LEASE AGREEMENT

THIS FIFTH AMENDMENT TO LEASE AGREEMENT AND REAFFIRMATION OF GUARANTY (" Fifth Amendment ") is made and entered into this 18th day of December, 2008 by and among the PORTS OF INDIANA, a body corporate and politic existing under the laws of the State of Indiana and formerly known as the Indiana Port Commission (the " Ports "), AVENTINE RENEWABLE ENERGY-MT VERNON, LLC a Delaware Limited Liability Company (" Lessee ", and together the " Parties ") and AVENTINE RENEWABLE ENERGY HOLDINGS, INC. (" Guarantor ").

A.           The Ports is charged with the management and operation of the Ports of Indiana, including the Port of Indiana-Mount Vernon, in Posey County, Indiana (the " Port ").

B.           The Parties entered into a certain Lease Agreement dated October 31, 2006, which was executed by the Office of the Attorney General and the Office of the Governor on January 19, 2007 and January 24, 2007 respectively (the " Original Lease "), which Original Lease was amended by (i) a certain First Amendment to Lease Agreement and Reaffirmation of Guaranty dated June 14, 2007 among the Parties and Guarantor, (ii) a certain Second Amendment to Lease Agreement and Reaffirmation of Guaranty dated October 18, 2007 among the Parties and Guarantor, (iii) a certain Third Amendment to Lease Agreement and Reaffirmation of Guaranty dated December 20, 2007 among the Parties and Guarantor, and (iv) a certain Fourth Amendment to Lease Agreement and Reaffirmation of Guaranty dated June 19, 2008 among the Parties and Guarantor (said Original Lease as so amended is herein referred to as the " Lease "), whereby the Ports leased to Lessee and Lessee leased from the Ports that certain real estate described in the Lease, located at the Port of Indiana-Mount Vernon, a port managed and operated by the Ports in Posey County, Indiana,

C.           The Lease provides in Section 4.01(b) that substantial completion of Phase One and the commencement of production of ethanol from Phase One is to occur on or before March 1, 2009.  Lessee has informed the Ports that due to economic factors, completion of Phase One will be delayed and Lessee has requested that the Ports extend said March 1, 2009 date to October 1, 2009. The Parties have agreed to amend the Lease to extend said date to October 1, 2009.

D.           Guarantor is joining in the execution of this Fifth Amendment solely for purposes of consenting to all provisions of this Fifth Amendment and ratifying, confirming and reaffirming its obligations under that certain Lease Guaranty dated as of October 31, 2006 (the " Lease Guaranty ").

E.           Lessee, the Ports and Guarantor have each had substantial participation in the preparation of this Fifth Amendment which shall become effective upon execution by the Parties.

F.           At a properly convened public meeting, the Ports has duly approved the execution and delivery of this Fifth Amendment by its duly authorized officers.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual undertakings hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Ports, Lessee and Guarantor (solely for purposes of its agreement to the provisions of Paragraphs 3 and 4 below) hereby agree as follows:

1.           Section 4.01(b) of the Lease is hereby amended to delete the March 1, 2009 date and replace it with October 1, 2009.

2.           The first paragraph of Section 3.04(b) of the Lease shall be deleted in its entirety and replaced with the following:

The Project shall have a two-phased production build out.  Phase One equals 110 million gallon annual capacity; Phase Two equals 110 million gallon annual capacity; for a total Project annual capacity of 220 million gallons of ethanol.  The Phase One 110 million-gallon annual production of ethanol shall begin (other than for purposes of testing operations) on or before October 1, 2009.  The Phase Two production shall commence (other than for purposes of testing operations) on or before the date specified in Section 4.01(c) for substantial completion of Phase Two of the Project, as extended, but no later than January 1, 2013, unless such date is deferred as provided in Section 4.01(c).

3.           The Parties and Guarantor agree and understand that notwithstanding the date changes set forth in Sections 1 and 2 above, the dates set forth in the second paragraph of Section 3.04(b) of the Lease for commencement of payments of Minimum Guaranteed Wharfage shall remain as stated and not change.

4.           Guarantor hereby consents to the amendments to the Lease made by this Fifth Amendment and agrees that such amendments shall not affect, impair, discharge, relieve or release Guarantor of its obligations under the terms of the Lease Guaranty, and that such Lease Guaranty shall be deemed to reference the Lease as amended hereby.  Guarantor hereby ratifies, confirms and reaffirms in all respects, the Lease Guaranty, and agrees that said Lease Guaranty shall continue in full force and effect.

5.           The Ports and Lessee agree that the above and foregoing Recitals are true, correct and complete and are hereby incorporated and made a part of this Fifth Amendment as if completely and fully set forth herein.  Capitalized terms used in this Fifth Amendment without definition shall have the meanings set forth in the Lease as previously amended, except that any internal references in the Lease to the word " Lease " shall mean the Lease, as previously and hereby amended, wherever therein the context so requires in order to give meaning to this Fifth Amendment.

6.           Lessee and the Ports hereby affirm, reaffirm and confirm that as of the date hereof the Lease is in full force and effect, that the Lease has not been modified or amended (except as provided in this Fifth Amendment) and that all of the Ports' and Lessee's obligations accrued to date have been performed.  Lessee and Ports hereby agree that there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the

part of the Ports or Lessee under the Lease, as amended by this Fifth Amendment.  Each of Lessee and the Ports hereby ratify the provisions of the Lease on behalf of themselves and their respective successors and assigns and agree to attorn and be bound to each other and their respective successors and assigns as to all of the terms, covenants and conditions of the Lease, as amended hereby.  This Fifth Amendment shall be incorporated into and made a part of the Lease and all provisions thereof not expressly modified or amended hereby shall remain in full force and effect.  Nothing contained in this Fifth Amendment (except, as applicable, for the specific amendments to the Lease set forth in this Fifth Amendment) shall release or relieve Lessee or Ports from their respective obligations or liabilities under the Lease accruing prior to the date hereof.

7.           Except as expressly amended and modified by this Fifth Amendment, the Lease shall otherwise remain in full force and effect, the parties hereto hereby ratifying and confirming the same.  This Fifth Amendment, together with the Lease, is the complete understanding between the parties and supersedes all other prior agreements and representations concerning its subject matter.  To the extent of any inconsistency between the Lease and this Fifth Amendment, the terms of this Fifth Amendment shall control.

8.           Immediately following the signature page of this Fifth Amendment is the Addendum of State required contract provisions previously executed by the Parties.  The Parties reaffirm the covenants and affirmations contained in said Addendum and incorporate the same into this Fifth Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the day, and month and year first above-written.

This instrument was prepared jointly by David W. Haniford, General Counsel Indiana Port POI (Atty#7438-79) 150 W. Market St., Ste 100, Indianapolis, IN 46204 (317) 232-9204 and Joseph J. Sperber, Attorney at Law, Davis Polk & Wardwell, 450 Lexington Avenue, New York, NY 10017 (212) 450-4375

I affirm, under the penalties for perjury, that I have taken reasonable care to redact e