EXHIBIT
10.1
THIRD AMENDMENT
TO
JOINT VENTURE
AGREEMENT
THIS THIRD AMENDMENT TO JOINT VENTURE AGREEMENT
(the “Third Amendment”) is made and entered into
effective as of November 22, 2006, by and between SEMO
Milling, LLC , a Missouri limited liability company
(“SEMO”), and Ethanex Energy North America,
Inc. , a Delaware corporation
(“Ethanex”).
RECITALS
WHEREAS, Ethanex and SEMO signed a non-binding
letter of intent dated July 3, 2006, as subsequently amended,
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;
WHEREAS, Ethanex and SEMO entered into a Joint
Venture Agreement dated August 4, 2006, as amended by the parties
as of August 30, 2006 (the “JV Agreement”) for the
formation, organization, management and operation of a joint
venture company known as Ethanex at SEMO Port, LLC; and
WHEREAS, Ethanex and SEMO desire to further
amend the JV Agreement as set forth in this Third
Amendment.
NOW, THEREFORE, in consideration of the above
Recitals, which are incorporated herein by reference, and the
mutual agreements contained herein and for other good and valuable
consideration, the
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