Exhibit 10.1


 


REAL ESTATE OPTION AGREEMENT


 


THIS AGREEMENT entered into this 20th
day of June, 2006, between Freeport Area
Economic Development Foundation, an Illinois not-for-profit corporation,
herein referred to as “Optionor,” whose address is 27 W. Stephenson Street,
Freeport, Illinois 61032, and Blackhawk
Biofuels, LLC, herein referred to as “Optionee, “ whose address is
22 S. Chicago Avenue, Freeport, Illinois 61032.


 


1.                                       Consideration
and Grant of Option. In consideration of the payments herein set forth from
Optionee to Optionor, Optionor hereby grants to Optionee an option to purchase
Lot 7 in the Replat of Mill Race Industrial Park (a copy of the draft of the
Replat is attached hereto marked at Exhibit A) which is located in the
Stephenson County Economic Development area in Stephenson County, Illinois
(herein referred to as the “Property”), together with all easements and
appurtenances thereto, for the price and within the time specified herein. This
Real Estate Option Agreement is contingent upon Optionor obtaining all
necessary government approval and the filing of the Replat of Mill Race
Industrial Park in accordance with the Replat which is attached hereto. In the
event the Replat is not approved, this Option Agreement shall be null and void
and any monies paid to Optionor by Optionee shall be refunded to Optionee.


 


2.                                       Payment
for Option. Optionee shall pay Optionor the sum of Eight Hundred
Twenty-five Dollars ($825.00) per month on the first of each month commencing August 1,
2006, and on the first of each month thereafter. Said payment shall be in
consideration for the Option granted to Optionee. The payment will not be
applied to the purchase price in the event Optionee exercises this Option. In
the event Optionee fails to exercise the Option according to its terms,
Optionor shall retain all sums paid under the terms of this Option Agreement.


 


3.                                       Exercise
of Option. This option may be exercised by Optionee as follows:


 


a.                                       By
written notice from Optionee to Optionor, at the address provided herein, which
written notice shall provide for a date for closing within 60 days of the date
of the written notice.


 


b.                                      This
option shall remain in effect until December 31, 2006. Optionee may exercise
this option at any time prior to said date.


 


c.                                       If
Optionee fails to exercise this option within the time period set forth above,
Optionee’s right to exercise the option and purchase the Property shall
automatically terminate and this agreement shall be of no force and effect.


 


4.                                       Non-Exercise
of Option. In the event Optionee does not exercise the option to purchase
the Property, the consideration paid to Optionor pursuant to Paragraph 2 above
shall be forfeited and remain the property of Optionor.


 


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5.                                       Assess
to Property. During the option period, Optionee shall be granted access to
the property to perform any necessary due diligence as required by
Optionee. Provided however, Optionee shall respect the rights of the current
tenants on the premises and shall not disrupt or interfere with the tenants or
their business. Optionee shall return the Property to its original condition
after the completion of any tests, surveys or inspections. All costs of due
diligence studies shall be borne by Optionee.


 


6.                                       Purchase
Price and Terms of Payment. The purchase price paid for the property shall
be $15,000.00 per surveyed acre. Optionor and Optionee agree that upon the
exercise of the Option, the parties shall sign an Agreement for Deed, prepared
by Optionee’s attorney and approved by Optionor’s attorney, the exercise of the
option shall be contingent upon both parties executing an Agreement for Deed
which is acceptable to both Optionor and Optionee. The purchase price shall be
determined by survey, the total purchase price shall be the number of surveyed
acres times the price per acre as hereinabove set forth.


 


7.                                       Notice.
All notices provided for in this instrument, if not delivered in person, shall
be sent by U.S. Certified Mail, Return Receipt Requested, to the party at the
address given above, or to any other address either party may have
designated for receipt of such notices by written notice of a change of
address.


 


8.                                       Representations.
Optionor and Optionee hereby warrant and represent to each other that no real
estate broker has participated in this transaction and that this instrument
contains the entire agreement of the parties and that any prior discussions or
negotiations not set forth in this Agreement are of no further force and
effect.


 


9.                                       Assignment.
Optionor and Optionee agree that this Option may be assigned by Optionee
without the prior written consent of Optionor and that assignee of Optionee
shall have all rights of Optionee hereunder.


 


10.                                 Governing
Law. This Agreement shall be governed by the laws of the State of Illinois.


 


11.                                 Prior
Agreement Void. Upon the execution of this Amended Real Estate Option
Agreement, the prior Real Estate Option Agreement between the parties dated March 10,
2006, shall be null and void and of no further force and effect.


 

















 


IN
WITNESS WHEREOF, the parties have executed this Option the day and year first
above written.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
   

  	
  FREEPORT AREA
  ECONOMIC

  
	
   

  	
  DEVELOPMENT
  FOUNDATION

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Robert Skurla,
  Executive Director

  
	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  
	
   

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Member

  



 


Instrument
Prepared by:


Attorney Dan G.
Fishburn


Snow, Hunter,
Whiton & Fishburn, Ltd.


8 East Stephenson
Street


Freeport, IL  61032 (815-235-2511)


 

















 


EXHIBIT A