Exhibit 10.1


 


OPTION TO PURCHASE
REAL ESTATE


 


THIS OPTION TO PURCHASE REAL ESTATE is made and entered into this 31
day of March, 2003, by and between WUETHRICH PORK N’ GRAIN, INC., an Indiana
corporation, of 5547 East 200 South, Rensselaer, Indiana (hereinafter referred
to as “Seller”) and IROQUOIS BIO-ENERGY COMPANY, LLC of 6317 East 181st
Avenue, Hebron, Indiana  (hereinafter
referred to as “Buyer”);


 


WITNESSETH:


 


Seller hereby agrees to grant an option to purchase to Buyer, and Buyer
hereby agrees and has a right to purchase from Seller, the following described
Real Estate (including any improvement or improvements now or hereafter located
on said Real Estate) in Jasper County, Indiana, (such Real Estate, including
improvements, being hereinafter called the “Real Estate”):


 


A parcel of
land in the South One-half (S 1/2) of Section 25, Township 29 North, Range 6
West of the Second Principal Meridian, in Marion Township, Jasper County,
Indiana, being more particularly described as follows:


Commencing at the Northwest corner of said S 1/2; thence North
89o-05-35 East (assumed bearing) along the North line of said S 1/2, a distance
of 160.00 feet to the Northeast corner of the Jasper County Farm Bureau
Cooperative Association, Inc. Tract, as described in Deed Record 242, page 118
in the Office of the Recorder of Jasper County, Indiana, hereinafter referred
to as Tract One (1), said corner also being the Point of Beginning of the parcel described herein;


thence continuing North 89o-05’-35” East along said North line, a
distance of 2030.00 feet;


thence South 00o-43’-31” East parallel with the East line of said Tract
One, a distance of 2039.50 feet to the Northeasterly right-of-way line of the
Chicago, Indianapolis, Louisville Railroad (now known as, “CSX Railroad”);


thence North 63o-59’-42” West along said Northeasterly right-of-way
line, a distance of 393.22 feet to the Southeast corner of a second Jasper
County Farm Bureau Co-operative Association, Inc. Tract, as described in Deed
Record 189, page 195 in said Office of the County Recorder, hereinafter
referred to as Tract Two (2);


thence North 26o-00’-18” East along the Southeasterly line of said
Tract Two, a distance of 50.00 feet to the Northeast corner of said Tract Two;


thence North 63o-59’-42” West along the Northeasterly line of said
Tract Two, a distance of 1904.84 feet to the intersection with said East line
of Tract One;


 


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thence North 00o-43’-31” West along said East line of Tract One, a
distance of 954.76 feet to the Point of
Beginning.  Contain 68.90
acres, more or less.


 


subject to easements, right of ways, highways and drain tile easements
upon the following covenants, terms and conditions.


 


1.                                       OPTION TO PURCHASE.


By this agreement hereto, Seller hereby grants to Buyer an option to
purchase the above referenced real estate by sending written notification to
Seller at Seller’s address referenced above, and by placing a $5,000.00 down
payment into the trust fund of Attorney Ned J. Tonner, 203 North Cullen Street,
Rensselaer, Indiana 47978.  Said option
to purchase shall remain open up through and including September 30, 2003, at
which time same will expire, unless extended by mutual agreement of the
parties.  Additionally, in the event
Buyer fails to close on said property, after notifying Seller of its election
to purchase and after the demised premises has been properly re-zoned, Buyer
hereby forfeits one-half (1/2) of the down payment, or $2,500.00 to Seller.


 


2.                                       PURCHASE PRICE AND MANNER OF PAYMENT.


The total purchase price for the Real Estate shall be the sum of  Four Hundred Thirteen Thousand Four Hundred
and 00/100 Dollars ($413,400.00) .


 


3.                                       TAXES, ASSESSMENTS AND INSURANCE.


Taxes. 
The Seller shall pay the 2002 taxes due and payable in 2003, and the 2003
taxes due and payment in 2004 shall be prorated to the date of closing.  The Buyer agrees to assume and pay  their portion of the taxes on the Real
Estate after the closing for the year 2003, and all installments to taxes due
and payable thereafter.


 


Assessments. 
Buyer agrees to pay all assessments for municipal or other public
improvements completed after the date of closing.


 


Insurance. 
Seller has agreed to maintain liability insurance to the date of
closing.  Buyer shall have sole
responsibility of all liability insurance coverage after the date of closing.


 


3.                                       CLOSING DATE.


Seller and Buyer shall appear at a mutually convenient closing date as
agreed upon by


 


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the
parties.  Seller and Buyer agree to
equally share the costs of closing. 
Buyer shall be responsible for the cost of title insurance.  Seller shall be responsible for the
preparation of a Warranty Deed.  Buyer
shall be responsible for any survey or any other inspection.  Buyer shall also be responsible for the
recording fees of the deed and any other closing documents.


 


4.                                       POSSESSION.


Seller shall deliver to Buyer full and complete possession of the Real
Estate on the date of closing.


 


5.                                       EVIDENCE OF TITLE.


Seller agrees to provide a commitment for title insurance which
commitment shall disclose clear and marketable title.  Said commitment for title insurance shall be provided to Buyer
prior to closing.  Should the commitment
for title insurance disclose a defect in title, other than liens for taxes not
yet payable, Seller shall have five (5) days to cure any such defects and the
closing shall be postponed until any such defect is cured.


 


The Seller covenants and agrees with the Buyer that upon the payment of
the money at the closing herein, and upon the prompt and full performance by
the Buyer of all covenants and agreements herein made, that the Seller will
convey or cause to be conveyed to the Buyer, by Warranty Deed, the above
described Real Estate subject to all taxes and special assessments and to all
the other conditions herein provided.


 


6.                                       ADDITIONAL COVENANTS.


A.                                   Seller warrants and agrees that it has
disclosed any and all known defects known to them.  The Seller has not made any representation to the Buyer regarding
past or present uses of the Real Estate. 
Buyer has made any and all investigations and/or inspections as he deems
necessary to assume full responsibility for any environmental and septic or
other liability related to the usage of the Real Estate. Buyer further agrees that
they have purchased the Real Estate herein and any improvements located on the
Real Estate “as is.”  For its part,
Seller warrants and agrees that it has disclosed any and all defects pertaining
to the Real Estate known to them, and, in fact, the Seller is not aware of any
environmental defects which would affect the usage of said property.


 


B.                                     Said option to purchase is conditional upon
a re-zoning of the real estate from A-1 to I-1, industrial, through the Jasper
County BZA.  In the event said re-zoning
is denied, the purchase of real estate herein is null and void.


 


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Survey: 
Buyer shall have the right at Buyer’s expense to obtain a plat of
Survey.  Seller warrants that there are
no encroachments and the subject property is not in violation of any federal,
state or local zoning law, ordinance or regulation.


 


7.                                       GENERAL
AGREEMENT OF THE PARTIES.


The covenants, terms and conditions of this
contract shall extend to and be obligatory upon the heirs, executors, personal
representatives, successors and assigns of the parties.  Any notices to be given hereunder shall be
deemed sufficiently given when mailed to the person to be notified at his last
known address, by certified mail, return receipt requested, or by personal
delivery upon the party.


 


8.                                       APPLICABLE
LAW.


The laws of
the State of Indiana shall govern the validity, performance and enforcement of
this contract.


 


IN WITNESS WHEREOF, the Seller and Buyer have
executed this instrument on the 31 day of March, 2003.


 


	
  WUETHRICH PORK N’ GRAIN, INC.

  	
  IROQUOIS BIO-ENERGY COMPANY, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Brad L. Wuethrich

  	
   

  	
  By:

  	
  /s/
  Michael Aylesworth

  	
   

  
	
   

  	
  Brad L. Wuethrich, President

  	
   

  	
  Michael Aylesworth, President

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David E. Wuethrich

  	
   

  	
  By:

  	
  /s/ Keith Gibson

  	
   

  
	
   

  	
  David E. Wuethrich, Vice President

  	
   

  	
  Keith Gibson, Vice President

  
	
   

  
	
  By:

  	
  /s/ Mark D. Wuethrich

  	
   

  
	
   

  	
  Mark D. Wuethrich, Secretary

  



 


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  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) SS:

  
	
  COUNTY OF JASPER

  	
  )

  



 


Before me, a Notary Public, in and for said County and State,
personally appeared BRAD L. WUETHRICH, President of Wuethrich Pork ‘N Grain,
Inc., and acknowledged the execution of the foregoing Option to Purchase Real
Estate.


 


WITNESS my hand and Notarial Seal this 31 day of March, 2003.


 


	
   

  	
  /s/ Sandra J. Lessentine

  
	
  County of Residence: Jasper

  	
  Notary Public

  
	
  Commission Expires: 10/21/2006

  	
  Sandra J. Lessentine

  
	
   

  	
  Printed Name

  



 


	
  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) SS:

  
	
  COUNTY OF JASPER

  	
  )

  



 


Before me, a Notary Public, in and for said County and State, personally
appeared DAVID E. WUETHRICH, Vice President of Wuethrich Pork ‘N Grain, Inc.,
and acknowledged the execution of the foregoing Option to Purchase Real Estate.


 


WITNESS my hand and Notarial Seal this 31 day of March, 2003.


 


	
   

  	
  /s/ Sandra J. Lessentine

  
	
  County of Residence: Jasper

  	
  Notary Public

  
	
  Commission Expires: 10/21/2006

  	
  Sandra J. Lessentine

  
	
   

  	
  Printed Name

  



 


	
  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) SS:

  
	
  COUNTY OF JASPER

  	
  )

  



 


Before me, a Notary Public, in and for said County and State,
personally appeared MARK D. WUETHRICH, Secretary of Wuethrich Pork ‘N Grain,
Inc., and acknowledged the execution of the foregoing Option to Purchase Real
Estate.


 


WITNESS my hand and Notarial Seal this 31 day of March, 2003.


 


	
   

  	
  /s/ Sandra J. Lessentine

  
	
  County of Residence: Jasper

  	
  Notary Public

  
	
  Commission Expires: 10/21/2006

  	
  Sandra J. Lessentine

  
	
   

  	
  Printed Name

  



 


5

















 


	
  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) SS:

  
	
  COUNTY OF JASPER

  	
  )

  



 


Before me, a Notary Public, in and for said County and State,
personally appeared MICHAEL AYLESWORTH, President of Iroquois Bio-Energy
Company, LLC, and acknowledged the execution of the foregoing Option to
Purchase Real Estate.


 


WITNESS my hand and Notarial Seal this 31st day of March, 2003.


 


	
   

  	
  /s/ Janet A. Wakeland

  
	
  County of Residence: Jasper

  	
  Notary Public

  
	
  Commission Expires: May 3, 2008

  	
  Janet A. Wakeland

  
	
   

  	
  Printed Name

  



 


	
  STATE OF INDIANA

  	
  )

  
	
   

  	
  ) SS:

  
	
  COUNTY OF JASPER

  	
  )

  



 


Before me, a Notary Public, in and for said County and State,
personally appeared KEITH GIBSON, Vice President of Iroquois Bio-Energy
Company, LLC, and acknowledged the execution of the foregoing Option to
Purchase Real Estate.


 


WITNESS my hand and Notarial Seal this 31 day of March, 2003.


 


	
   

  	
  /s/ Sandra J. Lessentine

  
	
  County of Residence: Jasper

  	
  Notary Public

  
	
  Commission Expires: 10/21/2006

  	
  Sandra J. Lessentine

  
	
   

  	
  Printed Name

  



 


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