JOINT VENTURE AGREEMENT

Joint Venture JV Agreement

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This Joint Venture JV Agreement involves

Ethanex Energy North America, Inc | SEMO Milling, LLC

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Title: JOINT VENTURE AGREEMENT
Governing Law: Missouri Date: 11/15/2006
Industry: CHMMFG Law Firm: McGuireWoods LLP Sector: BASICM

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Exhibit 10.14

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the “JV Agreement“) is made and entered into effective as of August 4, 2006, by and between SEMO Milling, LLC, a Missouri limited liability company (“SEMO”), and Ethanex Energy North America, Inc., a Delaware corporation (“Ethanex”). SEMO and Ethanex shall be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. The Parties signed a non-binding letter of intent dated July 3, 2006, as subsequently amended (the “LOI”) regarding the establishment of a joint venture company to develop, commercialize and exploit certain technology of SEMO in connection with the production, distribution and sale of ethanol and ethanol-related products and corn and corn-based products from SEMO’s Cape Girardeau, Missouri facility.

B. The Parties now desire to formally organize a limited liability company under the laws of the State of Missouri (the “Company”) through which they will develop, manufacture, distribute, use, and sell ethanol and ethanol-based products and corn and corn-based products.

C. Each Party shall collaborate and lend its expertise to the successful achievement of the Company’s commercial objectives.

D. The Parties enter into this JV Agreement to set out the terms governing the management and operations of the Company and the Parties’ investment and relationship as Members in the Company.

NOW, THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and the mutual promises, agreements and covenants set forth in this JV Agreement, SEMO and Ethanex agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

In this JV Agreement, unless otherwise clearly indicated by the context, the following terms, whether used in singular or plural forms, shall have the following meanings:

1.1	“Articles of Organization” means the Articles of Organization to be filed with the Missouri Secretary of State’s office for purposes of legally organizing the Company, in the form attached hereto as Exhibit 1.

1.2	“Assignment Agreement” means the Assignment Agreement between Ethanex and the Company, in the form attached hereto as Exhibit 5, to be executed on the Effective Date pursuant to Section 8.1 of this JV Agreement.

1.3	“Construction Completion Date” means December 31, 2007.

1.4	“Construction Start Date” means January 15, 2007.

1.5	“Contribution Agreement” means the Contribution Agreement between SEMO and the Company, in the form attached hereto as Exhibit 3, to be executed on the Effective Date pursuant to Section 8.3 of this JV Agreement.

1.6	“Corn Mill” means the dry corn mill and custom bagging and logistics facility owned and operated by SEMO at the Plant Site.

1.7	“Corn Processing Solutions, LLC” or “CPS” means the Colorado limited liability company managed by SEMO.

1.8	“Deposit” means the sum of $2,000,000 to be paid by Ethanex to the Company, as more fully described in Article 3 below.

1.9	“Effective Date” means November 20, 2006.

1.10

“Governmental Authority” means the United States of America, any state, commonwealth, territory or possession thereof and any political subdivision or quasi-governmental authority of any of the same, including but not limited to courts, tribunals, departments, commissions, boards, bureaus, agencies, counties, municipalities, and other instrumentalities.

1.11	“Operating Agreement” means the Operating Agreement of the Company by and among Ethanex, SEMO and the Company, in the form attached hereto as Exhibit 2, to be executed on the Effective Date.

1.12	“Plant” means a 100 million gallon per year nameplate ethanol production plant to be constructed and operated by the Company on the Plant Site using the SEMO Technology licensed by SEMO to the Company.

1.13	“Plant Site” means certain real property located in Cape Girardeau, Missouri on which the Corn Mill is located.

1.14	“Reciprocal Non-Disclosure Agreement” means the “Reciprocal Confidential Disclosure Agreement” executed between the Parties and made effective on June 8, 2006, as amended from time to time.

1.15	“Related Agreements” means the following agreements each to be dated and deemed effective as of the Effective Date: (i) Operating Agreement, (ii) Contribution Agreement, (iii) Technology Licensing Agreement, (iv) Assignment Agreement, and (v) Services Agreement.

1.16

“SEMO Assets” means the assets of SEMO to be contributed as initial capital of the Company including all of the assets owned, controlled by, or licensed to SEMO or its subsidiaries related to (but not including) the SEMO Technology, and consisting of all leases, transferable licenses, permits, governmental authorizations, real property, personal property, equipment, materials, supplies, prepaid deposits, accounts receivable, claims, and causes of action, but excluding the SEMO Excluded Assets.

1.17	“SEMO Excluded Assets” means the SEMO Technology and all of SEMO’s right, title and interest in CPS.

1.18	“SEMO Technology” means SEMO’s confidential and proprietary data, processes, information, intellectual property, and know-how related to corn milling and/or dry milling fractionation technology, as more particularly defined in the Technology Licensing Agreement.

1.19	“Services Agreement” means the Services Agreement between Ethanex and CPS, in the form of attached hereto as Exhibit 6, to be executed on the Effective Date pursuant to Section 8.2 of this JV Agreement.

1.20	“Technology Licensing Agreement” means the Technology Licensing Agreement between SEMO and the Company, in the form attached hereto as Exhibit 4, to be executed on the Effective Date pursuant to Section 8.4 of this JV Agreement.

1.21	“Third Party” means any person or legal entity other than SEMO, Ethanex, or the Company.

1.22	“Member,” “Membership Interest,” “Board” and “Manager” shall have the meanings set forth in the Operating Agreement.

1.23

In this JV Agreement, except to the extent that the context otherwise requires (i) whenever the words “include,” “includes” or “including” are used they are deemed to be followed by the words “without limitation,” and (ii) the definitions contained in this JV Agreement are applicable to the singular as well as the plural of such terms.

ARTICLE 2

ORGANIZATIONAL MATTERS OF COMPANY

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

2.2	The name of the Company shall be Ethanex at SEMO Port, LLC.

2.3

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.

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

2.5

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

ARTICLE 3

DEPOSIT; DISPOSITION OF DEPOSIT

3.1	Ethanex shall pay the Deposit to the Company upon (i) the execution of this JV Agreement by the Parties, or (ii) the filing of the Articles of Organization of the Company with the Missouri Secretary of State, whichever occurs later.

3.2

The Parties agree that following receipt of the Deposit, the Company shall use the Deposit to pay for soil and soil-compaction work at the Plant Site and analytical testing, permitting, and other administrative and operating costs as necessary. The Parties further agree that such work is necessary to facilitate construction of the Plant.

3.3

The Parties agree that on the Effective Date a sum equivalent to the Deposit shall be credited towards the Ethanex Cash Contribution to be contributed by Ethanex to the Company as set forth in Section 4.1 below. In the event this JV Agreement is terminated prior to the Effective Date (except for a termination caused by SEMO’s breach or insolvency as described Section 12.2 below), the Deposit shall be deemed a cancellation fee and SEMO shall have no obligation to return or refund the Deposit to Ethanex.

ARTICLE 4

INITIAL CAPITAL CONTRIBUTIONS

4.1	Upon the Effective Date, and contemporaneously with the execution of the Related Agreements, Ethanex shall make an initial capital contribution to the Company in the amount of $30,000,000 (the “Ethanex Cash Contribution”).

4.2

Upon the Effective Date, and contemporaneously with the execution of the Related Agreements, SEMO shall make an initial capital contribution to the Company in the form of the SEMO Assets (but excluding the SEMO Excluded Assets) having a net asset value, in accordance with generally accepted accounting principles before depreciation and amortization, of at least $15,000,000 and an agreed value of $30,000,000.

4.3

The capital contribution provided by Ethanex pursuant to Section 4.1 above shall be used by the Company, to the extent practical, 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.

4.4

The capital contribution provided by SEMO 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.

ARTICLE 5

OWNERSHIP

5.1	Subject to the satisfaction of each Party’s contribution obligations as set forth in Article 4 above, the initial Membership Interests of the Company shall be owned fifty percent (50%) by SEMO and fifty percent (50%) by Ethanex.

5.2

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.

ARTICLE 6

GOVERNANCE

6.1

The management of the Company and the responsibility for preparation and adoption of the Company’s business plan shall be vested in the Board of Directors (the “Board) and such executives, officers and employees as the Board may authorize and designate from time to time. The Board initially shall be comprised of five (5) persons, two (2) of whom shall be nominated by SEMO, two (2) to be nominated by Ethanex, and one (1) to be nominated by the Parties jointly. The Board shall have authority, on behalf and in the name of the Company, to perform those acts as provided in the Operating Agreement, subject to those powers that are reserved to the Members of the Company, also as provided in the Operating Agreement.

6.2

The Chairperson of the Board shall initially be appointed by SEMO and shall serve for a two (2) year term commencing on the Effective Date, after which Ethanex shall appoint the Chairperson who shall serve for the following two (2) years. Thereafter, the Parties shall alternate the appointments accordingly. The Chairperson shall preside over all Board meetings and, in the event of a deadlock by the Board, shall cast the deciding vote of the Board. The Chairperson of the Board also shall serve as the Manager of the Company as set forth in the Operating Agreement.

6.3

The day-to-day management and operation of the Company shall be performed by a President/CEO appointed by and serving under the direction of the Board. The initial President/CEO of the Company shall be Robert Smallwood. The President/CEO of the Company shall have the rights and duties provided in the Operating Agreement.

6.4

The Parties agree that neither the Board nor the Company shall have the authority to do or undertake certain actions which are reserved to the Members as provided in the Operating Agreement. Certain actions of the Company shall require the approval of Members owning at least seventy-five percent (75%) of the Membership Interests of the Company as set forth in the Operating Agreement.

ARTICLE 7

OBLIGATIONS OF THE PARTIES

7.1	In addition to the other obligations set forth in this JV Agreement, Ethanex agrees that it shall:

(a)

use all commercially reasonable efforts to obtain and secure non-recourse debt financing from one or more Third Party in the amount necessary to complete the Plant and Corn Mill (the “Third Party Financing”) on or before the Effective Date to ensure sufficient project financing for the timely design and construction of the Plant;

(b)	use its commercially best efforts to cooperate with SEMO and in interacting with engineers, contractors, vendors and other consultants engaged by the Company to provide products or services for the Company in order to complete construction of the Pla