents and warrants to the Broins as follows:


3.1           LACP has full power and authority to
execute and deliver this Assignment and to perform its obligations under this
Assignment.  This Assignment constitutes
a valid and legally binding obligation of LACP, enforceable in accordance with
its terms and conditions;









 



3.2           Neither the execution and delivery of
this Assignment by LACP, nor the consummation of the transaction by LACP, as
contemplated hereby, will (i) violate any statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge or other restriction of any
government, governmental agency or court to which LACP is subject; or (ii)
conflict with, result in a breach of, constitute a default under, result in the
acceleration of, create in any person the right to accelerate, terminate,
modify, or cancel, or requirement any notice under any agreement, contract,
lease, license, instrument, or other arrangement to which LACP is a party or by
which it is legally bound.  LACP does not
need to give any notice to, make any filing with, or obtain any other
authorization, consent, or approval of any government or governmental agency,
in order to consummate the transactions contemplated by this Assignment.


3.3           LACP has no liability or obligation
to pay any fees or commissions to any brokers, finder, or agent with respect to
the transaction contemplated by this Assignment.  LACP shall indemnify the Broins for any
liability or obligation to the broker, finder, or agent claiming to act on
behalf of LACP with regard to this transaction.


3.4           LACP understands that the sole
purpose of the Company is to own and operate ethanol production facilities for
the production and marketing of ethanol and ethanol related products, and any
other business or activity that may be necessary or appropriate to accomplish
the foregoing purpose.


3.5           LACP has carefully reviewed the
Articles of Organization, the Control Agreement, and other governing documents
of the Company and understands that the Membership Interests will be governed
by such documents and agree to be bound by the terms of such documents.


3.6           LACP has completed its due diligence
investigation of the Company.  LACP has
been given full and complete access to information, financial or otherwise,
regarding the Company and the ethanol production facility, and have utilized
such access to its satisfaction and has obtained any other relevant information
it has sought.  LACP has been given the
opportunity to ask questions of, and receive answers from, the Broins and
authorized representatives of the Company concerning the Company, the terms and
conditions of this investment, and other matters pertaining to this
purchase.  In making the decisions to
purchase the Membership Interests, LACP has relied solely upon independent
investigations.  LACP is not relying on
the Broins, the Company, or any representative of the Company or the Broins
with respect to the risk factors and other tax, business, and economic
considerations involved in this purchase.


3.7           In conducting its due diligence
investigation of the Company, LACP understands that the information provided to
it may have contained forward-looking statements involving future business,
future performance, future options, and anticipated conditions and
operations.  LACP understands that
forward-looking statements involve numerous assumptions, risks, and uncertainties,
and that the actual results in business or other conditions may differ
materially from those contemplated by any forward-looking statements.  LACP understands that the Broins and the
Company cannot guaranty future 









 



results or performance, or what future business
conditions will be like, and have not placed undue reliance on any
forward-looking statements, particularly forecasted financial statements that
speak only as of the date thereof.


3.8           LACP understands the high risk of
this purchase and the financial hazard involved, including tax risks, the risk
of loss of its entire investment, and the lack of liquidity of its
investment.  LACP understands that (i)
the transferability of the membership interest is restricted by the Control
Agreement and by federal and state law; (ii) there will be no public market for
the Membership Interests; and (iii) it may not be possible for seller to
dispose of the Membership Interests.


3.9           LACP is an accredited investor and is
actively involved in the ethanol industry. 
As a result, LACP has sufficient knowledge and experience in the ethanol
industry and other financial and business matters to be capable in evaluating
the merits and risks of purchasing the Membership Interests.


3.10         To the extent LACP has been provided
with forecasted financial information, LACP understands that the operating
results contemplated by such forecasts are based upon certain assumptions and
events with respect to which the Company will have no control.  LACP understands that because of the business
risks inherent in an investment of this nature, no assurance or warranty is
made, nor could be made, that the actual amount of future income or loss of the
Company will be the amount indicated in such forecasts.


3.11         LACP has adequate funds to purchase the
Membership Interests.  LACP’s purchase of
the Membership Interests in made from current funds.  LACP is able to bear at the economic risks of
this purchase, including a total loss of the purchase price.  LACP has adequate means of providing for its
current needs and contingencies, has no need for liquidity in the Membership
Interests, and has no reason to anticipate any circumstances, financial or
otherwise, that might cause or require any sale or distribution of the Membership
Interests.


3.12         LACP understands that no federal or
state agency has passed upon the Membership Interests or made any findings or
determinations as to the fairness of a purchase of the Membership Interests.  LACP understands and acknowledges that the Membership
Interests have not been registered under the Securities Act of 1933 or under
state securities laws and that the opportunity to purchase the Membership
Interests is being made to it pursuant to exemptions from registration which
may depend upon its investment intention. 
LACP acknowledges that the Company is not required to recognize any
transfer of the Membership Interests if, in the opinion of counsel, such
transfer would result in the violation of any federal or state law, rule, or
regulation regarding the offering or sale of securities.


3.13         LACP will indemnify and hold harmless
the Broins and the Company against any and all loss, liability, claim, damage,
and expense whatsoever, including reasonable attorney’s fees, arising out of,
relating to, or based upon any false 









 



representation or warranty, or any breach by LACP of
any term or condition contained in this Assignment.


4.             Representations and Warranty of
the Broins.  By executing this
Assignment, each of the Broins represents and warrants to LACP as follows:


4.1           They understand that their status as
members of the Company will terminate as of June 30, 2006, it being the intent
of the Broins that LACP become their substitute member;


4.2           They understand that they will be
entitled to no further distributions from the Company after June 30, 2006;


4.3           The Broins understand that the
Company will allocate to them taxable income of the Company based upon their
holdings in the Membership Interests through June 30, 2006;


4.4           The Broins are aware of no necessary
prior consents to the assignment of the Membership Interests by any lender or
regulatory authority.


4.5           The Broins have full power and
authority to execute and deliver this Assignment and to perform their
obligations under this Assignment.  This
Assignment constitutes a valid and legally binding obligation of the Broins,
enforceable in accordance with its terms and conditions.


4.6           Neither the execution and delivery of
this Assignment by the Broins, nor the consummation by the Broins of the
transaction contemplated hereby, will (i) violate any statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any government, governmental agency, or court to which the Broins are
subject, or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any person the right to
accelerate, terminate, modify, or cancel, or require any notice under any
material agreement, contract, lease, license, instrument, or other arrangement
to which the Broins are a party, or by which they are bound or which any of
their assets are subject.  The Broins do
not need to give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency in
order to consummate the transaction contemplated by this Assignment.


4.7           The Broins have no liability to pay
for any fees or commissions to any broker, finder, or agent with respect to the
transaction contemplated by this Assignment. 
The Broins shall indemnify LACP for any liability or obligation to any
broker, finder, or agent claiming to act on behalf of the Broins.


4.8           As of the closing date, the Broins
will have good and marketable title to the Membership Interests, free and clear
of all restrictions on transfer and security interests, liens, or encumbrances,
other than restrictions imposed by applicable state and 









 



federal securities laws.  As of the closing date, the Broins will have
complete and unrestricted power to sell, convey, assign, transfer, and deliver
the Membership Interests to LACP.  Upon
delivery of the Membership Interests to LACP at closing, the Broins will have
good, valid, and marketable title to the Membership Interests, subject to any
restrictions imposed by applicable state and federal securities laws.


4.9           The Broins will indemnify and hold
harmless LACP against any and all loss, liability, claim, damage, and expense
whatsoever, including reasonable attorneys’ fees, arising out of, relating to
or based upon any false representation or warranty, or any breach by the Broins
of any term or condition contained in this Assignment.


5.             Acceptance of Interests.   LACP hereby accepts the assignment from the
Broins of the Membership Interests in accordance with the terms contemplated
herein.  Such Assignment shall be
effective as of 12:01 a.m. on July 1, 2006. 
By copy of this Assignment, the Broins and LACP request the Company to
effect such assignments as necessary to terminate the ownership rights of the Broins
in the Membership Interests and admit LACP as their successor in interest.  The parties hereby also request the Company
to account for the change in ownership of the Membership Interests by effecting
a short tax year, rather than a proration of the income to be allocated to the
Broins and LACP on the basis of their respective holding periods during
2006.  The parties further request the
Company to record in the required records the assignments of Membership
Interests set forth in this Assignment.   


6.             Miscellaneous Provisions.


6.1           This
Assignment contains the entire agreement of the parties and there are no
representations, covenants or other agreements except as stated or referred to
herein.  This Assignment shall not be
modified, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is sought.


6.2           Any
notice, demand or other communication which may be required shall be
sufficiently given if written, printed or electronic notice is delivered
personally, by mail or by e-mail to the parties at the following addresses:




	
  If to Broins or Broin Enterprises:

  	
   

  	
  Jeff Broin

  	
   

  
	
   

  	
   

  	
  2209 East 57th Street North

  	
   

  
	
   

  	
   

  	
  Sioux Falls, SD
  57104

  	
   

  
	
   

  	
   

  	
  Jeff.broin@broin.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a Copy to:

  	
   

  	
  Greg Starnes

  	
   

  
	
   

  	
   

  	
  Woods Fuller
  Shultz and Smith

  	
   

  
	
   

  	
   

  	
  PO Box 5027

  	
   

  
	
   

  	
   

  	
  300 S. Phillips
  Ave, Suite 300

  	
   

  
	
   

  	
   

  	
  Sioux Falls, SD
  57117

  	
   

  
	
   

  	
   

  	
  gstarnes@wfss.com

  	
   

  






 









 



 




	
  If to LACP:

  	
   

  	
  Douglas L. Van
  Duyn, CEO

  	
   

  
	
   

  	
   

  	
  P.O. Box 1000

  	
   

  
	
   

  	
   

  	
  Wentworth, SD
  57075

  	
   

  
	
   

  	
   

  	
  vanduyn@svtv.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  With
  a Copy to:

  	
   

  	
  Valerie Bandstra

  	
   

  
	
   

  	
   

  	
  BrownWinick

  	
   

  
	
   

  	
   

  	
  666 Grand Ave.,
  Ste. 2000

  	
   

  
	
   

  	
   

  	
  Des Moines, IA
  50309-2510

  	
   

  
	
   

  	
   

  	
  Bandstra@ialawyers.com

  	
   

  






 


6.3           This Assignment is not transferable or
assignable.  Except as otherwise provided
herein, this Assignment shall be binding upon and inure to the benefit of the
parties and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. 
If more than one person is signing this Assignment, the obligations of
each shall be joint and several and the agreements, representations, warranties
and acknowledgments contained in this Assignment shall be deemed to be made by
and be binding upon each such person and their respective heirs, personal
representatives and successors.


6.4           All pronouns contained herein and any
variations thereof shall be deemed to refer to the masculine, feminine or
neutral, singular or plural, as the identity of the parties may require.


6.5           All
references to Sections and Exhibits refer to Sections and Exhibits of this
Assignment.  In the event that any term,
condition or provision of this Assignment is held to be invalid by any court of
competent jurisdiction, such holding or holdings shall not invalidate or make
unenforceable any other term, condition or provision of this Assignment.  The remaining terms, conditions and
provisions shall be fully severable and the remaining terms, conditions and
provisions shall be construed and enforced as if such term, condition or
provision held invalid had never been inserted in this Assignment
initially.  Provided, however, the
severability of a term, condition or provision held invalid and the enforcement
of the remaining terms, conditions and provisions pursuant to this Section
shall not operate to deprive any party of the substantial benefit of the
bargain set forth in this Assignment.


6.6.          The parties agree to execute all such
further documents, consistent with the terms of this Assignment, reasonably
necessary or appropriate to consummate the transactions contemplated by this
Assignment.


6.7.          This Assignment may be executed in one
or more counterparts, each of which shall be considered an original document,
but all of which shall be considered one and the same agreement and shall
become binding when one or more counterparts have been signed by each of the
parties.  This Assignment may be
delivered by electronic image transmission to a party at its address for
notices provided herein.









 



IN WITNESS WHEREOF, each of the undersigned has
executed this Assignment, in one or more counterparts, effective the date first
set forth above.


	
  

  	
  LAKE AREA CORN PROCESSORS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/Douglas L. Van Duyn

  
	
   

  	
   

  	
  Douglas L. Van Duyn, CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Dan Loveland

  
	
   

  	
  Jeff Broin, by Dan Loveland as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Dan Loveland

  
	
   

  	
  Rob Broin, by Dan Loveland as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Dan Loveland

  
	
   

  	
  Todd Broin, by Dan Loveland as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Dan Loveland

  
	
   

  	
  Lowell Broin, by Dan Loveland as Attorney-in-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/Dan Loveland

  
	
   

  	
  Judy Broin, by Dan Loveland as Attorney-in-Fact

  



 









 



 


CONSENT BY DAKOTA ETHANOL, L.L.C.


Dakota Ethanol, L.L.C., acknowledges receipt of this
Assignment Agreement and agrees that, as of July 1, 2006, the Broins shall
cease to be owners of any Membership Interests in Dakota Ethanol, L.L.C., and
that LACP shall be admitted as its successor in interest.  Dakota Ethanol, L.L.C., also agrees that it
will take the steps necessary to enter the change in its records, and that it
will account for the change in ownership by effecting a short tax year.


	
  

  	
  DAKOTA ETHANOL, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Ronald C. Alverson

  
	
   

  	
   

  	
  Ronald C. Alverson, Vice Chairman