**Exhibit      20.1**

**ORION      ETHANOL, INC.**

**AUDIT      COMMITTEE CHARTER AND CALENDAR**

***The      Purpose of the Audit Committee***

***Membership      and Structure***

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***Operations***

***Authority***

***Responsibilities***

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**ORION      ETHANOL, INC. AUDIT COMMITTEE RESPONSIBILITIES CALENDAR**

|   |   | RESPONSIBILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   | Q1      |   | Q2      |   | Q3      |   | Q4      |   | AsReq’d |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------------|
| 1.     |   | The                agenda for Committee Meetings will be prepared in consultation between                the                Committee chair (with input from the Committee members), Finance                management, the senior internal audit employee designated by the                Committee                to act as its direct liaison (the “Internal Audit Executive”), and the                independent auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | ● |   | ● |   | ● |   | ● |   | ●       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 2.     |   | Review                and update the Audit Committee Charter and Responsibilities Calendar                annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   | ● |   |          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 3.     |   | Complete                an annual evaluation of the Committee’s performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |    |   | ● |   |    |   |    |   |          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 4.     |   | Provide                a report in the annual proxy that includes the Committee’s review and                discussion of matters with management and the independent                auditor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | ● |   |    |   |    |   |    |   |          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 5.     |   | Include                a copy of the Committee charter as an appendix to the proxy statement at                least once every three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |    |   |    |   |    |   |    |   | ●       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 6.     |   | Appoint                or replace the independent auditor and approve the terms on which                the                independent auditor is engaged for the ensuing fiscal                year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   | ● |   |    |   |    |   | ● |   |          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 7.     |   | At                least annually, evaluate the independent auditor’s qualifications,                performance, and independence, including that of the lead partner.                The                evaluation will include obtaining a written report from the independent                auditor describing the firm’s internal quality control procedures; any                material issues raised by the most recent internal quality control                review,                or PCAOB review, of the firm or by any inquiry or investigation by                governmental or professional authorities within the past five years                concerning an independent audit or audits carried out by the firm,                and any                steps taken to deal with those issues; and all relationships between                the                independent auditor and the Company. |   |    |   |    |   |    |   | ● |   | ●       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |    |   |    |   |    |   |    |   |          |
| 8.     |   | Resolve                any disagreements between management and the independent auditor                about                financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |    |   |    |   |    |   |    |   | ●       |

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|  |   | RESPONSIBILITY |   | Q1 |   | Q2 |   | Q3 |   | Q4 |   | AsReq’d |
|--|--------|----------------|--------|----|--------|----|--------|----|--------|----|--------|---------------|

| 9.     |   | Establish                and oversee a policy designating permissible services that the independent                auditor may perform for the Company, providing for preapproval of                those                services by the Committee subject to the de minimis exceptions permitted                under applicable rules, and quarterly review of any services approved                by                the designated member under the policy and the firm’s non-audit services                and related fees.                                                                               |   | ● |   | ● |   | ● |   | ● |   | ● |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 10.    |   | Review                the responsibilities, functions, and performance of the Company’s internal                audit department.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   | ● |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 11.    |   | Review                and approve the appointment or change in the Internal Audit                Executive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |    |   |    |   |    |   |    |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 12.    |   | Ensure                receipt from the independent auditor of a formal written statement                delineating all relationships between the auditor and the company,                consistent with Independence Standards Board Standard No. 1, and                actively                engage in a dialogue with the auditor about any disclosed relationships                or                services that may impact the objectivity and independence of the                auditor,                and take appropriate action to oversee the independence of the independent                auditor. |   | ● |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 13.    |   | Advise                the Board about the Committee’s determination whether the Committee                consists of three or more members who are financially literate, including                at least one member who has financial sophistication and is a financial                expert.                                                                                                                                                                                                                                                                                                                |   | ● |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 14.    |   | Inquire                of management, the Internal Audit Executive, and the independent                auditor                about significant risks or exposures, review the Company’s policies for                risk assessment and risk management, and assess the steps management                has                taken to control such risk to the Company.                                                                                                                                                                                                                                          |   |    |   |    |   |    |   | ● |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 15.    |   | Review                with Finance management, the independent auditor, and the Internal                Audit                Executive the audit scope and plan, and coordination of audit efforts                to                ensure completeness of coverage, reduction of redundant efforts,                the                effective use of audit resources, and the use of independent public                accountants other than the appointed auditors of the                Company.                                                                                                                |   | ● |   |    |   | ● |   |    |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
| 16.    |   | Consider                and review with Finance management, the independent auditor, and                the                Internal Audit Executive:                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   | a.                The Company’s annual assessment of the effectiveness of its internal                controls and the independent auditor’s attestation and report about the                Company’s assessment.                                                                                                                                                                                                                                                                                                                                                                                  |   | ● |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   | b.                The adequacy of the Company’s internal controls, including computerized                information system controls and security.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   | c.                Any “material weakness” or “significant deficiency” in the design or                operation of internal control over financial reporting, and any steps                taken to resolve the issue.                                                                                                                                                                                                                                                                                                                                                                        |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   | d.                Any related significant findings and recommendations of the independent                auditor and internal audit together with management’s                responses.                                                                                                                                                                                                                                                                                                                                                                                                                        |   |    |   |    |   |    |   |    |   | ● |

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|  |   | RESPONSIBILITY |   | Q1 |   | Q2 |   | Q3 |   | Q4 |   | AsReq’d |
|--|--------|----------------|--------|----|--------|----|--------|----|--------|----|--------|---------------|

| 17.    |   | Review                with Finance management any significant changes to GAAP and/or MAP                policies or standards.                                                                                                                                                                                                                                                                                                                                     |   | ● |   | ● |   | ● |   | ● |   |    |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
| 18.    |   | Review                with Finance management and the independent auditor at the completion                of                the annual audit:                                                                                                                                                                                                                                                                                                                     |   | ● |   |    |   |    |   |    |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   | a.                The Company’s annual financial statements and related footnotes, and                recommend that the audited financial statements be included in the                Form                10-K.                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   | b.                The independent auditor’s audit of the financial statements and its report                thereon, including any matters to be communicated by the independent                auditor pursuant to Section 10A of the Securities Exchange Act of                1934.                                                                                                                                                                       |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   | c.                Any significant changes required in the independent auditor’s audit                plan.                                                                                                                                                                                                                                                                                                                                                   |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   | d.                Any serious difficulties or disputes with management encountered                during                the course of the audit, and management’s response.                                                                                                                                                                                                                                                                                  |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   | e.                Other matters related to the conduct of the audit, which are to be                communicated to the Committee under generally accepted auditing                standards.                                                                                                                                                                                                                                                                      |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
| 19.    |   | Review                with Finance management and the independent auditor at least annually                the                Company’s critical accounting policies.                                                                                                                                                                                                                                                                                        |   |    |   |    |   |    |   | ● |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
| 20.    |   | Review                policies and procedures with respect to transactions between the                Company                and officers and directors, or affiliates of officers or directors,                or                transactions that are not a normal part of the Company’s business, and                review and approve those related-party transactions that would be                disclosed pursuant to SEC Regulation S-K, Item 404. |   |    |   |    |   |    |   | ● |   | ● |

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|  |   | RESPONSIBILITY |   | Q1 |   | Q2 |   | Q3 |   | Q4 |   | AsReq’d |
|--|--------|----------------|--------|----|--------|----|--------|----|--------|----|--------|---------------|

| 21.    |   | Consider                and review with Finance management and the Internal Audit                Executive:                                                                                                                                                                                                                                                                                                     |   | ● |   | ● |   | ● |   | ● |   | ● |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   | a.                Significant findings by the independent auditor or the Internal Audit                Executive during the year and management’s responses.                                                                                                                                                                                                                                              |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   | b.                Any difficulties encountered in the course of their audit work, including                any restrictions on the scope of their work or access to required                information.                                                                                                                                                                                                        |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   | c.                Any changes required in planned scope of their audit plan.                                                                                                                                                                                                                                                                                                                                    |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 22.    |   | Participate                in a telephonic meeting among Finance management, the Internal Audit                Executive and the independent auditor before such earnings release                to                discuss the earnings release, financial information, use of any non-GAAP                information, and earnings guidance.                                                                  |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 23.    |   | Review                and discuss with Finance management and the independent auditor the                Company’s quarterly financial statements.                                                                                                                                                                                                                                                        |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 24.    |   | Review                the periodic reports of the Company with Finance management, the                Internal                Audit Executive, and the independent auditor prior to filing of the                reports with the SEC, including the disclosures under “Management’s                Discussion and Analysis of Financial Condition and Results of                Operations.” |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 25.    |   | In                connection with each periodic report of the Company,                review:                                                                                                                                                                                                                                                                                                                   |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   | a.                Management’s disclosure to the Committee and the independent auditor under                Section 302 of the Sarbanes-Oxley Act, including identified changes                in                internal control over financial reporting.                                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
|   |   | b.                The contents of the Chief Executive Officer and the Chief Financial                Officer certificates to be filed under Sections 302 and 906 of the                Sarbanes-Oxley Act and the process conducted to support the                certifications.                                                                                                                               |   |    |   |    |   |    |   |    |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 26.    |   | Monitor                the appropriate standards adopted as a code of conduct for the                Company.                                                                                                                                                                                                                                                                                                   |   |    |   | ● |   |    |   |    |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 27.    |   | Review                with the Compliance Officer legal and regulatory matters that may                have a                material impact on the financial statements, related Company compliance                policies and programs, and reports received from                regulators.                                                                                                                 |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 28.    |   | Develop,                review, and oversee procedures for (i) receipt, retention, and treatment                of complaints received by the Company regarding accounting, internal                accounting controls, and auditing matters and (ii) the confidential,                anonymous submission of employee concerns regarding accounting or                auditing                matters.       |   |    |   | ● |   |    |   |    |   | ● |

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|  |   | RESPONSIBILITY |   | Q1 |   | Q2 |   | Q3 |   | Q4 |   | AsReq’d |
|--|--------|----------------|--------|----|--------|----|--------|----|--------|----|--------|---------------|

| 29.    |   | Meet                with the independent auditor in executive session to discuss any                matters                the Committee or the independent auditor believes should be discussed                privately with the Audit Committee.                                                                             |   | ● |   | ● |   | ● |   | ● |   |    |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|--------|---------|--------|---------|--------|---------|--------|---------|
|   |   |                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 30.    |   | Meet                with the Internal Audit Executive in executive session to discuss                any                matters the Committee or the Internal Audit Executive believes should                be                discussed privately with the Audit Committee.                                                    |   | ● |   | ● |   | ● |   | ● |   |    |
|   |   |                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 31.    |   | Meet                with Finance management in executive sessions to discuss any matters                the                Committee or Finance management believes should be discussed privately                with the Audit Committee.                                                                                      |   |    |   |    |   |    |   |    |   | ● |
|   |   |                                                                                                                                                                                                                                                                                                                            |   |    |   |    |   |    |   |    |   |    |
| 32.    |   | Set                clear hiring policies for the Company’s hiring of employees or former                employees of the independent auditor who were engaged in the Company’s                account, and ensure the policies comply with any regulations applicable                to                the Company. |   |    |   |    |   |    |   |    |   | ● |

***Adopted      by the Board of Directors on February 28, 2007***

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