8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):           June 14, 2006          

VERASUN ENERGY CORPORATION.

(Exact name of registrant as specified in charter)

SOUTH DAKOTA	001-32913	20-3430241
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 22ND AVENUE		57006
BROOKINGS, SD
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:   (605) 696-7200     

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Adoption of Form of Restricted Stock Agreement; Form of Incentive Stock Option Agreement; Form of Non-Qualified Stock Option Agreement

     The Company has adopted a Form of Restricted Stock Agreement, a Form of Incentive Stock Option Agreement and a Form of Non-Qualified Stock Option Agreement, each of which is filed as an exhibit to this Form 8-K, in connection with restricted stock and options granted under the Company’s Stock Incentive Plan as described in the Company’s prospectus filed pursuant to Rule 424(b)(4) in connection with its initial public offering.

     Amendment of American Milling Agreement

     On June 14, 2006, the Company amended its Site Acquisition Agreement, dated May 22, 2006, with American Milling, LP (“American Milling”), by entering into a Stock Transfer Restriction Agreement and Amendments to Site Acquisition Agreement, dated June 14, 2006 (the “Amendment”), with American Milling and certain other parties named therein (the “Investors”). The Amendment restricts the transferability of shares that American Milling and the Investors acquired in the Company’s initial public offering and specifies certain site designation obligations of American Milling.

     A copy of the Amendment is attached as Exhibit 10.4 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

10.1	Form of Restricted Stock Agreement
10.2	Form of Incentive Stock Option Agreement.
10.3	Form of Non-Qualified Stock Option Agreement.
10.4	Stock Transfer Restriction Agreement and Amendments to Site Acquisition Agreement, dated June 14, 2006, among the Company, American Milling, LP and the other parties named therein.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VERASUN ENERGY CORPORATION
Date: June 20, 2006	By:	/s/ Donald L. Endres
		Donald L. Endres
		Chief Executive Officer

3

EX-10.1

                                                                    EXHIBIT 10.1

                           VERASUN ENERGY CORPORATION

                           RESTRICTED STOCK AGREEMENT

     This Restricted Stock Agreement ("Agreement"), dated as of _____________,
is between VeraSun Energy Corporation, a South Dakota corporation (the
"Company"), and _____________ ("Shareholder") and is made pursuant to the
Company's Stock Incentive Plan.

     1. Award of Restricted Stock. Pursuant to Section 8 of the Incentive Plan
and in recognition of Shareholder's past services to the Company, the Company
awards to Shareholder ________ shares of the Company's fully paid and
nonassessable Common Shares as a restricted stock grant (the "Shares"). All of
the Shares are subject to forfeiture as set forth in Section 2.

     2. Length of Service Restrictions.

          2.1 Shares Subject to Forfeiture.

               2.1.1 All of the Shares shall initially be subject to forfeiture
to the Company. All or a portion of the Shares shall be automatically forfeited
to the Company if Shareholder's employment by the Company terminates for any
reason, including termination with or without Cause or retirement, as follows:



                                      Portion of Restricted
 Employment Termination Prior To   Stock Subject to Forfeiture
- --------------------------------   ---------------------------
                                
First Anniversary of Grant Date              ______%
Second Anniversary of Grant Date             ______%
Third Anniversary of Grant Date              ______%
Fourth Anniversary of Grant Date             ______%
Fifth Anniversary of Grant Date              ______%


               For purposes of this Agreement, a person is considered to be
employed by the Company if the person is employed by any entity that is either
the Company or a parent or subsidiary of the Company.

               2.1.2 Notwithstanding Section 2.1.1, the possibility of
forfeiture of the Shares established above shall lapse in its entirety if,
during the period beginning two months before a Change of Control and ending 12
months after a Change in Control, Shareholder's employment by the Company shall
be terminated (A) by the Company other than for Cause, Total Disability or death
or (B) by Shareholder for Good Reason based on an event occurring during such
period.

          2.2 Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified.

                    (A) "Cause" shall mean (1) the willful and continued failure
by Shareholder substantially to perform Shareholder's reasonably assigned duties
with the



Company, other than a failure resulting from Shareholder's incapacity due to
physical or mental illness or impairment, after a written demand for performance
has been delivered to Shareholder by the Chief Executive Officer or the
President which specifically identifies the manner in which the CEO or the
President believes that Shareholder has not substantially performed
Shareholder's duties, or (2) the willful engagement by Shareholder in illegal
conduct, or the conviction of guilty or entering of a nolo contendere plea to a
felony, which is materially and demonstrably injurious to the Company, (3) the
willful failure by Shareholder to follow material written Company policies or
(4) the commission of an act by Shareholder, or the failure by Shareholder to
act, which constitutes gross negligence or gross misconduct. For purposes of
this definition, no act, or failure to act, on Shareholder's part shall be
considered "willful" unless done, or omitted to be done, by Shareholder in bad
faith.

                    (B) "Change in Control" shall mean the occurrence of any of
the following events:

                         (1) The approval by the shareholders of the Company of:

                              (a) any consolidation, merger or plan of share
exchange involving the Company (a "Merger") as a result of which the holders of
outstanding securities of the Company ordinarily having the right to vote for
the election of directors ("Voting Securities") immediately prior to the Merger
do not continue to hold at least 50% of the combined voting power of the
outstanding Voting Securities of the surviving or continuing entity immediately
after the Merger, disregarding any Voting Securities issued or retained by such
holders in respect of securities of any other party to the Merger;

                              (b) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, the assets of the Company; or

                              (c) the adoption of any plan or proposal for the
liquidation or dissolution of the Company;

                         (2) At any time during a period of two consecutive
years, individuals who at the beginning of such period constituted the Board of
Directors of the Company ("Incumbent Directors") shall cease for any reason to
constitute at least a majority thereof; provided, however, that the term
"Incumbent Director" shall also include each new director elected during such
two-year period whose nomination or election was approved by two-thirds of the
Incumbent Directors then in office; or

                         (3) Any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Act")) shall, as a result of a tender or exchange offer, open market
purchases or privately negotiated purchases from anyone other than the Company,
have become the beneficial owner (within the meaning of Rule 13d-3 under the
Act), directly or indirectly, of Voting Securities representing twenty percent
(20%) or more of the combined voting power of the then outstanding Voting
Securities.

                    (C) "Good Reason" shall mean:


                                        2



                         (1) a diminution of Shareholder's status, title,
position(s) or responsibilities from Shareholder's status, title, position(s)
and responsibilities as in effect immediately prior to the Change of Control (or
two months before the Change in Control) or the assignment to Shareholder of any
duties or responsibilities which are inconsistent with such status, title,
position(s) or responsibilities, or any removal of Shareholder from such
position(s), except in connection with the termination of Shareholder's
employment for Cause, Total Disability or as a result of Shareholder's death or
voluntarily by Shareholder other than for Good Reason and provided that Good
Reason shall not exist if Shareholder has the same status, title, position(s)
and responsibilities after the Change in Control but the Company is no longer a
publicly held company or is a wholly owned subsidiary of another company;

                         (2) a reduction by the Company in Shareholder's rate of
base salary, bonus or incentive opportunity (other than as part of any general
salary reduction that may be implemented for all of the Company's employees) or
a substantial reduction in benefits other than a reduction in benefits
applicable to substantially all employees; or

                         (3) the Company's requiring Shareholder to be based
anywhere other than the _____________ area except for reasonably required travel
on the Company's business.

                    (D) "Total Disability" shall mean a medically determinable
mental or physical impairment that is expected to result in death or has lasted
or is expected to last for a continuous period of 12 months or more and that, in
the opinion of the Company and two independent physicians, causes the
Shareholder to be unable to perform duties as an employee, director, officer or
consultant of the Employer and unable to be engaged in any substantial gainful
activity. Total Disability shall be deemed to have occurred on the first day
after the two independent physicians have furnished their written opinion of
Total Disability to the Company and the Company has reached an opinion of Total
Disability.

     3. Withholding. Upon notification of the amount due, if any, and prior to
or concurrently with delivery of the certificates representing the Shares,
Shareholder shall pay to the Company amounts necessary to satisfy any applicable
federal, state, and local withholding tax requirements. If additional
withholding becomes required beyond any amount deposited before delivery of the
certificates, Shareholder shall pay such amount to the Company on demand. If
Shareholder fails to pay any amount demanded, the Company shall have the right
to withhold such amount from other amounts payable by the Company to
Shareholder, including salary, subject to applicable law.

     4. Limitations on Transfer.

          4.1 While Subject to Forfeiture. Without the written consent of the
Company, Shareholder shall not sell, assign, encumber, dispose of or transfer
(including transfer by operation of law) any interest in any Shares that are
subject to forfeiture pursuant to Section 2.


                                        3



     5. Legend. All certificates representing the Shares shall be endorsed with
legends substantially in the following form:

               "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO
          FORFEITURE AND CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN A
          RESTRICTED STOCK AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED
          HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
          CORPORATION."

     6. Specific Performance. Shareholder acknowledges and agrees that the
Company will suffer irreparable harm if Shareholder fails to comply with the
terms of this Agreement, and that monetary damages will be inadequate to
compensate the Company for such failure. Accordingly, Shareholder agrees that
this Agreement may be enforced by specific performance or other injunctive
relief, in addition to any other remedies available at law or in equity.

     7. Section 83(b) Election. Shareholder is advised that any income
recognized as a result of receiving the Shares will be treated as ordinary
compensation income subject to federal, state and local income, employment and
other tax withholding. Shareholder is advised that if he or she makes an
election under Section 83(b) of the Internal Revenue Code of 1986 with respect
to some or all of the Shares, Shareholder will recognize ordinary compensation
income at the time of the award of Shares in an amount equal to the fair market
value of the Shares on that date. If Shareholder does not make a Section 83(b)
election, Shareholder will recognize ordinary compensation income (i) at the
time or times any portion of the Shares vests in accordance with Section 2 of
this Agreement, in an amount equal to the fair market value of that Shares on
the vesting date, and (ii) in connection with the payment of any cash dividends
on the Shares while the Shares are unvested. Prior to or concurrently with the
acceptance by the Company of a Section 83(b) election for the Shares or delivery
to Shareholder of the certificates representing the Shares, Shareholder shall
pay to Company the amount necessary to satisfy all applicable federal, state and
local tax withholding requirements arising in connection with Shareholder's
receipt of the Shares, including any amounts required to be withheld at the time
any portion of the Shares vest in accordance with Section 2 of this Agreement.
Shareholder shall pay these amounts in cash or, at the election of the
Shareholder, by surrendering to Company for cancellation (i) Shares (except in
the case of withholding due in connection with a Section 83(b) election) or (ii)
other shares of Company Common Stock held for at least six months, in each case
valued at the closing market price for the Company Common Stock on the last
trading day preceding the date of Shareholder's election to surrender such
shares. If additional withholding becomes required beyond any amount paid before
delivery of the certificates representing the Shares, Shareholder shall pay such
amount to Company upon demand. If Shareholder fails to pay any amount demanded,
Company shall have the right to withhold such amount from other amounts payable
by Company to the Shareholder, including salary, subject to applicable law.
SHAREHOLDER IS ADVISED THAT TO BE VALID A SECTION 83(B) ELECTION MUST BE FILED
WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS OF THE DATE OF THE AWARD OF
SHARES, A COPY OF THE ELECTION MUST BE PROVIDED TO THE COMPANY, AND A COPY OF
THE ELECTION MUST BE ATTACHED TO THE SHAREHOLDER'S FEDERAL (AND


                                        4



POSSIBLY STATE) INCOME TAX RETURN FOR THE YEAR OF THE ELECTION. SHAREHOLDER
ACKNOWLEDGES THAT IF HE OR SHE CHOOSES TO MAKE A SECTION 83(B) ELECTION, IT IS
SHAREHOLDER'S SOLE RESPONSIBILITY, AND NOT COMPANY'S, TO MAKE A VALID AND TIMELY
ELECTION. SHAREHOLDER IS ENCOURAGED TO REVIEW THE FEDERAL INCOME TAX
CONSEQUENCES PORTION OF THE COMPANY'S STOCK INCENTIVE PLAN PROSPECTUS AND TO
CONSULT SHAREHOLDER'S PERSONAL TAX ADVISOR REGARDING THE ADVISABILITY OF MAKING
A SECTION 83(B) ELECTION WITH RESPECT TO THE SHARES.

     IRS CIRCULAR 230 NOTICE: ANY TAX ADVICE CONTAINED HEREIN WAS NOT INTENDED
OR WRITTEN TO BE USED, AND CANNOT BE USED, BY SHAREHOLDER OR ANY OTHER PERSON
(I) IN PROMOTING, MARKETING OR RECOMMENDING ANY TRANSACTION, PLAN OR ARRANGEMENT
OR (II) FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER FEDERAL
TAX LAW.

     8. Notices. Any required or permitted notice shall be given in writing and
shall be deemed given upon personal delivery or upon deposit in the United
States mail by registered or certified mail, postage prepaid. Any notice to
Shareholder shall be addressed to Shareholder at Shareholder's address shown on
the corporate records of the Company, and any notice to the Company shall be
addressed to the Company at its registered office.

     9. No Right to Employment. Nothing in the Company's Stock Incentive Plan or
this Agreement shall confer upon Shareholder any right to be continued in the
employment of the Company or to interfere in any way with the right of the
Company to terminate Shareholder's employment at any time for any reason.

     10. Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof and may be
amended only by written agreement between the Company and Shareholder.

     11. Successors of Company. This Agreement shall be binding upon and shall
inure to the benefit of any successor or successors of the Company and, subject
to the restrictions on transfer of this Agreement, shall be binding upon and
shall inure to the benefit of Shareholder's heirs, executors, administrators,
successors and assigns.

     12. Governing Law, Severability. This Agreement shall be governed by and
construed in accordance with the laws of South Dakota, without regard to the
conflict of laws rules applied in the courts of such state. If any provision or
provisions of this Agreement are found to be unenforceable, the remaining
provisions shall nevertheless be enforceable and shall be construed as if the
unenforceable provisions were deleted.

     13. Further Action. The parties agree to execute such further instruments
and to take such further actions as may reasonably be necessary to carry out the
intent of this Agreement.


                                        5



     IN WITNESS WHEREOF, the parties have executed this Restricted Stock
Agreement as of the date written above.

VERASUN ENERGY CORPORATION              SHAREHOLDER


By:                                     Name:
    ---------------------------------         ----------------------------------
Name:                                   Address:
      -------------------------------            -------------------------------
Title:
       ------------------------------            -------------------------------
       100 22nd Avenue
       Brookings, SD 57006                       -------------------------------


                                        6

EX-10.2

                                                                    EXHIBIT 10.2

                           VERASUN ENERGY CORPORATION

                        INCENTIVE STOCK OPTION AGREEMENT

     This Agreement is between VeraSun Energy Corporation, a South Dakota
corporation (the "Company"), and _____________ (the "Optionee"), pursuant to the
Company's Stock Incentive Plan (the "Plan"). The Company and the Optionee agree
as follows:

     1. OPTION GRANT. The Company grants to the Optionee on the terms and
conditions of this Agreement the right and the option (the "Option") to purchase
all or any part of _____________ shares of the Company's Common Stock at a
purchase price of $_______ per share. The terms and conditions of the Option
grant set forth in attached Exhibit A are incorporated into and made a part of
this Agreement. The Option is intended to be an Incentive Stock Option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended.

     2. GRANT DATE; EXPIRATION DATE. The Grant Date for this Option is
____________. The Option shall continue in effect until the tenth anniversary of
the Grant Date (the "Expiration Date") unless earlier terminated as provided in
Sections 2, 7 or 8 of Exhibit A. The Option shall not be exercisable on or after
the Expiration Date.

     3. EXERCISE OF OPTION. The Vesting Reference Date of this Option is
___________. The Option will become exercisable in accordance with Section 1 of
Exhibit A.

     The parties have executed this Agreement in duplicate as of the Grant Date.

VERASUN ENERGY CORPORATION              OPTIONEE


By:                                     Name:
    ---------------------------------         ----------------------------------
Name:                                   Address:
      -------------------------------            -------------------------------
Title:
       ------------------------------            -------------------------------
       100 22nd Avenue
       Brookings, SD 57006                       -------------------------------


                           VERASUN ENERGY CORPORATION

                                  EXHIBIT A TO
                             STOCK OPTION AGREEMENT

     1. TIME OF EXERCISE OF OPTION.

          1.1 VESTING SCHEDULE. Until it expires or is terminated as provided in
Sections 2, 7 or 8 of this Exhibit A, the Option may be exercised from time to
time to purchase whole shares as to which it has become exercisable. The Option
shall become exercisable for _____% of the shares on the first anniversary of
the Vesting Reference Date, _____% of the shares on the second anniversary of
the Vesting Reference Date, _____% of the shares on the third anniversary of the
Vesting Reference Date, _____% of the shares on the fourth anniversary of the
Vesting Reference Date, and _____% of the shares on the fifth anniversary of the
Vesting Reference Date, so that the Option will be fully exercisable with
respect to all of the shares on ____________.

          1.2 EARLY VESTING. Notwithstanding Section 1.1, the Option shall
become fully exercisable if, during the period beginning two months before a
Change of Control and ending 12 months after a Change in Control, Optionee's
employment by the Company shall be terminated (A) by the Company other than for
Cause, Total Disability or death or (B) by Optionee for Good Reason based on an
event occurring during such period.

          1.3 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings specified.

               (A) "Cause" shall mean (1) the willful and continued failure by
     Optionee substantially to perform Optionee's reasonably assigned duties
     with the Company, other than a failure resulting from Optionee's incapacity
     due to physical or mental illness or impairment, after a written demand for
     performance has been delivered to Optionee by the Chief Executive Officer
     or the President which specifically identifies the manner in which the CEO
     or the President believes that Optionee has not substantially performed
     Optionee's duties, or (2) the willful engagement by Optionee in illegal
     conduct, or the conviction of guilty or entering of a nolo contendere plea
     to a felony, which is materially and demonstrably injurious to the Company,
     (3) the willful failure by Optionee to follow material written Company
     policies or (4) the commission of an act by Optionee, or the failure by
     Optionee to act, which constitutes gross negligence or gross misconduct.
     For purposes of this definition, no act, or failure to act, on Optionee's
     part shall be considered "willful" unless done, or omitted to be done, by
     Optionee in bad faith.

               (B) "Change in Control" shall mean the occurrence of any of the
     following events:

                    (1) The approval by the shareholders of the Company of:

                         (a) any consolidation, merger or plan of share exchange
               involving the Company (a "Merger") as a result of which the
               holders of


                                       A-1



               outstanding securities of the Company ordinarily having the right
               to vote for the election of directors ("Voting Securities")
               immediately prior to the Merger do not continue to hold at least
               50% of the combined voting power of the outstanding Voting
               Securities of the surviving or continuing entity immediately
               after the Merger, disregarding any Voting Securities issued or
               retained by such holders in respect of securities of any other
               party to the Merger;

                         (b) any sale, lease, exchange or other transfer (in one
               transaction or a series of related transactions) of all, or
               substantially all, the assets of the Company; or

                         (c) the adoption of any plan or proposal for the
               liquidation or dissolution of the Company;

                    (2) At any time during a period of two consecutive years,
          individuals who at the beginning of such period constituted the Board
          of Directors of the Company ("Incumbent Directors") shall cease for
          any reason to constitute at least a majority thereof; provided,
          however, that the term "Incumbent Director" shall also include each
          new director elected during such two-year period whose nomination or
          election was approved by two-thirds of the Incumbent Directors then in
          office; or

                    (3) Any "person" or "group" (within the meaning of Sections
          13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
          (the "Act")) shall, as a result of a tender or exchange offer, open
          market purchases or privately negotiated purchases from anyone other
          than the Company, have become the beneficial owner (within the meaning
          of Rule 13d-3 under the Act), directly or indirectly, of Voting
          Securities representing twenty percent (20%) or more of the combined
          voting power of the then outstanding Voting Securities.

               (C) "Good Reason" shall mean:

                    (1) a diminution of Optionee's status, title, position(s) or
          responsibilities from Optionee's status, title, position(s) and
          responsibilities as in effect immediately prior to the Change of
          Control (or two months before the Change in Control) or the assignment
          to Optionee of any duties or responsibilities which are inconsistent
          with such status, title, position(s) or responsibilities, or any
          removal of Optionee from such position(s), except in connection with
          the termination of Optionee's employment for Cause, Total Disability
          or as a result of Optionee's death or voluntarily by Optionee other
          than for Good Reason and provided that Good Reason shall not exist if
          Optionee has the same status, title, position(s) and responsibilities
          after the Change in Control but the Company is no longer a publicly
          held company or is a wholly owned subsidiary of another company;


                                       A-2



                    (2) a reduction by the Company in Optionee's rate of base
          salary, bonus or incentive opportunity (other than as part of any
          general salary reduction that may be implemented for all of the
          Company's employees) or a substantial reduction in benefits other than
          a reduction in benefits applicable to substantially all employees; or

                    (3) the Company's requiring Optionee to be based anywhere
          other than the _________________ area except for reasonably required
          travel on the Company's business.

               (D) "Total Disability" has the meaning set forth in Section 2.3.

     2. TERMINATION OF EMPLOYMENT OR SERVICE.

          2.1 GENERAL RULE. Except as provided in this Section 2, the Option may
not be exercised unless at the time of exercise the Optionee is employed by or
in the service of the Company and shall have been so employed or provided such
service continuously since the Grant Date. For purposes of this Exhibit A, the
Optionee is considered to be employed by or in the service of the Company if the
Optionee is employed by or in the service of the Company or any parent or
subsidiary of the Company (an "Employer").

          2.2 TERMINATION GENERALLY. If the Optionee's employment or service
with the Company terminates for any reason other than because of Total
Disability or death as provided in Sections 2.3 or 2.4, the Option may be
exercised at any time before the Expiration Date or the expiration of 90 days
after the date of termination, whichever is the shorter period, but only if and
to the extent the Optionee was entitled to exercise the Option at the date of
termination.

          2.3 TERMINATION BECAUSE OF TOTAL DISABILITY. If the Optionee's
employment or service with the Company terminates because of Total Disability,
the Option may be exercised at any time before the Expiration Date or before the
date 12 months after the date of termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise the Option
at the date of termination. The term "Total Disability" means a medically
determinable mental or physical impairment that is expected to result in death
or has lasted or is expected to last for a continuous period of 12 months or
more and that, in the opinion of the Company and two independent physicians,
causes the Optionee to be unable to perform duties as an employee, director,
officer or consultant of the Employer and unable to be engaged in any
substantial gainful activity. Total Disability shall be deemed to have occurred
on the first day after the two independent physicians have furnished their
written opinion of Total Disability to the Company and the Company has reached
an opinion of Total Disability.

          2.4 TERMINATION BECAUSE OF DEATH. If the Optionee dies while employed
by or in the service of the Company, the Option may be exercised at any time
before the Expiration Date or before the date 12 months after the date of death,
whichever is the shorter period, but only if and to the extent the Optionee was
entitled to exercise the Option at the date of death and only by the person or
persons to whom the Optionee's rights under the Option shall pass by the


                                       A-3



Optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.

          2.5 LEAVE OF ABSENCE. Absence on leave approved by the Employer or on
account of illness or disability shall not be deemed a termination or
interruption of employment or service. Vesting of the Option shall continue
during a medical, family or military leave of absence, whether paid or unpaid,
and vesting of the Option shall be suspended during any other unpaid leave of
absence.

          2.6 FAILURE TO EXERCISE OPTION. To the extent that following
termination of employment or service, the Option is not exercised within the
applicable periods described above, all further rights to purchase shares
pursuant to the Option shall cease and terminate.

     3. METHOD OF EXERCISE OF OPTION. The Option may be exercised only by notice
in writing from the Optionee to the Company of the Optionee's binding commitment
to purchase shares, specifying the number of shares the Optionee desires to
purchase under the Option and the date on which the Optionee agrees to complete
the transaction, which may not be more than 30 days after delivery of the
notice, and, if required to comply with the Securities Act of 1933, containing a
representation that it is the Optionee's intention to acquire the shares for
investment and not with a view to distribution. On or before the date specified
for completion of the purchase, the Optionee must pay the Company the full
purchase price of those shares in cash or by check, or in whole or in part in
Common Stock of the Company valued at fair market value provided such Common
Stock has been previously acquired and held by the Optionee for at least six
months. The fair market value of Common Stock provided in payment of the
purchase price shall be the closing price of the Common Stock last reported
before the time payment in Common Stock is made or, if earlier, committed to be
made, if the Common Stock is publicly traded, or another value of the Common
Stock as specified by the Board of Directors. No shares shall be issued until
full payment for the shares has been made, including all amounts owed for tax
withholding. The Optionee shall, immediately upon notification of the amount
due, if any, pay to the Company in cash or by check amounts necessary to satisfy
any applicable federal, state and local tax withholding requirements. If
additional withholding is or becomes required (as a result of exercise of the
Option or as a result of disposition of shares acquired pursuant to exercise of
the Option) beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Company, in cash or by check, on demand.
If the Optionee fails to pay the amount demanded, the Company or the Employer
may withhold that amount from other amounts payable to the Optionee, including
salary, subject to applicable law.

     4. DISQUALIFYING DISPOSITION. If the Option is an Incentive Stock Option
and if within two years after the Grant Date or within 12 months after the
exercise of the Option, the Optionee sells or otherwise disposes of Common Stock
acquired on exercise of the Option, the Optionee shall within 30 days of the
sale or disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and (iii) the
nature of the disposition (e.g., sale, gift, etc.).

     5. NONTRANSFERABILITY. The Option is nonassignable and nontransferable by
the Optionee, either voluntarily or by operation of law, except by will or by
the laws of descent and


                                       A-4



distribution of the state or country of the Optionee's domicile at the time of
death, and during the Optionee's lifetime, the Option is exercisable only by the
Optionee.

     6. STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common Stock of the
Company is hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in (i) the number and kind of shares subject to the Option, or the
unexercised portion thereof, and (ii) the Option price per share, so that the
Optionee's proportionate interest before and after the occurrence of the event
is maintained. Notwithstanding the foregoing, the Company shall have no
obligation to effect any adjustment that would or might result in the issuance
of fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Company. Any
such adjustments made by the Company shall be conclusive.

     7. MERGERS, REORGANIZATIONS, ETC. In the event of a merger, consolidation,
plan of exchange, acquisition of property or stock, split-up, split-off,
spin-off, reorganization or liquidation to which the Company is a party or any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the Company
(each, a "Transaction"), the Company shall, in its sole discretion and to the
extent possible under the structure of the Transaction, select one of the
following alternatives for treating the Option:

          7.1 The Option shall remain in effect in accordance with its terms.

          7.2 The Option shall be converted into an option to purchase stock or
other equity interest in one or more of the corporations or other entities,
including the Company, that are the surviving or acquiring entities in the
Transaction. The amount, type of securities subject thereto and exercise price
of the converted Option shall be determined by the Company, taking into account
the relative values of the companies involved in the Transaction and the
exchange rate, if any, used in determining shares of, or other equity interest
in, the surviving entity or entities to be held by holders of shares of the
Company following the Transaction. The converted Option shall be vested only to
the extent that the vesting requirements relating to the Option have been
satisfied. Optionee understands that if the Option is converted pursuant to this
Section 7.2 into a right to acquire an equity interest in an entity other than a
corporation, the Option will cease to qualify as an Incentive Stock Option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.

          7.3 The Company shall provide a period of 30 days or less before the
completion of the Transaction during which the Option may be exercised to the
extent then exercisable, and upon the expiration of that period, the Option
shall immediately terminate. The Company may, in its sole discretion, accelerate
the exercisability of the Option so that the Option is exercisable in full
during that period.

     8. DISSOLUTION. In the event of the dissolution of the Company, the Company
shall provide a period of 30 days or less before the dissolution of the Company
during which the Option may be exercised to the extent then exercisable, and
upon the expiration of that period,


                                       A-5



the Option shall immediately terminate. The Company may, in its sole discretion,
accelerate the exercisability of the Option so that the Option is exercisable in
full during that period.

     9. RESTRICTIONS ON TRANSFER OF SHARES. Any shares purchased under this
Option will be subject to the restrictions on transfer, if any, included in the
Company's articles of incorporation.

     10. CONDITIONS ON OBLIGATIONS. The Company shall not be obligated to issue
shares of Common Stock upon exercise of the Option if the Company is advised by
its legal counsel that such issuance would violate applicable state or federal
laws, including securities laws. The Company will use its best efforts to take
steps required by state or federal law or applicable regulations in connection
with issuance of shares upon exercise of the Option.

     11. NO RIGHT TO EMPLOYMENT OR SERVICE. Nothing in the Plan or this
Agreement shall (i) confer upon the Optionee any right to be continued in the
employment of an Employer or interfere in any way with the Employer's right to
terminate the Optionee's employment at will at any time, for any reason, with or
without cause, or to decrease the Optionee's compensation or benefits, or (ii)
confer upon the Optionee any right to be retained or employed by the Employer or
to the continuation, extension, renewal or modification of any compensation,
contract or arrangement with or by the Employer.

     12. SUCCESSORS OF COMPANY. This Agreement shall be binding upon and shall
inure to the benefit of any successor of the Company but, except as provided
herein, the Option may not be assigned or otherwise transferred by the Optionee.

     13. NOTICES. Any notices under this Agreement must be in writing and will
be effective when actually delivered or, if mailed, three days after deposit
into the United States mail by registered or certified mail, postage prepaid.
Mail shall be directed to the addresses stated on the face page of this
Agreement or to such address as a party may certify by notice to the other
party.

     14. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock until the date the
Optionee becomes the holder or record of those shares. No adjustment shall be
made for dividends or other rights for which the record date occurs before the
date the Optionee becomes the holder of record.

     15. AMENDMENTS. The Company may at any time amend this Agreement if the
amendment does not adversely affect the Optionee. Otherwise, this Agreement may
not be amended without the written consent of the Optionee and the Company.

     16. GOVERNING LAW. This Agreement shall be governed by the laws of the
state of South Dakota.

     17. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the Optionee and the Company, both oral and written concerning the
matters addressed herein, and all prior agreements or representations concerning
the matters addressed herein, whether written or oral, express or implied, are
terminated and of no further effect.


                                       A-6

EX-10.3

                                                                    EXHIBIT 10.3

                           VERASUN ENERGY CORPORATION

                      NON-STATUTORY STOCK OPTION AGREEMENT

     This Agreement is between VeraSun Energy Corporation, a South Dakota
corporation (the "Company"), and ____________ (the "Optionee"), pursuant to the
Company's Stock Incentive Plan (the "Plan"). The Company and the Optionee agree
as follows:

     1. OPTION GRANT. The Company grants to the Optionee on the terms and
conditions of this Agreement the right and the option (the "Option") to purchase
all or any part of __________________ shares of the Company's Common Stock at a
purchase price of $_______ per share. The terms and conditions of the Option
grant set forth in attached Exhibit A are incorporated into and made a part of
this Agreement. The Option is intended not to be an Incentive Stock Option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended.

     2. GRANT DATE; EXPIRATION DATE. The Grant Date for this Option is
____________. The Option shall continue in effect until the tenth anniversary of
the Grant Date (the "Expiration Date") unless earlier terminated as provided in
Sections 2, 6 or 7 of Exhibit A. The Option shall not be exercisable on or after
the Expiration Date.

     3. EXERCISE OF OPTION. The Vesting Reference Date of this Option is
___________. The Option will become exercisable in accordance with Section 1 of
Exhibit A.

     The parties have executed this Agreement in duplicate as of the Grant Date.

VERASUN ENERGY CORPORATION              OPTIONEE


By:                                     Name:
    ---------------------------------         ----------------------------------
Name:                                   Address:
      -------------------------------            -------------------------------
Title:
       ------------------------------            -------------------------------
       100 22nd Avenue
       Brookings, SD 57006                       -------------------------------



                           VERASUN ENERGY CORPORATION

                                  EXHIBIT A TO
                             STOCK OPTION AGREEMENT

     1. TIME OF EXERCISE OF OPTION.

          1.1 VESTING SCHEDULE. Until it expires or is terminated as provided in
Sections 2, 6 or 7 of this Exhibit A, the Option may be exercised from time to
time to purchase whole shares as to which it has become exercisable. The Option
shall become exercisable for ___% of the shares on the first anniversary of the
Vesting Reference Date, ___% of the shares on the second anniversary of the
Vesting Reference Date, ___% of the shares on the third anniversary of the
Vesting Reference Date, ___% of the shares on the fourth anniversary of the
Vesting Reference Date, and ___% of the shares on the fifth anniversary of the
Vesting Reference Date, so that the Option will be fully exercisable with
respect to all of the shares on ________.

          1.2 EARLY VESTING. Notwithstanding Section 1.1, the Option shall
become fully exercisable if, during the period beginning two months before a
Change of Control and ending 12 months after a Change in Control, Optionee's
employment by the Company shall be terminated (A) by the Company other than for
Cause, Total Disability or death or (B) by Optionee for Good Reason based on an
event occurring during such period.

          1.3 DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings specified.

               (A) "Cause" shall mean (1) the willful and continued failure by
     Optionee substantially to perform Optionee's reasonably assigned duties
     with the Company, other than a failure resulting from Optionee's incapacity
     due to physical or mental illness or impairment, after a written demand for
     performance has been delivered to Optionee by the Chief Executive Officer
     or the President which specifically identifies the manner in which the CEO
     or the President believes that Optionee has not substantially performed
     Optionee's duties, or (2) the willful engagement by Optionee in illegal
     conduct, or the conviction of guilty or entering of a nolo contendere plea
     to a felony, which is materially and demonstrably injurious to the Company,
     (3) the willful failure by Optionee to follow material written Company
     policies or (4) the commission of an act by Optionee, or the failure by
     Optionee to act, which constitutes gross negligence or gross misconduct.
     For purposes of this definition, no act, or failure to act, on Optionee's
     part shall be considered "willful" unless done, or omitted to be done, by
     Optionee in bad faith.

               (B) "Change in Control" shall mean the occurrence of any of the
     following events:

                    (1) The approval by the shareholders of the Company of:

                         (a) any consolidation, merger or plan of share exchange
               involving the Company (a "Merger") as a result of which the
               holders of


                                      A-1




               outstanding securities of the Company ordinarily having the right
               to vote for the election of directors ("Voting Securities")
               immediately prior to the Merger do not continue to hold at least
               50% of the combined voting power of the outstanding Voting
               Securities of the surviving or continuing entity immediately
               after the Merger, disregarding any Voting Securities issued or
               retained by such holders in respect of securities of any other
               party to the Merger;

                         (b) any sale, lease, exchange or other transfer (in one
               transaction or a series of related transactions) of all, or
               substantially all, the assets of the Company; or

                         (c) the adoption of any plan or proposal for the
               liquidation or dissolution of the Company;

                    (2) At any time during a period of two consecutive years,
          individuals who at the beginning of such period constituted the Board
          of Directors of the Company ("Incumbent Directors") shall cease for
          any reason to constitute at least a majority thereof; provided,
          however, that the term "Incumbent Director" shall also include each
          new director elected during such two-year period whose nomination or
          election was approved by two-thirds of the Incumbent Directors then in
          office; or

                    (3) Any "person" or "group" (within the meaning of Sections
          13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended
          (the "Act")) shall, as a result of a tender or exchange offer, open
          market purchases or privately negotiated purchases from anyone other
          than the Company, have become the beneficial owner (within the meaning
          of Rule 13d-3 under the Act), directly or indirectly, of Voting
          Securities representing twenty percent (20%) or more of the combined
          voting power of the then outstanding Voting Securities.

               (C) "Good Reason" shall mean:

                    (1) a diminution of Optionee's status, title, position(s) or
          responsibilities from Optionee's status, title, position(s) and
          responsibilities as in effect immediately prior to the Change of
          Control (or two months before the Change in Control) or the assignment
          to Optionee of any duties or responsibilities which are inconsistent
          with such status, title, position(s) or responsibilities, or any
          removal of Optionee from such position(s), except in connection with
          the termination of Optionee's employment for Cause, Total Disability
          or as a result of Optionee's death or voluntarily by Optionee other
          than for Good Reason and provided that Good Reason shall not exist if
          Optionee has the same status, title, position(s) and responsibilities
          after the Change in Control but the Company is no longer a publicly
          held company or is a wholly owned subsidiary of another company;


                                      A-2




                    (2) a reduction by the Company in Optionee's rate of base
          salary, bonus or incentive opportunity (other than as part of any
          general salary reduction that may be implemented for all of the
          Company's employees) or a substantial reduction in benefits other than
          a reduction in benefits applicable to substantially all employees; or

                    (3) the Company's requiring Optionee to be based anywhere
          other than the _______________ area except for reasonably required
          travel on the Company's business.

               (D) "Total Disability" has the meaning set forth in Section 2.3.

     2. TERMINATION OF EMPLOYMENT OR SERVICE.

          2.1 GENERAL RULE. Except as provided in this Section 2, the Option may
not be exercised unless at the time of exercise the Optionee is employed by or
in the service of the Company and shall have been so employed or provided such
service continuously since the Grant Date. For purposes of this Exhibit A, the
Optionee is considered to be employed by or in the service of the Company if the
Optionee is employed by or in the service of the Company or any parent or
subsidiary of the Company (an "Employer").

          2.2 TERMINATION GENERALLY. If the Optionee's employment or service
with the Company terminates for any reason other than because of Total
Disability or death as provided in Sections 2.3 or 2.4, the Option may be
exercised at any time before the Expiration Date or the expiration of 90 days
after the date of termination, whichever is the shorter period, but only if and
to the extent the Optionee was entitled to exercise the Option at the date of
termination.

          2.3 TERMINATION BECAUSE OF TOTAL DISABILITY. If the Optionee's
employment or service with the Company terminates because of Total Disability,
the Option may be exercised at any time before the Expiration Date or before the
date 12 months after the date of termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise the Option
at the date of termination. The term "Total Disability" means a medically
determinable mental or physical impairment that is expected to result in death
or has lasted or is expected to last for a continuous period of 12 months or
more and that, in the opinion of the Company and two independent physicians,
causes the Optionee to be unable to perform duties as an employee, director,
officer or consultant of the Employer and unable to be engaged in any
substantial gainful activity. Total Disability shall be deemed to have occurred
on the first day after the two independent physicians have furnished their
written opinion of Total Disability to the Company and the Company has reached
an opinion of Total Disability.

          2.4 TERMINATION BECAUSE OF DEATH. If the Optionee dies while employed
by or in the service of the Company, the Option may be exercised at any time
before the Expiration Date or before the date 12 months after the date of death,
whichever is the shorter period, but only if and to the extent the Optionee was
entitled to exercise the Option at the date of death and only by the person or
persons to whom the Optionee's rights under the Option shall pass by the


                                      A-3



Optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.

          2.5 LEAVE OF ABSENCE. Absence on leave approved by the Employer or on
account of illness or disability shall not be deemed a termination or
interruption of employment or service. Vesting of the Option shall continue
during a medical, family or military leave of absence, whether paid or unpaid,
and vesting of the Option shall be suspended during any other unpaid leave of
absence.

          2.6 FAILURE TO EXERCISE OPTION. To the extent that following
termination of employment or service, the Option is not exercised within the
applicable periods described above, all further rights to purchase shares
pursuant to the Option shall cease and terminate.

     3. METHOD OF EXERCISE OF OPTION. The Option may be exercised only by notice
in writing from the Optionee to the Company of the Optionee's binding commitment
to purchase shares, specifying the number of shares the Optionee desires to
purchase under the Option and the date on which the Optionee agrees to complete
the transaction, which may not be more than 30 days after delivery of the
notice, and, if required to comply with the Securities Act of 1933, containing a
representation that it is the Optionee's intention to acquire the shares for
investment and not with a view to distribution. On or before the date specified
for completion of the purchase, the Optionee must pay the Company the full
purchase price of those shares in cash or by check, or in whole or in part in
Common Stock of the Company valued at fair market value provided such Common
Stock has been previously acquired and held by the Optionee for at least six
months. The fair market value of Common Stock provided in payment of the
purchase price shall be the closing price of the Common Stock last reported
before the time payment in Common Stock is made or, if earlier, committed to be
made, if the Common Stock is publicly traded, or another value of the Common
Stock as specified by the Board of Directors. No shares shall be issued until
full payment for the shares has been made, including all amounts owed for tax
withholding. The Optionee shall, immediately upon notification of the amount
due, if any, pay to the Company in cash or by check amounts necessary to satisfy
any applicable federal, state and local tax withholding requirements. If
additional withholding is or becomes required (as a result of exercise of the
Option or as a result of disposition of shares acquired pursuant to exercise of
the Option) beyond any amount deposited before delivery of the certificates, the
Optionee shall pay such amount to the Company, in cash or by check, on demand.
If the Optionee fails to pay the amount demanded, the Company or the Employer
may withhold that amount from other amounts payable to the Optionee, including
salary, subject to applicable law.

     4. NONTRANSFERABILITY. The Option is nonassignable and nontransferable by
the Optionee, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the Optionee's
domicile at the time of death, and during the Optionee's lifetime, the Option is
exercisable only by the Optionee.

     5. STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common Stock of the
Company is hereafter increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any stock split, combination of shares, dividend payable in shares,
recapitalization or reclassification, appropriate adjustment shall be made by
the Company in (i) the number and kind of shares


                                      A-4



subject to the Option, or the unexercised portion thereof, and (ii) the Option
price per share, so that the Optionee's proportionate interest before and after
the occurrence of the event is maintained. Notwithstanding the foregoing, the
Company shall have no obligation to effect any adjustment that would or might
result in the issuance of fractional shares, and any fractional shares resulting
from any adjustment may be disregarded or provided for in any manner determined
by the Company. Any such adjustments made by the Company shall be conclusive.

     6. MERGERS, REORGANIZATIONS, ETC. In the event of a merger, consolidation,
plan of exchange, acquisition of property or stock, split-up, split-off,
spin-off, reorganization or liquidation to which the Company is a party or any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the Company
(each, a "Transaction"), the Company shall, in its sole discretion and to the
extent possible under the structure of the Transaction, select one of the
following alternatives for treating the Option:

          6.1 The Option shall remain in effect in accordance with its terms.

          6.2 The Option shall be converted into an option to purchase stock or
other equity interest in one or more of the corporations or other entities,
including the Company, that are the surviving or acquiring entities in the
Transaction. The amount, type of securities subject thereto and exercise price
of the converted Option shall be determined by the Company, taking into account
the relative values of the companies involved in the Transaction and the
exchange rate, if any, used in determining shares of, or other equity interest
in, the surviving entity or entities to be held by holders of shares of the
Company following the Transaction. The converted Option shall be vested only to
the extent that the vesting requirements relating to the Option have been
satisfied.

          6.3 The Company shall provide a period of 30 days or less before the
completion of the Transaction during which the Option may be exercised to the
extent then exercisable, and upon the expiration of that period, the Option
shall immediately terminate. The Company may, in its sole discretion, accelerate
the exercisability of the Option so that the Option is exercisable in full
during that period.

     7. DISSOLUTION. In the event of the dissolution of the Company, the Company
shall provide a period of 30 days or less before the dissolution of the Company
during which the Option may be exercised to the extent then exercisable, and
upon the expiration of that period, the Option shall immediately terminate. The
Company may, in its sole discretion, accelerate the exercisability of the Option
so that the Option is exercisable in full during that period.

     8. RESTRICTIONS ON TRANSFER OF SHARES. Any shares purchased under this
Option will be subject to the restrictions on transfer, if any, included in the
Company's articles of incorporation.

     9. CONDITIONS ON OBLIGATIONS. The Company shall not be obligated to issue
shares of Common Stock upon exercise of the Option if the Company is advised by
its legal counsel that such issuance would violate applicable state or federal
laws, including securities laws. The


                                      A-5



Company will use its best efforts to take steps required by state or federal law
or applicable regulations in connection with issuance of shares upon exercise of
the Option.

     10. NO RIGHT TO EMPLOYMENT OR SERVICE. Nothing in the Plan or this
Agreement shall (i) confer upon the Optionee any right to be continued in the
employment of an Employer or interfere in any way with the Employer's right to
terminate the Optionee's employment at will at any time, for any reason, with or
without cause, or to decrease the Optionee's compensation or benefits, or (ii)
confer upon the Optionee any right to be retained or employed by the Employer or
to the continuation, extension, renewal or modification of any compensation,
contract or arrangement with or by the Employer.

     11. SUCCESSORS OF COMPANY. This Agreement shall be binding upon and shall
inure to the benefit of any successor of the Company but, except as provided
herein, the Option may not be assigned or otherwise transferred by the Optionee.

     12. NOTICES. Any notices under this Agreement must be in writing and will
be effective when actually delivered or, if mailed, three days after deposit
into the United States mail by registered or certified mail, postage prepaid.
Mail shall be directed to the addresses stated on the face page of this
Agreement or to such address as a party may certify by notice to the other
party.

     13. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock until the date the
Optionee becomes the holder or record of those shares. No adjustment shall be
made for dividends or other rights for which the record date occurs before the
date the Optionee becomes the holder of record.

     14. AMENDMENTS. The Company may at any time amend this Agreement if the
amendment does not adversely affect the Optionee. Otherwise, this Agreement may
not be amended without the written consent of the Optionee and the Company.

     15. GOVERNING LAW. This Agreement shall be governed by the laws of the
state of South Dakota.

     16. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement
between the Optionee and the Company, both oral and written concerning the
matters addressed herein, and all prior agreements or representations concerning
the matters addressed herein, whether written or oral, express or implied, are
terminated and of no further effect.


                                      A-6

EX-10.4

                                                                    EXHIBIT 10.4

                    STOCK TRANSFER RESTRICTION AGREEMENT AND
                    AMENDMENTS TO SITE ACQUISITION AGREEMENT

DATED:   June 14, 2006

AMONG:   VERASUN ENERGY CORPORATION
         Attn: President
         100 22nd Ave.
         Brookings, SD 57006
         Fax no.: (605) 696-7250                       "VERASUN"

AND:     AMERICAN MILLING, LP
         Attn: President
         P.O. Box 5005
         Fox Terminal Road
         Cahokia, IL 62206
         Fax no.: (618) 337-8848                       "AMERICAN"

AND:     Other Parties Listed on the Signature Pages   "INVESTORS"
         c/o President, American Milling, LP
         P.O. Box 5005
         Fox Terminal Road
         Cahokia, IL 62206
         Fax No.: (618) 337-8848

                                    RECITALS

     A. VeraSun and American are parties to the Site Acquisition Agreement dated
May 22, 2006 (the "SITE AGREEMENT") governing the acquisition of rights by
VeraSun to purchase or lease greenfield sites designated by American for the
construction of fuel-grade ethanol production facilities, on the terms and
conditions set forth in the Site Agreement, and to a separate agreement relating
to consulting and other services (the "SERVICES AGREEMENT"). Capitalized terms
not otherwise defined herein shall have the meanings set forth in the Site
Agreement.

     B. As of the date of this Stock Transfer Restriction Agreement and
Amendments to Site Acquisition Agreement (this "AGREEMENT"), the United States
Securities and Exchange Commission has declared VeraSun's Registration Statement
on Form S-1 (File No. 333-132861) effective.

     C. Morgan Stanley & Co. Incorporated ("MS&CO") and Lehman Brothers, Inc.,
the underwriters of the IPO (the "UNDERWRITERS"), have offered to sell an
aggregate of 1,086,955 shares of VeraSun Stock to American and the Investors in
the IPO (the "IPO SHARES") subject to their execution and delivery of a "lock
up" agreement with the Underwriters substantially in the form attached hereto as
EXHIBIT 1.

     D. American and the Investors executed and delivered the "lock up"
agreement to the Underwriters.



     E. VeraSun, American and the Investors desire to impose additional
restrictions on the transferability of the IPO Shares and to amend the Site
Agreement.

     In consideration of the mutual promises and covenants contained in this
Agreement and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

     1. RESTRICTIONS ON TRANSFER. In addition to the restrictions contained in
the "lock up" agreement referenced in Recitals C and D above, the IPO Shares
shall be subject to the additional restrictions described in this Section 1. No
IPO Shares, nor any interest in such shares, may be assigned, encumbered,
disposed of, or transferred (including transfer by operation of law) until the
Restriction Period with respect to such IPO Shares has lapsed. "RESTRICTION
PERIOD" means, (a) with respect to 50% of the IPO Shares, the first anniversary
of the settlement date of purchase of such shares (the "PURCHASE DATE"), (b)
with respect to 25% of the IPO Shares, the second anniversary of the Purchase
Date, and (c) with respect to 25% of the IPO Shares, the third anniversary of
the Purchase Date. VeraSun will not be required (a) to transfer on its books any
IPO Shares that have been sold or transferred in violation of any of the
provisions set forth in this Section 1 or (b) to treat as owner of such IPO
Shares or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such IPO Shares purport to have been so transferred. American
will hold the IPO Shares with MS&Co in custody until the applicable Restriction
Period has lapsed in accordance with a Custody Agreement substantially in the
form attached as EXHIBIT 2. While the IPO shares are custodied at MS&Co,
American will direct MS&Co to send duplicate statements for the account to
VeraSun. Immediately prior to the end of the applicable Restriction Period,
American and each Investor will deliver to VeraSun a statement certifying to
VeraSun that American, the Investors and the Covered Persons (as defined in the
Services Agreement) are in compliance with this Section 1 and with Section 5.03
of the Site Agreement.

     2. REMEDY FOR BREACHES OF SECTION 5.03 OF THE SITE AGREEMENT. If American
or any Covered Person breaches Section 5.03 of the Site Agreement, VeraSun shall
have the right to repurchase any or all of the IPO Shares at the per share price
to the public for such shares in the IPO. Such repurchase shall be completed
promptly after notice to American and the Investors, and in any event within 10
days after such notice.

     3. LEGENDS. The certificates evidencing the IPO Shares shall bear the
following legend, with the last day of the applicable Restriction Period
inserted in such legend:

     "UNTIL _____, 200_, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
     TO CERTAIN RESTRICTIONS UPON TRANSFER AS SET FORTH IN A STOCK TRANSFER
     RESTRICTION AGREEMENT AND AMENDMENTS TO SITE ACQUISITION AGREEMENT BETWEEN
     THE CORPORATION AND THE REGISTERED HOLDER, COPIES OF EACH OF WHICH ARE ON
     FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION, AND MAY NOT BE SOLD OR
     OTHERWISE TRANSFERRED BEFORE THAT DATE EXCEPT PURSUANT TO A


                                        2



     REPURCHASE BY THE CORPORATION IN ACCORDANCE WITH SECTION 1 OF THAT
     AGREEMENT."

     As soon as practicable after the applicable Restriction Period with respect
to IPO Shares has lapsed and VeraSun has received the applicable certification
described in Section 1 of this Agreement, VeraSun shall direct its transfer
agent to remove the foregoing legend from the certificate representing such IPO
Shares.

     4. AMENDMENTS TO THE SITE AGREEMENT.

          4.1 Section 1.01 of the Site Agreement is hereby amended to read in
its entirety as follows:

          "1.01 DESIGNATED SITES. American shall designate at least four sites
     for purchase or lease from among the five sites (the "PRIMARY SITES")
     listed on Schedule 1 hereto or other additional sites after American has
     obtained options or other rights ("PROPERTY RIGHTS") that would enable
     VeraSun or its designee, as an assignee of American, to purchase or lease
     the sites (each, a "DESIGNATED SITE"); provided that American shall submit
     one of the Primary Sites to VeraSun for purchase or lease within three
     months after the date of this Agreement. The Property Rights must not
     expire earlier than 120 days after submission of a Designated Site for
     approval pursuant to Section 1.03 unless VeraSun otherwise agrees in
     writing."

          4.2 The first sentence of Section 1.03 of the Site Agreement is hereby
amended to read in its entirety as follows:

          "After American has identified a Designated Site, conducted an
     evaluation and obtained the associated Property Rights, American shall
     submit such Designated Site to VeraSun for acceptance."

          4.3 Section 5.03 is hereby added to the Site Agreement as follows:

          5.03 EXCLUSIVITY. During the Term of this Agreement (as defined below)
     and for a period of three years thereafter, American agrees that neither
     American nor any of the Covered Persons (as defined in the Services
     Agreement, dated June 14, 2006, among the parties) will, either directly or
     indirectly, solicit, entertain or conduct discussions with any person with
     respect to any offer for the purchase or sale of any site for construction
     of an ethanol facility, including the sites identified on Schedule 1. For
     this purpose, the term "PERSON" shall include any corporation, company,
     group, partnership or other entity or individual. The restrictions
     contained in this Section 5.03 shall terminate immediately if VeraSun
     rejects three of the Primary Sites or two of the three sites identified in
     Schedule 1 as "KEY SITES" (a "REJECTION EVENT").

          4.4 Section 8.01 of the Site Agreement is hereby amended to read in
its entirety as follows:


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          "8.01 TERM; RIGHT OF PARTIES TO TERMINATE. This Agreement will
     terminate two years after the date hereof (the "TERM OF THIS AGREEMENT")
     and may be terminated earlier as follows:

               8.01-1 by mutual written agreement of VeraSun and American;

               8.01-2 by VeraSun, if American shall have breached any of its
          obligations or representations hereunder in any material respect; or

               8.01-3 by American, if VeraSun shall have breached any of its
          obligations or representations hereunder in any material respect."

          4.5 The following clause is hereby added to the second sentence of
Section 8.02 of the Site Agreement:

     , and except for Section 5.03 which section will continue for a period of
     three years after termination of this Agreement, but only upon a
     termination by VeraSun pursuant to Section 8.01-2.

     5. EFFECT OF AMENDMENTS. The amendments to the Site Agreement set forth in
Section 4 of this Agreement are not intended to supersede or amend the Site
Agreement, except as specifically set forth in Section 4 of this Agreement. All
other terms of the Site Agreement shall remain in full force and effect. In the
event of a conflict, then the terms of this Agreement shall govern. The
termination of the Site Agreement shall have no effect on this Agreement which
shall remain in full force and effect.

     6. BENEFIT AND ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns. No party hereto may voluntarily or involuntarily assign such party's
interest under this Agreement without the prior written consent of the other
parties; provided, however, that VeraSun may assign its purchase rights to an
Accepted Site to an affiliate of VeraSun.

     7. ENTIRE AGREEMENT. This Agreement, the Site Agreement, the Services
Agreement and the Schedules and Exhibits referred to therein, and the
Confidentiality Agreement between VeraSun and American dated March 14, 2006,
embody the entire agreement and understanding of the parties and supersede any
and all prior agreements, arrangements and understandings relating to matters
provided for herein and therein.

     8. AMENDMENT, WAIVER, ETC. The provisions of this Agreement may be amended
or waived only by an instrument in writing signed by the party against which
enforcement of such amendment or waiver is sought. Any waiver of any term or
condition of this Agreement or any breach hereof shall not operate as a waiver
of any other such term, condition or breach, and no failure to enforce any
provision hereof shall operate as a waiver of such provision or of any other
provision hereof.

     9. GOVERNING LAW. The construction and performance of this Agreement will
be governed by the laws of the state of South Dakota (except for the conflicts
of law provisions thereof).


                                        4



     10. NOTICES. All notices required or permitted to be given under this
Agreement shall be in writing. Notices may be delivered by certified or
registered mail, postage paid with return receipt requested; by private courier
prepaid; by facsimile or other telecommunication device capable of transmitting
or creating a written record; or personally. Mailed notices shall be deemed
received five days after mailing, properly addressed. Couriered notices shall be
deemed received on the date that the courier warrants that delivery will occur.
Telecommunicated notices shall be deemed received when receipt is either
confirmed by confirming transmission equipment or acknowledged by the addressee
or its office. Personal delivery shall be effective when accomplished. If a
notice is provided under this Agreement, it shall be delivered, mailed or sent
to the address for the relevant party set forth on the first page of this
Agreement or to such other address for such party as shall be furnished in
accordance with this Section 10.

     11. ATTORNEYS' FEES. If suit or action is filed by any party to enforce the
provisions of this Agreement or otherwise with respect to the subject matter of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees as fixed by the trial court and, if any appeal is taken from the
decision of the trial court, reasonable attorneys' fees as fixed by the
appellate court. For purposes of this Agreement, the term "PREVAILING PARTY"
shall be deemed to include a party that successfully opposes a petition for
review filed with an appellate court.

     12. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.

                      [SIGNATURE PAGE FOLLOWS ON NEXT PAGE]


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

     VERASUN:                           VERASUN ENERGY CORPORATION


                                        By: /s/ Donald L. Endres
                                            ------------------------------------
                                        Name: Donald L. Endres
                                        Title: Chief Executive Officer


     AMERICAN:                          AMERICAN MILLING, LP


                                        By: /s/ David Jump
                                            ------------------------------------
                                        Name: David Jump
                                        Title: President


     INVESTORS:                         BAAKA L.L.C.


                                        By: /s/ Michael Heiy
                                            ------------------------------------
                                        Name: Michael Heiy
                                        Title: Authorized Signer


                                        DAVID JUMP IRA


                                        By: /s/ David Jump
                                            ------------------------------------
                                        Name: David Jump
                                        Title: Authorized Signer


                                        DAVID JUMP ROTH IRA


                                        By: /s/ David Jump
                                            ------------------------------------
                                        Name: David Jump
                                        Title: Authorized Signer


                                       6



     The following exhibits to the Agreement have been omitted and will be
provided to the Securities and Exchange Commission upon request:

          Exhibit 1   Lock-up Agreement
          Exhibit 2   Custody Agreement


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