Corn Germ Marketing Agreement

Material has been omitted pursuant to request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.



C ORN GERM MARKETING AGREEMENT



THIS CORN GERM ("CG") MARKETING AGREEMENT (the "Agreement") is made and entered into as of the 7 th day of July, 2005, by and between QUALITY TECHNOLOGY INTERNATIONAL, INC. ("QTI" ) and BADGER STATE ETHANOL, LLC ("BSE"), collectively referred to hereinafter as "Parties" or individually as a "Party".



R E C I T A L S



WHEREAS, QTI markets CG under its brand name Solaris e4 , produced by suppliers including but not limited to BSE;



WHEREAS, BSE produces CG in Monroe, Wisconsin; and



WHEREAS, BSE and QTI desire to have the terms of this agreement conform to the National Grain and Feed Association ("NGFA") Feed Trade Rules that are currently in effect and as amended from time to time, and



WHEREAS, QTI desires to market BSE92s CG along with CG from other third Parties ("QTI CG Marketing Program") to improve the efficiencies of marketing and distribution of CG as more fully detailed in this agreement; and



WHEREAS, QTI may choose to market CG produced by third Parties in the future as more fully set forth in this and like agreements.



NOW, THEREFORE, in consideration of the foregoing, the mutual promises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, QTI and BSE agree as follows:



A G R E E M E N T



1. PURCHASE AND MARKETING. BSE hereby engages QTI to purchase and market, and QTI hereby agrees to purchase and market, 100% of BSE92s production and output of CG from its initial 50,000,000 gallon per year ethanol nameplate capacity plant located in Monroe, Wisconsin subject to the terms of this agreement. BSE agrees to sell 100% of BSE92s production to QTI and agrees that QTI will be the exclusive purchaser and marketer of that CG output.



2. TERM OF THIS AGREEMENT. This Agreement will be effective upon the date set forth above and have an initial term ending 5 years after the date of first commercial production, estimated to be January 2006.



3. TERMINATION. This Agreement may be terminated under the circumstances set out below.








3.1 Termination for Intentional Misconduct. If either party engages in intentional misconduct reasonably likely to result in significant adverse consequences to the other Party, the Party harmed or likely to be harmed by the intentional misconduct may terminate this Agreement immediately, upon written notice to the party engaging in the intentional misconduct.



3.2 Termination for an Uncured Breach. If one of the parties breaches the terms of this Agreement, the other party may give the breaching party notice in writing which specifically sets out the nature and extent of the breach, and the steps that must be taken to cure the breach. After receiving the written notice, the breaching party will then have five (5) days to cure the breach, if the breach does not involve a failure to make any payments, which are required by this Agreement.



3.3 Termination by Mutual Written Agreement. This Agreement may also be terminated upon any terms and under any conditions, which are mutually agreed upon in writing by the parties.



4. PAYMENT . QTI shall pay BSE for its CG in accordance with the formula set forth in Exhibit A.



5. PAYMENT DATES . QTI shall pay BSE for the CG invoiced by QTI twenty (20) days after price is established. This Payment shall be made through Automatic Check-Clearing House, commonly known as the ACH system (or other payment method acceptable to each party), for immediately available funds.



6. COSTS. BSE92s CG will be loaded FOB, sellers place of business, Monroe Wisconsin and shipped per QTI92s instructions. All costs, after loading and sealing, that are associated with shipping and other charges shall be for the account of QTI and its customer. (See Exhibit D)



7 . TRANSPORTATION; LOGISTICS . QTI and BSE shall perform the logistics functions in Exhibit D. QTI shall determine the method of transporting the CG to its customers in a manner that will insure that BSE92s inventory level of CG does not exceed [********] at any time. Title and risk of loss shall transfer from BSE to QTI as stated in Exhibit D.



8. QUALITY



8.1 CG Specifications . In accordance with Wisconsin State Regulations, BSE shall attach the Bill of Lading to the CG label. The CG label contains the guarantee of maximum moisture and minimum fat. At






[********] Material has been omitted pursuant to request for confidential treatment and such material has been filed separately with the Securities and Exchange Commission.








no time will BSE be held to any standard that will conflict with Section 13 of this agreement.



BSE shall produce CG and warrant that it meets the specifications (" Specifications") set forth in Exhibit B, which is attached hereto and incorporated herein by reference (the "Specification Warranty"). This warranty is transferable to QTI92s customers. Final quality specifications will be consistent with those agreed upon between BSE and Corn Value Products, LLC and may be amended once a final customer is selected based on the specifications of this customer.



8.2 Samples, Preservation, and Claims. BSE shall take original, sealed, and numbered samples of the CG prior to loading at the Delivery Point per unit of loading (to be discussed in Exhibit C). QTI shall be entitled to witness the taking of samples at QTI92s expense. BSE will label these samples to indicate date of delivery and the container, truck, or rail car number. BSE will retain these samples ...