EIGHTH
      AMENDMENT TO 

    JOINT
      VENTURE AGREEMENT

     

    THIS
      EIGHTH AMENDMENT TO JOINT VENTURE AGREEMENT (the “Eighth Amendment”), dated as
      of March 6, 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
      Eighth 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 March 23, 2007.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3.  Effectiveness.
      The
      Parties agree that this Eighth Amendment shall be given retroactive effect
      to
      February 28, 2007, as if this Eighth Amendment had been signed by the Parties
      on
      such date. 

     

    4.  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.

     

    5.  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.

     

    6.  Counterparts.
      This
      Eighth 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 Eighth Amendment, and all such separate
      counterparts shall constitute but one and the same Eighth Amendment and (ii)
      embodies the entire agreement and understanding between the parties with respect
      to the subject matter hereon and supersedes all prior agreements, consents
      and
      understandings related to such subject matter.

     

    IN
      WITNESS WHEREOF, this Eighth 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/ Kenneth E.
                DeLine                  
                

              Name: 
                Kenneth E. DeLine

              Title:   
                Manager

            
	 	 
	 	
              ETHANEX:

               

              ETHANEX
                ENERGY NORTH AMERICA,
                INC.,

              a
                Delaware  corporation

               

              By:
                /s/ Bryan J.
                Sherbacow               
                 

              Name: 
                Bryan J. Sherbacow 

              Title:   
                President & CEO

            


    

    


     

    
      
        
        

      

      2