Subscription And Investment Representation Agreement

ETHANOL GRAIN PROCESSORS, LLC



AMENDMENT TO

SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT



THIS AMENDMENT TO SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT (this "Amendment") is entered into and made effective as of March 16, 2006, by and between Ethanol Grain Processors, LLC, a Tennessee limited liability company with principal executive offices located at 1918 McDonald Road, Rives, Tennessee 38253, and mailing office address of P.O. Box 95, Obion, Tennessee 38240 (the "Company"), and Fagen Energy, Inc., a Minnesota corporation with principal executive office located at 501 W. Highway 212, P.O. Box 159, Granite Falls, Minnesota 56241 (the "Subscriber").



R E C I T A L S



A. Pursuant to a certain Subscription and Investment Representation Agreement dated December 2, 2005 (the "Agreement") received and accepted by the Company in connection with a private escrow offering, the Subscriber is entitled to receive 1,250,000 of the Company92s units at a price of $2.00 per unit at financial closing (as defined in the Agreement).



B. The Agreement provided for an additional 125,000 of units as an early subscription ince ...