FEE AGREEMENT

EXHIBIT 10.8

May      , 2003

MSDW Capital Partners IV, Inc.
1585 Broadway
New York, New York 10036
Attention: Leigh Abramson
Fax: (212) 761-9628

Dear Sirs:

Reference is made to the acquisition by Morgan Stanley Dean Witter Capital Partners IV, L.P., Morgan Stanley Dean Witter Capital Investors IV, L.P. and MSDW IV 892 Investors, L.P. (the “ MSDW Funds ”) and certain co-investors of all the outstanding interests in Williams Bio-Energy, LLC, a Delaware limited liability company (“ WBE ”), the parent of Williams Ethanol Services, Inc., a Delaware corporation (“ WESI ”).

In consideration of the time, effort and expense that will be expended or incurred by or on behalf of MSDW Capital Partners IV, Inc. (“ MSCP ”) after the date hereof in connection with monitoring the investment of the MSDW Funds in WBE and WESI and the provision of certain related services to WBE and WESI (