EXHIBIT
10.1


 


FIFTH AMENDMENT TO


REAL ESTATE OPTION AGREEMENT


 


THIS FIFTH AMENDMENT  is
entered into between Freeport Area Economic
Development Foundation, an
Illinois not-for-profit Corporation, herein referred to as “Optionor,” and
Blackhawk Biofuels, LLC, herein
referred to as “Optionee.”


 


RECITALS


 


A.
Optionor and Optionee have previously entered into a Real Estate Option
Agreement; and Amendment to Real Estate Option Agreement; Second Amendment to
Real Estate Option Agreement, Third Amendment to Real Estate Option Agreement, and
Fourth Amendment to Real Estate Option Agreement, a copy of said documents are
attached hereto and incorporated herein by reference.


 


B. The parties desire to further extend the date for
the exercise of the Option as herein set forth.


 


AGREEMENT


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Paragraph 3(b) of the Real Estate Option Agreement is amended effective the date
hereof to read as follows:


 


This Option shall remain in effect until December 31, 2007. Optionee
may exercise this Option at any time prior to said date.


 


2.
Except as herein set forth, all other terms and conditions of the Real Estate Option
Agreement remain the same and in full force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Fifth Amendment.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
  Dated: November 9, 2007.

  	
  FREEPORT
  AREA ECONOMIC

  
	
   

  	
  DEVELOPMENT
  FOUNDATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ Robert J. Skurla

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
  Dated: November 9, 2007.

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/
  Ronald Mapes

  



 


This
Instrument Prepared by:


Attorney
Dan G. Fishburn


Snow,
Hunter, Whiton & Fishburn, Ltd.


8
East Stephenson Street


Freeport,
IL 61032 (815-235-2511)


 

















 


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.


 


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

  	
  /S/  Robert J. Skurla

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/  Ronald Mapes

  
	
   

  	
   

  	
  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


 


[SURVEY] 


 

















 


AMENDMENT TO


 


REAL ESTATE OPTION AGREEMENT


 


THIS AMENDMENT TO REAL ESTATE OPTION AGREEMENT is entered into this 27th day of
November, 2006, between Freeport Area
Economic Development Foundation, an Illinois not-for-profit corporation,
as Optionor, and Blackhawk Biofuels, LLC,
as Optionee.


 


1.                                       Extension of Option. Paragraph 3(b) of the Real Estate Option
Agreement dated June 20, 2006 (the “Option Agreement”) is hereby amended to
replace the date “December 31, 2006” with “March 31, 2007”.


 


2.                                       Other Terms of Option Agreement. Except as amended by paragraph 1 hereof,
all other terms of the Option Agreement shall remain in full force and effect
between the parties.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment to Real Estate Option
Agreement the day and year first above written.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
   

  	
  FREEPORT
  AREA ECONOMIC DEVELOPMENT 

  
	
   

  	
  FOUNDATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ Robert J. Skurla

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/
  Ronald Mapes                        

  
	
   

  	
   

  	
  Chair

  



 

















 


SECOND AMENDMENT TO


REAL ESTATE OPTION AGREEMENT


 


THIS SECOND AMENDMENT  is
entered into between Freeport Area Economic
Development Foundation, an Illinois not-for profit Corporation,
herein referred to as “Optionor,” and Blackhawk Biofuels, LLC, herein
referred to as “Optionee.”


 


RECITALS


 


A.           Optionor and Optionee have entered into a Real Estate Option Agreement
dated June 20, 2006, a copy of said Agreement is attached hereto marked Exhibit
A.


 


B.             Optionor and Optionee entered into an
Amendment to Real Estate Option Agreement dated November 27, 2006. The
Amendment extended the Real Estate Option Agreement until March 31, 2007. A
copy of said Amendment is attached hereto marked Exhibit B.


 


C.             The parties desire to further extend the date
for the exercise of the Option as set forth.


 


AGREEMENT


 


NOW,
THEREFORE, the parties agree as follows:


 


1.                                       Paragraph 3(b) of the Real Estate Option
Agreement is amended effective the date hereof to read as follows:


 


This Option shall remain in effect until June 30, 2007. Optionee may
exercise this Option at any time prior to said date.


 


2.                                       Except as herein set forth, all other terms
and conditions of the Real Estate Option Agreement remain the same and in full
force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Second Amendment.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
  Dated:  March 20, 2007

  	
  FREEPORT
  AREA ECONOMIC 

  
	
   

  	
  DEVELOPMENT
  FOUNDATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ Robert J. Skurla

  	
   

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
  Dated:  March 20, 2007

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/
  Ronald Mapes

  	
   

  
	
   

  	
   

  	
  Ronald
  Mapes, Chair

  
					



 

















 


This
Instrument Prepared by:


Attorney
Dan G. Fishburn


Snow,
Hunter, Whiton & Fishburn, Ltd.


8
East Stephenson Street


Freeport,
IL 61032 (815-235-2511)


 

















 


THIRD AMENDMENT TO


REAL ESTATE OPTION AGREEMENT


 


THIS THIRD AMENDMENT  is
entered into between Freeport Area Economic
Development Foundation, an
Illinois not-for-profit corporation, herein referred to as “Optionor,”
and Blackhawk Biofuels, LLC,
herein referred to as “Optionee.”


 


RECITALS


 


A.           Optionor and Optionee have previously entered into a Real Estate Option
Agreement; and Amendment to Real Estate Option Agreement; and a Second
Amendment to Real Estate Option Agreement, a copy of said documents are attached
hereto and incorporated by reference.


 


B.             The parties desire to further extend the date
for the exercise of the Option as herein set forth.


 


AGREEMENT


 


NOW,
THERFORE, the parties agree as follows:


 


1.               Paragraph 3(b) of the Real Estate Option
Agreement is amended effective the date hereof to read as follows:


 


This Option shall remain in effect until July 31, 2007. Optionee may
exercise this Option at any time prior to said date.


 


2.               Except as herein set forth, all other terms and
conditions of the Real Estate Option Agreement remain the same and in full
force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Second Amendment.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
  Dated:  June 25, 2007.

  	
  FREEPORT
  AREA ECONOMIC

  
	
   

  	
  DEVELOPMENT
  FOUNDATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ Robert J. Skurla

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
  Dated:  June 26, 2007.

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/
  Ronald Mapes                        

  



 


This
Instrument Prepared by:


Attorney
Dan G. Fishburn


Snow,
Hunter, Whiton & Fishburn, Ltd.


8
East Stephenson Street


Freeport,
IL 61032 (815-235-2511)


 

















 


FOURTH AMENDMENT TO


REAL ESTATE OPTION AGRTEEMENT


 


THIS FOURTH AMENDMENT  is
entered into between Freeport Area Economic
Development Foundation, an
Illinois not-for-profit corporation, herein referred to as “Optionor,”
and Blackhawk Biofuels, LLC,
herein referred to as “Optionee.”


 


RECITALS


 


A.           Optionor and Optionee have previously entered
into a Real Estate Option Agreement; and Amendment to Real Estate Option
Agreement; and a Second Amendment to Real Estate Option Agreement, and a Third
Amendment to Real Estate Option Agreement, a copy of said documents are
attached hereto and incorporated by reference.


 


B.             The parties desire to further extend the date
for the exercise of the Option as herein set forth.


 


AGREEMENT


 


NOW, THEREFORE, the parties agree as follows:


 


1.                                       Paragraph 3(b) of the Real Estate Option
Agreement is amended effective the date hereof to read as follows”


 


This Option shall remain in effect until September 30, 2007. Optionee
may exercise this Option at any time prior to said date.


 


2.                                       Except as herein set forth, all other terms
and conditions of the Real Estate Option Agreement remain the same and in full
force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Third Amendment.


 


	
   

  	
  OPTIONOR:

  
	
   

  	
   

  
	
  Dated:  July 31, 2007.

  	
  FREEPORT
  AREA ECONOMIC

  
	
   

  	
  DEVELOPMENT
  FOUNDATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/ Robert J. Skurla

  
	
   

  	
   

  	
  Robert
  Skurla, Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  
	
  Dated:  July 31, 2007.

  	
  BLACKHAWK
  BIOFUELS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /S/
  Ronald Mapes