THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
      THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE OR OTHER DISPOSITION OF
      THIS
      NOTE MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THIS NOTE
      HAS
      BECOME EFFECTIVE UNDER SAID ACT, AND SUCH REGISTRATION OR QUALIFICATION AS
      MAY
      BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE HAS BECOME EFFECTIVE, OR
      THE
      COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    PAYMENTS
      OF PRINCIPAL AND INTEREST IN RESPECT OF THIS NOTE ARE SUBORDINATED, TO THE
      EXTENT SPECIFIED IN THE INTERCREDITOR/SUBORDINATION AGREEMENT, DATED AS OF
      JUNE
      2, 2008, BY AND AMONG SHOW ME ETHANOL, LLC, THE MAKER, FCS FINANCIAL, PCA,
      AND
      EACH OF THE OTHER PERSONS SUBJECT TO SUCH AGREEMENT, TO PAYMENTS OF CERTAIN
      SENIOR INDEBTEDNESS OF MAKER.

     

      
        

      

    

     

    9%
      SUBORDINATED SECURED PROMISSORY NOTE DUE JUNE 4 2010

    

      
        	
                $______________

              	
                June
                  5 2008

              


      

    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Show Me Ethanol, LLC, a Missouri limited liability
      company (“Maker”), promises to pay to the order of ______________, (“Payee,”
Payee and any subsequent holder(s) hereof are hereinafter referred to
      collectively as “Holder”), the principal sum of _________ ($______), together
      with interest on the outstanding Principal balance hereof from the date hereof
      at the rate of nine percent (9%) per annum (computed on the basis of a 360-day
      year for the actual number of days elapsed), on June 4 2010 (the “Maturity
      Date”). Capitalized terms used herein without definition shall have the meanings
      set forth in that certain Loan and Security Agreement dated as of the date
      hereof which is being entered into in connection with this Note (the “Loan
      Agreement”). 

     

    Interest
      on the outstanding Principal balance hereof shall be due and payable annually,
      in arrears, with the first installment being payable on the first anniversary
      of
      the Closing Date, as defined in the Purchase Agreement and thereafter on the
      Maturity Date, at which time the entire outstanding Principal balance, together
      with all accrued and unpaid interest, shall be immediately due and payable
      in
      full. The Maker shall make its interest payments under this Note on each payment
      date referenced above by making a cash payment through the Agent (as defined
      in
      the Loan Agreement) to the Holder in an amount equal to nine percent (9%) per
      annum of the Principal balance outstanding under this Note. Payments of
      Principal and/or interest shall be made in lawful money of the United States
      of
      America to the registered Holder of this Note at the address shown in the
      register maintained by the Agent for such purpose, all in the manner provided
      in
      the Loan Agreement. 

     

    This
      Note
      and the Loan Agreement are issued pursuant to the Purchase Agreement, effective
      as of June 5 2008 (the “Purchase Agreement”), by and among Maker, the Payee and
      the other lenders from time to time party thereto, the terms and provisions
      of
      which are incorporated herein by reference. The registered Holder is entitled
      to
      the benefits of this Note, the Purchase Agreement and the Loan Documents (as
      defined in the Loan Agreement), as they relate to the Note, and may enforce
      the
      agreements of Maker contained herein and therein and exercise the remedies
      provided hereby and thereby or otherwise available in respect hereto and thereto
      only through the Agent and not individually as a Holder of the
      Note.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Maker
      may prepay outstanding Principal on the Note at any time and from time to time.
      All payments shall be made on a pro rata basis according to the outstanding
      Principal amount of the Notes held by the Lenders.

     

    Upon
      the
      occurrence of any Event of Default as set forth in the Loan Agreement or herein,
      except for an Event of Default resulting from an Act of Bankruptcy or Act of
      Dissolution, the Agent at its option, may, without notice to Maker, accelerate
      the maturity of the indebtedness evidenced hereby and declare this Note to
      be
      immediately due and payable, as well as any and all other indebtedness of Maker
      to the Lenders. Upon the occurrence of any such Event of Default and the
      acceleration of the maturity of the indebtedness evidenced by the Notes: (a)
      Agent, on behalf of Holder, shall be immediately entitled to exercise any and
      all rights and remedies possessed by Holder pursuant to the terms of this Note
      and all of the other Loan Documents; and (b) Holder shall have any and all
      other
      rights and remedies that Lenders may now or hereafter possess at law, in equity
      or by statute.

     

    Following
      an Event of Default, all of Maker’s obligations under this Note shall, for such
      time as Maker fails to cure the Event of Default, bear interest until paid
      at an
      annual rate (the “Default Rate”) equal to the lesser of (i) the rate that is
      five percentage points (5%) in excess of the above-specified interest rate,
      or
      (ii) the maximum rate of interest allowed to be charged under applicable law
      (the “Maximum Rate”), regardless of whether or not there has been an
      acceleration of the payment of Principal. All such interest shall be paid at
      the
      time of and as a condition precedent to the curing of any such Event of
      Default.

     

    In
      the
      event this Note is placed in the hands of an attorney for collection, or if
      Holder incurs any costs incident to the collection of the indebtedness evidenced
      hereby, Maker and any endorsers hereof agree to pay to Holder an amount equal
      to
      all such costs, including without limitation all reasonable attorneys’ fees and
      all court costs.

     

    Presentment
      for payment, demand, protest and notice of demand, protest and nonpayment are
      hereby waived by Maker and all other parties hereto. No failure to accelerate
      the indebtedness evidenced hereby by reason of an Event of Default hereunder,
      acceptance of a past-due installment or other indulgences granted from time
      to
      time, shall be construed as a novation of this Note or as a waiver of such
      right
      of acceleration or of the right of Holder thereafter to insist upon strict
      compliance with the terms of this Note or to prevent the exercise of such right
      of acceleration or any other right granted hereunder or by applicable law.
      No
      extension of the time for payment of the indebtedness evidenced hereby or any
      installment due hereunder, made by agreement with any person now or hereafter
      liable for payment of the indebtedness evidenced hereby, shall operate to
      release, discharge, modify, change or affect the original liability of Maker
      hereunder or that of any other person now or hereafter liable for payment of
      the
      indebtedness evidenced hereby, either in whole or in part, unless Holder agrees
      otherwise in writing. This Note may not be changed orally, but only by an
      agreement in writing signed by the party against whom enforcement of any waiver,
      change, modification or discharge is sought.

     

    The
      indebtedness and other obligations evidenced by this Note are further evidenced
      by (i) the Purchase Agreement, (ii) the Loan Documents and (iii) certain other
      instruments and documents, as may be required to protect and preserve the rights
      of Maker and Payee, as more specifically described in the Purchase
      Agreement.

     

    All
      agreements herein made are expressly limited so that in no event whatsoever,
      whether by reason of advancement of proceeds hereof, acceleration of maturity
      of
      the unpaid balance hereof or otherwise, shall the amount paid or agreed to
      be
      paid to Holder for the use of the money advanced or to be advanced hereunder
      exceed the Maximum Rate. If, from any circumstances whatsoever, the fulfillment
      of any provision of this Note or any other agreement or instrument now or
      hereafter evidencing, securing or in any way relating to the indebtedness
      evidenced hereby shall involve the payment of interest in excess of the Maximum
      Rate, then, ipso facto, the obligation to pay interest hereunder shall be
      reduced to the Maximum Rate; and if from any circumstance whatsoever, Holder
      shall ever receive interest, the amount of which would exceed the amount
      collectible at the Maximum Rate, such amount as would be excessive interest
      shall be applied to the reduction of the Principal balance remaining unpaid
      hereunder and not to the payment of interest. This provision shall control
      every
      other provision in any and all other agreements and instruments existing or
      hereafter arising between Maker and Holder with respect to the indebtedness
      evidenced hereby.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    THIS
      NOTE
      SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND ENFORCED UNDER, THE
      LAWS
      OF THE STATE OF MISSOURI, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
      LAW
      OF SUCH STATE.

     

    EACH
      PARTY TO THIS NOTE HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS
      CONTEMPLATED HEREBY OR THEREBY MAY BE BROUGHT IN THE JURISDICTION OF THE UNITED
      STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF MISSOURI AND OF ALL MISSOURI
      STATE COURTS SITTING IN CARROLL COUNTY, MISSOURI, AND HEREBY EXPRESSLY SUBMITS
      TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF
      AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND ANY CLAIM THAT SUCH COURTS
      ARE AN INCONVENIENT FORUM. IT IS FURTHER AGREED THAT VENUE FOR ANY SUCH ACTION
      SHALL LIE EXCLUSIVELY WITH COURTS SITTING IN CARROLL COUNTY, MISSOURI, UNLESS
      HOLDER AGREES TO THE CONTRARY IN WRITING. EACH PARTY HEREBY IRREVOCABLY CONSENTS
      TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT,
      ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
      MAIL, POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN THE LOAN AND SECURITY
      AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE 10 DAYS AFTER SUCH MAILING.


     

    EACH
      PARTY TO THIS NOTE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO
      ANY
      ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE OR
      ANY
      OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER
      OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. THE MAKER (I) CERTIFIES
      THAT
      NEITHER HOLDER NOR ANY REPRESENTATIVE OR ATTORNEY OF HOLDER HAS REPRESENTED,
      EXPRESSLY OR OTHERWISE, THAT HOLDER WOULD NOT, IN THE EVENT OF LITIGATION,
      SEEK
      TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT HOLDER HAS BEEN
      INDUCED TO PURCHASE THIS NOTE BY, AMONG OTHER THINGS, THE WAIVERS AND
      CERTIFICATIONS CONTAINED HEREIN.

     

    As
      used
      herein, the terms “Maker” and “Holder” shall be deemed to include their
      respective successors, legal representatives and assigns, whether by voluntary
      action of the parties or by operation of law.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Note is executed on the date first above
      written.

     

    
      	
              MAKER:

            
	
              SHOW
                ME ETHANOL, LLC

            
	 
	
              By:

            	    

	
              Name:
                

            	   

	
              Title:
                

            	    



    


    
      
        
        

      

      
        4