exv10w3



 







Exhibit 10.3




OPTION TO PURCHASE




     This Agreement is between Thadd D. Knoblock and Wendy S. Knoblock, husband and wife, Trent
L. Knoblock and Heather M. Knoblock, husband and wife, Troy J. Knoblock and Donna M. Knoblock,
husband and wife, and Travis R. Knoblock and Kathy S. Knoblock, husband and wife, hereinafter
referred to as First Parties and Victory Renewable Fuels LLC, hereafter referred to as Second
Party:



     WHEREAS, First Parties are the owners of the following described real estate:




That part of the Southwest Quarter (SW 1/4) of Section Twenty (20), lying West of
the Great Northern Railroad Right-of-Way in Township Ninety-nine (99) North, Range
Forty-six (46) West of the 5th P.M., Lyon County, Iowa.


and




WHEREAS, Second Parties desire to obtain an Option to Purchase said described property;




     In consideration of One Thousand Dollars ($1,000.00) and the mutual covenants and promises
herein, it is agreed as follows:




	 	1.	 	Second Parties shall have the option to acquire
	 
	 	 	 	That part of the Southwest Quarter (SW ‘A) of Section Twenty (20), lying West of
the Great Northern Railroad Right-of-Way in Township Ninety-nine (99) North, Range
Forty-six (46) West of the 5th RM., Lyon County, Iowa.
	 
	 	2.	 	The exercise price shall be $5,000.00 per acre plus all transaction costs
required to complete the transfer to Second Party herein including but not limited
to, abstracting fees, transfer tax, recording fees, document preparation fees, title
opinion fees and survey costs.
	 
	 	3.	 	First Parties agree to pay taxes pro-rated to date of possession if the
option is exercised.
	 
	 	4.	 	This Option shall be effective until December 31, 2006, unless extended in
writing by the parties.
	 
	 	5.	 	Second Party agrees to pay First Parties for any crop damage if possession
is taken by Second Party prior to crop removal by First Parties.
	 
	 	6.	 	Second Party shall exercise said option by giving written notice of the
intent to exercise the option.
	 
	 	7.	 	First Parties agree that Second Party shall have the right of access for the
purpose of doing any surveying, testing and inspection. Second Party agrees to pay
First




1









 












	 	 	Parties for any crop damage done as a result of said activities. First Parties agree
to cooperate with any rezoning requests by Second Party.
	 
	8.	 	Possession and closing shall occur within 45 days after the election to exercise said
option subject to completion of the necessary abstracting, title work and rezoning
proceedings, if any.
	 
	9.	 	The First Parties agree to deliver a warranty Deed free of any liens, but subject to
easements of record, and any zoning and other ordinances.
	 
	10.	 	Second Party agrees to cooperate with First Parties if First Parties elect to do a
like-kind exchange or a deferred exchange.
	 
	11.	 	This Agreement is binding upon the parties, their successors and assigns.
	 
	12.	 	The parties may use any equitable or legal remedies to enforce the terms of this
agreement.
	 
	13.	 	The Parties warrant they have their Tenants’ consent and approval for this agreement and
will indemnify the other party for any Tenant objection and costs that either party may
incur as the result of said objection, including reasonable attorney fees and court costs.
	 
	14.	 	The Parties agree to execute a Memorandum of this Agreement to be recorded.




Dated this 21st day of April, 2006.




	 	 	 	 	 	 	 
	  /s/ Thadd D. Knoblock
 

           Thadd D. Knoblock

	 	 
	 	  /s/ Wendy S. Knoblock
 

           Wendy S. Knoblock
	 	 
	 
	 	 	 	 	 	 
	  /s/ Trent L. Knoblock

	 	 	 	  /s/ Heather M. Knoblock	 	 
	 

	 	 	 	 	 	 
	           Trent L. Knoblock

	 	 	 	           Heather M. Knoblock	 	 
	 
	 	 	 	 	 	 
	  /s/ Troy J. Knoblock

	 	 	 	  /s/ Donna M. Knoblock	 	 
	 

	 	 	 	 	 	 
	           Troy J. Knoblock

	 	 	 	           Donna M. Knoblock	 	 
	 
	 	 	 	 	 	 
	  /s/ Travis R. Knoblock

	 	 	 	  /s/ Kathy S. Knoblck	 	 
	 

	 	 	 	 	 	 
	           Travis R. Knoblock

	 	 	 	           Kathy S. Knoblock	 	 






FIRST PARTIES





2









 








	 	 	 	 	 	 	 	 	 	 	 
	VICTORY RENEWABLE FUELS LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BY:	 	/s/ Allen L. Blauwet	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its
	 	Pres.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	BY:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 






SECOND PARTY





3









 








STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April,2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared Thadd D. Knoblock and Wendy S. Knoblock,
husband and wife, to me known to be the identical persons named in and who executed the foregoing
instrument, and acknowledged that they executed the same as their voluntary act and deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 	 	/s/ David Lantz
 

           NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared Trent L. Knoblock and Heather M.
Knoblock, husband and wife, to me known to be the identical persons named in and who executed the
foregoing instrument, and acknowledged that they executed the same as their voluntary act and
deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 
	 	/s/ David Lantz
 

           NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the
undersigned, a Notary Public in and for said State, personally appeared Troy J. Knoblock and Donna
M. Knoblock, husband and wife, to me known to be the identical persons named in and who executed
the foregoing instrument, and acknowledged that they executed the same as their voluntary act and
deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 	 	/s/ David Lantz
 

           NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the undersigned,
a Notary Public in and for said State, personally appeared Travis R. Knoblock and Kathy S.
Knoblock, husband and wife, to me known to be the identical persons named in and who executed the
foregoing instrument, and acknowledged that they executed the same as their voluntary act and deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 
	 	/s/ David Lantz
 

           NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 






 









 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 22nd of April, 2006, before me, the undersigned,
a Notary Public in and for said State, personally appeared Allen L. Blauwet and                      to me
personally known, who being by me duly sworn [Handwritten: affirmed] did say that the persons are
President and                      acknowledged the execution of said instrument to be the
voluntary act and deed of said limited liability company, by it voluntarily executed.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Merlin Meyer	 	 
	 	 	 	 	 	 	 
	 	 	 	 	                     NOTARY PUBLIC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	[Stamped
	 	:
	 	MERLIN MEYER	 	 
	 

	 	 	 	 	 	Commission Number 713856	 	 
	 

	 	 	 	 	 	MY COMMISSION EXPIRES	 	 
	 

	 	 	 	 	 	NOVEMBER 30, 2007]	 	 






 









 





Prepared by: Paul Kippley, 110 N. Marshall St., Rock Rapids, IA 51246 (712) 472-2567




MEMORANDUM OF OPTION TO PURCHASE




     An Option to Purchase has been granted to Victory Renewable Fuels, LLC, from Thadd D.
Knoblock and Wendy S. Knoblock, husband and wife, Trent L. Knoblock and Heather M. Knoblock,
husband and wife, Troy J. Knoblock and Donna M. Knoblock, husband and wife, and Travis R. Knoblock
and Kathy S. Knoblock, husband and wife, for the following described real estate:




That part of the Southwest Quarter (SW 1/4) of Section Twenty (20), lying West of the Great
Northern Railroad Right-of-Way in Township Ninety-nine (99) North, Range Forty-six (46)
West of the 5th P.M., Lyon County, Iowa.




A copy of the Option to Acquire can be obtained from Victory Renewable Fuels, LLC.



     This Option automatically lapses on December 31, 2006 unless extended in writing by the
parties. If extended a Memorandum to that effect shall be recorded.



     Dated this 21st day of April, 2006.



	 	 	 	 	 	 	 
	  /s/ Thadd D. Knoblock
 

           Thadd D. Knoblock

	 	 
	 	  /s/ Wendy S. Knoblock
 

           Wendy S. Knoblock
	 	 
	 
	 	 	 	 	 	 
	  /s/ Trent L. Knoblock

	 	 	 	  /s/ Heather M. Knoblock	 	 
	 

	 	 	 	 	 	 
	           Trent L. Knoblock

	 	 	 	           Heather M. Knoblock	 	 
	 
	 	 	 	 	 	 
	  /s/ Troy J. Knoblock

	 	 	 	  /s/ Donna M. Knoblock	 	 
	 

	 	 	 	 	 	 
	           Troy J. Knoblock

	 	 	 	           Donna M. Knoblock	 	 
	 
	 	 	 	 	 	 
	  /s/ Travis R. Knoblock

	 	 	 	  /s/ Kathy S. Knoblck	 	 
	 

	 	 	 	 	 	 
	           Travis R. Knoblock

	 	 	 	           Kathy S. Knoblock	 	 






 









 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April,2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared Thadd D. Knoblock and Wendy S. Knoblock,
husband and wife, to me known to be the identical persons named in and who executed the foregoing
instrument, and acknowledged that they executed the same as their voluntary act and deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910
	 	 
	 	   /s/ David Lantz
 

	 	 
	 	 	MY COMMISSION EXPIRES	 	 	 	NOTARY PUBLIC	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared Trent L. Knoblock and Heather M.
Knoblock, husband and wife, to me known to be the identical persons named in and who executed the
foregoing instrument, and acknowledged that they executed the same as their voluntary act and
deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910
	 	 
	 	   /s/ David Lantz
 

	 	 
	 	 	MY COMMISSION EXPIRES	 	 	 	NOTARY PUBLIC	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the
undersigned, a Notary Public in and for said State, personally appeared Troy J. Knoblock and Donna
M. Knoblock, husband and wife, to me known to be the identical persons named in and who executed
the foregoing instrument, and acknowledged that they executed the same as their voluntary act and
deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 
	 	  /s/ David Lantz
 

NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]	 	 	 	 	 	 





STATE OF IOWA, COUNTY OF LYON, ss:




     On this 21st of April, 2006, before me, the undersigned, a
Notary Public in and for said State, personally appeared Travis R. Knoblock and Kathy S. Knoblock,
husband and wife, to me known to be the identical persons named in and who executed the foregoing
instrument, and acknowledged that they executed the same as their voluntary act and deed.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	[Stamped: DAVID LANTZ	 	 	 	 	 	 
	 

	 	 	 	Commission Number 717910

MY COMMISSION EXPIRES
	 	 
	 	   /s/ David Lantz
 

NOTARY PUBLIC
	 	 
	 

	 	 	 	Aug 12, 2008]