JOINT VENTURE AGREEMENT

On or before the Effective Date, the Parties shall organize the Company as a limited liability company under the laws of the State of Illinois by filing the Articles of Organization, in the form attached hereto as Exhibit 1, with the Illinois Secretary of State’s office.

The name of the Company shall be Ethanex Southern Illinois, LLC.

Subject to the terms and conditions of this JV Agreement, on the Effective Date, the Parties shall adopt and execute the Operating Agreement in the form attached hereto as Exhibit 2. The Operating Agreement shall more fully set forth the rights and obligations of the Members in the Company and, to the extent permitted by applicable law, shall be consistent with the terms of this JV Agreement.

The duration of the Company shall be perpetual subject to the provisions of this JV Agreement and the Operating Agreement.

The purpose of the Company will be to (i) construct and operate the Plant, (ii) develop, manufacture, distribute and sell ethanol and ethanol-based products, and (iii) engage in all activities necessary, customary, convenient or incident to the activities described herein.

Upon the signing of this JV Agreement, Ethanex shall make an initial capital contribution to the Company in the form of the Deposit.

In the event that this JV Agreement is terminated before the Effective Date or the Parties, for any reason, are unable to come to agreement on the Related Agreements or any other definitive transaction documents, then the Company shall be obligated to refund the Deposit to Ethanex.

In the event, however, the Related Agreements and any other definitive transaction documents necessary for the JV contemplated hereby are entered into and the JV is subsequently terminated, the Deposit shall be treated as a portion of Ethanex’s initial capital contribution.

Upon the Effective Date, and contemporaneously with the execution of the Related Agreements, Ethanex shall contribute management expertise, goodwill and tangible and intangible assets of Ethanex. Ethanex will also undertake to raise the project financing necessary to complete construction of the Plant in part through the sale of Ethanex securities.

Subject to adjustment as set forth in this Section 4.2, Star shall make an initial capital contribution of Eleven Million Two Hundred and Fifty Thousand Dollars ($11,250,000) an amount representing the anticipated equity contribution necessary for Star to secure a fifteen percent 15% equity interest in the Plant based upon an anticipated Two Hundred and Fifty Million Dollar ($250,000,000) cost of construction with seventy percent (70%) leverage. One half (1/2) of such contribution or Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000) shall be due within 60 days of the Effective Date. Star shall contribute the amounts called for in this Section 4.2 in cash, or in the form of the Star Assets at a mutually agreed upon valuation. The Parties anticipate that on or before March 31, 2007, the Company and its and the Company’s designated EPC contractor will determine the fixed price to construct the Plant. On or before the earlier of the Mechanical Completion Date and September 31, 2008, Star shall contribute an amount in cash equal to the difference of Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000) (or such other amount actually contributed pursuant to Section 4.2 above), and fifteen percent (15%) of the actual equity cost to construct the Plant. At such time, Star shall have the right to contribute an additional amount in cash to bring the total amount contributed to twenty-five (25%) of the actual equity cost to construct the Plant. By way of example: (a) within 60 days of the Effective Date Star contributes cash and Star Assets with an agreed upon value of Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000), (b) the actual (anticipated) cost to construct the Plant is Two Hundred Million Dollars ($200,000,000) with seventy-five percent (75%) leverage (i.e. Fifty Million ($50,000,000) of equity required), (c) Star would be required to contribute an additional One Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000) on or before the Mechanical Completion Date and September 31, 2008 in order to preserve its fifteen percent (15%) interest in the Company, but shall have the right to contribute up to an additional Six Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,000) in order to secure a 25%) interest in the Company. In the event that the actual cost to complete the Plant exceeds the amount anticipated on the earlier of the Mechanical Completion Date and September 31, 2008, each of the Parties shall have the right to make additional capital contributions necessary to preserve the anticipated seventy-five percent (75%) - twenty-five percent (25%) ownership ratio between Ethanex and Star, respectively. Notwithstanding the amount of any such cost overrun, Star shall be required to contribute an amount sufficient to preserve a minimum fifteen percent (15%) ownership interest in the Company.

Ethanex hereby agrees to advance Star up to Four Million Dollars ($4,000,000) to be applied to Star’s initial capital contribution.Such advance will take the form of a senior subordinated debenture bearing interest at the rate of 11% per year, compounded quarterly. In the event Ethanex loans funds to Star to enable Star to make its initial capital contribution as contemplated in the previous sentence, such loan will be repaid, interest first, out of distributions made pursuant to the Operating Agreement.

The capital contribution provided by Ethanex pursuant to Section 4.1 above shall be used by the Company to fund the capitalizable assets of the Company including, without limitation, the design, engineering and construction costs of the Plant and the purchase of equipment to be used in the operation of the Plant.

The capital contribution provided by Star pursuant to Section 4.2 above shall be used by the Company, to the extent practical, to facilitate the construction and operation of the Plant, and to serve as security for third party financing to fund the capitalizable assets of the Company including, without limitation, the design, engineering and construction costs of the Plant and the purchase of equipment to be used in the operation of the Plant.

Subject to the satisfaction of each Party’s contribution obligations as set forth in Article 4 above, the Membership Interests of the Company shall be owned seventy-five percent (75%) by Ethanex and twenty-five percent (25%) by Star; provided, however, that in the event Star fails to meet its financial obligations, then its ownership percentage shall be reduced proportionately.

Without the prior written consent of the other Party, a Party shall not acquire, by purchase or otherwise, directly or indirectly, ownership or voting control of Membership Interests of the Company representing more than the other Party’s Membership Interest of the Company on a fully diluted basis. Profits and losses of the Company shall be allocated among the Parties in accordance with their relative Membership Interests.