Technology And Patent Rights License Agreement

Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



TECHNOLOGY AND PATENT RIGHTS
LICENSE AGREEMENT



This Technology and Patent Rights License Agreement, (the "Agreement"), is made and entered into effective the 5th day of April, 2005 (the "Effective Date"), by and between Broin and Associates, Inc., a South Dakota corporation located at 2209 East 57 th Street North, Sioux Falls, South Dakota 57104 ("Licensor") and Great Plains Ethanol, LLC a South Dakota limited liability company, located at 27716 - 462 nd Avenue, Chancellor, SD 57015, ("Licensee").



RECITALS;



A. Licensee owns and operates a dry mill fuel ethanol plant near Chancellor, South Dakota, for the production and marketing of fuel ethanol and ethanol co-products.



B. Licensor is in the business of designing and building dry mill fuel ethanol plants.



C. Licensor possesses the Technology and Patent Rights necessary to operate Licensee92s Ethanol Plant to produce the Licensed Products using the Licensed Methods.



D. Licensee desires to acquire non-exclusive licenses to Licensor92s Technology and Patent Rights, and Licensor is willing to grant such licenses, all in accordance with the terms of this Agreement.



NOW, THEREFORE, in consideration of the mutual promises and conditions set forth in this Agreement, Licensor and Licensee hereby agree as follows:



ARTICLE I - - DEFINITIONS



1.1 "Affiliate" or "Affiliates" of Licensor means Jeffrey S. Broin, Robert L. Broin, Todd R. Broin, one or more members of their respective Immediate Families, Broin Enterprises, Inc., Broin Management, LLC, Ethanol Products, LLC, or any other present or future company of which ten percent (10%) or more of the outstanding securities are owned or controlled by Licensor or one or more Affiliates.



1.2 "Application" means an application for the protection of an invention or an industrial design; reference to an "Application" shall include applications for patents for inventions (including utility and provisional applications), reissue applications, inventors92 certificates, utility certificates, utility models, patents or certificates of addition, inventors92 certificates of addition, utility certifications of addition, design patents, and industrial design registrations, foreign or domestic, including the Applications identified in Exhibit B, if any.



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** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



1.3 "Confidentiality Agreement" means the Confidentiality and Nondisclosure Agreement dated April 5, 2005, between Licensee and Licensor, and/or any amendment, modification or replacement agreement between Licensee and Licensor with respect to the protection and nondisclosure of Confidential Information.



1.4 "Confidential Information" means the Confidential Information of Licensor and its Affiliates, as defined in the Confidentiality Agreement, and any other information now or later identified by Licensor and its Affiliates as being confidential and subject to nondisclosure obligations.



1.5 "Ethanol Plant" means the ethanol production facility owned and operated by Licensee near Chancellor, South Dakota.



1.6 "Gross Income" means gross income as determined under generally accepted accounting principles, applied on a consistent basis.



1.7 "Immediate Family" or "Immediate Families" means respectively and collectively the spouse, children, grandchildren and parents of Jeffrey S. Broin, Robert L. Broin and Todd R. Broin.



1.8 "Initial New Technology Fee" means the initial fee to be paid to Licensor for New Technology pursuant to any Addendum executed by the parties.



1.9 "Licensed Products" means any and all products, machines, manufactures, or compositions of matter which are covered by or are produced using a process or a method covered by the Technology and Patent Rights, including but not limited to ethanol, distillers grain, carbon dioxide and other ethanol co-products.



1.10 "Licensed Methods" means any and all methods or processes which are covered by the Technology and Patent Rights, including but not limited to methods of producing ethanol, distillers grain, carbon dioxide or other ethanol co-products.



1.11 "License" or "Licenses" means the Technology License and/or Patent Rights License described in Section 2.1



1.12 "Management Agreement" means the agreement between Licensee and Manager with respect to the management and operation of the Ethanol Plant, as evidenced by the First Amended and Restated Operating Agreement of Great Plains Ethanol, LLC dated April 23, 2001, and/or any amendment, modification or replacement agreement between Manager and Licensee for the management and operation of the Ethanol Plant.



1.13 "Management Bonus" means the management bonus to be paid to Manager under the terms of Section 9.3(b) of the Management Agreement.



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** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



1.14 "Management Fee" means the management fee paid to Manager pursuant the terms of Section 9.3(a) of the Management Agreement.



1.15 "Management Term" means from the date of this Agreement until such time as the Management Agreement expires or is terminated by either Licensee and/or Manager, pursuant to the terms and conditions of the Management Agreement.



1.16 "Manager" means Broin Management, LLC, its successors and assigns.



1.17 "New Technology" means: (i) replacements, improvements, enhancements or modifications to the Technology and Patent Rights, (ii) new inventions and discoveries for the construction and operation of the Ethanol Plant, the manufacture of the Licensed Products and/or use of the Licensed Methods, and (iii) technology in research, development, or testing stage, and technology to be researched, developed or tested by Licensor subsequent to the date of this Agreement, and (iv) any processes; systems, diagrams, information, balances, blueprints, configurations, manuals, videotapes or any other proprietary rights, patents, trademarks, copyrights, trade secrets, formulas, research data, know-how, process control systems, software certifications and specifications and other technology that is not part of the Technology and Patent Rights.



1.18 "Patents" means patents, reissues, renewals, and extensions thereof for inventions, inventors92 certificates, utility certificates, utility models, patents or certificates of addition, inventors92 certificate of addition, utility certificates of addition, design patents, and industrial design registrations.



1.19 91Patent Rights" means: (i) the Scheduled Patents, and (ii) such Patents and Applications directed to the construction and operation of the Ethanol Plant, the manufacture of the Licensed Products and/or use of the Licensed Methods that Licensor may own or gain rights to license during the term of this Agreement and which Licensor may agree to include in the Patent Rights.



1.20 "Patent Rights License" means a revocable, non-exclusive, indivisible and non-transferable right and license to use the Patent Rights solely for the Permitted Purpose, subject to the conditions set forth herein.



1.21 "Permitted Purpose" means the operation of the Ethanol Plant for the production of the Licensed Products and/or use of the Licensed Methods at the Ethanol Plant.



1.22 "Person" means an individual, partnership, limited partnership, limited liability company, foreign limited liability company, trust, estate, corporation, foreign corporation, cooperative, custodian, trustee, executor, administrator, nominee, representative or any other individual or entity, however designated.



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** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



1.23 91Post-Management Term" means that period of time commencing upon (i) the expiration of the Management Agreement at the conclusion of its natural term with no renewal thereof, or (ii) Licensee92s termination of the Management Agreement for cause as defined in the Management Agreement, and in either event concluding upon the earlier of (iii) the date that Licensee ceases to use all of the Technology and/or Patent Rights, or (iv) the annual anniversary date of the expiration or termination of the Management Agreement occurring at least ninety (90) days following the giving of notice of termination of the Licenses, by Licensee pursuant to Section 3.3.



1.24 91Post-Management Term Fees" means the ** to be paid by Licensee to Licensor during the Post Management Term as provided in any Addendum executed by the parties.



1.25 "Scheduled Patents" means the Applications and Patents listed in any Addendum executed by the parties.



1.26 "Technology" means: (i) all processes, systems, diagrams, information, balances, blueprints, configurations, manuals, videotapes, proprietary rights, patents, trademarks, copyrights, trade secrets, formulas, research data, know-how, process control systems, software configurations and specifications, and other technology required to operate the Ethanol Plant, to manufacture the Licensed Products, and/or use the Licensed Methods, all as identified in Exhibit A, (ii) means all inventions and discoveries covered by the claims in the Applications prior to the issuance of, during the life of, and following the expiration of the Patents, and (iii) any of the foregoing directed to the manufacture of the Licensed Products and/or use of the Licensed Methods that Licensor may own or gain rights to license during the term of this Agreement, but not including the New Technology until so specified in an Addendum.



1.27 "Technology and Patent Rights Fee" means the ** equal to ** to be paid to Licensor by Licensee during the Management Term for the right to use the Technology and Patent Rights to produce the Licensed Products using the Licensed Methods, pursuant to Section 4.1.



1.28 "Technology License" means the revocable, non-exclusive, indivisible and non-transferable right and license to use the Technology solely for the Permitted Purpose as granted by Licensor to Licensee pursuant to Section 2.1, but, subject to the conditions set forth in this Agreement.



1.29 "Third Party" means any Person other than Licensee and its officers and employees having a reason to know the Technology and Patent Rights.



1.30 "Transfer" means a sale, assignment, gill, exchange or other disposition of the Technology and/or the Patent Rights. "Transfer" does not mean or include a mortgage, pledge or grant of a security interest or other encumbrance of or in the item in question.



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** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



ARTICLE II- GRANT OF LICENSE



2.1 Non-Exclusive License . Licensor hereby grants to Licensee the Technology License and the Patent Rights License. (the "Technology License")



2.2 Restrictions . Licensee is prohibited from using the Technology and/or Patent Rights for any purpose other than the Permitted Purpose. Licensee is prohibited from disclosing to any Person the Technology and Patent Rights. Licensee is prohibited from sublicensing, renting, and/or leasing to any Person the Technology and/or Patent Rights. Licensee is prohibited from reverse engineering the Technology and/or Patent Rights. Licensee is not granted the right to use the Technology and/or Patent Rights in connection with the design, construction, operation or maintenance of another ethanol facility.



2.3 New Technology . The Licenses do not extend to New Technology until an Addendum is executed by the parties under which the New Technology becomes subject to the Licenses. If during the term of this Agreement, Licensor, Licensee and/or Licensee92s employees, consultants, and contractors develop any New Technology, or if Licensor becomes the owner of any New Technology, such New Technology shall be solely owned by Licensor. If Licensee, its employees, consultants and/or contractors develop any New Technology, or if any of the foregoing become the owners of any rights in New Technology, Licensee, its employees, consultants and/or contractors shall assign to Licensor all right, title and interest in and to the New Technology. New Technology, in the sole discretion of Licensor, may be licensed to Licensee. If Licensor determines that Licensor will make available and license to Licensee the New Technology, then the New Technology shall become part of the Technology licensed hereunder, and shall be licensed to Licensee without charge or additional compensation to be paid by Licensor during the Management Term. Any charges and additional compensation to be paid to Licensor during the Post-Management Term shall be set forth in an Addendum that shall be executed by the parties.



2.4 Assignments to Licensee . Licensee shall require all of Licensee92s current and future employees, consultants and contractors to assign to Licensee all New Technology, so as to ensure and facilitate the assignment by Licensee to Licensor of the same. Licensee92s current and future employees, consultants and contractors shall execute and deliver to Licensee an Employee, Consultant or Contractor Confidentiality and Nondisclosure Agreement in the form attached to the Confidentiality Agreement. Licensee shall enforce the terms and conditions of the Employee, Consultant or Contractor Confidentiality and Nondisclosure Agreement, and hereby authorizes Licensor, as a third party beneficiary, to enforce the same, and agrees to cooperate and assist Licensor in the enforcement of the same.



2.5 Patent Prosecution . Licensor shall have full control over prosecution and maintenance of the Applications and Scheduled Patents. Licensor shall use, at its sole discretion, reasonable efforts to establish patent protection for the information, inventions and discoveries included in the Applications and shall timely keep Licensee advised of the status of such prosecution and maintenance thereof In addition, with respect to the development of New



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** Certain information in this exhibit has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.



Technology, Licensee may offer, at its own expense, assistance to Licensor in the drafting of claims and specifications for the development of New Technology and/or filing of new Applications.



ARTICLE III - - TERM



3.1 Initial Technology License Term . The Technology License shall commence on the Effective Date of this Agreement and shall terminate, unless otherwise terminated as provided herein, upon the earlier of (i) the date that Licensee ceases to use all of the Technology, or (ii) the conclusion of the Management Term. If Licensor determines, in its sole discretion, that the processes, know-how, and other proprietary information contained in the Technology infringes or may infringe upon the proprietary information of any Person, then the Technology License with respect to said infringing processes, know-how, and other proprietary information shall terminate upon notice from Licensor to Licensee.

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