EXHIBIT
10.20


THIS
OPTION AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION IN COMPLIANCE WITH
SUCH ACT AND SUCH STATE LAWS OR (2) AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.


OPTION
TO PURCHASE CAPITAL UNITS


TENNESSEE VALLEY AGRI-ENERGY, LLC


Dated March 22,
2006


THIS CERTIFIES THAT, for good
and valuable consideration, the receipt of which is hereby acknowledged,                                              
or his lawful assignee (the “Holder”) is entitled to subscribe for and purchase
from Tennessee Valley Agri-Energy, LLC, a Delaware limited liability company
(the “Company”), 25,000 of the Capital Units of the Company pursuant to the
terms and subject to the conditions hereof. 
The Capital Units that may be acquired upon exercise of this Option are
referred to herein as the “Option Units.” 
As used herein, the term “Holder” means the Holder, any party who
acquires all or part of this Option as a registered transferee of the Holder,
or any record holder or holders of the Option Units issued upon exercise,
whether in whole or in part, of the Option.


This Option is
subject to the following provisions, terms and conditions:


1.                                       Exercise
and Term.


(a)                                  The right to purchase the Option Units at
the Option Exercise Price shall be exercisable at any time from and after the
date on which the financing necessary to commence construction of the Company’s
proposed ethanol production facility (the “Facility”) is closed upon (“Financial
Closing”) and shall continue for a period of five (5) years following such date
(the “Exercise Period”), after which date all such rights shall terminate.  Notwithstanding the above, this right to
purchase the Option Units will be forfeited by the Holder should                                  not
continually serve as a manager or officer of the Company through Financial
Closing.


(b)                                 The
rights represented by this Option may be exercised by the Holder hereof, in
whole or in part (but not as to a fractional units), by written notice of the
Holder’s irrevocable election to exercise the purchase right represented by
such Option (in the form attached hereto) delivered to the Company ten (10)
days prior to the intended date of exercise at its principal offices prior to
the expiration of this Option along with or preceded by (i) a certified or bank
cashier’s check in payment of the Option Exercise Price for the Option Units,
and (ii) the surrender of this Option.


2.                                       Option
Exercise Price.  The Option Units
shall be exercisable at a price of one dollar ($1.00) per Option Unit (the “Option
Exercise Price”).


3.                                       Issuance
of Securities.  The Company agrees
that the Option Units purchased hereby shall be and are deemed to be issued to
the record holder hereof as of the close of business on the date on which this Option
shall have been surrendered and the payment made for such Option Units as
aforesaid.  Within a reasonable time, not
exceeding ten (10) days after the rights represented by this Option shall 













have been so
exercised, and, unless this Option has expired, a new Option representing the
number of Option Units, if any, with respect to which this Option shall not
then have been exercised shall also be delivered to the holder hereof.


4.                                       Status
as Accredited Investor.  The Holder
represents and options to the Company that as of the date of this Option,
Holder is an ‘accredited investor’ as that term is defined under Rule 501 of
Regulation D of the Securities Act of 1933, as amended, and Holder understands
that the Company is relying upon this representation in connection with the
issuance of this Option to Holder.


5.                                       Covenants
of Company.  The Company agrees that
all Option Units which may be issued upon the exercise of the rights
represented by this Option will, upon issuance, be duly authorized and issued,
fully paid and nonassessable.  The
Company further agrees that during the period within which the rights
represented by this Option may be exercised, in the event this Option is
exercised, the Company will have authorized, and reserved for the purpose of
issue or transfer upon exercise of the subscription rights evidenced by this Option,
a sufficient number of such Option Units, to provide for the exercise of the
rights represented by this Option.


6.                                       Anti-dilution
Adjustments.  The above provisions
are, however, subject to the following:


(a)                                  In
case the Company shall at any time hereafter subdivide or combine its
outstanding Capital Units, the Option Exercise Price, in effect immediately
prior to the subdivision or combination shall forthwith be proportionately
increased, in the case of combination, or decreased, in the case of
subdivision, and each Option Unit purchasable upon exercise of the Option shall
be changed to the number determined by dividing the then current Option
Exercise Price by the exercise price as adjusted after the subdivision or
combination.


(b)                                 If
any merger, capital reorganization or reclassification of the outstanding
capital interests of the Company, or consolidation or merger of the Company
with another entity, or the sale of all or substantially all of its assets to
another entity shall be effected in such a way that holders of the Company’s Capital
Units shall be entitled to receive securities or assets with respect to or in
exchange for their Capital Units (an “Exchange Event”), then, from and after
such Exchange Event, the Option will be exercisable, upon the terms and
conditions specified in this Option, for an amount of such securities or assets
to which a holder of the number of Capital Units purchasable upon exercise of
the Option at the time of such Exchange Event would have been entitled to
receive upon such Exchange Event. 
Appropriate provisions will be made with respect to the rights and
interests of the Holder to ensure that the provisions of this Option (including
without limitation the provisions to adjust the Option Exercise Price and the
number of Capital Units purchasable upon the exercise of this Option) will be
applicable, as nearly as may be, in relation to any such securities or assets
deliverable upon the exercise of this Option after an Exchange Event.  The Company will not effect any Exchange
Event unless, prior to the consummation thereof, the successor or purchasing
corporation (if other than the Company) with respect to such Exchange Event,
assumes by written instrument executed and delivered to the Holder at the
address of such Holder as shown on the books of the Company, the obligation to
deliver to such Holder such securities or assets as, in accordance with the
foregoing provisions, such Holder may be entitled to purchase.


(c)                                  Upon
any adjustment of the Option Exercise Price in accordance with this
Section 6, then and in each such case, the Company shall give written
notice thereof, by first class mail, postage prepaid, addressed to the
registered Holder of this Option at the address of such Holder as shown on the
books of the Company, which notice shall state the Option Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the
number of Capital 



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Units purchasable
at such price upon the exercise of this Option, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.


7.                                       No
Voting Rights.  This Option shall not
entitle the holder hereof to any voting rights or other rights as a unitholder
of the Company.


8.                                       Transfer
of Option or Resale.  The holder
acknowledges that it has obtained this Option for investment and not with the
intention of making any resale or distribution. 
The holder further acknowledges (a) that neither this Option nor any of
the securities obtainable under it have been registered under the Securities
Act of 1933, as amended, or any state securities statutes, and (b) that neither
this Option nor any securities obtained under it may be transferred without
such registration or an opinion of legal counsel acceptable to the Company that
such transfer may be made without registration.


9.                                       Successors
and Assigns.  This Option shall inure
to the benefit of and be binding upon the successors and permitted assigns of
the parties hereto.  The Holder of this Option
may assign any of its rights under this Option to his or her heirs to the
extent permitted by this Option and applicable law (including, without
limitation, federal and state securities laws and regulations).


10.                                 Governing
Law.  This Option shall be governed
by and construed in accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law thereof.


IN
WITNESS WHEREOF, Tennessee Valley Agri-Energy, LLC has caused
this Option to be signed by its duly authorized officer.


	
   

  	
  TENNESSEE VALLEY AGRI-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Bartt R.
  McCormack,

  
	
   

  	
  Manager and
  President

  



 



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OPTION
EXERCISE


(To be signed only upon exercise of Option)


The undersigned,
the Holder of a Option to purchase Capital Units of Tennessee Valley
Agri-Energy, LLC, hereby irrevocably elects to exercise the purchase right
represented by such Option for, and to purchase thereunder,                     
of the Capital Units to which such Option relates and herewith makes payment of
$                        therefor
in cash or by check and requests that the certificates for such Capital Units
be issued in the name of, and be delivered to                                            ,
whose address is set forth below the signature of the undersigned.  This Option Exercise form is accompanied by
the original Option, which is hereby surrendered to the extent necessary to
effect the exercise.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  



 



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ASSIGNMENT FORM


(To be signed upon authorized transfer of Option)


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                       the
right to purchase              Capital
Units of Tennessee Valley Agri-Energy, LLC, to which the within Option relates and
appoints                           attorney,
to transfer said right on the books of Tennessee Valley Agri-Energy, LLC with
full power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  



 



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