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Exhibit 10.3.1  


 
  FIRST AMENDMENT TO
  OPTION TO PURCHASE REAL ESTATE    
    



        This First Amendment to Option to Purchase Real Estate is made and entered this            day of August, 2003, by and between
WUETHRICH PORK N'
GRAIN, INC., a Indianac 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: 


        WHEREAS,
Seller and Buyer previously entered into an option to purchase real estate agreement dated March 31, 2003; and 


        WHEREAS,
the parties now wish to extend the date of the option to purchase for the Buyer. 



        NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, the parties hereby enter into the following First Amendment to Option to Purchase Real
Estate. 



	1.
	Paragraph 1
of the Option to Purchase Real Estate shall hereby be amended to extend the Buyers' option to purchase said real estate from September 30, 2003 up through and
including March 31, 2004.



	2.
	All
other terms and conditions of the original Option to Purchase Real Estate executed on March 31, 2003 shall remain in full force and effect. 




        IN
WITNESS WHEREOF, the Seller and Buyer have executed this First Amendment to Option to Purchase Real Estate on this 22 day of August, 2004. 


WUETHRICH
PORK N' GRAIN, INC. IROQUOIS BIO-ENERGY COMPANY, LLC 



	By:	 	/s/  DAVID E. WUETHRICH      
 David E. Wuethrich, Vice President	 	By:	/s/  MICHAEL AYLESWORTH      
 Michael Aylesworth, President
	

By:	
 	

/s/  MARK D. WUETHRICH      
 Mark D. Wuethrich, Secretary	
 	

By:	

/s/  KEITH GIBSON      
 Keith Gibson, Vice President





       





	STATE OF INDIANA	 	)
	 	 	) SS:
	COUNTY OF JASPER	 	)





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


        WITNESS
my hand and Notarial Seal this 21 day of August, 2003. 



	 	 	 	/s/  SANDRA J. LESSENTINE      
 Notary Public
	

County of Residence:	

Jasper
	
 	

Sandra J. Lessentine
 Printed Name
	Commission Expires:	10/21/2006
	 	 








       





	STATE OF INDIANA	 	)
	 	 	) SS:
	COUNTY OF JASPER	 	)





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


        WITNESS
my hand and Notarial Seal this 21 day of August, 2003. 



	 	 	 	/s/  SANDRA J. LESSENTINE      
 Notary Public
	

County of Residence:	

Jasper
	
 	

Sandra J. Lessentine
 Printed Name
	Commission Expires:	10/21/2006
	 	 





       





	STATE OF INDIANA	 	)
	 	 	) SS:
	COUNTY OF JASPER	 	)





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


        WITNESS
my hand and Notarial Seal this 22 day of August, 2003. 



	 	 	 	/s/  JANET S. WAKELAND      
 Notary Public
	

County of Residence:	

Jasper
	
 	

Janet S. Wakeland
 Printed Name
	Commission Expires:	May 3, 2008
	 	 





       





	STATE OF INDIANA	 	)
	 	 	) SS:
	COUNTY OF JASPER	 	)





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








        WITNESS
my hand and Notarial Seal this 22 day of August, 2003. 



	 	 	 	/s/  JANET S. WAKELAND      
 Notary Public
	

County of Residence:	

Jasper
	
 	

Janet S. Wakeland
 Printed Name
	Commission Expires:	May 3, 2008
	 	 











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FIRST AMENDMENT TO OPTION TO PURCHASE REAL ESTATE