EXHIBIT 10.5


	
  STATE OF ALABAMA

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


OPTION
AGREEMENT


THIS OPTION AGREEMENT (the “Agreement”)
is by and between David A. Simon and Joyce A. Simon (the “Optionors”) and Tennessee
Valley Agri-Energy, LLC (“Optionee”) as of the 22nd day of June, 2007


WITNESSETH:


WHEREAS, Optionor
is the owner of real property located in Colbert County, State of Alabama, consisting
of approximately 3.50 acres and identified as Parcel 15-01-02-0-002-001.002,
together with the easements, appurtenances, and rights thereunto belonging
(collectively, the “Property”); and


WHEREAS, Optionee
desires to acquire an option to purchase the Property or a portion thereof (the
“Option”) on the terms and conditions hereinafter set forth, and Optionor is willing
to grant such Option;


NOW THEREFORE, in
consideration of the Property, the payment by Optionee to Optionor of the sum
of five hundred dollars ($500 the “Initial Option Fee”) plus legal, filing and
any other related customary fees incurred by Optionor, which Initial Option Fee
shall be applied to the Purchase Price at Closing, the promises and covenants
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.                                       Option.  Optionor hereby grants, bargains, sells, and
conveys to Optionee the Option to purchase the Property for the Purchase Price
(as hereinafter defined) for the purpose of constructing an ethanol producing
plant thereon and subject to the terms and conditions hereinafter set forth.


2.                                       Option
Period.  The Initial Option
Period shall start on June 21, 2007 and end on November 30, 2007.


3.                                       Purchase
Price.  The purchase price
(“the Purchase Price”) for the Property, which consists of approximately 3.5
acres, shall equal (a) Eight Thousands Dollars ($8,000.00) per acre as
established by the survey required in Section 8 of this document plus (b) seven
thousand five hundred dollars ($7,500) for four installed septic systems
located on the property.


4.                                       Exercise of
Option.  The Notice of
Exercise and other relevant written notices shall be sent to David A. and Joyce
A. Simon at the following address:  8535 Depot
Lane, Cherokee, Alabama  35616.


5.                                       Closing:


(a)                                  Upon
exercise of the Option as herein provided, the closing (the “Closing”) of the
purchase and sale of the Property shall be consummated within thirty (30) days
of receipt of the Notice of Exercise, upon such date and at such place as
Optionor and Optionee may reasonably agree. 
If the Closing is delayed as a result of the act or failure to act of
Optionor in 



 1
 









which
event the date for Closing shall be extended until such time as Optionor has
complied with its obligations hereunder.


(b)                                 Conveyance
of the Property by Optionor shall be by general warranty deed (the “Deed”) in a
form acceptable to Optionee, conveying fee simple, merchantable title to the
Property and subject only to itemized matters acceptable to Optionee,
including, but not limited to covenants, restrictions, and easements of record
as of the date hereof (the “Permitted Exceptions”), matters of survey and taxes
for the current year.   At Optionee’s
election, the legal description used in the Deed shall be a legal description
based upon the Survey (as hereinafter defined). 
Optionee shall be responsible for the cost of preparing the deed.


(c)                                  Real estate
taxes, if any, with respect to the Property shall be prorated between Optionor
and Optionee as of the date of the Closing in accordance with the custom and
practice in Colbert County.


(d)                                 Optionor
shall furnish, at its expense, Optionee with an ALTA Form B Title Insurance
Commitment showing all liens, claims, and encumbrances (including easements,
covenants, and restrictions) affecting title to the real property.  Copies of all underlying title documents
referred to in the title commitment report are to be included.


(e)                                  Conveyance
of the Property by Optionor to Optionee shall include a Right of Refusal and
Repurchase Option to be executed at Closing, including but not limited to, the
terms set forth on Exhibit “B” attached hereto.


(f)                                    Optionee
shall provide Optionor copies of all property reviews, tests, surveys and other
relevant studies conducted during the initial or extended option period.


6.                                       Hazardous
Waste.  This Option Agreement
is contingent on the Property containing no solid waste or materials, the
disposal of which is regulated by any applicable federal, state or local law,
including, without limitation, waste, pollutants or materials deemed to be “hazardous
substances”.  Hazardous substances shall
mean any and all hazardous substances, toxic materials, pollutants, hazardous
or toxic waste defined in any federal, state, county or municipal law, rule,
regulation or ordinance.  Optionee and
its representatives may, at its expense, have access to the property to conduct
Phase I and II environmental reviews, geotechnical studies, core samplings and
other such surveys, studies or tests on the property during the Option Period.


7.                                       Representations
and Warranties of Seller. 
Optionor hereby warrants and represents to Optionee that:


(a)                                  Optionor
represents that Optionor is the owner or representative of the Property and has
full power and absolute authority to enter into this Agreement and to grant the
Option and thereafter to convey the Property as herein set forth at the
Closing.


(b)                                 To the best
of Optionor’s knowledge and information, Optionor hereby represents and
warrants to Optionee that there are no environmentally hazardous materials on
or affecting the Property, and further, that the Property, to the best of
Optionor’s knowledge and information, is in 



 2
 









compliance
with all applicable federal and state and local environmental laws, rules and
regulations including, but not limited to, CERCLA, RCRA and all judicial and
administrative interpretations thereof, including any judicial or
administrative orders, directives and judgments.


(c)                                  No broker’s
commission is due and owing to any broker for services rendered to Seller in
connection with the transaction contemplated herein.  Optionor hereby agrees to indemnify and hold
Optionee harmless from and against any claim of any broker for any such fees or
commissions resulting from any such services allegedly rendered to Optionor.


8.                                       Survey.  Optionee shall, at its expense, have a
boundary survey (the “Survey”) of the Property prepared by a Registered Land
Surveyor during the Option Period, a copy of which shall be provided to the
Optionor.


9.                                       Failure to
Exercise/Close.


(a)                                  In the event
Optionee fails to exercise its Option to purchase the Property or, in the event
Optionee exercises the Option and then fails or refuses to purchase the
Property, Optionor shall have the right to cancel this Agreement and retain the
Option Fee.  Notwithstanding the foregoing,
if Optionee elects not to purchase the property due to a breach of Optionor’s
representations and warranties contained herein, the Option Fee shall be
returned to Optionee.


(b)                                 In the event
Optionor fails or refuses to comply with this Agreement, Optionee shall have
the right to cancel this Agreement and recover the Option Fee or to pursue
other remedies, including the remedy of specific performance.  Optionor shall be liable for and shall pay
all costs and expenses incurred by Optionee arising out of or in connection
with or resulting from the failure or refusal of Optionor to close the purchase
of the Property as set forth herein, including, but not limited to, legal fees
and costs incurred in connection with Optionee’s efforts to purchase the
property.


10.                                 Notices.  Any notice provided pursuant to this
Agreement shall not be deemed to have been duly given or served unless in
writing and forwarded by hand delivery, by certified U.S. Mail, postage
prepaid, addressed to a party at its principal business address.  Notices shall be deemed effective upon
receipt if delivered by hand and upon the deposit thereof in the U.S. Mail.


11.                                 General.  This Agreement shall be binding and inure to
the benefit of the parties hereto, their successors and assigns.  The laws of the State of Alabama shall govern
this Agreement.



 3
 









IN WITNESS WHEREOF, the
parties shall be deemed to have entered into this Agreement on June 22, 2007 or
the date of the change last initialed by the parties, whichever is later (the “Effective
Date”).


	
  OPTIONEE:

  	
   

  	
  OPTIONORS:

  
	
  Tennessee Valley
  Agri-Energy, LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dennis Bragg

  	
   

  	
   

  	
  By:

  	
  /s/ David A. Simon

  	
   

  
	
   

  	
   

  	
  Its: Vice President

  	
   

  	
   

  	
   

  	
  David A. Simon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Charles Robertson

  	
   

  	
   

  	
  By:

  	
  /s/ Joyce A. Simon

  	
   

  
	
   

  	
   

  	
  Its: Secretary/Treasurer

  	
   

  	
   

  	
   

  	
  Joyce A. Simon

  
												



 


STATE OF ALABAMA


COUNTY OF COLBERT


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Dennis
Bragg, Vice President and Charles Robertson, Secretary/Treasurer, as the Vice President
of Tennessee Valley Agri-Energy, a limited Liability corporation, and whose
name is signed to the foregoing and who is known to me, acknowledged before me
on this day that, being informed of the contents of the agreement, he has, as
such officer and with full authority, executed the same voluntarily as of the
day the same bears date.


Given under my hand and
official seal this the 22nd day of June, 2007.


	
  

  	
  /s/ Shirley
  McClure

  
	
   

  	
  NOTARY PUBLIC

  
	
  My commission expires:  4-7-08

  	
  (SEAL)

  
			



 


	
  STATE OF ALABAMA

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that David
A.  Simon, whose name is signed to the
foregoing and who is known to me, acknowledged before me on this day that,
being informed of the contents of the agreement, he has, as such officer and
with full authority, executed the same voluntarily as of the day the same bears
date.


Given
under my hand and official seal this the 22nd day of June, 2007.


	
  

  	
  /s/ Donna C. Nix

  
	
   

  	
  NOTARY PUBLIC

  
	
  My commission
  expires:  12/7/09

  	
   

  	
  (SEAL)

  



 


	
  STATE OF ALABAMA

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Joyce
A.  Simon, whose name is signed to the
foregoing and who is known to me, acknowledged before me on this day that,
being informed of the contents of the agreement, he has, as such officer and
with full authority, executed the same voluntarily as of the day the same bears
date.


Given under my hand and
official seal this the 22nd day of June, 2007.


	
  

  	
  /s/ Donna C. Nix

  
	
   

  	
  NOTARY PUBLIC

  
	
  My commission
  expires:  12/7/09

  	
   

  	
  (SEAL)

  



 



 4