ETHANOL
      MARKETING CONTRACT

     

    THIS
      AGREEMENT is entered into by and among Eco-Energy, Inc. (hereinafter “Eco”) a
      Tennessee Corporation with its main office located at 730 Cool Springs Blvd,
      Suite 130, Franklin, Tennessee 37067, and Show-Me Ethanol, Hwy 10 West,
      Richmond, MO 64085.

     

    RECITALS:

     

    
      	
              A.

            	
              SHOW-ME,
                who is developing an ethanol facilities in Missouri producing a minimum
                of
                50 million gallons per year of denatured ethanol at its
                site.

            


    

     

    
      	
              B.

            	
              Eco
                is a reseller in ethanol and is experienced in the marketing and
                transportation of such ethanol, and is willing to agree to purchase
                the
                entire ethanol output of the plant.

            


    

     

    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS BETWEEN THE PARTIES:

     

    	1.  	
            Eco
              Services.
              Eco
              shall, during the term hereof, purchase the entire output of ethanol
              and
              to provide certain transportation services to SHOW-ME (the “Eco Program”).
              The Eco services to be provided are set forth in Sections 2 and 3 and
              the
              exhibits attached hereto which are referred to
              therein.

          


     

    	2.  	
            Eco
              Take or Pay Ethanol Purchases.
              SHOW-ME
              agrees to sell to Eco, and Eco agrees to purchase from SHOW-ME 100%
              of the
              production of ethanol during the term of the contract. Each potential
              Eco
              purchase will be presented to the SHOW-ME representative by Eco for
              verbal
              approval. Upon such verbal approval and purchase, a confirmation of
              the
              purchase contract will be submitted to SHOW-ME by Eco, encompassing
              the
              details of each purchase.

          


     

    	3.  	
            Eco
              Transportation Services.
              Eco agrees to provide the transportation services set forth in Exhibit
              B.

          


     

    	4.  	
            Fees.
              SHOW-ME shall pay a fee for services of Eco and materials provided
              hereunder of 1% per net gallon of ethanol purchased by Eco during the
              term
              of the contract. Such fees shall be payable monthly on actual gallons
              shipped from the prior month. Payment from SHOW-ME shall be subtracted
              from Eco’s first weekly wire payment of the following month for ethanol
              purchases.

          


     

    	5.  	
            SHOW-ME
              Representative.
              SHOW-ME shall designate one or more persons who shall be authorized
              and
              directed to receive services hereunder and to make all merchandising,
              purchasing and sales decisions for SHOW-ME. All directions, transactions
              and authorizations given by such representative to Eco shall be binding
              upon SHOW-ME. Eco shall be entitled to rely on the authorization of
              such
              persons until it receives written notification from SHOW-ME that such
              authorization has been revoked. The terms of such purchase orders shall
              be
              consistent with the provision of Exhibit A and may include, but shall
              not
              necessarily be limited to, price, volume, delivery schedule, and shipping
              instructions.

          


     

    	6.  	
            Swaps
              and Exchanges.
              Eco shall provide 50% of entitled swaps and exchanges to SHOW-ME.
              Entitlement is defined by the additional profits created during swaps
              and
              exchanges, which occur prior to delivery, The value of these swaps
              and
              exchanges shall be expressed in the form of a net differential.
              Documentation of all swaps and exchanges will be made in the form of
              a
              quarterly report. This report shall be generated and payment submitted
              to
              SHOW-ME by the final business day of the month following the end of
              the
              calendar quarter.

          


     

    	7.  	
            Eco
              Limitations.

          


     

    	(a)  	
            Eco
              assumes no responsibility for the completion or performance of any
              contracts between SHOW-ME and SHOW-ME’s customers and suppliers, and
              SHOW-ME agrees they shall not bring any action or make any claim against
              Eco based on any act, omission or claim of any of SHOW-ME’s customers or
              suppliers.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	(b)  	
            SHOW-ME
              is responsible to cover all non-deliveries of any product that is
              contracted between Eco and SHOW-ME in a timely manner in order to stay
              within the time parameters of the contract. Eco will assist in procuring
              product from other suppliers to cover these
              non-deliveries.

          


     

    	(c)  	
            If
              any party terminates this agreement for any reason, both parties will
              be
              responsible to complete any existing
              contracts.

          


     

    	8.  	
            Separability
              and Non-liability.
              The services, contracts and relationships between SHOW-ME and Eco are
              independent and separable.

          


     

    	9.  	
            Confidentiality
              Agreement.
              The parties agree, to the extent permitted by law, to preserve and
              protect
              the confidentiality of the Agreement. Both parties recognize that federal
              or state law may require the filing of the Agreement with, or the
              furnishing of information to, governmental authorities or regulatory
              agencies. Both parties further recognize the need, from time to time,
              for
              the submission of the Agreement to affiliates, consultants, or contractors
              performing work on, or related to, the subject matter of the Agreement.
              Buyer and Seller agree to allow the submission of the Agreement to
              affiliates, consultants, or contractors if such affiliates, consultants,
              or contractors agree to protect the confidentiality of the Agreement.
              In
              the event either party is of the opinion that applicable law requires
              it
              to file the Agreement with, or to disclose information related to the
              Agreement (other than information required by laws and regulations
              in
              effect as of the date hereof to be furnished in periodic reports to
              governmental authorities) to, any judicial body, governmental authority
              or
              regulatory agency, that party shall so notify the other party in writing
              prior to the disclosure or filing of the
              Agreement.

          


     

    	10.  	
            Public
              Disclosure.
              Any public announcements concerning the transaction contemplated by
              this
              letter shall be approved in advance by Eco and SHOW-ME except for
              disclosures required by law, in which case the disclosing party shall
              provide a copy of the disclosure to the other party prior to its public
              release.

          


     

    	11.  	
            Solicitation.
              SHOW-ME agrees not to contact or interfere with, solicit, disrupt or
              attempt to disrupt relationships, contractual or otherwise, between
              Eco
              and any of its customers, employees or
              vendors.

          


     

    	12.  	
            Terms
              and Termination.

          


     

    	(a)  	
            The
              initial term of this Agreement shall commence on the first clay of
              ethanol
              production and shall continue for five years. This contract will
              automatically renew for an additional term of one year unless SHOW-ME
              gives written notice at least four (4) months prior to the end of the
              initial term.

          


     

    	(b)  	
            This
              agreement may be terminated by SHOW-ME as to Eco in the event of material
              breach of any of the material terms hereof by such other party, by
              written
              notice specifying the breach, which notice shall be effective fifteen
              (15)
              days after it is given unless the receiving party cures the breach
              within
              such time. This agreement may be terminated by Eco as to SHOW-ME in
              the
              event of material breach of any of the material terms hereof by SHOW-ME
              by
              written notice specifying the breach, which notice shall be effective
              fifteen (15) days after it is given unless the receiving party cures
              the
              breach within such time. Any material breach by SHOW-ME as to Eco or
              by
              Eco as to SHOW-ME that cannot be resolved within 15 days, both parties
              may
              mutually agree in writing to the length of time needed to resolve the
              material breach.

          


     

    	(c)  	
            This
              Agreement may also be terminated between either party by the mutual
              consent of both parties on such terms as the parties may
              agree.

          


     

    
      
         

      

      
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    	(d)  	
            In
              addition to any other method of terminating this Agreement, Eco may
              unilaterally terminate this Agreement at any time if such termination
              shall be required by any regulatory authority, and such termination
              shall
              be effective on the 30th
              day following the giving of notice of intent to
              terminate.

          


     

    	13.  	
            Licenses,
              Bonds, Insurance.
              Each party represents that it now has and will maintain in full force
              and
              effect during the term of this Agreement, at its sole cost, all necessary
              state and federal licenses, bonds and insurance in accordance with
              applicable state or federal laws and
              regulations.

          


     

    	14.  	
            Limitation
              of Liability.
              EACH PARTY UNDERSTANDS THAT NO OTHER PARTY MAKES ANY GUARANTEE, EXPRESS
              OR
              IMPLIED, TO ANY OTHER OF PROFIT, OR OF ANY PARTICULAR ECONOMIC RESULTS
              FROM TRANSACTIONS HEREUNDER. IN NO EVENT SHALL ANY PARTY BE LIABLE
              FOR
              SPECIAL, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY ACT
              OR
              OMISSION COMING WITHIN THE SCOPE OF THIS AGREEMENT, OR FOR BREACH OF
              ANY
              OF THE PROSHOW-MES OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF
              THE
              POSSIBILITY OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE
              NOT
              LIMITED TO, LOSS OF GOOD WILL, LOSS OF PROFITS, LOSS OF USE AND
              INTERRUPTION OF BUSINESS.

          


     

    	15.  	
            Disclaimer.
              SHOW-ME understands and agrees that Eco makes no warranty respecting
              legal
              or regulatory requirements and risks. SHOW-ME shall obtain such legal
              and
              regulatory advice from third parties as it may deem necessary respecting
              the applicability of legal and regulatory requirements applicable to
              SHOW-ME business.

          


     

    	16.  	
            Indemnity.
              The Parties agree that they shall absolve, release and refrain from
              seeking remedies against each other and their officers, agents, employees,
              subcontractors and insurers for any and all losses, claims, damages,
              costs, suits and liabilities for damage, deterioration of quality,
              shrinkage in quantity, loss of grade or loss of Ethanol resulting from
              the
              inherent nature of transfer operations and the inherent nature of Ethanol
              provided that this in no way shall relieve the parties for their own
              negligence, willful misconduct or theft. Each party to this contract
              shall
              indemnify, defend and hold the other harmless from claims, demands
              and
              causes of action asserted against the other by any person (including
              without limitation employees of either party) for personal injury or
              death, or for loss of or damage to property resulting from the willful
              or
              negligent acts or omissions of the indemnifying party, Where personal
              injury, death or loss of or damage to property is the result of the
              joint
              negligence or misconduct or the Parties hereto, the Parties expressly
              agree to indemnify each other in proportion to their respective share
              of
              such joint negligence or misconduct.

          


     

    	17.  	
            Nature
              of Relationship.
              Eco is an independent contractor providing services to SHOW-ME. No
              employment relationship, partnership or joint venture is intended,
              nor
              shall any such relationship be deemed created hereby. Each party shall
              be
              solely and exclusively responsible for its own expenses and costs of
              performance,

          


     

    	18.  	
            Notices.
              Any notices permitted or required hereunder shall be in writing, signed
              by
              an officer duly authorized of the party giving such notice, and shall
              either be hand delivered or mailed. If mailed, notice shall be sent
              by
              certified, first class, return receipt requested, mail to the address
              shown above, or any other address subsequently specified by notice
              from
              one party to the other.

          


     

    	19.  	
            Compliance
              With Governmental Controls.
              To
              the extent applicable, the parties agree to comply with all laws,
              ordinances, rules, codes, regulations and lawful orders of any federal,
              state or local government authority applicable to the performance of
              the
              Agreement, including, without limitation, those pertaining to the
              environment, safety, health, social security, old age pension, wage
              hour
              laws, unemployment compensation, non-discrimination on the basis of
              race,
              religion, color, sex or national origin and affirmative
              action.

          


     

    	20.  	
            New
              Or Changed Regulations.
              The parties enter the Agreement in reliance upon the laws, rules,
              regulations, interpretations, decrees, agreements, and concessions
              of, and
              arrangements (hereafter called “Regulations”) with governments or
              governmental instrumentalities in effect on the date of the Agreement
              with
              respect to or directly or indirectly affecting the ethanol to be
              delivered, including without limitation, production, gathering,
              manufacturing, transportation, sale and delivery thereof insofar as
              said
              Regulations affect Eco and their customers. In the event that at any
              time
              subsequent to the date of the Agreement, any of said Regulations are
              changed or new Regulations are promulgated whether by law, decree,
              interpretation or regulation, or by response to the insistence or request
              of any governmental authority or person purporting to act therefore,
              and
              the effect of such changed or new Regulation (a) is or will not be
              covered
              by any other provision of the Agreement, or (b) has or will have an
              adverse economic effect upon the parties to this Agreement or the
              suppliers or customers of said parties, the parties shall have the
              option
              to request renegotiation of the prices and other pertinent terms provided
              for in the Agreement and their respective effective dates. Said option
              may
              be exercised by Eco at any time after such changed or new Regulation
              is
              promulgated by giving notice of the exercise of its option to renegotiate
              prior to the time of delivery of ethanol or any part thereof. Such
              notice
              shall contain the new prices and terms desired by agreement of Eco
              and
              SHOW-ME. If the parties do not agree upon new prices and terms
              satisfactory to both parties within ten (10) days after such notice
              is
              given, Eco shall have the right to terminate the Agreement at the end
              of
              said ten (10) day period.

          


     

    
      
         

      

      
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    	21.  	
            General.

          


     

    	(a)  	
            This
              agreement is the entire understanding of the parties concerning the
              subject matter hereof, and it may be modified only in writing signed
              by
              the parties.

          


     

    	(b)  	
            If
              any provision or provision of this agreement shall be held to be invalid,
              illegal or unenforceable, the validity, legality and enforceability
              of the
              remaining provision shall not in any way be affected or impaired
              thereby.

          


     

    	(c)  	
            No
              party shall be liable for any failure to perform any or all of the
              provision of this agreement if and to the extent that performance has
              been
              delayed or prevented by reason of any cause beyond the reasonable control
              of such party. The expression “cause beyond the reasonable control” shall
              be deemed to include, but not be limited to: acts, regulations, laws,
              or
              restraints imposed by any governmental body; wars, hostilities, sabotage,
              riots, or commotions; acts of God; or fires, frost, storms, or
              lightning.

          


     

    	(d)  	
            This
              agreement is not intended to, and does not, create or give rise to
              any
              fiduciary duty on the part of any party to any
              other.

          


     

    	(e)  	
            No
              action, regardless of its nature or form, arising from or in relation
              to
              this Agreement may be brought by either party more than two (2) years
              after the cause of action has arisen, or, in the case of an action
              for
              nonpayment, more than two (2) years from the date the last payment
              was
              due. Venue for any action arising from or in relation to this agreement
              shall be in Richmond, MO.

          


     

    	(f)  	
            This
              agreement is governed by and shall be construed under the laws of the
              State of Missouri.

          


     

    	(g)  	
            This
              Agreement shall be binding upon and inure to the benefit of the parties
              and their respective successors and permitted assigns. ECO or SHOW-ME
              may
              assign its rights and duties under this Agreement in connection with
              the
              sale, merger, exchange or acquisition of all or substantially all of
              the
              assets or stock. Either party may assign its rights and duties under
              this
              Agreement to another company controlling, or controlled by, or under
              common control without having to obtain the express written consent
              of the
              other party. SHOW-ME shall also have the option to cancel this contract
              should they sell the company to a third party entity. All specific
              contracts will be completed regardless of
              ownership.

          


     

    	(h)  	
            This
              agreement shall be binding upon SHOW-ME and this above referenced plant
              in
              the event that the name, SHOW-ME is later changed to any name in the
              alternative. A change in name does not void, nor make this contract
              voidable.

          


     

    
      
         

      

      
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    DATED
      AND
      EXECUTED AS OF THIS 4th DAY OF MAY, 2007

     

    SHOW-ME
      ETHANOL

    


    BY:____________________________

    


    ECO-ENERGY,
      INC.

    


    BY:____________________________

     

     

    
 

    
      
         

      

      
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    EXHIBIT
      A

     

    Ethanol

     

    Eco
      shall
      purchase 100% of the production of ethanol of SHOW-ME’s plant on the following
      terms:

     

    	1.  	
            Eco
              will pay Friday of each week for the shipments made by Friday of the
              previous week upon receipt of Invoice, Bill of Lading, Return Bill
              of
              Lading, and Certificate of Analysis. All paperwork for the previous
              week’s
              shipments must be received by 12:00 noon
              Sunday.

          


     

    	2.  	
            SHOW-ME
              is responsible for any and all of their local, state and federal tax
              liabilities.

          


     

    	3.  	
            Eco
              will provide scheduling and marketing for ethanol
              produced.

          


     

    	4.  	
            Eco
              will be responsible for receivables risk on
              ethanol.

          


     

    	5.  	
            Eco
              reserves the right to refuse business to anyone due to credit and market
              risk.

          


     

    	6.  	
            SHOW-ME
              shall meet or exceed all specifications for E-grade denatured fuel
              ethanol
              as well as any changes in fuel ethanol industry standards that might
              occur
              after the execution of this agreement. (EXHIBIT
              C)

          


     

    	7.  	
            SHOW-ME
              will keep Eco informed on production forecasts, as well as daily plant
              inventory balances.

          


     

    	8.  	
            On
              all truck and rail shipments title and risk of loss of the ethanol
              will
              pass at the loading flange between the plant and the truck or railcar.
              Unless otherwise specified Eco is purchasing all ethanol on a FOB plant
              basis.

          


     

    	9.  	
            SHOW-ME
              will provide a minimum of 10 days storage on the SHOW-ME
              site.

          


     

    	10.  	
            SHOW-ME
              must have meters that measure both gross and net 60 degrees Fahrenheit
              temperature corrected gallons.

          


     

    	11.  	
            Eco
              shall deduct all unavoidable costs such as government tariffs or
              assessment fees, sales taxes, import/export handling fees, assessments,
              inspection fees, or any other that has been approved by the appropriate
              member of the board of directors.

          


     

     

     

     

    
      
         

      

      
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    EXHIBIT
      B

     

    Eco
      Transportation Services

     

    	1.  	
            Eco
              and SHOW-ME will mutually agree to the number of railcars needed. The
              lease costs for the railcars are a pass through charge to the ethanol
              facility. Eco will assist SHOW-ME in securing rail cars for their Missouri
              plant.

          


     

    	2.  	
            Upon
              SHOW-ME’s receipt of invoice from Eco the amount of the invoice will be
              subtracted from Eco’s next Friday payment to SHOW-ME for Ethanol purchases
              unless otherwise communicated by SHOW-ME that the amount of the invoice
              will be remitted by wire transfer within five (5) business days from
              invoice date.

          


     

    	3.  	
            Eco
              will negotiate rail rates in conjunction with
              SHOW-ME.

          


     

    	4.  	
            All
              rail contracts will be in the name of SHOW-ME or any name later chosen
              in
              the alternative.

          


     

    	5.  	
            SHOW-ME
              will invoice Eco for rail freight along with a copy of the actual railroad
              invoice. (This amount will be paid the following Friday upon receipt
              of
              invoice.)

          


     

    	6.  	
            Eco
              will purchase all truck and railcar gallons on an FOB plant
              basis.

          


     

    	7.  	
            Eco
              will supply trucks.

          


     

    


     

    
      
         

      

      
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