**Exhibit 10.1**

 

ASSIGNMENTOF OPTION AGREEMENTS

 

AGREEMENTmade this 2nd day of July, 2003 by and between ILLINOIS RIVER ENERGYLLC, a Delaware limited liability company, of the County of Ogle, State ofIllinois, hereinafter called “ASSIGNOR” or “IRE”; and James D. Carmichael, ofthe County of Ogle, State of Illinois, hereinafter called “ASSIGNEE” or“Carmichael”.

 

Forgood and valuable consideration, the receipt of which ASSIGNOR herebyacknowledges, ASSIGNOR hereby gives, assigns, transfers and sets over untoASSIGNEE, all of ASSIGNOR’S right, title and interest in and to those certainOPTION AGREEMENTS described as follows:

 

1.                                      OptionAgreement by and between Illinois River Energy, LLC (“IRE”) and Noggle FamilyLimited Partnership (“Noggle”); and

 

2.                                      OptionAgreement by and between Illinois River Energy, LLC (“IRE”) and Henry A.Knetsch, Jr. as trustee under trust agreement dated 7/21/1988 (“Knetsch”); and

 

3.                                      OptionAgreement by and between Illinois River Energy, LLC (“IRE”) and Carl R. Pohlad(“Pohlad”), 

 

hereinafter, collectivelycalled the “OPTIONS”.

 

ASSIGNORhereby directs the issuance and delivery of a deed or deeds hereunder to theASSIGNEE.

 

ThisAssignment may be executed in several counterparts, each of which shall be anoriginal and all of which shall constitute but one and the same instrument, andshall be binding upon the respective heirs, devisees, legatees, personalrepresentatives, successors and assigns of the respective parties.

 

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INWITNESS WHEREOF, the ASSIGNOR has hereunto executed this Assignment as of theday and year first written above.

 
|   |   | ASSIGNOR:                  |
|--------|--------|----------------------------|
|   |   |                       |   |
|   |   | ILLINOIS RIVER ENERGY, LLC |
|   |   |                       |   |
|   |   | By:                        | /s/ Floyd Schultz |
|   |   |                       | Floyd Schultz |

 

 

 

ASSIGNEE’S ACCEPTANCE

 

ASSIGNEE,accepts this Assignment the day and year first written above. If IRE has notpreviously exercised the OPTIONS, ASSIGNEE hereby expressly agrees to exercisethe OPTIONS and further hereby expressly agrees to proceed to closing of theOPTIONS, all pursuant to the terms of the OPTIONS.

 
|   |   | ASSIGNEE:               |
|--------|--------|-------------------------|
|   |   |                    |   |
|   |   | /s/ James D. Carmichael |
|   |   | James D. Carmichael     |

 

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| STATE OF ILLINOIS | )    |
|-------------------|------|
|              | )ss. |
| COUNTY OF OGLE    | )    |

 

I,the undersigned, a Notary Public, in the for said County, in the Stateaforesaid, DO HEREBY CERTIFY THAT James I. Carmichael, who is personally knownto me to be the same person whose name is subscribed to the foregoinginstrument, appeared before me this day in person and acknowledged that hesigned, sealed and delivered the said instrument as his free, and voluntaryact, for the uses and purposes therein set forth,

 

GIVENunder my hand and Notary Seal this 2nd day of July 2003.

 

 
|   |   |   | /s/ Charles P. Cole, Jr. |
|--------|--------|--------|--------------------------|
|   |   |   | Notary Public            |

 

 
| STATE OF ILLINOIS | )    |
|-------------------|------|
|              | )ss. |
| COUNTY OF OGLE    | )    |

 

I,the undersigned, a Notary Public, in the for said County, in the Stateaforesaid, DO HEREBY CERTIFY THAT Floyd Schultz, who is personally known to meto be the same person whose name is subscribed to the foregoing instrument,appeared before me this day in person and acknowledged that he signed, sealedand delivered the said instrument as his free, and voluntary act, and as thefree and voluntary act of IRE, for the uses and purposes therein set forth,

 

GIVENunder my hand and Notary Seal this 2nd day of July 2003.

 

 
|   |   |   | /s/ Charles P. Cole, Jr. |
|--------|--------|--------|--------------------------|
|   |   |   | Notary Public            |

 

Prepared by and Return to:

Charles P. Cole, Jr.

Attorney at Law

P.O. Box 24

Rochelle, II 61068

 

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