FIFTH AMENDMENT TO JOINT VENTURE AGREEMENT

Exhibit 10.1

FIFTH AMENDMENT TO

JOINT VENTURE AGREEMENT

THIS FIFTH AMENDMENT TO JOINT VENTURE AGREEMENT (the “Fifth Amendment”) is made and entered into effective as of January 30, 2007, 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 subsequently amended (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 Fifth 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 have the meanings given to such terms in the JV Agreement.

2. Amendments to Joint Venture Agreement. Ethanex and SEMO agree and confirm that the JV Agreement shall be amended as follows:

(a) Section 1.9, Definitions and Interpretation, “Effective Date”, of the JV Agreement is hereby deleted in its entirety and the revised Section 1.9, Definitions and Interpretation, “Effective Date”, shall read in full as follows:

“Effective Date” means February 9, 2007.

3. Effect. The Parties acknowledge and agree that, except as amended herein, the JV Agreement is in full force and effect and is hereby ratified and confirmed.

4. Governing Law. The validity, performance, construction and effect of this Amendment shall be governed by the laws of the State of Missouri, without regard to conflict of law principles.

5. Counterparts. This Fifth Amendment (i) may be executed by facsimile signatures and in several counterparts, and each counterpart when so executed and delivered shall constitute an original of this Fifth Amendment, and all such separate counterparts shall constitute but one and the same Fifth Amendment and (ii) embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings related to such subject matter.

IN WITNESS WHEREOF, this Fifth Amendment to Joint Venture Agreement has been executed as of the date first set forth above.

	SEMO:
	SEMO MILLING, LLC, a Missouri limited liability company
	By:	/s/ Xxxxxxx X. XxXxxx
		Name: Xxxxxxx X. XxXxxx
		Title: Manager

	ETHANEX:
	ETHANEX ENERGY NORTH AMERICA, INC., a Delaware corporation
	By:	/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: President & CEO

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