JOINT VENTURE AGREEMENT

On or before the Effective Date, the Parties shall organize the Company as a limited liability company under the laws of the State of Illinois by filing the Articles of Organization, in the form attached hereto as Exhibit 1, with the Illinois Secretary of State’s office.

The name of the Company shall be Ethanex Southern Illinois, LLC.

Subject to the terms and conditions of this JV Agreement, on the Effective Date, the Parties shall adopt and execute the Operating Agreement in the form attached hereto as Exhibit 2. The Operating Agreement shall more fully set forth the rights and obligations of the Members in the Company and, to the extent permitted by applicable law, shall be consistent with the terms of this JV Agreement.

The duration of the Company shall be perpetual subject to the provisions of this JV Agreement and the Operating Agreement.

The purpose of the Company will be to (i) construct and operate the Plant, (ii) develop, manufacture, distribute and sell ethanol and ethanol-based products, and (iii) engage in all activities necessary, customary, convenient or incident to the activities described herein.

Upon the signing of this JV Agreement, Ethanex shall make an initial capital contribution to the Company in the form of the Deposit.

In the event that this JV Agreement is terminated before the Effective Date or the Parties, for any reason, are unable to come to agreement on the Related Agreements or any other definitive transaction documents, then the Company shall be obligated to refund the Deposit to Ethanex.

In the event, however, the Related Agreements and any other definitive transaction documents necessary for the JV contemplated hereby are entered into and the JV is subsequently terminated, the Deposit shall be treated as a portion of Ethanex’s initial capital contribution.

Upon the Effective Date, and contemporaneously with the execution of the Related Agreements, Ethanex shall contribute management expertise, goodwill and tangible and intangible assets of Ethanex. Ethanex will also undertake to raise the project financing necessary to complete construction of the Plant in part through the sale of Ethanex securities.

Subject to adjustment as set forth in this Section 4.2, Star shall make an initial capital contribution of Eleven Million Two Hundred and Fifty Thousand Dollars ($11,250,000) an amount representing the anticipated equity contribution necessary for Star to secure a fifteen percent 15% equity interest in the Plant based upon an anticipated Two Hundred and Fifty Million Dollar ($250,000,000) cost of construction with seventy percent (70%) leverage. One half (1/2) of such contribution or Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000) shall be due within 60 days of the Effective Date. Star shall contribute the amounts called for in this Section 4.2 in cash, or in the form of the Star Assets at a mutually agreed upon valuation. The Parties anticipate that on or before March 31, 2007, the Company and its and the Company’s designated EPC contractor will determine the fixed price to construct the Plant. On or before the earlier of the Mechanical Completion Date and September 31, 2008, Star shall contribute an amount in cash equal to the difference of Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000) (or such other amount actually contributed pursuant to Section 4.2 above), and fifteen percent (15%) of the actual equity cost to construct the Plant. At such time, Star shall have the right to contribute an additional amount in cash to bring the total amount contributed to twenty-five (25%) of the actual equity cost to construct the Plant. By way of example: (a) within 60 days of the Effective Date Star contributes cash and Star Assets with an agreed upon value of Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000), (b) the actual (anticipated) cost to construct the Plant is Two Hundred Million Dollars ($200,000,000) with seventy-five percent (75%) leverage (i.e. Fifty Million ($50,000,000) of equity required), (c) Star would be required to contribute an additional One Million Eight Hundred Seventy-Five Thousand Dollars ($1,875,000) on or before the Mechanical Completion Date and September 31, 2008 in order to preserve its fifteen percent (15%) interest in the Company, but shall have the right to contribute up to an additional Six Million Eight Hundred Seventy-Five Thousand Dollars ($6,875,000) in order to secure a 25%) interest in the Company. In the event that the actual cost to complete the Plant exceeds the amount anticipated on the earlier of the Mechanical Completion Date and September 31, 2008, each of the Parties shall have the right to make additional capital contributions necessary to preserve the anticipated seventy-five percent (75%) - twenty-five percent (25%) ownership ratio between Ethanex and Star, respectively. Notwithstanding the amount of any such cost overrun, Star shall be required to contribute an amount sufficient to preserve a minimum fifteen percent (15%) ownership interest in the Company.

Ethanex hereby agrees to advance Star up to Four Million Dollars ($4,000,000) to be applied to Star’s initial capital contribution.Such advance will take the form of a senior subordinated debenture bearing interest at the rate of 11% per year, compounded quarterly. In the event Ethanex loans funds to Star to enable Star to make its initial capital contribution as contemplated in the previous sentence, such loan will be repaid, interest first, out of distributions made pursuant to the Operating Agreement.

The capital contribution provided by Ethanex pursuant to Section 4.1 above shall be used by the Company to fund the capitalizable assets of the Company including, without limitation, the design, engineering and construction costs of the Plant and the purchase of equipment to be used in the operation of the Plant.

The capital contribution provided by Star pursuant to Section 4.2 above shall be used by the Company, to the extent practical, to facilitate the construction and operation of the Plant, and to serve as security for third party financing to fund the capitalizable assets of the Company including, without limitation, the design, engineering and construction costs of the Plant and the purchase of equipment to be used in the operation of the Plant.

Subject to the satisfaction of each Party’s contribution obligations as set forth in Article 4 above, the Membership Interests of the Company shall be owned seventy-five percent (75%) by Ethanex and twenty-five percent (25%) by Star; provided, however, that in the event Star fails to meet its financial obligations, then its ownership percentage shall be reduced proportionately.

Without the prior written consent of the other Party, a Party shall not acquire, by purchase or otherwise, directly or indirectly, ownership or voting control of Membership Interests of the Company representing more than the other Party’s Membership Interest of the Company on a fully diluted basis. Profits and losses of the Company shall be allocated among the Parties in accordance with their relative Membership Interests.

The management of the Company and the responsibility for preparation and adoption of the Company’s business plan shall be vested in the Board of Directors (the “Board) and such executives, officers and employees as the Board may authorize and designate from time to time. The Board initially shall be comprised of five (5) persons, two (2) of whom shall be nominated by Ethanex, two (2) to be nominated by Star, and one (1) to be nominated by the Parties jointly. The Board shall have authority, on behalf and in the name of the Company, to perform those acts as provided in the Operating Agreement, subject to those powers that are reserved to the Members of the Company, also as provided in the Operating Agreement.

The Chairperson of the Board shall initially be appointed by Ethanex. The Chairperson shall preside over all Board meetings and, in the event of a deadlock by the Board, shall cast the deciding vote of the Board. The Chairperson of the Board also shall serve as the Manager of the Company as set forth in the Operating Agreement.

The day-to-day management and operation of the Company shall be performed by a President/CEO appointed by and serving under the direction of the Board. The initial President/CEO of the Company shall be appointed by Ethanex. The President/CEO of the Company shall have the rights and duties provided in the Operating Agreement.

The Parties agree that neither the Board nor the Company shall have the authority to do or undertake certain actions which are reserved to the Members as provided in the Operating Agreement. Certain actions of the Company shall require the approval of Members owning at least seventy-five percent (75%) of the Membership Interests of the Company as set forth in the Operating Agreement.

In addition to the other obligations set forth in this JV Agreement, Ethanex agrees that it shall:

Coordinate with Star to direct the activities of engineers, contractors, vendors, and other consultants engaged by the Company to provide products or services to the Company in order to build and operate the Plant as soon as commercially practicable;

provide management support and local logistical support integral to completion of the Plant;

use its commercially best efforts to coordinate with Delta T Corporation, TIC Holdings, Inc., or firms of equivalent experience and resources, together with the other necessary design and construction professionals, to begin construction of the Plant as soon as commercially practicable;

work toward retaining Morsey Construction to construct certain portions of the Plant;

in accordance with the terms and conditions of this JV Agreement, execute and deliver on the Effective Date the following Related Agreements:

the Operating Agreement, in the form attached hereto as Exhibit 2;

the Assignment Agreement, in the form attached hereto as Exhibit 4, as more fully described in Section 8.2 below; and

take any further actions as may be necessary to complete and implement the transactions contemplated by this JV Agreement.

In addition to the other obligations set forth in this JV Agreement, Star agrees that it shall:

provide reasonable assistance to Ethanex and the Company in connection with Ethanex’s obligation to raise the Third Party Financing, including, without limitation, by making key Star executives available for investor meetings and providing financial, technical and market related information in Star’s control to aid in the preparation of private placement materials, subscription documentation or loan documentation;

use its commercially best efforts to assist Ethanex and the Company with the coordination and direction of engineers, contractors, vendors and consultants engaged by the Company to provide products or services to the Company in order to complete the construction of the Plant by the Plant Completion Date;

in accordance with the terms and conditions of this JV Agreement, execute and deliver on the Effective Date the following Related Agreements:

the Operating Agreement, in the form attached hereto as Exhibit 2; and

the Contribution Agreement, in the form attached hereto as Exhibit 3, as more fully described in Section 8.1 below; and

Unless otherwise agreed in writing by the Parties, on the Effective Date, Ethanex shall execute and deliver to the Company the Assignment Agreement whereby Ethanex shall assign or otherwise transfer to the company, and the Company shall assume or otherwise take or acquire from Ethanex, Ethanex’s contractual right or option to have a qualified Third Party engineering, procurement, and construction firm construct a large scale, multi-million gallon per year ethanol plant for Ethanex.

Unless otherwise agreed in writing by the Parties, on the Effective Date, Star shall execute and deliver to the Company the Contribution Agreement relating to the assets to be contributed to the Company as described in Section 4.2 above. The execution and delivery by Star of the Contribution Agreement shall be deemed a condition precedent to the Obligation of Ethanex to execute and deliver the Assignment Agreement as described in Section 8.1 above.

In addition to the Related Agreements, the Parties shall cause the Company to enter into an executive employment agreement in a form mutually agreeable by the Company and Ronald J. Gerino providing for an initial base salary of $150,000 and benefits to be determined by the Board.

Any sale, gift, transfer or other disposition, whether voluntary or by operation of law, of a Member’s Membership Interest, other than in accordance with the terms of this JV Agreement and the Operating Agreement shall be void and shall transfer no right, title or interest in or to any such Membership Interest to the purported transferee.

Any permitted transfer of a Membership Interest of the Company shall be performed in accordance with the terms and provisions set forth in Article XI of the Operating Agreement.

Each Party represents and warrants to the other that it has the legal right, power and authority to enter into this JV Agreement and the Related Agreements, and to fully perform its obligations hereunder and thereunder, and that the performance of such obligations shall not conflict with its charter or organizational documents or any agreements, contracts or other arrangements to which it is a party.

EXCEPT AS EXPRESSLY SET FORTH IN THIS JV AGREEMENT OR THE RELATED AGREEMENTS, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITIES, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.

This JV Agreement may be terminated and the transactions contemplated hereby abandoned by a Party sending written notice to other Party upon the occurrence of one or more of the following events:

if the other Party shall commit a material breach of any of its obligations under this JV Agreement, which, if remediable, is not remedied within thirty (30) business days from the giving of written notice requiring said breach to be remedied;

if the other Party, its creditor(s), or any Third Party shall file for the other Party’s liquidation, bankruptcy, reorganization, or dissolution, or if the other Party is unable to pay any debts as they become due, or if the creditor(s) of the other Party have taken over its management.

Termination of this JV Agreement shall be without prejudice to the accrued rights and liabilities of the Parties at the date of termination, unless waived in writing by mutual agreement of the Parties.

Upon termination of this JV Agreement, each Party shall discontinue use, cancel and return to the other Party, all confidential and/or proprietary information of the other Party that has been furnished or obtained in contemplation of the transactions contemplated hereunder or in connection with this JV Agreement and the Related Agreements, together with all reproductions and copies thereof and other written documents related thereto retaining no reproductions or copies or other written documents relating to such confidential and/or proprietary information.

If this JV Agreement is terminated and the transactions contemplated hereby are abandoned, this JV Agreement shall become null and void, except for the provisions of this Article 12 and the other provisions of this JV Agreement which, by their nature, are intended to survive.

The failure or delay of either Party to perform any obligation under this JV Agreement solely by reason of acts of God, acts of government (except as otherwise enumerated herein), riots, wars, embargoes, strikes, lockouts, accidents or other causes beyond its control (each a “Force Majeure Event”) shall not be deemed a breach of this JV Agreement; provided, however, that the Party so prevented from complying herewith shall not have procured such Force Majeure Event, shall have used all reasonable diligence to avoid such Force Majeure Event and ameliorate its effects, and shall continue to take all actions within its power to comply as fully as reasonably possible with the terms of this JV Agreement.

Except where the nature of the Force Majeure Event shall prevent it from doing so, the Party suffering such Force Majeure Event shall notify the other Party in writing within three (3) days after the occurrence of such Force Majeure Event and shall in every instance, to the extent possible and lawful under the circumstances, use its commercially best efforts to remove or remedy such Force Majeure Event with all reasonable dispatch.

In the event that any provision of this JV Agreement becomes or is declared by a court or other tribunal of competent jurisdiction to be illegal, invalid, unenforceable or void, such provision(s) shall be limited or eliminated to the extent necessary so that this JV Agreement shall otherwise remain in full force and effect without said provision.

Each Party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this JV Agreement.

Neither this JV Agreement nor any rights hereunder shall be assignable, directly or indirectly, by any Party hereto without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

This JV Agreement supersedes all previous and contemporaneous representations, understandings or agreements, oral or written, between the Parties with respect to the subject matter hereof, and the agreements and documents contemplated hereby contain the entire understanding of the Parties as to the terms and conditions of their relationship. No changes, alterations or modifications hereto shall be effective unless they are in writing and are signed by an authorized representative of each Party.

The headings in this JV Agreement are included for convenience of reference only and do not substantively affect the terms or interpretation of this JV Agreement.

This JV Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument. Delivery of an executed counterpart of a signature page to this JV Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart of this JV Agreement.