**Exhibit 10.31**

**AMENDMENT A**

**TO**

**ELECTRIC SERVICE AGREEMENT, DATED AUGUST 6, 2002,**

**BETWEEN**

**GREAT PLAINS ETHANOL**

**AND**

**SOUTHEASTERN ELECTRIC COOPERATIVE, INC.**

 

ThisAmendment made and entered into July 23, 2007, by and betweenSoutheastern Electric Cooperative, Inc., Marion, South Dakota (hereinaftercalled the Cooperative), and Great Plains Ethanol, L.L.C., dba POETBiorefining-Chancellor, South Dakota (hereinafter called the Customer).

 

WITNESSETH:

 

WHEREAS,the parties have executed an Electric Service Agreement (Agreement) dated August 6,2002, which prescribes the terms and conditions by which the Customer willpurchase electric service from the Cooperative for its ethanol plant nearChancellor, South Dakota, and

 

WHEREAS,the parties desire to modify said terms and conditions and to incorporateadditional electric facilities into said Agreement;

 

NOW,THEREFORE, in consideration of the mutual promises, covenants and conditionscontained herein, the Cooperative and the Customer agree to modify saidAgreement as follows:

 

1.                                       In the firstparagraph, ‘Great Plains Ethanol, L.L,C.’ shall be modified to state: ‘GreatPlains Ethanol, L.L.C., dba POET Biorefining—Chancellor’.

 

2.                                       Paragraph 3. a.Service Delivery shall be modified to state:

 

Servicehereunder shall be provided at multiple locations at the Customer’s facilityconsisting of the following which the Cooperative shall install or cause to beinstalled, operated, and maintained:

 

                                                                i.                                          On-SiteDistribution Facilities: one (1) control building enclosure to house alineup of 15 kV indoor metalclad switchgear with (2) main breakers, (1) bustie breaker, (6) outgoing feeder breakers, (2) generation tiebreakers with related controls and accessories, one (1) three phase, 60hertz, 4,160 volt, 5,000 kVA transformer, one (1) three phase, 60 hertz,4,160 volt, 2,500 kVA transformer, eleven 

 

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(11) three-phase, 60 hertz, 480 volt, 2,500 kVA transformers and one (1) single-phase,60 hertz, 240 volt, 100 1CVA transformer. The Cooperative shall also install orcause to be installed, approximately 60,000 feet of 15.5 kV undergrounddistribution line, switchgear and associated equipment.

 

                                                                ii.                                       69 kVTransmission Feed: 3.5 miles of 69 kV transmission line and a 69/12.47 kV10/13.3/16.7 MVA substation.

 

                                                                iii.                                    115 kVTransmission Feed: 9 miles of 115 kV transmission line and a 115/12.47 kV15/20/25 MVA substation.

 

Theadditional on-site distribution facilities are scheduled to be in service intwo stages with some as early September 15, 2007 and the remaining inservice by December 15, 2007. The existing 69 kV substation is scheduledto be upgraded by December 1, 2007. The new second substation is scheduledto be in service and operating at 69 kV by June 1, 2008. The new 115 kVtransmission line from Virgil Fodness to the Customer’s facility is scheduledto be in service and the second substation operating at 115 kV by June 1,2009.

 

3.                                       Paragraph 3. b.Capacity, shall be modified to state:

 

Electricalservice to the Facility under this Amendment shall be limited to the followingcapacities. Service to additional load above these capacities shall requireadditional changes to this Amendment and the Agreement.

 

                                                                i.                                          With 69 kVtransmission feed from Virgil Fodness substation and existing 69 kV substation(600 amp low side switchgear and 437 amp regulators): 9 MVA

 

                                                                ii.                                       With 69 kVtransmission feed from Virgil Fodness substation and 69 kV substation upgraded(1200 amp low side switchgear and 656 amp regulators): 14 MVA

 

                                                                iii.                                    With 69 kVbackup transmission feed from V. T. Hanlon substation and 69 kV substationupgraded (1200 amp low side switchgear and 656 amp regulators): 10 MVA

 

                                                                iv.                                   With 69 kVtransmission feed from Virgil Fodness substation and second substation inservice and operated at 69 kV: 16 MVA

 

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                                                                v.                                      With 115 kVtransmission feed from Virgil Fodness substation and second substation operatedat 115 kV: 20 MVA

 

4.                                       Paragraph 5. a.Point of Metering, shall be modified to state:

 

Meteringwill measure the demand and energy of the Customer’s total facility and will belocated on the 7,200/12,470 volt secondary busses of the 115/12.47 kV and69/12,47 kV substations.

 

5.                                       Paragraph 5. c.Meter Testing Procedure, shall be modified to state:

 

Themetering shall be tested once every two years for accuracy by the Cooperativeor its designee. In addition, at any time either party may request that themetering be tested. The requesting party will be responsible for the cost ofthe test. If any test discloses the inaccuracy of said meters to the extent ofmore than two percent (2%) fast or slow, an adjustment in billing shall bedetermined by the Cooperative from the best information available.

 

6.                                       Paragraph 6. i.Payment as Aid to Construction, shall be added as follows:

 

                                                                i.                                          Payment as Aidto Construction. The Customer shall make a payment as a contribution in aid toconstruction to the Cooperative in the amount of $650,000.00 which representsthe Cooperative’s costs for providing and installing the 12.47 kV metal cladswitchgear, control building and associated equipment located at thesubstations. The Cooperative shall retain ownership and operation andmaintenance responsibilities for this equipment. The payment shall be made bythe Customer to the Cooperative by September 1, 2007.

 

7.                                       Rate ScheduleLarge Power Service — Great Plains Ethanol, L.L.C., dba POETBiorefining-Chancellor is hereby modified as shown in the attached schedule,dated July 19, 2007, and shall become effective January 1, 2008. Themonthly facility charge will be phased in for the Cooperative’s facilities asdescribed in Section 2. of this Amendment. The monthly facility chargewill be $35,200.00 on January 1, 2008, $44,600.00 starting January 1,2009 and $51,350.00 starting January 1, 2010. Rates are subject to annualreview by the Cooperative and may be adjusted annually by the Cooperative.

 

INWITNESS WHEREOF, the parties hereto have caused Amendment A to be executed bytheir duly authorized representatives, all as of the day and year first writtenabove.

 

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| ATTEST:            |                         | SOUTHEASTERN  ELECTRIC |                               |
|--------------------|------------------------------|------------------------|------------------------------------|
|               |                         |                   | COOPERATIVE,  INC.                 |   |
|               |                         |                   |                               |   |
| /s/Steve  Holmberg |                         |                   | By:                                | /s/  Harley Bruns |   |
|               |                         |                   |                               |   |   |
| Title:             | Secretary                    |                   | Title:                             | President |   |
|               |                         |                   |                               |   |
|               |                         |                   |                               |   |
|               |                         |                   |                               |   |
| ATTEST:            |                         |                   | GREAT  PLAINS ETHANOL, L.L.C., dba |   |
|               |                         |                   | POET  BIOREFINING-CHANCELLOR       |   |
|               |                         |                   |                               |   |
|               |                         |                   |                               |   |
| /s/  Steve Kary    |                         |                   | By:                                | /s/  Darin Ihnen |   |
|               |                         |                   |                               |   |   |
| Title:             | Secretary  POET - Chancellor |                   | Title:                             | President |   |
|                    |                              |                        |                                    |  |  |  |  |  |  |

 

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**SOUTHEASTERN ELECTRIC COOPERATIVE, INC.**

**MARION, SOUTH DAKOTA**

 

**LARGE POWER SERVICE - GREAT PLAIINS ETHANOL, L.L.C. dba POET**

**BIOREFINING-CHANCELLOR**

 

AVAILABILITY

 

Availableto the Great Plains Ethanol, L.L.C, dba POET Biorefining-Chancellor ethanolfacility located in Section 26 of Germantown Township, Turner County, SD,for commercial operation of the facility. This schedule is subject to theestablished rules and regulations of the Cooperative.

 

TYPEOF SERVICE

 

Multipledeliveries of alternating current, 60 cycle, three-phase and single-phase, atvoltages of 4,160, 480 and 240 volts.

 

MONTHLYRATE

 

TheCustomer shall pay the Cooperative for service hereunder at the following ratesand conditions:

 
| Facilities  Charge - 2008 |   |  $35,200.00 per month, plus |
|---------------------------|--------|----------------------------------|
| Demand  Charge            |   | $9.30 per kW, plus               |
| Energy  Charge            |   | $0.02 845 per kWh                |

 

RATEADJUSTMENTS

 

Ratesare subject to annual review by the Cooperative and may be adjusted annually bythe Cooperative.

 

BILLINGDEMAND

 

Thebilling demand shall be equal to the Customer’s contribution to the monthlybilling demand from the Cooperative’s power supplier, as determined by a demandmeter or otherwise, and adjusted for power factor.

 

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MINIMUMBILLING DEMAND

 

Irrespectiveof the Customer’s requirements for kW demand or use of kWh energy, the demandfor billing purposes hereunder shall not be less than 2,000 kW for any billingperiod.

 

POWERFACTOR ADJUSTMENT

 

TheCustomer agrees to maintain unity power factor as nearly as practicable. Thedemand charge may be adjusted to correct for average power factors less thanfive percent (5%) unity (lagging) or greater than five percent (5%) unity(leading) by increasing the measured demand one percent (1%) for each onepercent (1%) by winch the average power factor is less than five percent (5%)unity (lagging) or more than five percent (5%) unity (leading).

 

MINIMUMCHARGES

 

Theminimum monthly charge shall be the Facilities Charge plus the Minimum BillingDemand Charge provision of this rate.

 

STATEAND MUNICIPAL TAXES

 

Allapplicable state and municipal sales tax and any other non-ad valorem taxesimposed on electric energy sales shall be applied to monthly bills renderedunder this rate schedule unless the consumer is exempt from said tax or taxes.

 

TERMSOF PAYMENT

 

Inthe event the current monthly bill is not paid in accordance with the paymentdates indicated on the bill, a late payment penalty in effect at the time shallapply.

 

EFFECTIVE:     January 1, 2008

 

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