CONTRACT
      FOR ASSIGNMENT OF RIGHTS

    


    THIS
      AGREEMENT, made this 11
      day
      of
July
      ,
      2007,
      by and between FLORIDA ETHANOL,
      LLC, having its principal place of sine t 208 North Ohio Avenue, Live Oak,
      Florida
      32064 and JACKSON COUNTY DEVELOPMENT COUNCIL, INC,, and in consideration
      of the mutual covenants and agreements to be kept and performed on the part
      of
said
      parties hereto, respectively as herein stated:

    


    I.
      FLORIDA ETIIANOL, LLC does hereby covenant and agree that it
      shall:

    


    
      	 	
              A.

            	
              Payment
                of Funds

            


    

    


    Pay
      Jackson County Development Council, Inc. the total sum of sixty thousand dollars
      ($60,000.00),
      in three unequal periodic payments in accordance with the payment schedule
      set
forth
      below, such that all payments are made prior to the due date set forth in the
      "Real Estate Purchase
      Contract" (Exhibit A) between Jackson County Develop Council and Andrew Clay
      Mixon, and set forth as follows:

    


    1. Ten
      thousand dollars ($10,000.00) to be paid within five (5) business days
from
      the
      date of this contract,

     

    2. Twenty
      thousand dollars ($20,000.00) to be paid within 181 calendar days from
      the
      date of this contract, and

    


    3. Thirty
      thousand dollars ($30,000,00) to be paid Within 366 calendar days from
      the
      date of this contract,

    


    
      	
            	B.	
              Assume
                Contract for Purchase of Real Estate


            


    

    


    Assume
      all rights and responsibilities from Jackson County Development Council, Inc,
      enumerated
      in "Real estate Purchase Contract" between Jackson County Development Council
      and
      Andrew Clay Mixon (copy attached hereto as Exhibit A).

    


    II.
      JACKSON COUNTY DEVELOPMENT COUNCIL, INC. does hereby covenant and
agree
      that it shall:

    


    
      	 	
              A.

            	
              Utilization
                of Funds

            


    

    


    Utilize
      all payments of funds for the purposes of entering into and maintaining the
      contractual
      rights to purchase real property under the "Real Estate Purchase
      Contract."

    


    
      	 	
              B.

            	
              Accountability
                of Funds

            


    

    


    
      	 	
              1.

            	
              Sign
                a Receipt for Money Paid (attached hereto as Appendix A) for each
                payment
                made by Florida Ethanol, LLC,

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.

            	
              Provide
                copies of receipts received upon the payment of all funds paid in
furtherance
                of the Real Estate Purchase Contract within 5 business days of
                having
                made such payments and receiving said receipts. In the event that
                no
                receipt is received for a payment made under the Real Estate Purchase
                Contract
                a signed statement certifying payment was made shall be tendered
                to Florida Ethanol, LLC within 5 business days of payment, signed
                by an authorized officer of Jackson County Development Council,
                Inc.;
                and a copy of the cancelled check shall be remitted to Florida
                Ethanol,
                LLC within 5 business days of the date the check clears the bank
                upon
                which Jackson County Development Council, Inc made payment upon
                the Real Estate Purchase
                Agreement.

            


    

    


    
      	 	
              C.

            	
              Assignment
                of Contract

            


    

    


    Assign
      to
      Florida Ethanol, LLC all rights and responsibilities under the Real Estate
      Purchase
      Contract prior to the date of closing and transfer of deed and legal ownership
      of real property
      listed therein.

    


    
      	 	
              D.

            	
              Cancellation
                of Underlying Contract

            


    

    


    Provide
      to Florida Ethanol, LLC written notification of any cancellation of the Real
      Estate
      Purchase Contract along with:

    


    
      	 	
              1.

            	
              A
                copy of the cancellation of the Real Estate Purchase Contract to
                include
                copies of all reports, grounds for or information utilized in canceling
                said Contract,
                and

            


    

    


    
      	 	
              2.

            	
              Return
                of all funds forwarded to Jackson County Development Council, Inc.,
                in furtherance of this Contract for the Assignment of Rights to the
                extent
                and in the amount that those funds arc actually recovered from Mr.
                Mixon
                (and all rights to such recoveries shall belong to Florida Ethanol,
                LLC).

            


    

    


    Provided,
      however, that Jackson County Development Council, Inc, may not cancel or agree
      to amend
      the
      underlying Real Estate Purchase Contract without the express, written consent
      of
Florida
      Ethanol, LLC

    


    III.
      Other terms to be observed by and between the parties: 

    


    
      	
            	A.	
              Indemnity

            


    

    


    Both
      parties do hereby agree to mutual indemnification and to hold harmless each
      other with respect to the covenants made under this contract.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	 	
              B.

            	
              Cancellation

            


    

    


    Both
      parties agree that this contract may be canceled only upon written notice and
      only in the
      event
      of cancellation of the underlying Real Estate Purchase Contract. In the event
      of
cancellation
      all funds extended in furtherance of this contract shall be returned to the
      extent and in
      the
      amount that those funds are actually recovered from Mr. Mixon and the parties
      shall be in the
      position as if this contract had not been. entered into.

    


    
      	 	
              C.

            	
              Non-Assignable
                Contract

            


    

    


    Both
      parties agree that this contract is non-assignable to any person or entity
      and
      any attempt
      to assignment will be void and this contract will remain in full force and
      effect.

    


    
      	 	
              D.

            	
              Choice
                of Forum

            


    

    


    Both
      parties agree that forum to resolve any disputes arising under this contract
      shall be in
      the
      state of Florida with proper venue to he found in Suwannee County.

    


    
      	 	
              E.

            	
              Time
                is of the Essence

            


    

    


    Both
      parties agree that time is of the essence in the performance of the obligations
      enumerated
      within this contract.

    


    
      	 	
              F.

            	
              Merger

            


    

    


    Both
      Parties agree that there are no additional warranties or covenants either
      expressed or implied
      and that the full intent of the parties is expressed within the written terms
      of
      this contract.

    


    
      	 	
              G.

            	
              Confidentiality

            


    

    


    Both
      parties agree that the provisions stated herein are sensitive and confidential
      in nature and
      therefore agree not to disclose any pertinent information contained herein
      to
      any outside party for any reason whatsoever except to the extent necessary
      for
      enforcing the rights and responsibilities found within this
      contract.

    


    Signed
      the day and year first above written.

     

    
      	 	 	 	 	 	 
	By: 	/s/
              Leon D.
              Hatch	 	 	
              By:

            	/s/
              W.R. Stanton
              Jr. 7/3/07 
	 	
              

            	 	 	 	
              

            
	 	 	 	 	 	 
	For: 	Florida
              Ethanol,
              LLC	 	 	For: 	Jackson
              County
              Development Council, Inc.


    

     

     

    Signed
      in
      presence of:

    
       

      
        	 	 	 	 	 	 
	 	 	 	
                 

              	/s/
                Wanda J.
                Smith
	 	 	 	 	
                
Wanda
                J. Smith
	 	 	 	 	 	 
	Witness
                Signature
                and Printed Name	 	 	 	Witness
                Signature
                and Printed Name


      

    

       

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    APPENDIX
      A

    


    RECEIPT
      OF PAYMENT

    


    BE
      IT
      KNOWN that the undersigned hereby acknowledges receipt of payment in accordance
      with the following
      schedule upon the dates indicated therein:

    


    
      	 	
              1.

            	
              Received
                the sum of $10,000.00 in accordance with paragraph I.A.1. of the
                attached
                Contract for the Assignment of Rights, on the 3rd
                day of July,
                2007.

            


    

     

    
      	
               By:

            	 	/s/
              W. R. Stanton, Jr.	 	
                For:

            	 	Jackson
              County Development Council, Inc.	 


    

     

    
      	
            	2.	
              Received
                the sum of $20,000.00 in accordance with paragraph I.A.2. of the
                attached
                Contract for the Assignment of Rights, on the ______day
                of _____,
                20___.

            


    

     

    
      	
               By:

            	 	 	 	
                For:

            	 	Jackson
              County Development Council, Inc.	 


    

     

    
      	
            	3.	
              Received
                the sum of $30,000.00 in accordance with paragraph I.A.3. of the
                attached
                Contract for the Assignment of Rights, on the ______day
                of _____,
                20___.

            


    

     

    
      	
               By:

            	 	 	 	
                For:

            	 	Jackson
              County Development Council, Inc.	 


    

     

    FOR
      good
      and valuable consideration received, JACKSON COUNTY DEVELOPMENT COUNCIL, INC.
      hereby assigns, transfers and sets over to FLORIDA ETHANOL, LLC all rights,
      title and interest held by JACKSON COUNTY DEVELOPMENT COUNCIL, INC.
      in:

    


    Real
      Estate Purchase Contract (a
      copy
      attached hereto as Exhibit A)

    


    Assignor
      warrants and represents that said contract is in full force and effect and
      is
      fully assignable. Assignee hereby assumes and agrees
      to
      perform all the remaining and executory obligations of Assignor under the
      contract and agrees to indemnify and hold Assignor
      harmless from any claim or demand resulting from non-performance by Assignee.
      Assignee shall be entitled to all rights remaining
      under the contract, Assignor warrants that the contract is without modification,
      and remains on the terms contained therein. Assignor
      further warrants that it has full right and authority to transfer said contract
      and that the contract rights transferred are free of lien,
      encumbrance or adverse claim. This assignment shall be binding upon and inure
      to
      the benefit of the parties, their successors and assigns.

    


    Signed
      this 3rd day
      of
July
      ,
      2007.

    
       

      
        	 	 	 	 	 	 
	By: 	/s/
                W.R. Stanton,
                Jr.	 	 	
                By:

              	/s/
                Leon D.
                Hatch
	 	
                

              	 	 	 	
                

              
	 	 	 	 	 	 
	For: 	Jackson
                County
                Development Council, Inc.	 	 	For: 	Florida
                Ethanol,
                LLC
	 	 	 	 	 	 
	 	Assignor	 	 	 	Assignee