Exhibit 10.24


CORN PURCHASING AGREEMENT


THIS CORN PURCHASING AGREEMENT
(this “CPA”) is made and entered
into as of the 22nd day of December, 2006, by Ethanol Grain Processors, LLC, a Tennessee
limited liability company (“Buyer”), and Obion Grain Co., Inc., a Tennessee corporation (“Seller”).


WITNESSETH:


WHEREAS, in a contemporaneous transaction, Buyer is acquiring
from Seller that certain parcel of land in Obion County, Tennessee, consisting
of approximately 230 acres situated on the east side of McDonald Road and the
north side of Black Lane Road and lying in the 15th Civil District of Obion County and being part
of Parcel 18 Tax Map 113, which Parcel is more particularly described on Exhibit
A attached hereto (the “Parcel”); and


WHEREAS, Seller is a seller and supplier of corn;


WHEREAS, Buyer
and Seller (each
a “Party”; collectively, the “Parties”) desire to: (i) set
forth certain obligations of Buyer to purchase corn from Seller; and (ii) make
other covenants and agreements, as hereinafter set forth.


NOW, THEREFORE, in consideration of the foregoing and
the covenants and declarations, as hereinafter set forth, IT IS AGREED as
follows:


ARTICLE I


PURCHASING AGREEMENTS


1.                                       Buyer
will commit to buy a specific number of bushels (the “Committed Bushels”) of
Seller’s fall corn Harvest (defined below) f.o.b. the corn processing and
ethanol producing facility to be constructed by Buyer on the Parcel (the “Plant”),
up to a maximum of three million five hundred thousand (3,500,000) bushels
annually.  The actual number of Committed
Bushels will be at Seller’s option and will be set on or before August 15 of
each Harvest year.


2.                                       The
Committed Bushels will be sold and bought and priced in multiples of 5,000
bushels at 12% above Seller’s actual cost of corn at the time of pricing,
delivered to the Plant (i.e., the cost
of delivery shall be borne by Seller and is included in the 12% gross margin; and
delivery costs to the Plant are not considered part of the actual cost of
corn).  Buyer or Buyer’s representatives
will have the right from time to time to inspect the records of Seller to
determine and verify Seller’s cost of corn. 
The Committed Bushels will be priced no later than the end of Harvest.  It is contemplated that pricing will be done
during CBOT trading hours.  All Committed
Bushels must be #2 yellow corn and be a “commercially acceptable product” in
accordance with standards and specifications established by Buyer from season
to season.  Buyer’s established grading
standards, premium and discounts schedules, and standardized delivery rules and
regulations will apply.


3.                                       All
Committed Bushels bought by Buyer for deferred delivery will be stored by
Seller at the published tariff rates. 
Stored corn will be delivered to Buyer at the Plant at the call of
Buyer.












4.                                       “Harvest”,
for purposes of this CPA, shall be the period when combines are actively
bringing corn from the fields.  The
commitment of Buyer to purchase corn from Seller under Paragraphs 1 and 2 above
shall only exist during Harvest.


5.                                       Buyer
shall have no obligation to purchase corn hereunder until it first takes
delivery of corn for processing at the Plant.


6.                                       Subject
to all terms, provisions and conditions set forth in this CPA, Seller shall be
the exclusive supplier to Buyer of all corn obtained from farms, storage
facilities or grain elevators, whether commercial or privately owned, in Obion
County, Tennessee and/or the counties contiguous thereto (i.e.,
Lake, Dyer, Gibson and Weakley Counties in Tennessee; and Fulton, Hickman and
Graves Counties in Kentucky); provided, that only the Committed Bushels will be
priced as set forth in Paragraph 2 above.


7.                                       Notwithstanding
any term, provision or condition to the contrary set forth in this CPA, Seller
and Buyer further agree as follows:


(a)                                  It
is the expectation of the Parties that Seller’s price of all corn (including,
without limitation, the Committed Bushels) will be at or less than the price (in
the ordinary course of business) of other commercially reasonable alternatives;


(b)                                 The
National Grain and Feed Association trade rules shall apply to the sale and
purchase of all corn under this CPA;


(c)                                  Buyer
and Seller shall work together in good faith to develop efficient and effective
policies and procedures related to the purchasing and delivery of corn under this
CPA, and agree that such policies and procedures shall be subject to annual
review of both parties; and


(d)                                 This
CPA shall expire upon either Party or its respective successors or assigns
ceasing operations permanently, or by mutual consent.


8.                                       Concurrently
with the execution and exchange of this CPA, the parties shall execute and
exchange a Memorandum of Agreement, substantially in the form attached in Exhibit
B attached hereto, in recordable form, which Memorandum of Agreement shall be
recorded in the real estate records in the Register’s Office of Obion County,
Tennessee immediately after the recording of the lien(s) of the Plant Financing
(defined below).


ARTICLE II


DEFAULT AND
REMEDIES


Enforcement of this CPA shall be governed by the Rules
of the National Grain and Feed Association in effect from time to time.  If the National Grain and Feed Association
shall ever cease to exist or cease to promulgate Rules, the Parties will
negotiate in good faith to adopt mutually acceptable comparable rules to govern
enforcement of this CPA.



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ARTICLE III


MISCELLANEOUS


1.                                       Benefits.  Each and all of the provisions of this CPA on
the Parties’ part to be performed (whether affirmative or negative in nature)
are intended to and shall inure to the benefit of and bind each and every
Party, their successors and assigns.


2.                                       Estoppel
Certificate.  Each
Party hereby severally covenants that upon written request of any other Party,
it will issue to such other Party, or to any lender of either Party, or any
other person or entity specified by such requesting Party, within 30 days, an
estoppel certificate stating: (i) whether the Party to whom the request has
been directed knows of any default under this CPA, and if there are known
defaults, specifying the nature thereof; (ii) whether to its knowledge this CPA
has been assigned, modified or amended in any way (and if it has, then stating
the nature thereof); and (iii) that to the Party’s knowledge this CPA as of
that date is in full force and effect. 
Such statement shall act as a waiver of any claim by the Party
furnishing it to the extent such claim is based upon facts contrary to those
asserted in the statement and to the extent the claim is asserted against a
bona fide purchaser for value without knowledge of facts to the contrary of
those contained in the statement, and who has acted in reasonable reliance upon
the statement.


3.                                       Assignment;
Subordination.  Seller
acknowledges and agrees that Buyer may assign its interest in this Agreement by
operation of law or otherwise (including, without limitation, to any new owner
of the Plant); provided, however, that Buyer shall cause the assignee in any
such instance to assume all of the obligations of Buyer hereunder.  The Parties acknowledge and agree that, prior
to and/or upon the ultimate completion of the construction of the Plant, Buyer
shall obtain certain financing (the “Plant Financing”) relative to the
construction and operation of the Plant, and that such Plant Financing shall be
secured by a first priority lien on the Parcel (including, without limitation, the
Plant).  The lien of the Plant Financing
(including any and all extension(s), increase(s), modification(s), amendment(s)
or refinancing(s) of all or any portion of same) shall be and shall remain
superior in all respects to this CPA. 
Without limitation of the foregoing, Seller acknowledges and agrees that:
(i) the Plant Financing may be replaced in whole or in part from time to time
(including, without limitation, by so-called permanent, take-out and/or
replacement financing) and (A) such replacement(s) shall constitute Plant
Financing for all purposes of this CPA, and (B) the lien(s) of the same shall
have the same status as the lien of the Plant Financing and shall be and shall
remain superior in all respects to this CPA; and (ii) any mortgagee,
beneficiary and/or holder (as applicable) of and/or under the Plant Financing (including
any and all extension(s), increase(s), modification(s), amendment(s) or
refinancing(s) of all or any portion of same) shall have the ongoing right to
sell, assign or otherwise alienate or transfer the loan(s) constituting all or
a portion of the same without impairing the priority of its lien.  Except as set forth in the preceding
sentences of this paragraph, this CPA shall be superior to any present or
future mortgage, deed of trust, ground lease, or other encumbrance of all or any
part of the Parcel; provided, however, that Seller agrees to subordinate this
CPA upon request to any present or future mortgage, deed of trust, ground
lease, or other encumbrance of the Parcel on the condition precedent that the
applicable mortgagee, trustee, ground lessor, or other holder executes an
agreement acceptable to Seller providing that, so long as no event of default
by Seller has occurred, Seller’s rights under this CPA shall not be disturbed,
and shall survive any and all actions taken by, the mortgagee, trustee, ground
lessor, or other holder.  Additionally,
Seller agrees to attorn to and recognize any successor to Buyer pursuant to any
mortgage, deed of trust, ground lease, or other encumbrance of the Parcel with



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respect to which a nondisturbance agreement acceptable
to Seller has been executed and recorded. 
The obligations of Buyer under this CPA may be severed from the Parcel
only with the written consent of both Parties.


4.                                       Governing
Laws.  Except as
otherwise provided in Article II, this CPA shall be construed in accordance
with the laws of the State of Tennessee and any applicable federal or local
laws and regulations.


5.                                       Notices.  Notices required under this CPA shall be in
writing and deemed to be properly served on receipt thereof if sent by
certified or registered mail or by a commercially recognized overnight delivery
service to the following addresses or at such other address as may hereafter be
specified by the Parties:


	
  Buyer:

  	
  Ethanol Grain Processors, LLC

  
	
   

  	
  1918 McDonald
  Road

  
	
   

  	
  Rives, Tennessee
  38253

  
	
   

  	
  Attn:  James K. Patterson

  
	
   

  	
   

  
	
  With Copy To:

  	
  Bone McAllester Norton PLLC

  
	
   

  	
  511 Union
  Street, Suite 1600

  
	
   

  	
  Nashville,
  Tennessee 37219

  
	
   

  	
  Attn: Ken M. Larish

  
	
   

  	
   

  
	
  Seller:

  	
  Obion Grain Co.

  
	
   

  	
  6th at Palestine

  
	
   

  	
  Obion, Tennessee
  38240

  
	
   

  	
  Attn: General
  Manager

  
	
   

  	
   

  
	
  With Copy To:

  	
  Warner Law Firm PLC

  
	
   

  	
  308 W. Church
  Street

  
	
   

  	
  Union City,
  Tennessee 38261

  
	
   

  	
  Attn: John L.
  Warner, Jr.

  



 


All notices sent for the purpose of notifying a Party or
Occupant of a default under to the terms of this CPA must state the following
(i) the nature of the default including the relevant article and section of this
CPA, (ii) the period within which the defaulting Party must cure the default, and
(iii) the consequences of failing to cure the default.


A change in the identity or address of a person entitled
to notice shall be effective two (2) days following the sending of notice of
change to the Parties or as of such later time as the notice of change shall
specify.


6.                                       Partnership.  Neither anything in this CPA contained nor
any acts of the Parties hereto shall be deemed or construed by the Parties
hereto, or any of them, or by any third person, to create the relationship of
principal and agent, or of partnership, or of joint venture, or of any
association between any of the Parties to this CPA.



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7.                                       Severability.  The invalidity or unenforceability of any
particular provision of this CPA shall not affect the other provisions hereof,
and this CPA shall be construed in all respects as if such invalid or
unenforceable provision were omitted, provided, however, that if the invalidity
or unenforceability of any such provision shall deprive any Party of the
economic benefit intended to be conferred by this CPA, the Parties shall
negotiate in good faith to develop a structure, the economic effect of which is
as nearly as possible the same as the economic effect of this CPA.


8.                                       Captions.  The captions of the paragraphs and Articles
of this CPA are for convenience only and shall not be considered nor referred
to in resolving questions of interpretation and construction.


9.                                       EXHIBITS.  THE EXHIBITS TO THIS CPA ARE AN INTEGRAL PART
HEREOF AND BY THIS REFERENCE ARE INCORPORATED AS THOUGH FULLY SET FORTH HEREIN.


10.                                 Amendment.  This CPA may be amended only by written
agreement of both Parties.


11.                                 Entire
Agreement.  This CPA
represents the entire and integrated agreement between the Parties with respect
to the subject matter hereof, and it supersedes all prior negotiations, discussions,
representations and/or agreements, whether written or oral (including, without
limitation, those set forth in that certain Option Agreement, dated and
effective November 2, 2005, by and between Buyer and Seller pertaining to the
purchase and sale of the Parcel).  This
Agreement may be amended or modified only by written document signed by
authorized representatives of both Parties.


[The signature page follows immediately hereafter.]



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IN WITNESS WHEREOF, Buyer and Seller have executed this CPA
as of the date first written above under seal.


	
  

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
  ETHANOL GRAIN PROCESSORS, LLC,

  
	
   

  	
  a Tennessee limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ James K. Patterson

  	
   

  
	
   

  	
   James K. Patterson

  
	
   

  	
   Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Seller:

  
	
   

  	
   

  
	
   

  	
  OBION GRAIN CO., INC.,

  
	
   

  	
  a Tennessee corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ James Baxter Sanders

  	
   

  
	
   

  	
    James Baxter
  Sanders

  
	
   

  	
    President

  
					



 



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