FIRST
      AMENDMENT TO 

    CONSTRUCTION
      AND TERM LOAN AGREEMENT

    


    THIS
      AMENDMENT TO CONSTRUCTION AND TERM LOAN AGREEMENT
      (“Amendment”) dated as of June 2, 2008, is entered into by and between
SHOW
      ME ETHANOL, LLC, a
      Missouri limited liability company (the “Borrower”)
      and
FCS
      FINANCIAL, PCA,
      as agent
      (the “Agent”)
      for
      itself and on behalf of the other Banks. 

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      that as of March 1, 2007, the parties hereto, along with the Banks, entered
      into
      that certain Construction and Term Loan Agreement (the “Loan Agreement”),
      wherein, among other things, Agent provided funds to Borrower in connection
      with
      the construction of the Project; and

    


    WHEREAS,
      in connection with Borrower’s construction of the Project, Borrower experienced
      cost overruns which required Borrower to obtain or raise additional funds to
      complete the Project; and

    


    WHEREAS,
      Borrower has secured additional funds from various persons that are “Accredited
      Investors” in an amount not less than Three Million Dollars ($3,000,000.00) to
      assist in completion of the Project (the “Member Loan”); and

    


    WHEREAS,
      the Banks and the Agent have agreed to allow Borrower to obtain the Member
      Loan
      in accordance with the provisions of this Amendment; and 

    


    WHEREAS,
      Borrower and Agent hereby desire to amend the Loan Agreement as set forth
      hereinafter provided;

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the terms and conditions
      contained in this Amendment, and of any loans or extensions of credit or other
      financial accommodations at any time made to or for the benefit of Borrower
      by
      the Banks, the Borrower, the Banks and Agent agree as follows:

     

    1. Certain
      Defined Terms.
      The
      parties hereto acknowledge and agree that the following items of Section
      1.01“Certain
      Defined Terms” shall be deleted in their entirety and amended as
      follows:

    


    “Excess
      Cash Flow”
means,
      with respect to a fiscal year of the Borrower, the amount of cash flow from
      operations that exceeds Net Income plus depreciation for said fiscal year less
      (Capital Expenditures, scheduled Term Loan principal payments, scheduled Member
      Loan payments and Distributions for said fiscal year).”

    


    “Member
      Loan”
means
      those certain loans from persons, who are “Accredited Investors” to Borrower, as
      evidenced by that certain Loan and Security Agreement by and among the Borrower
      and the contributing person.”


    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    “Member
      Loan Documents”
means
      those certain documents, including without limitation, the Loan and Security
      Agreement by and among the Borrower and the contributing Members, evidencing
      the
      Member Loan.”

    


    “Member
      Loan Lender”
means
      those parties making the Member Loan as set forth in the Member Loan Documents
      and on the Member Loan Subordination Agreement.”

    


    “Member
      Loan Subordination Agreement”
means
      that certain Intercreditor/Subordination Agreement by and among the Borrower,
      Agent and the Member Loan Lender dated June 2, 2008.”

    


    “Subordinated
      Debt”
means
      any and all Debt of Borrower held by any Person other than Agent, and Bank,
      or
      the Revolving Credit Lender pursuant to either this Agreement or the Revolving
      Credit Agreement, including, without limitation the Member Loan.”

    


    “Working
      Capital”
means
      current assets of the Borrower less current liabilities of the Borrower;
      provided, however, the Member Loan shall be excluded as a Debt in the
      determination of Working Capital until such time as the Member Loan is then
      currently due and owing.”

    


    2. Revolving
      Credit Facility.
      The
      parties hereto acknowledge and agree that Section
      2.11(f)“Revolving
      Credit Facility” shall be deleted in its entirety and replaced with
      the following:

    


    “Revolving
      Credit Facility.
      The
      parties acknowledge and agree effective as of November 6, 2007, Revolving Credit
      Lender and Borrower entered into the Revolving Credit Facility to provide
      Borrower with funds for use in the operation of the Project, as amended, in
      the
      maximum principal amount of Eight Million Dollars ($8,000,000.00). Additionally,
      the Banks agree and acknowledge that all or a portion of the Collateral shall
      be
      secured equally and ratably with the Revolving Credit Facility on the same
      lien
      priority basis.”

    


    3. Conditions
      Precedent to this Amendment.
      The
      parties hereto acknowledge and agree that following shall be condition precedent
      to the execution and delivery of this Amendment by the Banks and
      Agent:

    


    3.1 Execution
      of the Member Loan Subordination Agreement.
      The
      Member Loan Lender (by and through the Collateral Agent, State Bank of Slater,
      Missouri), Borrower and Agent shall have executed and delivered the Member
      Loan
      Subordination Agreement.

    


    3.2. Execution
      of the First Amendment to Revolving Credit Agreement.
      The
      Borrower and Revolving Credit Lender shall have entered into that certain First
      Amendment to Revolving Credit Agreement, among other things increasing the
      amount of the Revolving Credit Facility from Five Million Dollars
      ($5,000,000.00) to Eight Million Dollars ($8,000,000.00).


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    3.3 Funding
      of the Member Loan.
      The
      Agent shall have received written confirmation that the Member Loan Lenders
      have
      funded the Member Loan.

    


    4. Consent
      to Member Loan.
      By
      execution of this Amendment, the Banks and Agent consent to the Member Loan
      and
      the creation of additional indebtedness there under by Borrower.

    


    5. Multiple
      Counterparts.
      This
      Amendment may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which taken together shall
      constitute one and the same instrument.

    


    6. Reaffirmation
      of Previous Terms and Conditions.
      All of
      the remaining terms and conditions of the Agreement, as amended, where not
      inconsistent with the above, shall remain the same and are hereby republished,
      reaffirmed and restated as of the date hereof.

    


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    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective officers and duly authorized, as of the date first above
      written.

    


    
      	
              BORROWER:

            
	 
	
              SHOW
                ME ETHANOL, LLC,

            
	
              a
                Missouri limited liability company

            
	 
	  
              
	
              By:

            	  
              
	
              Title:

            	   
              
	 
	
              AGENT,
                for itself and on behalf of the Banks:

            
	 
	
              FCS
                FINANCIAL, PCA

            
	 
	  
              
	By:	
               
                

            
	
              Title: 

            	
                
                

            


    


    
      
         

      

      
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