First Change Order To Turnkey Engineering, Procurement & Construction Agreement

Exhibit 10.1


CONTRACT CHANGE ORDER (CCO) Date: 5/31/2007 CONTRACTOR: Lurgi, Inc. Contract No.: 05066 PACKAGE: Panda Yuma Ethanol, LP CCO No.: 001

4100 Spring Valley Rd, #1002

Dallas, Texas 75244 Cost Code:

DESCRIPTION OF CHANGE:

Increase Separated Contract Price to $172,069,691 USD to include an extension of project schedule, additional field overhead, and general escalation of labor, material, and equipment pricing for Financial Closing occurring between May 1, 2007 and July 2, 2007. Itemization for this increase is attached.

Amend EPC Agreement per attached document entitled " First Change Order to Turnkey Engineering, Procurement and Construction Agreement for Ethanol Production Facility" revises certain terms and conditions and exhibits of the Agreement and is an integral part of this change order.

In the event Financial Closing does not occur on or before July 2, 2007, Contractor shall have the right to make further adjustments to the Agreement pursuant to Section 15.04(b) as amended in this document.

SCHEDULE IMPACT : One month added to schedule. In addition, Contractor requires mobilization two weeks prior to Financial Closing to initiate earthwork and maintain project schedule.

COST IMPACT:

Amount this Change Order: $ 9,735,774

AUTHORIZATION:

Accept/Reject (circle one)

Remarks:


Project Manager-Lurgi, Inc.

Commercial Project Manager-Lurgi, Inc.


5-31-07 ...