**Exhibit10.1**

 

**MEMORANDUMOF EXTENSION**

 

                THISMEMORANDUM made and executed by the City of Garnett, Kansas, a municipalcorporation organized and existing under the laws of Kansas, and East KansasAgri-Energy, LLC.

 

                FORVALUABLE CONSIDERATION, the parties agree that the certain Option to PurchaseReal Estate entered by them, dated May 14, 2002, having been previouslyextended from December 1, 2002, its stated expiration date, for six months toJune 1, 2003, is hereby extended for a period of an additional twelve months,to June 1, 2004.

 

                Theparties further agree:

 

                (a)           The site anticipated in Lot Two (2)to be required for Purchaser to locate a pumping and storage basin for rawwater is no longer needed for such purpose, due to re-orientation of the planton the main site; but Purchaser now anticipates needing approximately 3.23acres in, and being more or less the south 217 feet of, Lot One (1) of theGolden Prairie Industrial Park to deal with storm water at said site.  The parties agree that the said Option shallbe amended to substitute the said area in Lot One (1) for the area previouslydescribed as being in Lot Two (2).

 

                (b)           The parties further agree that allother terms and conditions of the said option agreement are hereby ratified andconfirmed.

 

                INWITNESS WHEREOF, the parties have inscribed their names, the date and year setout in the respective acknowledgements.

 

 
| CITY OF GARNETT, KANSAS |                     | EAST KANSAS AGRI-ENERGY,  LLC |
|-------------------------|--------------------------|-------------------------------|
|                    |                     |                          |   |   |
|                    |                     |                          |   |   |
| By                      | /s/ R.G. Doran           |                          | By | /s/ William R. Pracht |
|                    | R.G. Doran, City Manager |                          |   | President |
|                    | Seller                   |                          |   | Buyer |

 

 
| STATE OF KANSAS | ) |   |
|-----------------|---|--------|
|            | ) | ss:    |
| ANDERSON COUNTY | ) |   |

 

                SUBSCRIBED and ACKNOWLEDGEDbefore me on this 14 day of May, 2003, by R.G. Doran, City Manager of the Cityof Garnett, Kansas.

 

 
|   |   |   |   |   |   |   |          | Nancy Hermreck |
|--------|--------|--------|--------|--------|--------|--------|---------------|----------------|
|   |   |   |   |   |   |   | Notary Public |

 

 

----

 

 

My appointment expires

 

                8/27/04   

 

 

 
| STATE OF KANSAS | ) |   |
|-----------------|---|--------|
|            | ) | ss:    |
| ANDERSON COUNTY | ) |   |

 

 

SUBSCRIBED and ACKNOWLEDGEDbefore me on this 14 day of May, 2003, by        William R. Pracht   ,president of East Kansas Agri-Energy, LLC.

 

 
|   |   |   |   |   |   |   |   |   | Christina L. Rockers |
|--------|--------|--------|--------|--------|--------|--------|--------|--------|----------------------|
|   |   |   |   |   |   |   |   |   | Notary Public        |   |   |   |
|   |   |   |   |   |   |   |   |   |                 |   |   |   |   |
|        |        |        |        |        |        |        |        |        |                      |  |  |  |  |

 

My appointment expires

 

                02/17/05