ETHANOL MARKETING AGREEMENT

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[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

CONFIDENTIAL

EXHIBIT 10.10

ETHANOL MARKETING AGREEMENT

This Ethanol Marketing Agreement ("Agreement") is made and entered into as of the 14th day of October 2002 by and between VeraSun Energy Corporation, a South Dakota corporation ("VERASUN") and Williams Ethanol Services, Inc., a Delaware Corporation DBA Williams Bio-Energy ("WES").

In consideration of the mutual terms and conditions contained herein, the Parties agree as follows:

1.

Terms and Termination

A.

The term of this Agreement shall commence on the first day of ethanol sales and continue for a primary term of two (2) years and thereafter, renewing for consecutive two (2) year terms, unless terminated by either party with at least six (6) months prior written notice without cause.

B.

In addition, this Agreement may be terminated under the circumstances set out below.

(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.

(2)

Termination for Uncured Breach .    If one of the parties breaches the terms of this Agreement, the other party may give the breaching party a 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 thirty (30) days to cure the breach, if the breach does not involve a failure to make any payments which are required by this Agreement.

If breach involves lack of payment beyond the established delinquency period, as specified in this Agreement, VERASUN may terminate this Agreement immediately and without prior written notice.

(3)

Change of Control .    Based on a change of majority interest in WES, VERASUN shall have six (6) months to terminate this agreement following the receipt of written notice regarding such change of ownership. WES must notify VERASUN of said event in writing within two (2) weeks of event. VERASUN may terminate agreement with (30) days written notice within said six (6) month period.

(4)

Termination by Mutual Written Agreement .    This Agreement may also be terminated upon any terms and under any condition, which are mutually agreed upon in writing by WES and VERASUN.

(5)

Termination by Bankruptcy, Etc .    This Agreement may also be terminated immediately and without prior notice by a party as a result of the other party's bankruptcy, assignment for the benefit of creditors, admission in writing of its inability to pay debts generally, or its liquidation, insolvency or dissolution.

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2.

Quantity and Quality

A.

VERASUN shall sell to WES the total output of fuel grade ethanol ("Ethanol") produced at the VERASUN Aurora, South Dakota, facility ("Plant"), currently anticipated to be one hundred (100) million gallons per year. Ethanol shall be delivered FOB the Plant, and title shall pass as the Ethanol is loaded into transport vessels.

B.

Such Ethanol shall meet or exceed all industry standards, including but not limited to ASTM D.4806 specifications and Williams Pipeline Company specifications for E-Grade Denatured Fuel Ethanol.

3.

WES shall :

A.

Purchase all of the Ethanol produced by VERASUN, at the price outlined in Section 5;

B.

Remit payment to VERASUN for the Ethanol as provided in Section 5; and

C.

Schedule all loads with VERASUN.

D.

Extend any alliance volume buying power of discounting to VERASUN.

E.

Extend railcar freight rates negotiated by WES to VERASUN.

F.

Participate with VERASUN in a monthly sales strategy call.

4.

VERASUN shall :

A.

Provide to WES quarterly production forecasts, monthly updates, daily plant inventory balances and shipment information;

B.

Provide to WES specifications and certificates of analysis of the Ethanol produced;

C.

Provide for a minimum of eight days storage on the VERASUN premises;

E.

Have meters that provide both gross and net 60° Fahrenheit temperature compensated gallons; and

F.

Establish and participate in monthly sales strategy meetings with WES.

5.

Pricing and Commission

A.

Sale Price .    The price VERASUN shall receive for its Ethanol shall be based upon the actual market price received by WES for the sale of the Ethanol as set forth below.

B.

Costs .    WES shall deduct all direct costs incurred by WES relating exclusively to marketing the Ethanol purchased from VERASUN, including, but not limited to, terminal lease charges, throughput charges, terminal shrinkage costs (not to exceed .5%), freight charges, tariffs, costs of leasing railcars and trucks, government taxes and assessments, inspection fees, and other similar costs. These costs shall be passed directly to VERASUN without WES markup. WES shall not deduct any general or administrative costs incurred in marketing the Ethanol. WES shall use commercially reasonable efforts to contain costs so as to maximize the net price payable to VERASUN for its Ethanol. In the event that VERASUN presents WES with alternatives that will reduce such costs, WES shall implement the alternatives where commercially reasonable.

C.

Net Price .    Net price is defined as sales price referred in Section 5(A) less direct costs referred in Section 5(B) ("Net Price"). WES shall use commercially reasonable efforts to maximize the Net Price, commensurate with prevailing market conditions.

D.

Establishing Minimum Net Price .    VERASUN and WES agree to participate in monthly sales strategy meetings at which time VERASUN will establish a monthly minimum net price target.

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WES agrees to make best effort to meet or exceed minimum net price targets. If net price targets are not attainable:

(1)

WES must obtain written authorization from VERASUN prior to selling below net price target;

(2)

At VERASUN's request and expense, WES agrees to place VERASUN's ethanol in storage until pricing condition can be met

E.

Commission .    WES shall be paid a commission equal to [*] percent [*] of the Net Price, as defined in Section 5(C). [*]

G.

Contract Authorization . WES must obtain written authorization from VERASUN for all contract sales:

(1)

Equal to or greater than one (1) million gallons;

(2)

Where contract length is equal to or greater than six (6) months.

H.

Payment .    For all quantities of ethanol purchased by WES from VERASUN during a one-week period beginning on Monday and ending on the following Sunday, WES shall pay the Net Price referred to in Section 5(C) less commissions referred to in Section 5(D), to VERASUN by ACH or wire [*].

I.

Supporting Records .    WES shall keep a permanent, accurate set of books and records in accordance with generally accepting accounting principals with respect to all sales of Ethanol hereunder and all costs and commissions associated therewith, and shall make such books and records available to VERASUN at WES's office at any time by appointment during normal business hours upon at least three (3) business days prior written notice. In addition, WES shall provide VERASUN by e-mail or fax with supporting documentation regarding the calculation of the net sale price with each weekly payment for Ethanol.

6.

Indemnity :    WES shall indemnify, defend, and hold VERASUN and its affiliates, subsidiaries, parents, directors, officers, employees, customers, contractors, subcontractors and agents harmless from and against any and all claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (including reasonable Attorney's fees) alleged or incurred on account of any injury to or death of persons or damages to property or any other claim to the extent caused by or arising out of the negligence or willful misconduct of WES, its officers, employees, customers, contractors, subcontractors or agents.

VERASUN shall indemnify, defend, and hold WES and its affiliates, subsidiaries, parents, directors, officers, employees, and agents harmless from and against any and all claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (including reasonable Attorney's fees) alleged or incurred on account of any injury to or death of persons or damages to property or any other claim to the extent caused by or arising out of the negligence or willful misconduct of VERASUN, its officers, employees, customers, agents, or contractors. VERASUN shall indemnify and hold WES and its affiliates, subsidiaries, parents, directors, officers, employees, customers and agents harmless from and against any and all claims, losses, awards, judgments, settlements, fines, penalties, liabilities, damages, costs or expenses (including reasonable Attorney's fees) from any defects in the Ethanol caused by VERASUN.

7.

Independent Contractor :    It is expressly understood that the relationship of WES to VERASUN is that of an independent contractor and nothing contained herein shall be construed to create any partnership, agency, or employer/employee relationship. WES may freely choose the customers from whom business shall be solicited and the time and place for solicitation, except as otherwise provided in this Agreement.

[*] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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8.

Notices :    Any notices required to be given under this Agreement shall be in writing and shall be deemed given upon personal delivery to the party to be notified; on the third day after deposit with the United States Postal Service, by registered or certified mail, postage prepaid; or upon confirmation if sent by telex, facsimile machine or other means of telecommunication that transmits or produces a written record of the message so sent. Notices shall be sent addressed as follows:

9.

Insurance :    The Parties shall maintain, at all times while this Agreement is in effect, and each at its own sole cost and expense, comprehensive general liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 for any one occurrence. Each party shall promptly after execution of this Agreement furnish the other party a Certificate of Insurance evidencing the foregoing insurance coverage, and containing a clause specifying that no reduction, cancellation or expiration of the policies shall become effective until thirty (30) days from the date written notice is provided to the other Party. The insurance requirements set forth herein are minimum coverage requirements and are not to be constructed in any way as a limitation on liability under this Agreement.

10.

Entire Agreement :    This Agreement contains the entire agreement between the Parties and supersedes all pr