PREPARED
      BY AND UPON

    RECORDATION
      RETURN TO:

    Bryan
      Cave LLP

    1200
      Main Street, Suite 3500

    Kansas
      City, Missouri 64105

    Attention:
      Dennis M. Alt

     

      
        

      

    

    (space
      above reserved for Recorder’s use)

     

    MISSOURI
      LEASEHOLD DEED OF TRUST,

    ASSIGNMENT
      OF RENTS AND SECURITY AGREEMENT

     

    SHOW
      ME ETHANOL, LLC,

    a
      Missouri limited liability company,

    as
      Grantor

     

    to

     

    THOMAS
      F. KREAMER,

    as
      Trustee

     

    for
      the benefit of

     

    STATE
      BANK OF SLATER,

     

    as
      Grantee (Agent)

     

    Dated
      as of June 5, 2008

    

      
        	
                Location:

              	
                Carroll
                  County, Missouri

              
	
                Grantee’s

              	 
	
                Address:

              	
                201
                  West Maple Street, Slater, MO 65349, Attention: William L.
                  Summers

              
	
                Legal

              	 
	
                Description:

              	
                See
                  Exhibit A attached
                  hereto

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS
      AGREEMENT SECURES AMONG OTHER THINGS FUTURE ADVANCES AND OBLIGATIONS AND IS
      TO
      BE GOVERNED BY THE PROVISIONS OF SECTION 443.055 OF THE MISSOURI REVISED
      STATUTES. THE TOTAL PRINCIPAL AMOUNT OF OBLIGATIONS THAT MAY BE SECURED
      HEREUNDER IS $3,590,000.

     

    MISSOURI
      LEASEHOLD DEED OF TRUST,

    ASSIGNMENT
      OF RENTS AND

    SECURITY
      AGREEMENT

     

    THIS
      MISSOURI LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT
      (“Deed
      of Trust”)
      is
      made and executed as of the second day of June, 2008, by SHOW
      ME ETHANOL, LLC,
      a
      Missouri limited liability company, whose address is 807 West Main, P.O. Box
      158, Richmond, Missouri 64085 (“Grantor”),
      THOMAS
      F. KREAMER,
      a
      Missouri resident, with an address of c/o Bryan Cave LLP, 1200 Main Street,
      Suite 3500, Kansas City, Missouri 64105 (the
      “Trustee”),
      for
      the benefit of STATE
      BANK OF SLATER,
      with an
      address of 201 West Maple Street, Slater, MO 65349, Attention: William L.
      Summers, as agent (in such capacities and together with any successors in such
      capacities, “Agent”)
      for
      the lending institutions (collectively, whether one or more, the “Lender”),
      from
      time to time a party to the Loan and Security Agreement (as defined
      below).

     

    A. Debt.
      Grantor
      has executed various 9% Subordinated Secured Promissory Notes Due June 4, 2010
      (collectively, whether one or more, the “Note”)
      evidencing an aggregate loan in the amount of $3,590,000.00 by the Lender to
      Grantor, pursuant to the terms contained in that certain Loan and Security
      Agreement, dated June 5, 2008 (“Loan
      and Security Agreement”).
      Each
      Note is more fully described on Exhibit
      B
      attached
      hereto and incorporated herein. A condition to such loan is the granting of
      this
      Deed of Trust by Grantor as security for the obligations of Grantor under the
      Note. The Note, this Deed of Trust, the Loan and Security Agreement and all
      other instruments and documents evidencing, securing or relating to the
      indebtedness evidenced by the Note are referred to herein as the “Loan
      Documents.”
The
      execution and delivery of the Note, this Deed of Trust and the other Loan
      Documents to which Grantor is a party is a condition precedent to Lender making
      the loans to Grantor evidenced by the Note.

     

    B. Grant.
      Grantor, in consideration of the debt and trust herein described, and the sum
      of
      Ten Dollars ($10.00) and other good and valuable consideration to it paid by
      the
      Lender and Agent, the receipt and sufficiency of which are hereby acknowledged,
      does by these presents GRANT,
      BARGAIN AND SELL, CONVEY AND CONFIRM unto
      the
      Trustee all of Grantor’s right, title and interest in that certain leasehold
      estate which is evidenced by that certain Lease Agreement, by and between
      Carroll County, Missouri, a third class township and political subdivision
      of
      the State of Missouri, as grantor/lessor thereunder, and Grantor, as
      grantee/lessee thereunder, (collectively, the “Lease”),
      which
      affects the property located in Carroll County, Missouri, whether now owned
      or
      acquired in the future, and described on Exhibit
      A
      attached
      to and incorporated into this Deed of Trust by this reference, for the use
      and
      benefit of Agent.

     

    TOGETHER
      WITH all
      the
      improvements now or in the future erected on the property, and all tenements,
      hereditaments and appurtenances belonging or appertaining to such property
      and
      improvements, all fixtures, furnishings, equipment, appliances, machinery and
      other personal property now or in the future located on or used in connection
      with such property and all easements, leases, rents, profits, insurance and
      condemnation proceeds, royalties, mineral, oil and gas rights and profits,
      water
      rights and water stock now or in the future becoming a part of or relating
      to
      such property, and all replacements, substitutions, additions to and proceeds
      and products of the foregoing. All of the property, real, personal or mixed,
      described in this paragraph is referred to in this Deed of Trust as the
“Mortgaged
      Property.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    C. TO
      HAVE AND TO HOLD the
      Mortgaged Property unto the Trustee, and its successors and assigns, in
      accordance with the provisions contained herein, for the use and benefit of
      Agent.

     

    D. NOW,
      THEREFORE,
      if
      Grantor pays and performs its obligations under the Note and the other Loan
      Documents and complies with each and every agreement, condition and covenant
      contained and set forth in this Deed of Trust, the Note and all related
      documents, then this Deed of Trust will be released, without warranty, at the
      request and cost of Grantor.

     

    E. Secured
      Obligations.
      This
      Deed of Trust secures to Agent: (a) the repayment of all obligations evidenced
      by the Note, including interest; (b) the payment of all other sums now or in
      the
      future advanced by Lender and Agent under the Note, this Deed of Trust or the
      other Loan Documents, and the performance of all future obligations of Grantor
      to Lender and Agent under the Loan Documents, provided that at no time will
      the
      total principal amount secured by this Deed of Trust, not including sums
      advanced to protect the security of this Deed of Trust, or for any other
      purposes specified in Section 443.055 of the Revised Statutes of Missouri,
      as
      amended, exceed the principal sum stated on the face of this Deed of Trust;
      and
      (c) the payment and performance of Grantor’s other covenants, agreements and
      obligations under the Note, this Deed of Trust and under the other Loan
      Documents (all referred to as the “Secured
      Obligations”).

     

    F. Representations,
      Covenants and Warranties.
      Grantor
      represents, covenants, and warrants:

     

    (a) that
      the
      Lease is in full force and effect and has not been modified or amended in any
      manner whatsoever;

     

    (b) that
      there are no defaults under the Lease, and no event has occurred, that, with
      the
      giving of notice, the passage of time, or both, would constitute a default
      under
      the Lease;

     

    (c) that
      all
      rents, additional rents, and other sums due and payable under the Lease have
      been paid in full to the extent they were payable before the date of this Deed
      of Trust;

     

    (d) that
      neither Grantor nor the landlord under the Lease has commenced any action or
      given or received any notice for the purpose of terminating the
      Lease;

     

    (e) that
      the
      interest of the tenant under the Lease is vested in the Grantor;

     

    (f) the
      quiet
      and peaceful possession of Lender and Agent; 

     

    (g) that
      the
      Grantor will defend the leasehold estate created by the Lease for the entire
      remainder of the term set forth in the Lease, against all and every person
      or
      persons lawfully claiming, or who may claim the same or any part of the Lease,
      subject only to the payment of the rents reserved in the Lease and to the
      performance and observance of all the terms, covenants, conditions and
      warranties of the Lease, subject in each case to the permitted encumbrances
      (the
“Permitted
      Encumbrances”)
      set
      forth on Exhibit
      B.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    G. Assignment
      of Leases and Rents.
      Grantor
      hereby assigns to Agent all leases and other agreements, written or oral, now
      in
      existence or hereafter arising for the use or occupancy of all or any portion
      of
      the Mortgaged Property, and all the rents, issues, and profits of all or any
      part of the Mortgaged Property and all funds received by Grantor for any use,
      sale, or lease of all or any part of the Mortgaged Property, as further security
      for the payment and performance of the Secured Obligations, and Grantor grants
      to Agent the right to enter upon and to take possession of the Mortgaged
      Property and every part thereof for the purpose of collecting the same and
      to
      let the Mortgaged Property or any part thereof, and to apply the rents, issues,
      and profits, after payment of all necessary charges and expenses, on account
      of
      the Loan Documents. This assignment and grant will continue in effect until
      this
      Deed of Trust is released. Notwithstanding the foregoing, Grantor will have
      the
      right, under a license now granted by Agent to Grantor, to collect and receive
      said rents, issues, and profits until the occurrence of an Event of Default
      (as
      defined below); and Grantor agrees to use such rents, issues, and profits in
      payment of principal, interest and other obligations becoming due under the
      Loan
      Documents and in payment of taxes, assessments, sewer rates, water rents, and
      carrying charges becoming due against the Mortgaged Property, but such right
      of
      Grantor will be revoked automatically upon the occurrence of an Event of
      Default. Grantor will not, without the written consent of Agent, receive or
      collect rent from any tenant of all or any part of the Mortgaged Property for
      a
      period of more than one month in advance, and if an Event of Default occurs,
      Grantor will pay monthly in advance to Agent, or to any receiver appointed
      to
      collect such rents, issues, and profits, the higher of the fair and reasonable
      rental value or the rent reserved in any written lease for the use and
      occupation of the Mortgaged Property or of such part of the Mortgaged Property
      as may be in the possession of Grantor, and upon default in any such payment
      will, at the option of Agent, vacate and surrender the possession of the
      Mortgaged Property to Agent or to such receiver, and if Grantor fails to do
      so,
      Grantor may be evicted by summary proceedings. Upon demand, Grantor will execute
      and deliver to Agent such further assignments and other documents and
      instruments as Agent may deem advisable to carry out or evidence the assignment
      set forth in this section.

     

    H. Security
      Agreement.
      This
      Deed of Trust, in addition to being a lien on real estate, also is a security
      agreement by and between Grantor, as debtor, and Agent, as secured party, with
      respect to all of the Mortgaged Property which is personal property (the
“Personal
      Property”),
      and
      this Deed of Trust creates and grants to Agent a first lien and security
      interest in all Personal Property (subject only to the Permitted Encumbrances)
      until the Secured Obligations are paid in full. Grantor hereby grants to Agent
      a
      security interest in all of the Personal Property as security for the payment
      and performance of the Secured Obligations. Upon the occurrence of any Event
      of
      Default, Agent will have all the rights and remedies of a secured party under
      the Uniform Commercial Code and any other applicable laws. This Deed of Trust
      will also constitute a Uniform Commercial Code financing statement for purposes
      of perfecting Agent’s interest in the Personal Property and fixtures described
      herein.

     

    GRANTOR
      AND AGENT FURTHER COVENANT AND AGREE AS FOLLOWS:

     

    1. Payment
      and Performance of Obligations.
      Grantor
      must promptly pay and perform when due all of the Secured
      Obligations.

     

    2. Claims
      Against Mortgaged Property.
      Grantor
      will pay, from time to time when the same become due, all claims and demands
      of
      mechanics, materialmen, laborers, and others which, if unpaid, might result
      in,
      or permit the creation of, a lien on all or any part of the Mortgaged Property,
      whether prior or subordinate to this Deed of Trust, or on the revenues, rents,
      issues, income, and profits arising from the Mortgaged Property, and in general
      will do or cause to be done everything necessary so that the priority of this
      Deed of Trust will be fully preserved, at the cost of Grantor, without expense
      to Lender or Agent. Agent at its option may be subrogated for further security
      to the lien of any prior encumbrance, mechanic’s lien, or vendor’s lien on the
      Mortgaged Property paid out of the proceeds of the Note, even though the same
      be
      released of record.

     

    3. Reserved.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    4. Preservation
      and Maintenance of Mortgaged Property.
      Grantor
      covenants and agrees not to permit or commit any waste on or of the Mortgaged
      Property and to maintain the Mortgaged Property at all times in a state of
      good
      repair and condition; to comply with, or cause to be complied with, all
      statutes, ordinances, and requirements of any governmental or other authority
      relating to the Mortgaged Property; and to do or permit to be done to the
      Mortgaged Property nothing that will alter or change the use and character
      of
      the Mortgaged Property or in any way impair or weaken the security of this
      Deed
      of Trust or otherwise diminish the value of the Mortgaged Property. In case
      of
      the refusal, neglect, or inability of Grantor to repair and maintain the
      Mortgaged Property, Agent may, at its option, make such repairs or cause repairs
      to be made, and advance money to do so.

     

    5. Taxes
      and Public Charges.
      Grantor
      will pay and discharge, before delinquency, all taxes (including real and
      personal property taxes and income, franchise, withholding, profits, and gross
      receipts taxes); all general and special assessments, levies, permits,
      inspection, and license fees; all water and sewer rents and charges; and all
      other public charges, whether of a like or different nature, imposed upon or
      assessed against Grantor or all or any part of the Mortgaged Property or upon
      the revenues, rents, issues, income, and profits of the Mortgaged Property
      or
      arising in respect of the occupancy, use, or possession of the Mortgaged
      Property. Grantor will, upon the request of Agent, deliver to Agent receipts
      evidencing the payment of all such taxes, assessments, and other public
      charges.

     

    6. Insurance.

     

    (a) Grantor
      agrees to maintain in force at all times (i) comprehensive, general liability
      insurance, including premises, operations, and products liability, with limits
      and deductibles satisfactory to Agent; and (ii) “all risk” property insurance,
      including, without limitation, fire, windstorm, explosion, such other risks
      usually insured against by owners of like properties, and such other coverages
      as Agent may from time to time require on the Mortgaged Property, in an amount
      equal to the full replacement cost of the portion of the Mortgaged Property
      constituting improvements and Personal Property and must be sufficient to
      prevent the application of coinsurance provisions, and with only such
      deductibles as Agent may approve. If any of the Mortgaged Property is designated
      as a flood prone or a flood risk area, as defined by the Flood Disaster
      Protection Act of 1973, as amended, Grantor will maintain flood insurance in
      an
      amount and with such deductibles to be determined by Agent from time to time,
      and also must comply with any additional requirements of the National Flood
      Insurance Program as set forth in said Act. Grantor must maintain in force
      at
      all times workers’ compensation insurance respecting all employees of Grantor as
      required by law.

     

    (b) All
      such
      insurance must be written by companies, on forms and with endorsements all
      satisfactory to Agent, all with satisfactory loss-payable and standard
      non-contribution mortgagee clauses attached in favor of Agent (or, in case
      of a
      foreclosure sale, in favor of the owner of the certificate of sale). Grantor
      must promptly deliver to Agent a certificate of insurance on all policies and
      endorsements, and all renewals. All such policies must provide for, among other
      things, thirty (30) days’ prior written notice to Agent of their expiration or
      any cancellation or modification. Not less than ten (10) days prior to the
      expiration of any such policy, a certified copy of an appropriate renewal policy
      must be delivered to Agent.

     

    7. Escrows.
      Upon an
      Event of Default, Agent may require that a sum equal to 1/12th
      of the
      total estimated amount of the current year’s taxes and assessments against the
      Mortgaged Property and estimated insurance premiums for insurance coverages
      required to be provided by Grantor be paid monthly in advance to Agent on the
      first day of each month. If the fund created by such payments exceeds the actual
      amount of taxes, assessments and premiums, the excess will be credited to
      Grantor and applied to future taxes, assessments and premiums, or to interest
      or
      principal, as Agent may elect. The waiving of such monthly payments at any
      time
      will not bar Agent from later requiring Grantor to make such payments. No
      interest will be paid by Agent on any of such funds. The funds provided for
      in
      this Section are solely for the added protection of Agent and entail no
      responsibility on Agent’s part beyond the allowing of due credit, without
      interest, for the sums actually received by it. Upon any assignment of this
      Deed
      of Trust by Agent, any funds on hand will be turned over to the assignee and
      any
      responsibility of Agent with respect to such funds will
      terminate.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    8. Condemnation.
      If all
      or any part of the Mortgaged Property is taken or damaged by the exercise of
      the
      power of eminent domain, Grantor may contest the same in good faith so long
      as
      Grantor is not in default under any of the Loan Documents, but the award for
      any
      property so taken is hereby assigned to Agent, and Agent, upon such award
      becoming final, is authorized, in the name of Grantor or Agent, as appropriate,
      to execute and deliver acquittances for, and release of, any such award and
      to
      collect and apply the proceeds, after the payment of all of Agent’s and Lender’s
      expenses in connection with such proceedings (including attorneys’ fees), to the
      payment of the Secured Obligations (such application to be in such order as
      Agent may elect), and the remainder, if any, will be paid to
      Grantor.

     

    9. Casualty
      Loss.
      If any
      of the Mortgaged Property is destroyed or damaged by fire or any other cause,
      whether insured or uninsured, and if such damage is Substantial Damage, Grantor
      will, at Agent’s option, either (i) restore or rebuild the damaged Mortgaged
      Property or (ii) apply any insurance or other proceeds to the payment of the
      Secured Obligations. If any damage occurs that is not Substantial Damage,
      Grantor must promptly restore or rebuild the damaged Mortgaged Property so
      that
      it is at least of equal value and substantially the same character as prior
      to
      the damage or destruction. If Agent elects to require Grantor to rebuild the
      damaged Mortgaged Property or if such damage is not Substantial Damage, then
      Agent will make any insurance or other proceeds that have been paid to Agent
      available to Grantor in accordance with such reasonable disbursement procedures
      as Agent may impose. Any surplus that remains out of the insurance proceeds
      after payment of such cost of rebuilding or restoration may, at the option
      of
      Agent, (i) be applied on account of the Secured Obligations or such portion
      as
      Agent will determine, in such order of maturity as Agent may determine, but
      without any change in the amount of the monthly payments due under the Note,
      or
      (ii) be paid to Grantor. If the Mortgaged Property is acquired by Agent or,
      as
      the result of a foreclosure, by anyone else, Grantor’s right to any insurance
      policies and proceeds resulting from damage to the Mortgaged Property prior
      to
      the acquisition will pass to Agent or the other party, as the case may
      be.

     

    10. Protection
      of Agent’s Security.
      Agent
      may, at its option, and without waiving its right to accelerate the Secured
      Obligations and to foreclose this Deed of Trust, pay either before or after
      default any or all of those certain obligations required by the terms of this
      Deed of Trust to be paid by Grantor for the protection of the Deed of Trust
      security or for the collection of any of the Secured Obligations or may bring
      or
      intervene in any legal proceeding for the protection of the Deed of Trust
      security. All sums so advanced, paid or expended by Agent or Lender (including,
      to the extent permitted by law, attorneys’ fees and expenses) will become part
      of the Secured Obligations, and will bear interest from the date thereof at
      the
      interest rates set forth in the Note, and become an integral part of the Secured
      Obligations, subject in all respects to the terms, conditions, and covenants
      of
      the Loan Documents, as fully and to the same extent as though a part of the
      original indebtedness evidenced by the Note and secured by this Deed of Trust,
      except that such sums will be repaid to Agent upon demand.

     

    11. Inspection.
      Agent
      or its agent may enter upon and inspect the Mortgaged Property at reasonable
      times upon reasonable notice.

     

    12. Grantor
      Not Released; Forbearance by Agent Not a Waiver.
      Extension of the time for payment of the sums secured by this Deed of Trust
      granted by Agent to Grantor or any successor in interest will not operate to
      release Grantor or Grantor’s successors in interest from liability under this
      Deed of Trust. Agent will not be required to commence proceedings against any
      successor in interest or refuse to extend time for payment of the sums secured
      by this Deed of Trust by reason of any demand made by the original Grantor
      or
      Grantor’s successors in interest. Any forbearance by Agent in exercising any
      right or remedy will not be a waiver of or preclude the exercise of any right
      or
      remedy.


    
      
        
        

      

      
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    13. Loan
      Charges.
      In no
      event will the total of all amounts payable under the Loan Documents, whether
      of
      interest or of other charges which may or might be characterized as interest,
      exceed the maximum rate or amount permitted to be charged under applicable
      law.
      If Agent receives any payment that is or would be in excess of the interest
      or
      other charge permitted to be charged under applicable law, the portion of the
      payment which is in excess of the permissible amount will have been, and will
      be
      deemed to have been, a payment in reduction of the principal balance of the
      Note, or, if such portions exceed the unpaid principal balances, the excess
      will
      be refunded to Grantor.

     

    14. Reserved.

     

    15. Notices.
      All
      notices or other communications required or permitted to be given pursuant
      to
      the provisions of this Deed of Trust will be deemed to have been duly given
      or
      made: if by hand, immediately upon delivery; if by telex, immediately upon
      confirmation of receipt; if by express mail or any other public, semi-public,
      or
      private overnight delivery service, one (1) day after dispatch; and if mailed
      by
      certified mail, postage prepaid and return receipt requested, three (3) days
      after deposit in the mail. All such notices and communications will be given
      to
      the parties at their respective addresses set forth in this Deed of Trust,
      or to
      such other addresses as either party may designate by notice in accordance
      with
      the terms of this section.

     

    16. Governing
      Law; Severability; Conformity.
      This
      Deed of Trust will be governed by the law of Missouri (the “State”).
      In
      the event that any provision or clause of the Loan Documents conflicts with
      applicable law, such conflict will not affect other provisions of the Loan
      Documents which can be given effect without the conflicting provision. To this
      end, the provisions of the Loan Documents are declared to be severable. To
      the
      extent Missouri law may now or hereafter impose requirements or set limitations
      on Lender’s or Agent’s rights under the Loan Documents, the Loan Documents will
      be conformed to comply in all respects to the law as it may from time to time
      be
      amended.

     

    17. Events
      of Default.
      Each of
      the following will constitute an “Event of Default” under this Deed of Trust:
      (a) failure of Grantor to make any payment of principal or interest or any
      other
      amount due under the Loan Documents, when the same become due and payable,
      whether at maturity, or by acceleration as provided in the Loan Documents;
      (b)
      failure of Grantor to make any payment when due (including any applicable notice
      or grace periods) in accordance with the terms of any prior or subordinate
      mortgage or deed of trust or the notes secured thereby, or failure to perform
      any of the other terms, covenants and conditions of any prior or subordinate
      mortgage or deed of trust, or the notes secured thereby, on or before the date
      for such performance (including any applicable cure or grace periods); (c)
      failure of Grantor to observe or perform any nonmonetary covenant or agreement
      contained in the Loan Documents; (d) failure of Grantor to observe or perform
      any other obligation to, or covenant or agreement with Agent on or before the
      date for such performance (including any applicable cure or grace periods);
      (e)
      appointment of a receiver, trustee or liquidator (or other similar official)
      of
      Grantor or of the Mortgaged Property or any portion thereof in any proceeding
      or
      by any federal or state officer or agency and such appointee is not discharged
      within sixty (60) days after such appointment or Grantor’s consent to such
      appointment; (f) Grantor files a petition in bankruptcy or for reorganization
      or
      for an arrangement under state law, now or hereafter in effect, or Grantor
      makes
      an assignment for the benefit of its creditors, or admits in writing its
      inability to pay its debts generally as they become due, or suspends payment
      of
      obligations or takes any action in furtherance of any of the foregoing; (g)
      a
      petition or claim of involuntary bankruptcy is filed against Grantor under
      the
      Bankruptcy Code or any similar federal or state law, now or hereafter in effect,
      and (1) Grantor consents to such filing, or (2) fails to obtain a final order
      dismissing such petition or claim within thirty (30) days after the such filing;
      or (h) Grantor gives any notice pursuant to Section 443.055 of the Revised
      Statutes of Missouri, as amended, or otherwise by which Grantor elects to
      terminate the operation of this Deed of Trust as security for future advances
      or
      future obligations made or incurred after the date Agent receives such notice,
      or Grantor takes any other action for the purpose of limiting or attempting
      to
      limit the operation of this Deed of Trust as such security. Grantor
      acknowledges, represents and warrants that this Deed of Trust is collateral
      for
      a loan given in a business transaction, as contemplated by Section 443.055(10)
      of the Revised Statutes of Missouri, as amended.


    
      
        
        

      

      
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    18. Remedies.
      At any
      time after an Event of Default has occurred, the whole of the obligations set
      forth in the Loan and Security Agreement and the other Secured Obligations
      will
      become due at Agent’s option immediately or at any time thereafter at the
      continuing option of Agent, and this Deed of Trust will remain in force, and
      Agent may exercise any right, power or remedy permitted to it by law or by
      contract, and in particular, without limiting the generality of the foregoing,
      Agent will have the absolute right, at its option, to pursue one or more of
      the
      following remedies:

     

    (a) Agent
      will be entitled, immediately or thereafter, without notice or demand, to the
      extent permitted by the laws of the State, (i) to institute suit to enforce
      the
      rights of Agent and (ii) to enforce, at Agent’s continuing option, payment of
      all Secured Obligations by action to foreclose this Deed of Trust, either or
      both, concurrently or otherwise; and one action or suit will not abate or be
      a
      bar to or waiver of the Agent’s right to institute or maintain the other,
      provided that Agent will have only one payment and satisfaction of the Secured
      Obligations. 

     

    (b) Agent
      will have the right from time to time to take action to recover any sums,
      whether interest, principal or any installment of either, or any other sums
      required to be paid under the Loan Documents, as the same become due, without
      regard to whether or not the principal sum secured or any other Secured
      Obligations will be due, and without prejudice to the right of Agent thereafter
      to bring an action of foreclosure, or any other action, or commence foreclosure
      proceedings under the power of sale, for a default or Event of Default by
      Grantor existing at the time such earlier action was commenced.

     

    (c) The
      Trustee may proceed to sell all or any part of the Mortgaged Property, at public
      vendue, to the highest bidder, at the customary place in the county in which
      the
      Mortgaged Property is located, for cash, first giving the public notice required
      by law of the time, terms and place of sale, and of the property to be sold;
      and
      upon such sale will execute and deliver a deed of conveyance of the property
      sold to the purchaser or purchasers of the property, and any statement or
      recital of fact in such deed in relation to the nonpayment of indebtedness
      hereby secured, existence of the indebtedness so secured, notice of
      advertisement, sale, receipt of money, and the happening of any of the events
      by
      which any successor trustee became successor as herein provided, will be prima
      facie evidence of the truth of such statement or recital; and the Trustee will
      receive the proceeds of such sale, and the Trustee covenants faithfully to
      perform the trust herein created. Until a sale is held hereunder, the Trustee
      hereby lets the Mortgaged Property to Grantor upon the following terms and
      conditions: Grantor, and any and all persons claiming or possessing the
      Mortgaged Property, and any part thereof, by, through, or under it will pay
      rent
      therefor at the rate of one cent per month, payable monthly upon demand and
      will
      surrender peaceable possession of the Mortgaged Property and any and every
      part
      thereof to the Trustee, any of its successors or assigns, or purchasers thereof,
      without notice or demand therefor, upon the occurrence of any Event of
      Default.

     

    (d) Any
      court
      of competent jurisdiction may, at any time or times, either before or after
      a
      foreclosure sale, without notice and without requiring bond, without regard
      to
      the solvency or insolvency of any person liable for payment of the Secured
      Obligations, and without regard to whether Agent has exercised or is exercising
      any other available remedy, appoint, as a matter of strict right and as an
      admitted equity, a receiver for the benefit of Agent, with power to collect
      the
      rents, issues, and profits of the Mortgaged Property, due and to become due.
      These provisions for the appointment of a receiver and assignment of rents
      are
      an express condition upon which the loan to Grantor and the financial
      accommodations to Grantor have been made. The receiver, out of such rents,
      issues, and profits when collected, may pay all attorneys’ fees and expenses;
      may pay all costs and operating expenses incurred in the management and
      operation of the Mortgaged Property; may pay and secure the release of prior
      or
      coordinate liens, if any; may pay taxes, assessments, water and other utility
      charges, and insurance premiums, then due or thereafter accruing; may make
      and
      pay for any repairs to the Mortgaged Property deemed advisable to Agent; and
      may
      pay all or any part of the Secured Obligations then due and payable, or other
      sums secured hereby or any deficiency decree entered in any foreclosure
      proceedings or otherwise as Agent may direct, all in such order of application
      as Agent may direct.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (e) Agent
      will have all the rights and remedies of a secured party under the Uniform
      Commercial Code and any other applicable laws. Agent may appoint or delegate
      any
      one or more persons as agent to perform any act or acts necessary or incident
      to
      any sale held by Agent, including the sending of notices and the conduct of
      the
      sale, but in the name and on behalf of Agent. Further, Agent may proceed as
      set
      forth in Section 9-604 of the Uniform Commercial Code which provides that if
      a
      security agreement covers both real and personal property, as is the case
      herein, Agent may proceed against only the personal property or proceed against
      both the real and personal property in accordance with the rights and remedies
      in respect of the real property, in which case the provisions of the Uniform
      Commercial Code do not apply. Agent is hereby authorized to direct the Trustee
      to foreclose the personal property in accordance with the real property rights
      and remedies as set forth herein.

     

    (f) Agent
      may
      exercise any and all other remedies available at law or in equity.

     

    19. Substitute
      Trustee.
      Agent,
      at its option, may from time to time remove Trustee and appoint a successor
      trustee to any Trustee appointed hereunder by an instrument recorded in the
      county in which this Deed of Trust is recorded. Without conveyance of the
      Mortgaged Property, the successor trustee will succeed to all the title, power
      and duties conferred upon Trustee herein and by applicable law.

     

    20. Lender
      in Possession.
      Upon
      any default with respect to the Secured Obligations or upon abandonment of
      the
      Mortgaged Property by Grantor, Agent (in person, by agent or by judicially
      appointed receiver) will be entitled, at Agent’s option, to enter upon, take
      possession of and manage the Mortgaged Property and to collect the rents of
      the
      Mortgaged Property, including those past due. Any rents collected by Agent
      or
      the receiver will be applied first to payment of the costs of management of
      the
      Mortgaged Property and collection of rents, including, but not limited to,
      receiver’s fees, premiums on receiver’s bonds and reasonable attorneys’ fees,
      and then to the Secured Obligations.

     

    21. Costs
      and Expenses.
      Grantor
      agrees to pay all fees and charges incurred in the procuring and making of
      this
      Deed of Trust or in the perfection of the lien and security interests created
      by
      this Deed of Trust. Grantor further agrees to pay each and all of the costs,
      charges and expenses, including, to the extent permitted by law, attorneys’ fees
      and abstract and title insurance costs, reasonably incurred or paid at any
      time
      by Agent because of the failure of Grantor to perform, comply with, and abide
      by
      each and every of the agreements, conditions, and covenants of any of the Loan
      Documents.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    22. Waivers.
      To the
      extent permitted by law, Grantor agrees not at any time to insist upon, plead,
      claim or take any benefit or advantage, in any way whatsoever, whether now
      or in
      the future, of any of the following: (a) any law providing for the valuation
      or
      appraisal of all or any part of the Mortgaged Property prior to or after any
      sale or sales made pursuant to this Deed of Trust, or pursuant to the decree,
      judgment, or order of any court of competent jurisdiction; or (b) any right
      under any statute to redeem all or any part of the property so sold. Grantor
      wholly waives, for Grantor and those who claim under Grantor (a) all rights
      and
      periods of redemption provided under Missouri law, and (b) all right to have
      the
      Mortgaged Property or any other assets which secure the Secured Obligations
      marshaled upon any foreclosure under this Deed of Trust.

     

    23. Successors
      and Assigns; Joint and Several Liability.
      The
      covenants and agreements of this Deed of Trust will benefit the Agent and
      Agent’s successors and assigns. Grantor’s covenants and agreements are joint and
      several.

     

    (Remainder
      of this page intentionally left blank)


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    BY
      SIGNING BELOW,
      Grantor
      accepts and agrees to the terms and covenants contained in this Deed of
      Trust.

     

    
      	
              GRANTOR:

            
	 
	
              SHOW
                ME ETHANOL, LLC,

            
	
              a
                Missouri limited liability company

            
	 
	
              By:
                

            	 
	
              Name:
                

            	 
	
              Title:

            	 


    

     

    ACKNOWLEDGMENT

     

    STATE
      OF
      ____________ )

    )
      ss.

    COUNTY
      OF
      __________ )

     

    On
      this,
      the _____ day of __________________ in the year 2008, before me,
      ____________________, a Notary Public in and for said state, personally appeared
      _____________________, Manager of Show Me Ethanol, LLC, a Missouri limited
      liability company, known to me to be the person who executed the within
      instrument in behalf of said limited liability company and acknowledged to
      me
      that he/she executed the same for the purposes therein stated.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my notorial seat at
      my
      office in ______________________________, ________________________, the day
      and
      year last above written.

     

    
      	 
	 
	
              Notary
                Public in and for

            
	
              said
                County and State

            


    

     

    My
      commission expires:

     

    
      
        

      

    

    (The
      Notary Public must type or print his/her name immediately beneath his/her
      signature)


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    The
      following real estate located in Carroll County, Missouri:

     

    That
      portion of the North half of Section 35, Township 53 North of the base line,
      Range 23 West of the Fifth Principal Meridian, Carroll County, Missouri,
      described as follows: Beginning at a point on the East line of the Northwest
      Quarter in said Section 35 that is North 01°50’28”
      East, 70.82 feet from the center of said Section 35, said point being on the
      Northerly right of way line of Missouri Highway 24; thence Westerly along a
      curve to the right, having a radius of 1597.02 feet, though a central angle
      of
      12°15’59”,
      an arc length of 341.90 feet along said R.O.W. line; thence North 87°48’53”
      West, 43.20 feet along said R.O.W. line; thence North 02°11’07”
      East, 5.00 feet along said R.O.W. line; thence North 87°48’53”
      West, 99.87 feet along said R.O.W. line; thence North 00°28’54”
      West, 482.81 feet; thence South 83°30’24”
      West, 677.88 feet; thence North 07°56’29”
      West, 255.90 feet; thence North 81°47’56”
      East, 346.62 feet; thence North 49°30’21”
      East, 62.47 feet; thence North 13°53’07”
      East, 378.24 feet; thence North 23°25’30”
      East, 129.10 feet; thence North 07°49’59”
      West, 208.97 feet; thence South 74°43’16”
      East, 333.68 feet; thence South 76°58’57”
      East, 108.16 feet; thence North 89°54’09”
      East, 169.98 feet; thence North 75°36’56”
      East, 302.17 feet; thence South 47°13’25”
      East, 294.66 feet; thence South 15°58’29”
      West, 876.92 feet; thence North 77°34’13”
      West, 164.41 feet to the West line of the Northeast Quarter in said Section
      35;
      thence South 01°50’28”
      West, 384.70 feet along said West line and along said East line to the point
      of
      beginning.


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    DESCRIPTION
      OF NOTES

     

    
      	1.	
              9%
                Subordinated Secured Promissory Notes Due June 1 2010, dated June
                2, 2008,
                executed by Show Me Ethanol, LLC, a Missouri limited liability company
                to
                the following Lenders in the following
                amounts:

            


    

    

      
        	
                Akeman
                  Farms, Inc.

              	 	
                $

              	
                20,000

              	 
	
                Baum
                  Living Trust

              	 	
                $

              	
                40,000

              	 
	
                Robert
                  and Dorothy Bell

              	 	
                $

              	
                30,000

              	 
	
                Michael
                  and Carolyn Boland

              	 	
                $

              	
                20,000

              	 
	
                Rex
                  and Brenda Buhrmester

              	 	
                $

              	
                20,000

              	 
	
                Central
                  Missouri BioFuels, LLC

              	 	
                $

              	
                75,000

              	 
	
                Harold
                  F. Clark

              	 	
                $

              	
                30,000

              	 
	
                David
                  and Karen Durham

              	 	
                $

              	
                50,000

              	 
	
                Henry
                  W. Durham

              	 	
                $

              	
                100,000

              	 
	
                James
                  A. and Beverly J. Edwards

              	 	
                $

              	
                30,000

              	 
	
                Gary
                  L. and Mary L. Ewert

              	 	
                $

              	
                40,000

              	 
	
                George
                  Famuliner

              	 	
                $

              	
                50,000

              	 
	
                James
                  and Sandra Famuliner

              	 	
                $

              	
                50,000

              	 
	
                Octavia
                  R. Famuliner Trust

              	 	
                $

              	
                40,000

              	 
	
                Farmers
                  Grain Terminal, LLC

              	 	
                $

              	
                500,000

              	 
	
                Walker
                  C. Fletcher Trust

              	 	
                $

              	
                250,000

              	 
	
                Gill
                  Enterprises, Inc.

              	 	
                $

              	
                25,000

              	 
	
                Gill
                  Family Investments, LP

              	 	
                $

              	
                25,000

              	 
	
                Viola
                  M. Heil

              	 	
                $

              	
                20,000

              	 
	
                Ralph
                  and Mary Louise Henke, LP

              	 	
                $

              	
                50,000

              	 
	
                Stephen
                  L. Hopper

              	 	
                $

              	
                20,000

              	 
	
                Jefferson
                  City Oil Co.

              	 	
                $

              	
                300,000

              	 
	
                Mike
                  Kehoe

              	 	
                $

              	
                20,000

              	 
	
                JW
                  and Patricia Kipping

              	 	
                $

              	
                50,000

              	 
	
                Mary
                  Kipping Revocable Trust

              	 	
                $

              	
                40,000

              	 
	
                Korff
                  Farms Inc.

              	 	
                $

              	
                30,000

              	 
	
                Stanley
                  and Suzanne Kruse

              	 	
                $

              	
                25,000

              	 
	
                Dale
                  R. Ludwig

              	 	
                $

              	
                20,000

              	 
	
                Joseph
                  A. McCormick

              	 	
                $

              	
                125,000

              	 
	
                Merlin
                  Clark Farms, Inc.

              	 	
                $

              	
                30,000

              	 
	
                Brenda
                  Popp

              	 	
                $

              	
                20,000

              	 
	
                Robert
                  Quinn

              	 	
                $

              	
                25,000

              	 
	
                Ray
                  Carroll County Grain Growers, Inc.

              	 	
                $

              	
                1,000,000

              	 
	
                Ray
                  Land and Loan Company

              	 	
                $

              	
                100,000

              	 
	
                Riley
                  Brothers, LLC

              	 	
                $

              	
                150,000

              	 
	
                John
                  and Carolyn Thompson

              	 	
                $

              	
                25,000

              	 
	
                John
                  and Linda Urich

              	 	
                $

              	
                25,000

              	 
	
                Rudolph
                  Veit

              	 	
                $

              	
                20,000

              	 
	
                Karen
                  Venable Revocable Trust

              	 	
                $

              	
                100,000

              	 


      

    


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    PERMITTED
      ENCUMBRANCES

     

    
      	
              1.

            	
              General
                taxes for State/County for the year 2008 and all subsequent years,
                and
                special assessments due or payable
                therewith.

            


    

     

    
      	
              2.

            	
              Lease
                Agreement, between Carroll County, Missouri, as lessor, and Show
                Me
                Ethanol, LLC, as lessee, as evidenced by a Memorandum of
                Lease.

            


    

     

    
      	
              3.

            	
              Deed
                of Trust and Security Agreement, by Show Me Ethanol, LLC, to Husch
                Trustee, Inc., a trustee for FCS Financial, PCA, as administrative
                agent,
                dated March 1, 2007, filed March 19, 2007, in Book 720, Page 957,
                in the
                Recorder’s Office located in Carroll County, Missouri (“Record’s
                Office”).

            


    

     

    
      	
              4.

            	
              Assignment
                of Leases and Rents, by Show Me Ethanol, LLC, to FCS Financial, PCA,
                as
                administrative agent, filed March 19, 2007, in Book 720, Page 984
                in the
                Record’s Office.

            


    

     

    
      	
              5.

            	
              Other
                encumbrances as provided in the title
                commitment.

            


    

     

    
      
        
        

      

      
        B-2