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”).

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 receipt and sufficiency of which are hereby acknowledged, Ethanex and SEMO agree as follows:

1. Definitions. Capitalized terms used but not otherwise defined herein shall