**REVOLVING
        CREDIT AGREEMENT**
 
 
 **by
        and between**
 
 
 **SHOW
        ME ETHANOL, LLC**
 
 **“Borrower”**
 
 
 **and**
 
 
 **FCS
        FINANCIAL, PCA**
 
 **“Lender”**





**TABLE
      OF CONTENTS**





Page**1.**
            **DEFINITIONS**
            **1****1.1**
            **General
                Definitions**
            **1****1.2**
            **Index
                to Other Definitions**
            **13****1.3**
            **Accounting
                Terms**
            **13****1.4**
            **Others
                defined in Missouri Uniform Commercial Code**
            **13****2.**
            **LOANS**
            **13****2.1**
            **Revolving
                Loan**
            **13****2.2**
            **LC’s**
            **14****2.3**
            **General
                Provisions**
            **16****2.4**
            **Purposes**
            **17****3.**
            **INTEREST**
            **18****3.1**
            **Interest**
            **18****3.2**
            **Voluntary
                Conversion, Continuation or Rollover of Loans**
            **18****4.**
            **PAYMENTS;
                PREPAYMENTS; TERMINATION OF COMMITMENTS, ETC.**
            **19****4.1**
            **Payment
                of Loans**
            **19****4.2**
            **Optional
                Prepayments on the Loans**
            **19****4.3**
            **Mandatory
                Principal Payments on the Revolving Loan**
            **20****4.4**
            **Termination
                of the Commitments**
            **20****4.5**
            **Term
                Loan**
            **20****5.**
            **REVOLVING
                LIBOR RATE LOANS; INCREASED COSTS; TAXES; ETC.**
            **20****5.1**
            **Revolving
                LIBOR Rate Loans**
            **20****5.2**
            **Increased
                Costs**
            **21****5.3**
            **Funding
                Losses**
            **21****5.4**
            **Capital
                Adequacy Requirements**
            **22****6.**
            **FEES**
            **22****6.1**
            **Closing
                Fee with Respect to Revolving Loan Commitment**
            **22****6.2**
            **Commitment
                Fee with Respect to Revolving Loan Commitment**
            **23****6.3**
            **Additional
                Fees with Respect to LC’s**
            **23****6.4**
            **Fees
                Not Interest; Nonpayment**
            **23****7.**
            **REPRESENTATIONS
                AND WARRANTIES**
            **23****7.1**
            **Litigation
                and Proceedings**
            **23****7.2**
            **Other
                Agreements**
            **24****7.3**
            **Intellectual
                Property**
            **24****7.4**
            **Title
                to Assets**
            **24****7.5**
            **Tax
                Liabilities**
            **24****7.6**
            **Existing
                Indebtedness and Producer Payables**
            **25****7.7**
            **Other
                Names**
            **25**





i





**7.8**
            **Subsidiaries**
            **25****7.9**
            **Environmental
                Matters**
            **25****7.10**
            **Bank
                Accounts**
            **26****7.11**
            **No
                Consent**
            **26****7.12**
            **Existence**
            **26****7.13**
            **Authority/Eligibility**
            **26****7.14**
            **Binding
                Effect**
            **27****7.15**
            **Correctness
                of Financial Statements**
            **27****7.16**
            **Employee
                Controversies**
            **27****7.17**
            **Compliance
                with Laws and Regulations**
            **27****7.18**
            **Solvency**
            **27****7.19**
            **Pension
                Plans**
            **28****7.20**
            **Margin
                Security**
            **28****7.21**
            **Conflicting
                or Adverse Agreements or Restrictions**
            **28****7.22**
            **Full
                Disclosure**
            **28****7.23**
            **Survival
                of Warranties**
            **29****8.**
            **CONDITIONS**
            **29****8.1**
            **Conditions
                to All Loans**
            **29****9.**
            **AFFIRMATIVE
                COVENANTS**
            **32****9.1**
            **Compliance
                with Laws, etc.**
            **32****9.2**
            **Visitation
                Rights; Project Examination**
            **32****9.3**
            **Reporting
                Requirements**
            **33****9.4**
            **Net
                Worth**
            **34****9.5**
            **Minimum
                Debt Service Coverage Rate**
            **34****9.6**
            **Minimum
                Working Capital**
            **34****9.7.**
            **Minimum
                Equity Percentage**
            **34****9.8**
            **Liens**
            **34****9.9**
            **Landlord
                and Mortgagee Waivers**
            **34****9.10**
            **Insurance**
            **35****9.11**
            **Keeping
                Books and Records**
            **35****9.12**
            **Warehouse
                Receipts**
            **35****9.13**
            **Lender
                Fees**
            **35****9.14**
            **Maintain
                Properties**
            **35****9.15**
            **Collateral**
            **35****9.16**
            **Borrower’s
                Equity**
            **35****9.17**
            **Marketing
                Agreements**
            **35****9.18**
            **Taxes**
            **36****10.**
            **NEGATIVE
                COVENANTS**
            **36****10.1**
            **Liens,
                etc.**
            **36****10.2**
            **Distributions,
                etc.**
            **37****10.3**
            **Capital
                Expenditures; Capital Leases**
            **37****10.4**
            **Consolidation,
                Merger, Dissolution, Etc.**
            **37****10.5**
            **Indebtedness,
                etc.**
            **37****10.6**
            **Change
                of Control**
            **38**





ii





**10.7**
            **Loans,
                Guaranties, etc.**
            **38****10.8**
            **Subsidiaries;
                Affiliates**
            **38****10.9**
            **Transfer
                of Assets**
            **38****10.10**
            **Lines
                of Business**
            **38****10.11**
            **Investments**
            **38****11.**
            **DEFAULT
                AND RIGHTS AND REMEDIES OF THE LENDER**
            **39****11.1**
            **Acceleration**
            **39****11.2**
            **Other
                Remedies**
            **39****12.**
            **MISCELLANEOUS**
            **40****12.1**
            **Timing
                of Payments**
            **40****12.2**
            **Attorneys’
                Fees and Costs**
            **40****12.3**
            **Expenditures
                by the Lender**
            **40****12.4**
            **Lender’s
                Costs and Expenses as Additional Liabilities**
            **41****12.5**
            **Claims
                and Taxes**
            **41****12.6**
            **Inspection**
            **41****12.7**
            **Examination
                of Banking Records**
            **42****12.8**
            **Governmental
                Reports**
            **42****12.9**
            **Reliance
                by the Lender**
            **42****12.10**
            **Indemnification**
            **42****12.11**
            **Parties**
            **44****12.12**
            **Applicable
                Law; Severability**
            **44****12.13**
            **SUBMISSION
                TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY**
            **44****12.14**
            **Application
                of Payments Waiver**
            **45****12.15**
            **Marshalling;
                Payments Set Aside**
            **45****12.16**
            **Section
                Titles**
            **45****12.17**
            **Continuing
                Effect**
            **45****12.18**
            **No
                Waiver**
            **45****12.19**
            **Notices**
            **46****12.20**
            **Maximum
                Interest**
            **47****12.21**
            **Lender’s
                Reliance**
            **47****12.22**
            **Counterparts**
            **48****12.23**
            **Participations**
            **48****12.24**
            **Credit
                Agreement Controls**
            **48****12.25**
            **Confidentiality**
            **48****12.26**
            **Independence
                of Covenants**
            **49****12.27**
            **Amendments
                and Waivers**
            **49****12.28**
            **FINAL
                AGREEMENT**
            **49****12.29**
            **Privacy**
            **49****12.30**
            **Customer
                Identification - USA Patriot Act Notice**
            **50****12.31**
            **Survival**
            **50**





iii


**REVOLVING
      CREDIT AGREEMENT**





THIS
      REVOLVING CREDIT AGREEMENT (this “Agreement”) is made as of the 6th  day
      of
      November, 2007 by and between **SHOW
      ME ETHANOL, LLC,** a
      Missouri limited liability company (the “Borrower”) and **FCS
      FINANCIAL, PCA** ,
      a
      federally chartered instrumentality (hereinafter referred to as “Lender”)
      (Lender and Borrower sometimes hereinafter collectively the
“Parties”).





**WITNESSETH:**




WHEREAS,
      Borrower has requested that Lender make loans, advances, extensions of credit
      and/or other financial accommodations to or for the benefit of the Borrower,
      and
      Lender is willing to do so on the terms and conditions herein
      contained;




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








1.  DEFINITIONS .





1.1  General
      Definitions .
      When
      used herein, the following capitalized terms shall have the meaning indicated,
      whether used in the singular or the plural:





“ Account
      Debtor ”
shall
      mean the party which is obligated on or under an Account or a General
      Intangible.





“ Accounts ”
means
      all of the Borrower’s “Accounts”, as such term is defined in the UCC, including,
      without limitation, the aggregate unpaid obligations of customers and other
      account debtors to Borrower arising out of the sale or lease of goods or
      rendition of services by Borrower on an open account or deferred payment
      basis.





“ Affiliate ”
shall
      mean any Person (other than a Borrower): (a) that directly or indirectly,
      through one or more intermediaries, controls or is controlled by, or is under
      common control with, the Borrower; (b) that directly or beneficially owns or
      holds ten percent (10%) or more of any class of the voting stock or other equity
      interest of the Borrower; (c) ten percent (10%) or more of the voting stock
      (or
      in the case of a Person which is not a corporation, ten percent (10%) or more
      of
      the equity interest) of which is owned directly or beneficially or held by
      the
      Borrower; or (d) that is a director, officer, manager or member of the Borrower.
      A Person shall be deemed to control another Person if the controlling Person
      possesses, directly or indirectly, the power to direct or cause the direction
      of
      the management or policies of the controlled Person, whether through ownership
      of stock, membership interests, by contract or otherwise; provided , however ,
      in no
      event shall Lender Ray-Carroll Grain Growers, Inc., or Central Missouri
      Biofuels, LLC be deemed an Affiliate of the Borrower or any of their
      subsidiaries.





1





“ Applicable
      Margin ”
shall
      mean (i) with respect to such portions of the Loan which are Revolving Base
      Rate
      Loans, the Base Margin and (ii) with respect to such portions of the Loan which
      Revolving LIBOR Rate Loans, the LIBOR Margin.





“ Base
      Rate ”
shall
      mean the prime rate as reported on the 10 th day of
      the calendar month by the Wall
      Street Journal in its
      listing of money rates, defined therein as “the base rate on corporate loans
      posted by at least 75% of the nation’s 30 largest banks.” If a prime rate is not
      reported on the 10 th day of a
      calendar month, the prime rate reported on the first Business Day preceding
      the
      10 th day of
      the calendar month will be used. The Base Rate shall be determined monthly,
      and
      any adjustment shall be effective as of the first day of the following calendar
      month.





“ Base
      Margin ”
shall
      mean with respect to such portions of the Loan which are Base Rate Loans,
      0%.





“ Borrower ”
means
      Show Me Ethanol, LLC, a Missouri limited liability company.





“ Borrower’s
      Equity ”
means
      all cash equity of the Borrower as contributed by its members.





“ Borrowing
      Base ”
shall
      mean an amount determined and computed as set forth in **Exhibit
      1A** .





“ Borrowing
      Base Certificate ”
shall
      mean a certificate in the form of **Exhibit
      1B** ,
      signed
      as indicated thereon, setting forth the amount of the Borrower’s Borrowing
      Base.





“ Business
      Day ”
means
      any day other than a Saturday, Sunday, or other day on which commercial banks
      are authorized to close under the laws of, or are in fact closed in, the state
      in which the Lender’s office is located and, if such day relates to any LIBOR
      Rate, means any such day on which dealings in Dollar deposits are conducted
      by
      and between banks in the London interbank market.





“ Closing
      Date ”
shall
      mean November 6, 2007.





“ Closing
      Fee ”
shall
      have the meaning set forth in Section
      6.1 .





“ Collateral ”
means
      and includes, without limitation, all property and assets granted as collateral
      security for the Loans, whether real or personal property, whether granted
      directly or indirectly, whether granted now or in the future, and whether
      granted in the form of a security interest, mortgage, assignment of rents,
      deed
      of trust, assignment, pledge, chattel mortgage, chattel trust, factor's lien,
      equipment trust, conditional sale, trust receipt, lien, charge, lien or title
      retention contract, lease or consignment intended as a security device, or
      any
      other security or lien interest whatsoever, whether created by law, contract
      or
      otherwise.





2


“ Commitment ”
shall
      mean the Revolving Loan Commitment and/or the LC Commitment and “ Commitments ”
shall
      mean collectively, the Commitments of the Lender.





“ Compliance
      Certificate ”
shall
      have the meaning set forth in Section
      9.01(c) .





“ Current
      Assets ”
shall
      mean the amount of Borrower’s combined current assets according to
      GAAP.





“ Current
      Liabilities ”
shall
      mean the amount of Borrower’s combined current liabilities according to GAAP
      plus the current amount of the Term Loan outstanding.





“ DDGS ”
means
      dried distillers grains, which, along with ethanol, will be produced by the
      Borrower.





“ Debt ”
or
      “Indebtedness” shall mean (a) indebtedness for borrowed money or for the
      deferred purchase price of property or services; (b) obligations as lessee
      under
      leases which shall have been or should be, in accordance with GAAP, recorded
      as
      capital leases; (c) obligations under direct or indirect guaranties in respect
      of, and obligations (contingent or otherwise) to purchase or otherwise acquire,
      or otherwise to assure a creditor against a loss in respect of, indebtedness
      or
      obligations of others of the kinds referred to in subsection (a) or (b) above
      or
      (f) below; (d) liabilities in respect of unfunded vested benefits under plans
      covered by ERISA; (e) indebtedness in respect of mandatory redemption or
      mandatory dividend rights on equity interests but excluding dividends payable
      solely in additional equity interests; and (f) all obligations of a person
      or
      entity, contingent or otherwise, for the payment of money under any noncompete,
      consulting or similar agreement entered into with the seller of a company or
      its
      assets or any other similar arrangements providing for the deferred payment
      of
      the purchase price for an acquisition permitted hereby or an acquisition
      consummated prior to the date hereof.





“ Debt
      Service Coverage Ratio ”
means
      the ratio of (i) Net Income net of Income Taxes plus amortization and
      depreciation expense divided by (ii) the sum of Interest Expense and the
      scheduled principal payments on Long Term Debt (excluding any excess cash flow
      payments made by Borrower under the terms of the Term Loan Agreement), all
      as
      calculated based on the immediately preceding twelve-month period which ended
      on
      the calculation date.




“ Deed
      of Trust ”
means
      that certain Deed of Trust of even date herewith, pursuant to which a mortgage
      interest shall be given by the Borrower to the Lender in the Real Property
      to
      secure payment of the Obligations.





“ Default ”
shall
      mean the occurrence or existence of: (a) an event which, through the passage
      of
      time or the service of notice or both, would (assuming no action is taken by
      the
      Borrower or any other Person to cure the same) mature into a Matured Default;
      (b) an event which requires neither the passage of time nor the service of
      notice to mature into a Matured Default; (c) the occurrence of a breach or
      a
      default under any of the Loan Documents; or (d) the occurrence of a breach
      or a
      default under any other agreement at any time in existence between the Borrower
      and the Lender or between the Borrower and any third party and not otherwise
      included in (a) - (c) above, that would constitute a Material Adverse
      Effect.





3


“ Disposition ”
or
      “ Dispose ”
shall
      mean the sale, transfer, license, lease or other disposition (including any
      sale
      and leaseback transaction) of any property by any Person, including any sale,
      assignment, transfer or other disposal, with or without recourse, of any notes
      or accounts receivable or any rights and claims associated
      therewith.




“ Dollars”
      and “$ ”
shall
      mean lawful currency of the United States of America.





“ Eligible
      Accounts ”
shall
      mean those Accounts which the Lender, in the exercise of reasonable discretion,
      determines are eligible for inclusion in the Borrowing Base at any particular
      time. Without limiting the foregoing, the following Accounts shall not be
      Eligible Accounts:





(a)  any
      Account owing by an Account Debtor which is at any time unpaid for a period
      exceeding sixty (60) days after the original invoice date of the original
      invoice related thereto;





(b)  Accounts
      which arise out of transactions with Affiliates;





(c)  Account
      Debtors that are located outside the United States, unless such Accounts are
      covered by a letter of credit issued or confirmed by a bank acceptable to the
      Lender;





(d)  Accounts
      which are subject to rights of set-off or counterclaim by the Account Debtor;
      and





(e)  Accounts
      which in the Lender’s reasonable opinion may be subject to liens (other than
      liens permitted in Section 10.1(a)) or conflicting claims of ownership, whether
      such liens or conflicting claims are asserted or could be asserted by any
      Person.





(f)  Accounts
      which in Lender’s sole discretion are deemed ineligible by Lender.





“ ERISA ”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated and the rulings issued
      thereunder.





" ERISA
      Affiliate "
      means
      any trade or business (whether or not incorporated) that, together with the
      Borrower, is treated as a single employer under Section 414(b) or (c) of the
      Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
      Code, is treated as a single employer under Section 414 of the
      Code.





" ERISA
      Event "
      means
      (a) any "reportable event", as defined in Section 4043 of ERISA or the
      regulations issued thereunder with respect to a Plan (other than an event for
      which the 30-day notice period is waived); (b) the existence with respect to
      any
      Plan of an "accumulated funding deficiency" (as defined in Section 412 of the
      Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant
      to
      Section 412(d) of the Code or Section 303(d) of ERISA of an application for
      a
      waiver of the minimum funding standard with respect to any Plan; (d) the
      incurrence by the Borrower or any of its ERISA Affiliates of any liability
      under
      Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
      by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator
      of
      any notice relating to an intention to terminate any Plan or Plans or to appoint
      a trustee to administer any Plan; (f) the incurrence by the Borrower or any
      of
      its ERISA Affiliates of any liability with respect to the withdrawal or partial
      withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
      Borrower or any ERISA Affiliate of any notice, or the receipt by any
      Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
      concerning the imposition of Withdrawal Liability or a determination that a
      Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
      within the meaning of Title IV of ERISA.





4


" Equity
      Interests "
      means
      shares of capital stock, partnership interests, membership interests in a
      limited liability company, beneficial interests in a trust or other equity
      ownership interests in a Person, and any warrants, options or other rights
      entitling the holder thereof to purchase or acquire any such equity
      interest.





“ Fiscal
      Year ”
means
      the fiscal year of the Borrower, which shall be the twelve month period ending
      on or about December 31 st of each
      year.





“ GAAP ”
shall
      mean generally accepted accounting principles set forth in the opinions and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board, or in such other statements by such other entity
      as
      may be in general use by significant segments of the accounting profession,
      which are applicable to the circumstances as of the date of
      determination.





“ General
      Intangibles ”
shall
      mean all of the Borrower’s right, title and interest in and to any bank deposit
      accounts, customer deposit accounts, deposits, rights related to prepaid
      expenses, negotiable or nonnegotiable instruments or securities, chattel paper,
      choses in action, causes of action and all other intangible personal property
      of
      every kind and nature (other than Accounts), including without limitation,
      corporate or other business records, inventions, designs, patents, patent
      applications, trademarks, trade names, trade secrets, goodwill, registrations,
      copyrights, licenses, franchises, customer lists, tax refunds, tax refund
      claims, customs claims, guarantee claims, co-op memberships or patronage
      benefits, rights to any government subsidy, set aside, diversion, deficiency
      or
      disaster payment or payment in kind, water rights (including without limitation,
      water stock, ditch rights, well permits, water permits, applications and the
      like), easement rights, contract rights, contracts, leasehold interests in
      real
      and personal property and any security interests or other security held by
      or
      granted to the Borrower to secure payment by any Account Debtor of any of the
      Accounts, and any other “general intangibles” (as defined in the
      Code).





“ Governmental
      Authority ”
shall
      mean any nation or government, any state or other political subdivision thereof
      and any entity exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to government, including without
      limitation, any arbitration panel, any court or any commission.





5


“ Governmental
      Requirement ”
shall
      mean any law, statute, code, ordinance, order, rule, regulation, judgment,
      decree, injunction, franchise, permit, certificate, license, authorization
      or
      other directive or requirement of any federal, state, county, municipal, parish,
      provincial or other Governmental Authority or any department, commission, board,
      court, agency or any other instrumentality of any of them (excluding any of
      the
      foregoing that relate to environmental standards or controls and occupational
      safety and health standards or controls).





“ Highest
      Lawful Rate ”
shall
      mean the maximum nonusurious interest rate, if any, that at any time or from
      time to time may be contracted for, taken, reserved, charged, or received with
      respect to the Note or on other amounts, if any, payable to the Lender pursuant
      to this Agreement or any other Loan Documents, under laws applicable to the
      Lender which is presently in effect, or, to the extent allowed by law, under
      such applicable laws which may hereafter be in effect and which allow a higher
      maximum nonusurious interest rate than applicable laws now allow.





“ Income
      Taxes ”
means
      the applicable state, local or federal income tax of the Borrower on the Net
      Income of the Borrower.





“ Inventory ”
shall
      mean any and all goods which shall at any time constitute “inventory” (as
      defined in the Code) or farm products of the Borrower, wherever located
      (including without limitation, goods in transit), or which from time to time
      are
      held for sale, lease or consumption, furnished under any contract of service
      or
      held as raw materials, work in process, finished inventory or supplies
      (including without limitation, packaging and/or shipping
      materials).





“ Investment ”
shall
      mean, as to any Person, any direct or indirect acquisition or investment by
      such
      Person, whether by means of (a) the purchase or other acquisition of capital
      stock or other securities of another Person, (b) a loan, advance or capital
      contribution to, guarantee or assumption of debt of, or purchase or other
      acquisition of any other debt or equity participation or interest in, another
      Person, including any partnership or joint venture interest in such other
      Person, or (c) the purchase or other acquisition (in one transaction or a series
      of transactions) of assets of another Person that constitute a business unit.
      For purposes of covenant compliance the amount of any Investment shall be the
      amount actually invested, without adjustment for subsequent increases or
      decreases in the value of such investment.





“ IRC ”
shall
      mean the Internal Revenue Code of 1986, as amended, as in effect at any time,
      together with all regulations, rulings and interpretations thereof or thereunder
      issued by the Internal Revenue Service.





“ LC ”
shall
      mean each letter of credit issued pursuant to this Agreement.





“ LC
      Commitment ”
shall
      mean $5,000,000.00, as such amount may be reduced or terminated from time to
      time pursuant to Section
      4.4 or 11.1 ,
      less
      payments received with respect to the LC Obligations.





6


“ LC
      Obligations ”
shall
      mean, at any time, an amount equal to the sum of (a) the aggregate undrawn
      and
      unexpired amount of the outstanding LC’s plus (b) the aggregate amount of
      drawings under LC’s which have not been reimbursed pursuant to Section
      2.2(e) .





“ Liabilities ”
shall
      mean any and all liabilities, obligations and indebtedness of the Borrower
      to
      the Lender of any and every kind and nature, at any time owing, arising, due
      or
      payable and however evidenced, created, incurred, acquired or owing, whether
      primary, secondary, direct, contingent, fixed or otherwise (including without
      limitation, LC Obligations and obligations of performance) and whether arising
      or existing under this Agreement or any of the other Loan Documents or by
      operation of law.





“ LIBOR
      Interest Period ”
shall
      mean, with respect to a Revolving LIBOR Rate Loan, the period of time for which
      the LIBOR Rate shall be in effect as to the Revolving LIBOR Rate Loan and which
      shall be a 1, 3 or 6 month period of time commencing with the borrowing date
      of
      the Revolving LIBOR Rate Loan or the expiration date of the immediately
      preceding LIBOR Interest Period, as the case may be, applicable to and ending
      on
      the effective date of any conversion, continuation or rollover made as provided
      in Section
      3.2 as the
      Borrower may specify in a notice of borrowing delivered pursuant to Section
      2.3 or a
      notice of conversion, continuation or rollover delivered pursuant to Section
      3.2;  provided,
      however ,
      that:
      (a) any LIBOR Interest Period which would otherwise end on a day which is not
      a
      Business Day shall be extended to the next succeeding Business Day; and (b)
      no
      LIBOR Interest Period for any portion of the Revolving Loan shall extend beyond
      the Maturity Date.





“ LIBOR
      Margin ”
shall
      mean with respect to such portions of the Loan which are Revolving LIBOR Rate
      Loans, 2.50%.





“ LIBOR
      Rate ”
(London
      Interbank Offered Rate) shall mean the London interbank offered rate per annum
      for one, three or six month deposits (as applicable) in United States dollars,
      as determined by the British Banker’s Association average of interbank offered
      rates for United States dollar deposits in the London market based on quotations
      at sixteen (16) major banks, as published in the “Money Rates” Section of *The
      Wall Street Journal* as of
      the applicable determination date; provided ,
      if
      Lender determines that the foregoing source is unavailable for the applicable
      Interest Period, Lender shall determine LIBOR based on a new index which is
      based on comparable information; a Loan based on the LIBOR Rate shall
      hereinafter be a “LIBOR Rate Loan”.





“ Lien ”
shall
      mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or otherwise), charge, or preference, priority
      or
      other security interest or preferential arrangement of any kind or nature
      whatsoever (including any conditional sale or other title retention agreement,
      and any financing lease having substantially the same economic effect as any
      of
      the foregoing).





" Loan
      Documents "
      means
      this Agreement, the Note, the Security Documents, and all other agreements,
      documents, instruments, and certificates of the Borrower delivered to, or in
      favor of, Lender under this Agreement or in connection herewith or therewith,
      including, without limitation, all agreements, documents, instruments,
      certificates and delivered in connection with the extension of Loans by
      Lender.





7


“ Loans ”
shall
      mean all loans made pursuant to this Agreement, whether with respect to the
      Revolving Base Rate Loans or Revolving LIBOR Rate Loans.





“ Long
      Term Debt ”
means
      Debt that matures more than one (1) year after the date of determination
      thereof.





“ Margin
      Accounts ”
shall
      mean all futures contracts or funds and other property related to such futures
      contracts, which the Borrower or the Borrower’s authorized attorney-in-fact may
      acquire, accumulate, withdraw or pay out, and which may be held with any broker,
      including without limitation, any balance credited to any Margin Account upon
      its closing.





“ Material
      Adverse Effect ”
shall
      mean a material adverse effect on (a) the business, property, condition,
      (financial or otherwise), results of operations or business prospects of the
      Borrower, or (b) the ability of the Borrower to perform its respective
      obligations under the Loan Documents. For purposes of this Agreement, all
      determinations as to whether there has been a Material Adverse Effect shall
      be
      made by Lender in its reasonable discretion.





“ Matured
      Default ”
shall
      mean the occurrence or existence of any one or more of the following events:





(a)
      the
      Borrower fails to pay any principal or interest pursuant to any of the Loan
      Documents at the time such principal or interest becomes due or is declared
      due
      and such failure continues for a period of ten (10) Business Days after written
      notice shall have been given to the Borrower by Lender;





(b)
      the
      Borrower fails to pay any of the Liabilities (other than principal and interest)
      on or before ten (10) Business Days after the Lender has notified the Borrower
      of the existence and amount of such Liabilities;





(c)
      the
      Borrower fails or neglects to perform, keep or observe any of the covenants,
      conditions, promises or agreements contained in Section
      10 ;





(d)
      the
      Borrower fails or neglects to perform, keep or observe any of the covenants,
      conditions, promises or agreements applicable to Borrower contained in this
      Agreement or in any of the other Loan Documents (other than those covenants,
      conditions, promises and agreements referred to or covered in (a) , (b) or (c) above
      and other than the covenants set forth in Section
      9.6 ),
      and
      such failure or neglect continues for more than thirty (30) days after the
      earlier of the date the Lender gives the Borrower written notice thereof or
      the
      date on which a corporate executive officers of the Borrower first learn of
      such
      failure or neglect, provided,
      however ,
      that if
      the Borrower, despite its diligent efforts and the susceptibility of cure,
      has
      been unable to cure such default or neglect within such thirty (30) day grace
      period, the Borrower shall have an additional thirty (30) day period to effect
      such cure, provided,
      further ,
      that
      such grace period shall not apply, and a Matured Default shall be deemed to
      have
      occurred and to exist immediately if such failure or neglect may not, in the
      Lender’s reasonable determination, be cured by the Borrower during such
      successive thirty (30) day grace periods;





8


(e)
      any
      warranty or representation at any time made by the Borrower in connection with
      this Agreement or any of the other Loan Documents is untrue or incorrect in
      any
      material respect when made, or any schedule, certificate, statement, report,
      financial data, notice, or writing furnished at any time by or on behalf of
      the
      Borrower to the Lender is untrue or incorrect in any material respect on the
      date as of which the facts set forth therein are stated or certified and which
      shall not be cured within five (5) Business Days after written notice shall
      have
      been given to the Borrower by Lender.





(f)
      a
      final judgment in excess of $100,000.00 is rendered against the Borrower or
      any
      Subsidiary and such judgment remains unsatisfied and in effect for thirty (30)
      consecutive days without a stay of enforcement or execution, provided,  however ,
      that
      this clause (f) shall not apply to any judgment for which, and to the extent,
      the Borrower or such Subsidiary is insured and with respect to which the insurer
      has admitted liability in writing for such judgment to such extent;





(g)
      all
      or any material part of the Borrower’s or any Subsidiary’s assets come within
      the possession of any receiver, trustee, custodian or assignee for the benefit
      of creditors;





(h)
      a
      proceeding under any bankruptcy, reorganization, arrangement of debt,
      insolvency, readjustment of debt or receivership law or statute is filed against
      the Borrower [or any Subsidiary] and such proceeding is not dismissed within
      thirty (30) days of the date of its filing, or a proceeding under any
      bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of
      debt or receivership law or statute is filed by the Borrower or any Subsidiary,
      or the Borrower [or any Subsidiary] makes an assignment for the benefit of
      creditors;





(i)
      the
      Borrower or any Subsidiary voluntarily or involuntarily dissolves or is
      dissolved;





(j)
      the
      Borrower [or any Subsidiary] is enjoined, restrained, or in any way prevented
      by
      the order of any court or any administrative or regulatory agency or by the
      termination or expiration of any permit or license, from conducting all or
      any
      material part of the Borrower’s business affairs, and such injunction, restraint
      or prevention would have a Material Adverse Effect;





(k)
      the
      Borrower [or any Subsidiary] fails to make any payment due or otherwise defaults
      on any other obligation for borrowed money in excess of $100,000.00 and the
      effects of such failure or default are to cause or permit the holder of such
      obligation or a trustee to cause such obligation to become due prior to its
      date
      of maturity;





(l)
      the
      Lender makes an expenditure under Section
      12.3 and such
      amount shall not have been reimbursed to the Lender within two (2) Business
      Days
      following demand therefor;





(m)
      the
      occurrence of a default, an event of default or a matured default under any
      other agreement, instrument or document at any time entered into between the
      Borrower and the Lender which default, event of default or matured default
      has
      had or in the opinion of the Lender is likely to have a Material Adverse Effect;





9


(n)
      the
      Borrower fails or neglects to perform, keep or observe any of the covenants,
      conditions, promises or agreements contained in Section
      9.6 ,
      and
      such failure or neglect continues for more than thirty (30) days after such
      failure or neglect first occurs, provided,
      however ,
      that
      such grace period shall not apply, and a Matured Default shall be deemed to
      have
      occurred and to exist immediately if such failure or neglect may not, in the
      Lender’s reasonable determination, be cured by the Borrower during such thirty
      (30) day grace period;





(o)
      any
      Financing Agreement, at any time after its execution and delivery and for any
      reason other than as expressly permitted hereunder or satisfaction in full
      of
      all the Liabilities, ceases to be in full force and effect; or the Borrower
      or
      any other Person contests in any material manner the validity or enforceability
      of any Financing Agreement; or the Borrower denies that it has any or further
      liability or obligation under any Financing Agreement, or purports to revoice,
      terminate or rescind any Financing Agreement (including, without limitation,
      the
      Guaranty), or any Lien with respect to any material portion of the Collateral
      intended to be secured thereby ceases to be, or subject to Section 10.01, is
      not, valid, perfected and prior to all other Liens or is terminated, revoked
      or
      declared;





(p)
      Borrower discontinues doing business;





(q)
      An
      ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
      has resulted or could reasonably be expected to result in liability of Borrower
      under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
      in
      an aggregate amount in excess of $100,000, or (ii) Borrower or any ERISA
      Affiliate fails to pay when due, after the expiration of any applicable grace
      period, any installment payment with respect to its withdrawal liability under
      Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
      excess of the Threshold Amount; or





(r)
      Any
      default by Borrower under the terms of the Term Loan Agreement.





“ Maturity
      Date ”
shall
      mean thirty-six (36) months from the date of the initial disbursement under
      this
      Agreement or the earlier date of termination in whole of the Commitment pursuant
      to Section
      4.4 or 11.1 .





" Multiemployer
      Plan "
      means a
      multiemployer plan as defined in Section 4001(a)(3) of ERISA.





“ Net
      Income ”
means
      income from operations after all expenses, including salaries and bonuses
      determined according to GAAP.





“ Note ”
shall
      mean the Revolving Note of the Borrower executed and delivered pursuant to
      this
      Agreement.





10


“ Obligations ”
"
      means
      all obligations, indebtedness, and liabilities of the Borrower to the Lender
      arising pursuant to this Agreement or any of the Security Documents, whether
      now
      existing or hereafter arising, whether direct, indirect, related, unrelated,
      fixed, contingent, liquidated, unliquidated, joint, several, or joint and
      several, including, without limitation, the obligation of the Borrower to repay
      all sums outstanding under this Agreement.





“ Pension
      Plan ”
shall
      mean any employee pension benefit plan as defined in Section 3(2) of ERISA
      in
      which any personnel of the Borrower or an Affiliate which is under common
      control with the Borrower (within the meaning of Section 414 of the IRC)
      participate and which is subject to Title IV of ERISA or Section 412 of the
      IRC.





“ Person ”
shall
      mean any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, entity, party or government (whether national, federal,
      state, provincial, county, city municipal or otherwise, including without
      limitation, any instrumentality, division, agency, body or department
      thereof).





“ Project ”
means
      any and all buildings, structures, fixtures or other improvements made to the
      Real Property as part of the construction of a 55mm gyps drymill ethanol plant
      in Carroll County, Missouri.





“ Real
      Property ”
means
      that real property located in the County of Carroll, State of Missouri, owned
      by
      the Borrower, upon which the Project is to be constructed and which is described
      in **Schedule
      8.01(xv)** .





“ Restricted
      Payment ”
shall
      mean any dividend or other distribution (whether in cash, securities or other
      property) with respect to any capital stock or other equity interest of Borrower
      or any Subsidiary, or any payment (whether in case, securities or other
      property), including any sinking fund or similar deposit on account of the
      purchase, redemption, retirement, acquisition, cancellation or termination
      of
      any such capital stock or other equity interest or of any option, warrant or
      other right to acquire any such capital stock or other equity
      interest.





“ Revolving
      Base Rate Loan ”
shall
      mean any portion of the Revolving Loan which bears interest at a rate determined
      by reference to the Base Rate.





“ Revolving
      Liabilities ”
shall
      mean that portion of the Liabilities consisting of principal of and/or interest
      on the Revolving Loan, plus the fees described in Section
      6 applicable to the Revolving Loan.





“ Revolving
      LIBOR Rate Loan ”
shall
      mean any portion of the Revolving Loan which bears interest at a rate determined
      by reference to the LIBOR Rate.





“ Revolving
      Loan ”
shall
      have the meaning set forth in Section
      2.1 .





“ Revolving
      Loan Available Amount ”
shall
      mean, at any time, an amount equal to the excess of (a) the lesser of (i) the
      Borrowing Base or (ii) the Revolving Loan Commitment over (b)(i) the principal
      outstanding amount of the Revolving Loan plus (ii) the aggregate face amount
      of
      all outstanding LC’s.





11


“ Revolving
      Loan Commitment ”
shall
      mean $5,000,000.00, as such amount may be reduced or terminated from time to
      time pursuant to Section
      4.4 or 11.1 .





“ Security
      Documents ”
shall
      mean any and all agreements, security agreements, deeds of trust, mortgages,
      chattel mortgages, pledges, guaranties, assignments of proceeds, assignments
      of
      income, assignments of contract rights, assignments of partnership interests,
      assignments of royalty interests, assignments of leases, assignments of
      easements, assignments of performance or other collateral assignments,
      completion or surety bonds, standby agreements, subordination agreements,
      undertakings and other documents, agreements, instruments and financing
      statements at any time executed and delivered by the Borrower or a third Person
      in connection with, or as security for the payment or performance of, the Note,
      any indebtedness renewed or extended by such Note and the Borrower’s obligations
      under this Agreement.





“ Start
      Up Date ”
shall
      have the meaning set forth in Section
      9.01(c) .





“ Subsidiary ”
of
      a
      Person shall mean a corporation, partnership, joint venture, limited liability
      company or other business entity of which a majority of the shares of securities
      or other interests having ordinary voting power for the election of directors
      or
      other governing body (other than securities or interests having such power
      only
      by reason of the happening of a contingency) are at the time beneficially owned,
      or the management of which is otherwise controlled, directly, or indirectly
      through one or more intermediaries, or both, by such Person. Unless otherwise
      specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall
      refer to a Subsidiary or Subsidiaries of Borrower.





“ Subordinated
      Debt ”
shall
      mean any and all Debt of the Borrower held by any Person other than Lender
      or
      any Term Loan Lender.





“ Term
      Loan ”
shall
      mean that certain loan from the Term Loan Lender to the Borrower in the amount
      of $48,000,000.00 made pursuant to that certain Construction and Term Loan
      Agreement dated as of the date hereof.





“ Term
      Loan Intercreditor Agreement ”
shall
      have the meaning as set forth in Section
      4.5.





“ Term
      Loan Agreement ”
shall
      mean that certain Construction and Term Loan Agreement by and between Borrower
      and Term Loan Lender dated as of the date hereof.





“ Term
      Loan Lender ”
shall
      mean FCS Financial, PCA and those Banks identified in the Term Loan
      Agreement.





“ Title
      Policy ”
shall
      mean that certain ALTA mortgage title insurance policy issued by a title
      insurance company acceptable to Lender and as set forth in Section
      8.1(b)(xv) .





12


“ Total
      Net Worth ”
shall
      mean consolidated net worth, as determined according to GAAP, plus Subordinated
      Debt and less intangible assets.





“ Type ”
shall
      mean with respect to a Revolving Loan, whether such Loan is a Revolving Base
      Rate Loan or a Revolving LIBOR Rate Loan.





“ Working
      Capital ”
means
      current assets of Borrower less current liabilities of Borrower.





1.2  Index
      to Other Definitions .
      When
      used herein, the following capitalized terms shall have the meanings given
      in
      the indicated portions of this Agreement:


Term
              LocationAgreement
              introductionApplication
              Section
                  2.2(b)Code
              Section
                  1.4Default
                  Rate
              Section
                  3.1(c)Environmental
                  Laws
              Section
                  7.9Excess
              Section
                  12.20Lender
              introductionLoan
                  Account
              Section
                  2.3UCP
              Section
                  2.2(c)




1.3  Accounting
      Terms .
      Any
      accounting terms used in this Agreement which are not specifically defined
      in
      this Agreement shall have the meanings customarily given them in accordance
      with
      GAAP.





1.4  Others
      defined in Missouri Uniform Commercial Code .
      All
      other terms contained in this Agreement (which are not specifically defined
      in
      this Agreement) shall have the meanings set forth in the Uniform Commercial
      Code
      of Missouri (“Code”) to the extent the same are used or defined
      therein.





2.  LOANS .





2.1  Revolving
      Loan .





(a)  Subject
      to the terms and conditions and relying upon the representations and warranties
      herein set forth, Lender agrees to extend a revolving credit loan (the
“Revolving Loan”) to the Borrower by making loans to the Borrower on a revolving
      basis on any one or more Business Days prior to the Maturity Date, up to an
      aggregate principal amount not exceeding the Revolving Loan Available Amount
      on
      such Business Day. Within such limits and during such period and subject to
      the
      terms and conditions of this Agreement, the Borrower may borrow, repay and
      reborrow the Revolving Loan. Subject to Section
      2.3 hereof,
      loans extended with respect to the Revolving Loan shall be comprised of
      Revolving Base Rate Loans and/or Revolving LIBOR Rate Loans as selected by
      the
      Borrower. The principal amount outstanding under the Revolving Loan Commitment
      shall not, at any time, exceed the Borrowing Base. If at any time the principal
      amount outstanding under the Revolving Loan Commitment exceeds the Borrowing
      Base, then the amount of such excess shall be immediately due and payable by
      the
      Borrower to the Lender. Notwithstanding the foregoing, the parties have agreed
      that Borrower may, request and obtain Two Million Dollars ($2,000,000.00) of
      the
      Revolving Loan Commitment without the requirement of sufficient Borrowing Base;
      provided, however, any request for funds under the Revolving Loan Commitment
      above Two Million Dollars ($2,000,000.00) of principal, outstanding at any
      time,
      shall not exceed the then available Borrowing Base. For purposes of
      illustration, should Borrower request an additional Two Million Five Hundred
      Thousand Dollars ($2,500,000.00) under the Revolving Loan Commitment, Borrower
      shall be required to document to Lender a Borrowing Base of Two Million Five
      Hundred Thousand Dollars, to receive the requested funds.





13


(b)  The
      Borrower shall execute and deliver to the Lender to evidence the Revolving
      Loan
      made by the Lender under the Revolving Loan Commitment, a revolving credit
      note
      (a “Revolving Note”) which shall be (i) dated the date of the Closing Date; (ii)
      in the principal amount of the Revolving Loan Commitment; and (iii) in the
      form
      attached as **Exhibit
      2** ,
      appropriately completed. The Lender shall post (i) the date and principal amount
      of each borrowing with respect to the Revolving Loan made under the Revolving
      Note; (ii) the Type of Revolving Loan; (iii) the rate of interest each such
      borrowing will bear; and (iv) each payment of principal thereon; provided,
      however ,
      that
      any failure of the Lender to so post shall not affect the Borrower’s obligations
      thereunder.





2.2  LC’s .





(a)  Subject
      to the terms and conditions of this Agreement, the Borrower may from time to
      time request that the Lender issue one or more LC’s for the Borrower’s account
      for any purpose acceptable to the Lender in its reasonable discretion; provided,
      however ,
      that
      the Lender shall not issue any such LC if (i) such issuance would cause the
      LC
      Obligations to exceed $5,000,000.00 at the time of such issuance, (ii) the
      face
      amount of such LC exceeds the Revolving Loan Available Amount at the time of
      such issuance, or (iii) the proposed expiry date for the LC is on or after
      a
      date which is the earlier of (A) twelve (12) months after its date of issuance
      or (B) the Maturity Date.





(b)  In
      order
      to effect the issuance of each LC, the Borrower shall deliver to the Lender
      a
      letter of credit application on such form as required by the Lender (the
“Application”) not later than 2:00 p.m. St. Louis, Missouri time, five (5)
      Business Days prior to the proposed date of issuance of the LC. The Application
      shall be duly executed by a responsible officer of the Borrower, shall be
      irrevocable and shall (i) specify the day on which such LC is to be issued
      (which shall be a Business Day), and (ii) be accompanied by a certificate
      executed by a responsible officer, manager or member stating that all conditions
      precedent to such issuance have been satisfied and setting forth calculations
      evidencing availability for such LC as required pursuant to Section
      2.2(a) .





(c)  Upon
      receipt of the Application, and satisfaction of the applicable terms and
      conditions of this Agreement, and provided,
      however ,
      that no
      Default or Matured Default exists, or would exist after giving effect to the
      issuance of the LC, the Lender shall issue such LC no later than the close
      of
      business, in St. Louis, Missouri, on the date so specified. The Lender shall
      provide the Borrower with a copy of the LC which has been issued. Each LC shall
      (i) provide for the payment of drafts presented for honor thereunder by the
      beneficiary in accordance with the terms thereof, when such drafts are
      accompanied by the documents described in the LC, if any, and (ii) to the extent
      not inconsistent with the express terms hereof or the applicable Application,
      be
      subject to the Uniform Customs and Practice for documentary Credits (1993
      Revision), International Chamber of Commerce Publication No. 500 (together
      with
      any subsequent revisions thereof approved by a Congress of the International
      Chamber of Commerce and adhered to by the Lender, the “UCP”), and shall, as to
      matters not governed by the UCP, be governed by, and construed and interpreted
      in accordance with, the laws of the State of Missouri.





14


(d)  Upon
      the
      presentment of a draft for honor under any LC by the beneficiary thereof which
      the Lender has determined is in compliance with the conditions for payment
      thereunder, the Lender shall promptly notify the Borrower of the intended date
      of honor of such draft, and the amount due and owing in respect of such draft
      shall automatically and without any action by any Person be due and payable
      by
      the Borrower to the Lender on the intended date of honor. Each drawing under
      any
      LC shall constitute a request by the Borrower to the Lender for a borrowing
      pursuant to Section
      2.1(a) of the
      Revolving Loan in the amount of such drawing.





(e)  The
      Borrower’s obligation to reimburse the Lender for the amount of any draft drawn
      under an LC shall be absolute, unconditional and irrevocable and shall be paid
      immediately to the Lender upon demand by the Lender, and otherwise strictly
      in
      accordance with the terms of this Agreement, under all circumstances whatsoever,
      including without limitation, the following circumstances:





(i)  The
      existence of any claim, set-off, defense or other rights which the Borrower
      may
      have at any time against any beneficiary or any transferee of any LC (or any
      Person for whom any such beneficiary or any such transferee may be acting),
      the
      Lender or any other Person, whether in connection with this Agreement, any
      other
      Financing Agreement, the transactions contemplated herein or therein or any
      unrelated transaction, unless otherwise provided by the terms of such
      LC;





(ii)  Any
      statement or any other document presented under any LC proving to be forged,
      fraudulent or invalid in any respect or any statement therein being untrue
      or
      inaccurate in any respect;





(iii)  Payment
      by the Lender under any LC against presentation of a draft or certificate which
      does not comply with the terms of such LC, provided,
      however ,
      that
      such payment shall not have constituted gross negligence or willful misconduct
      of the Lender; and





(iv)  Any
      other
      circumstances or event whatsoever, whether or not similar to the foregoing, provided,
      however ,
      that
      such other circumstance or event shall not have been the result of gross
      negligence or willful misconduct of the Lender.





(f)  The
      Borrower assumes all risks of the acts or omissions of the beneficiary and
      any
      transferee of each LC with respect to its use of such LC. The Lender shall
      not
      be liable or responsible for, and the Borrower indemnifies and holds the Lender
      harmless for: (i) the use which may be made of any LC or for any acts or
      omissions of the beneficiary and any transferee thereof in connection therewith,
      or (ii) the validity or genuineness of documents, or of any endorsement(s)
      thereon, even if such documents should, in fact prove to be in any or all
      respects invalid, fraudulent or forged, or any other circumstances whatsoever
      in
      making or failing to make payment, against Lender, except damages determined
      to
      have been caused by gross negligence or willful misconduct of the Lender in
      determining whether documents presented under an LC comply with the terms of
      such LC and there shall have been a wrongful payment as a result thereof; provided,
      however ,
      that it
      is the intention of the Borrower to indemnify the Lender for the negligence
      of
      the Lender, other than negligence constituting gross negligence or willful
      misconduct. In furtherance and not in limitation of the foregoing, the Lender
      may accept documents that appear on their face to be in order, without
      responsibility for investigation, regardless of any notice or information to
      the
      contrary.





15


(g)  In
      the
      event that any provision of an Application is inconsistent, or in conflict
      with,
      any provision of this Agreement, including provisions for the rate of interest
      applicable to draws thereunder, delivery of collateral or rights of set-off
      or
      any representations, warranties, covenants or any events of default set forth
      therein, the provisions of this Agreement shall govern.





(h)  If
      any LC
      has an expiration date after the Maturity Date, and if the Lender shall not
      have
      agreed to extend the Revolving Loan Commitment through a date which is on or
      after the latest expiration date of any LC, then the Borrower shall deposit
      with
      the Lender cash collateral or other liquid collateral, of a type and in an
      amount which is satisfactory to Lender, in its sole discretion, provided,
      however ,
      that
      cash in an amount equal to 105% of the face amount of all such LCs, is hereby
      agreed by the Lender to the satisfactory collateral as to type and
      amount.





2.3  General
      Provisions .





(a)  Each
      borrowing under this Agreement shall in the case of any Revolving LIBOR Rate
      Loan be in an aggregate amount of not less than $1,000,000.00 or in incremental
      multiples of $1,000,000.00 in excess thereof. At the option of the Borrower,
      any
      borrowing may be comprised of two or more Types bearing different rates of
      interest; provided,
      however ,
      that a
      Loan made on the first Business Day after the Closing Date shall bear interest
      from the date of such Loan at a rate per annum equal to the Base Rate in effect
      from time to time plus the Base
      Margin (if any), unless and until the Borrower gives notice under Section
      3.2 .
      Each
      Loan shall be made upon prior written notice from the Borrower to the Lender
      delivered not later than 11:00 a.m. St. Louis, Missouri time on the Closing
      Date with respect to any Loans to be made on the first Business Day after the
      Closing Date, or with respect to any Loans to be made thereafter, on the same
      Business Day as the proposed Loans if such borrowing is with respect to a Loan
      which is a Revolving Base Rate Loan, or three Business Days prior to the
      proposed Loan if such borrowing is with respect to a Loan which is a Revolving
      LIBOR Rate Loan. Each such notice of borrowing with respect to the Loans shall
      be irrevocable and shall specify (i) the amount of the proposed borrowing;
      (ii)
      the date of the proposed borrowing; (iii) the Type; and (iv) with respect to
      any
      portion of the borrowing to be a Revolving LIBOR Rate Loan, the LIBOR Interest
      Period and the expiration date of each such LIBOR Interest Period. The Borrower
      shall give the Lender written (including facsimile) notice by the required
      time
      of any proposed borrowing. The Lender shall not incur any liability to the
      Borrower in acting upon any facsimile notice referred to above which the Lender
      believes in good faith to have been given by the Borrower, or for otherwise
      acting in good faith under this Section
      2.3(a) .





16


(b)  Loans
      may
      be made by the Lender on the Lender’s receipt of written notice from an
      authorized agent of Borrower, which shall be set forth in a Certificate of
      Borrower. Any such Loans shall be conclusively presumed to have been made to
      or
      for the benefit of the Borrower when the Lender believes in good faith that
      such
      notice was made by authorized persons, or when said Loans are deposited to
      the
      credit of the account of the Borrower regardless of the fact that Persons other
      than those authorized hereunder may have authority to draw against such
      account.





(c)  The
      Lender shall maintain a loan account (“Loan Account”) on its books in which
      shall be recorded: (a) all borrowings with respect to the Revolving Loan; (b)
      all payments made by the Borrower on the Revolving Loan; and (c) all other
      appropriate debits and credits as provided in this Agreement, including without
      limitation, all fees, charges, expenses and interest. All entries in the
      Borrower’s Loan Account shall be made in accordance with the Lender’s customary
      accounting practices as in effect from time to time. In addition to monthly
      billings with respect to the Loans, the Lender shall send to the Borrower annual
      statements for the Loan Account. The Borrower promises to pay the amount
      reflected as owing by and under its Loan Account, as reflected on such monthly
      billings and annual statements, and all other obligations hereunder as such
      amounts become due or are declared due pursuant to the terms of this Agreement,
      unless the Borrower notifies the Lender within thirty (30) days after the
      Borrower’s receipt of such quarterly billing or annual statement, of a good
      faith dispute relating to the matter summarized on such quarterly billing or
      annual statement. In the absence of the Borrower’s timely written notice of a
      good faith dispute, each quarterly billing and annual statement for the Loan
      Account shall be rebuttable presumptive evidence of the amounts due and owing
      the Lender by the Borrower.





(d)  All
      Loans
      to the Borrower, and all other debits and credits provided for in this
      Agreement, shall be evidenced by entries made by the Lender in its internal
      data
      control system showing the date and amount of each such debit or credit. Until
      such time as the Lender shall have rendered to the Borrower written statements
      of account as provided herein, the balance in the Borrower’s Loan Account, as
      set forth on the Lender’s most recent printout, shall be rebuttable presumptive
      evidence of the amounts due and owing the Lender by the Borrower.





2.4  Purposes .





The
      purpose of the Revolving Loan is to (i) fund proper corporate business purposes
      of Borrower, (ii) fund Borrower’s maintenance capital expenditures and (iii)
      issue letters of credit, and the proceeds of the Revolving Loan shall only
      be
      used by Borrower for such purposes. Each LC shall be issued for proper business
      purposes of Borrower.





17


3.  INTEREST .





3.1  Interest .





The
      Borrower shall pay interest on the unpaid principal amount of each Loan from
      the
      date of such Loan until such principal amount shall be paid in full, at the
      times and at the rates per annum set forth below:





(a)  So
      long
      as no Matured Default has occurred or is continuing, with respect to such
      portions of the Revolving Loan which consist of Revolving Base Rate Loans,
      a
      rate per annum equal to the sum of the Base Rate in effect from time to time
      plus the Base Margin (if any), payable monthly in arrears on the first Business
      Day of each month, and, with respect to any Revolving Base Rate Loans
      outstanding as of the Maturity Date, on the Maturity Date.





(b)  So
      long
      as no Matured Default has occurred or is continuing, with respect to such
      portions of the Revolving Loan which consist of Revolving LIBOR Rate Loans,
      (i)
      in the case of one (1) and three (3) month LIBOR Rate Loans on the Maturity
      Date
      for the applicable LIBOR Rate Loan and (ii) in the case of six (6) month LIBOR
      Rate Loans on the first day of each calendar month during the LIBOR rate Loan
      and on the Maturity Date for such six (6) month LIBOR Rate Loan.





(c)  After
      the
      occurrence of a Matured Default and for so long as such Matured Default is
      continuing, any amount due hereunder with respect to each Loan, under the Note
      or under any other Loan Documents, whether for principal, interest (to the
      extent permitted by applicable law), fees, expenses or otherwise, shall bear
      interest, from the date on which such Matured Default occurs and during the
      continuation of such Matured Default, payable on demand, at a rate per annum
      (the “Default Rate”) equal to the sum of two percent (2.0%) per annum plus the rate
      in effect with respect thereto immediately prior to the occurrence of the
      Matured Default.





(d)  All
      computations of interest with respect to any Base Rate Loan shall be based
      on a
      year of 365 or 366 days, as the case may be. All other calculations of interest
      and fees under this Agreement, including, without limitation, computation of
      interest with respect to any LIBOR Rate Loan, shall be based on a year of 360
      days. Interest shall be charged with respect to the Revolving Loan for the
      actual number of days (including the first day but excluding the last day)
      occurring in the period for which such interest is payable. Each determination
      by the Lender of an interest rate hereunder shall be conclusive and binding
      for
      all purposes, absent manifest error.





3.2  Voluntary
      Conversion, Continuation or Rollover of Loans .





The
      Borrower may on any Business Day, upon the Borrower’s written (including
      facsimile) notice to the Lender (i) in the case of a Base Rate Loan, continue
      or
      rollover the existing Base Rate Loan into a new Base Rate Loan, not later than
      11:00 a.m., St. Louis, Missouri time, on the day of the proposed continuation
      or
      rollover or (ii) in the case of all other Types of Loans, not later than 2:00
      p.m. St. Louis, Missouri time on the day which is three (3) Business Days prior
      to the date of any proposed conversion, continuation or rollover, convert Loans
      from one Type to another Type, or roll over or continue a Loan, provided,
      however ,
      that
      (a) with respect to any conversion, continuation or rollover of a Loan, no
      Default or Matured Default shall have occurred and be continuing, (b) with
      respect to any facsimile notice of Loan conversion, continuation or rollover,
      the Borrower shall promptly confirm such notice by sending the original notice
      to the Lender, and (c) any continuation, conversion or rollover of a Revolving
      LIBOR Rate Loan to which a LIBOR Interest Period applies for the same or a
      different LIBOR Interest Period or into a different Type of Loan shall be made
      on, and only on, the last day of the LIBOR Interest Period applicable to such
      Loan. Each such notice of conversion, continuation or rollover shall specify
      therein (d) the requested date of such conversion, continuation or rollover,
      (e)
      the Loans requested to be converted, continued or rolled over, and (f) if such
      conversion, continuation or rollover is into or is with respect to a Revolving
      LIBOR Rate Loan, the duration of the requested LIBOR Interest Period for each
      such Loan. Each such notice shall be irrevocable and binding on the Borrower.
      If
      the Borrower shall fail to give a notice of conversion, continuation or rollover
      with respect to any Revolving LIBOR Rate Loan as set forth above, such Loan
      shall automatically convert to a Revolving Base Rate Loan on the last day of
      the
      LIBOR Interest Period applicable thereto.





18





4.
            PAYMENTS;
                PREPAYMENTS; TERMINATION OF COMMITMENTS,
                ETC.





4.1  Payment
      of Loans .





The
      Borrower shall make each payment hereunder and under the Note not later than
      2:00 p.m. St. Louis, Missouri time on the day when due in lawful money of
      the United States and in immediately available funds to the Lender.





4.2  Optional
      Prepayments on the Loans .





The
      Borrower may at any time prepay the outstanding principal amount of any Loan,
      in
      whole or in part, in accordance with this Section
      4.2 .
      The
      Borrower shall give prior written notice of any such prepayment to the Lender,
      which notice shall state the proposed date of such prepayment (which shall
      be a
      Business Day) and which notice shall be delivered to the Lender not later than
      2:00 p.m. St. Louis, Missouri time, (a) with respect to any portion of Revolving
      Loan which is a Revolving Base Rate Loan, on the date of prepayment, and (b)
      with respect to any portion of the Revolving Loan which is a Revolving LIBOR
      Rate Loan, three (3) Business Days prior to the date of prepayment, which
      written notice shall specify the portion of the Loans to be prepaid and the
      aggregate amount of the prepayment. All prepayments of Revolving LIBOR Rate
      Loans shall be made together with accrued and unpaid interest (if any) to the
      date of such prepayment on the principal amount prepaid, together with funding
      losses incurred by the Lender under Section
      5.3 with
      respect to such prepayment. Such notice shall be irrevocable and the payment
      amount specified in such notice shall be due and payable on the prepayment
      date
      described in such notice, together with, in the case of Revolving LIBOR Rate
      Loans, accrued and unpaid interest (if any) on the principal amount prepaid
      and
      any amounts due under Section
      5.3 .
      The
      Borrower shall have no right to prepay the principal amount of any Loan other
      than as provided in this Section
      4.2 .





19


4.3  Mandatory
      Principal Payments on the Revolving Loan .
      The
      Borrower shall pay to Lender the principal payments on the Revolving Loan as
      required by the Note.





4.4  Termination
      of the Commitments .





(a)  The
      Lender shall have the right, without notice to the Borrower, to terminate the
      Commitments immediately upon a Matured Default. In addition, the Revolving
      Loan
      Commitment and the LC Commitment shall be deemed immediately terminated and
      all
      of the Revolving Loan Liabilities shall be immediately due and payable, without
      notice to Borrower, on the Maturity Date. In the event any of the Commitments
      are terminated, the remainder of this Agreement shall remain in full force
      and
      effect until the indefeasible full payment and full satisfaction of the
      Revolving Loan. Notwithstanding the foregoing, in the event that a proceeding
      under any bankruptcy, reorganization, arrangement of debt, insolvency,
      readjustment of debt or receivership law or statute is filed by or against
      the
      Borrower or the Borrower makes an assignment for the benefit of creditors,
      this
      Agreement shall be deemed to be terminated immediately, and all of the
      Liabilities shall automatically become immediately due and payable, provided , however ,
      that in
      the event of a proceeding against the Borrower is dismissed within thirty (30)
      days of the date of its filing, then the Agreement shall be deemed to be
      reinstated as of the date the order of dismissal becomes final and the Lender
      is
      given notice thereof.





(b)  The
      Borrower shall have the right, upon at least five (5) Business Days’ notice to
      the Lender, to terminate the Commitments in whole or in part.





4.5  Term
      Loan **.**





Lender
      acknowledges that all or a portion of the Collateral shall be secured equally
      and ratably with the Term Loan on the same lien priority basis. In connection
      therewith, as of the Closing Date, Lender, and the Term Loan Lender shall
      execute and enter into an intercreditor agreement in form and substance
      substantially identical to **Exhibit
      4.5** attached
      hereto (the “Term Loan Intercreditor Agreement”). The aggregate outstanding
      principal balance of the Term Loan shall not exceed $48,000,000.00. All proceeds
      received by the Lender from the sale or other liquidation of the Collateral
      in
      the event of a Matured Default shall be applied by Lender to the unpaid amounts
      of the Obligations hereunder and the unpaid amount of the Term Loan, in *pari
      passu* without
      priority.





5.
            REVOLVING
                LIBOR RATE LOANS; INCREASED COSTS; TAXES;
                ETC.





5.1  Revolving
      LIBOR Rate Loans .





Anything
                in this Agreement to the contrary
                notwithstanding:





(a)  If
      the
      introduction of or any change in or the interpretation of any law or regulation
      makes it unlawful, or that any central bank or other Governmental Authority
      asserts that it is unlawful, for the Lender to perform its obligations to make
      Revolving LIBOR Rate Loans or to fund or maintain Revolving LIBOR Rate Loans
      (whether or not such assertion carries the force of law), the obligation of
      the
      Lender to make, rollover or to convert Loans into Revolving LIBOR Rate Loans
      shall be suspended until the Lender shall notify the Borrower that the
      circumstances causing such suspension no longer exist, and any existing
      Revolving LIBOR Rate Loans shall automatically convert, on and as of the date
      of
      such notification, into Revolving Base Rate Loans; provided that the
      Lender represents and warrants to the Borrower that it has no actual knowledge
      that it would be unlawful for the Lender to make Revolving LIBOR Rate Loans
      as
      contemplated herein.





20


(b)  If
      any
      requested borrowing consisting of a Revolving LIBOR Rate Loan will not
      adequately reflect the cost to the Lender of making or funding the respective
      Revolving LIBOR Rate Loan or for such borrowing, the right of the Borrower
      to
      select Revolving LIBOR Rate Loans or for such borrowing or any subsequent
      borrowing respectively shall be suspended until the circumstance causing such
      suspension no longer exist, and the Revolving LIBOR Rate Loans comprising such
      requested borrowing shall be Revolving Base Rate Loans.





5.2  Increased
      Costs .





If,
      due
      to either (a) the introduction of or any change in or in the interpretation
      of
      any law or regulation or (b) the compliance with any guideline or request from
      any central bank or other Governmental Authority (whether or not having the
      force of law), there shall be any increase in the cost or reduction in yield
      or
      rate of return to the Lender of agreeing to make or making or maintaining any
      Revolving LIBOR Rate Loan or maintaining its Commitment with respect thereto
      (other than an increase in income or franchise taxes imposed on them by the
      jurisdiction under the laws of which the Lender is organized or the jurisdiction
      in which Lender’s office is located), then the Borrower shall from time to time,
      upon demand by the Lender pay to the Lender additional amounts sufficient to
      compensate the Lender for such increased cost, reduction in yield or rate of
      return, provided , however ,
      that
      similar compensation is also customarily demanded by the Lender from other
      borrowers similarly situated and under similar circumstances. Any request for
      payment under this Section
      5.2 will be
      submitted to the Borrower by the Lender identifying with reasonable specificity
      the basis for and the amount of such increased cost.





5.3  Funding
      Losses .





The
      Borrower will indemnify the Lender against, and reimburse the Lender on demand
      for any loss, cost or expense incurred or sustained by the Lender (including
      without limitation, any loss or expense incurred by reason of the liquidation
      or
      redeployment of deposits or other funds acquired by the Lender to fund or
      maintain any Loan) as a result of (a) any payment, conversion, rollover or
      prepayment (whether authorized or required hereunder or otherwise) of all or
      a
      portion of any Revolving LIBOR Rate Loan on a day other than the last day of
      the
      LIBOR Interest Period for such Loan; (b) any payment, conversion, rollover
      or
      prepayment (whether required hereunder or otherwise) of any Loan consisting
      of a
      Revolving LIBOR Rate Loan made after the delivery of a notice of borrowing
      delivered pursuant to Section
      2.3(a) (whether
      oral or written) but before the proposed date for such Loan if such payment
      or
      prepayment prevents the proposed borrowing from becoming fully effective; (c)
      after receipt by the Lender of a notice of borrowing delivered pursuant to Section
      2.3(a) ,
      the
      failure of any Loan to be made or effected due to any condition precedent to
      a
      borrowing not being satisfied or due to any other action or inaction of the
      Borrower; or (d) any rescission of a notice of borrowing delivered pursuant
      to Section
      4.2(a) or a
      notice of conversion delivered pursuant to Section
      3.2 .
      If
      Lender demands payment under this Section
      5.3 ,
      it
      shall deliver to the Borrower a statement reasonably setting forth the amount
      and manner of determining such loss, cost or expense. Compensation owing to
      the
      Lender as a result of any such loss, cost or expense resulting from a payment,
      prepayment, conversion or rollover of a Revolving LIBOR Rate Loan shall include
      without limitation, an amount equal to the present value (discounted at the
      rate
      of return for like-term U.S. Treasury obligations) of the sum of the amount
      of
      the interest that, but for such event, the Lender would have earned for the
      remainder of the applicable LIBOR Interest Period plus any
      actual out-of-pocket expense or penalty incurred and paid by the
      Lender.





21


5.4  Capital
      Adequacy Requirements .





(a)  If
      the
      Lender shall have determined that the adoption after the date of this Agreement
      of any applicable law, rule or regulation regarding capital adequacy, or any
      change therein after the date of this Agreement, or any change in the
      interpretation or administration thereof after the date of this Agreement by
      any
      Governmental Authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or compliance by the Lender with
      any
      request or directive regarding capital adequacy (whether or not having the
      force
      of law) of any such authority, central bank or comparable agency issued after
      the date of this Agreement, affects or would affect the amount of capital
      required or expected to be maintained by the Lender, and that the amount of
      such
      capital requirement is increased, or has or would have the effect of reducing
      the rate of return on the Lender’s capital to a level below that which the
      Lender could have achieved but for such adoption, change or compliance, in
      each
      case as a consequence of its obligations hereunder (taking into consideration
      the Lender’s policies with respect to capital adequacy), then the Borrower shall
      pay to the Lender such additional amount or amounts as are reasonably determined
      by the Lender to be sufficient to compensate the Lender in the light of such
      circumstances, provided,
      however ,
      that
      similar compensation is also customarily demanded by the Lender from other
      borrowers similarly situated and under similar circumstances.





(b)  A
      certificate of the Lender setting forth such amount or amounts as shall be
      necessary to compensate the Lender as specified in Section
      5.4(a) above
      shall be delivered as soon as practicable to the Borrower. The Borrower shall
      pay the Lender the amount shown as due on any such certificate within fifteen
      (15) days after the Lender delivers such certificate. In preparing such
      certificate, the Lender may employ such assumptions and allocations of costs
      and
      expenses as it shall in good faith deem reasonable and may use any reasonable
      averaging and attribution method.





6.  FEES .





6.1  Closing
      Fee with Respect to Revolving Loan Commitment .





The
      Borrower agrees to pay to the Lender at Closing, a closing fee (the “Closing
      Fee”) in an amount equal to fifty (50) basis points (0.50%) of the entire amount
      of the Revolving Loan Commitment.





22


6.2  Commitment
      Fee with Respect to Revolving Loan Commitment .





The
      Borrower agrees to pay to the Lender a monthly commitment fee on the average
      daily unused portion of the Revolving Loan Commitment from the Closing Date
      until the Maturity Date at the rate equal to 0.30% per annum, payable, with
      respect to each monthly commitment fee, in arrears on the first day of each
      month during the term of the Revolving Loan and on the Maturity Date. For
      purposes of this Agreement, the unused portion of the Revolving Loan Commitment
      for any measurement period shall be the positive difference, if any, of (x)
      the
      average daily amount of the Revolving Loan Commitment during such measurement
      period, minus (y) the average daily outstanding advances made under the
      Revolving Loan and the LC Obligations during such measurement period. Each
      monthly commitment fee shall be fully earned on the date it becomes
      payable.





6.3  Additional
      Fees with Respect to LC’s .





The
      Borrower agrees to pay to the Lender a quarterly fee in respect to each LC
      issued hereunder, computed at the rate of 2.50% per annum on the face amount
      of
      such LC. The quarterly LC fees shall be due and payable in advance on the date
      of issuance of each LC and then on the first day of each quarter thereafter
      through the Maturity Date and thereafter if any of the LC’s or the LC
      Obligations then remain outstanding. Each quarterly LC fee shall be fully earned
      on the date it becomes payable.





6.4  Fees
      Not Interest; Nonpayment .





The
      fees
      described in this Agreement represent compensation for services rendered and
      to
      be rendered separate and apart from the lending of money or the provision of
      credit and do not constitute compensation for the use, detention, or forbearance
      of money. The obligation of the Borrower to pay each fee described herein shall
      be in addition to, and not in lieu of, the obligation of the Borrower to pay
      interest, other fees described in this Agreement, and expenses otherwise
      described in this Agreement. Fees shall be payable when due in immediately
      available funds. All fees shall be non-refundable.





7.  REPRESENTATIONS
      AND WARRANTIES .





In
      order
      to induce the Lender to enter into this Agreement, the Borrower represents
      and
      warrants to the Lender that the following statements are and, after giving
      effect to the Loans, will be, true and correct as of the Closing Date, and
      as of
      the date of each advance of any portion of the Loans and/or issuance of each
      LC
      except as otherwise disclosed in writing to the Lender.





7.1  Litigation
      and Proceedings .





Except
      as
      set forth on **Schedule
      7.1** ,
      no
      judgments are outstanding against the Borrower, nor is there now pending or
      threatened any litigation, contested claim, or governmental proceeding by or
      against the Borrower, except for judgments and pending or threatened litigation,
      contested claims and governmental proceedings which will not, in the aggregate,
      have a Material Adverse Effect.





23


7.2  Other
      Agreements .





Except
      as
      set forth on **Schedule
      7.2** ,
      the
      Borrower is not in default in any material respect under any contract, lease
      or
      commitment to which the Borrower is a party or by which the Borrower is bound
      where such default would result in a Material Adverse Effect. The Borrower
      knows
      of no dispute, except as set forth on **Schedule
      7.2** or as
      previously disclosed to the Lender in writing, relating to any contract, lease,
      or commitment which is material to the continued financial success and
      well-being of the Borrower.





7.3  Intellectual
      Property .





The
      Borrower’s licenses, patents, copyrights, trademarks and trade names and all of
      the Borrower’s applications for any of the foregoing are set forth on **Schedule
      7.3** .
      There
      is no action, proceeding, claim or complaint pending or, to the best of the
      Borrower’s knowledge, threatened to be brought against the Borrower by any
      Person which might jeopardize the Borrower’s interest in any of the foregoing
      licenses, patents, copyrights, trademarks, trade names or applications and
      which
      if determined adversely to the Borrower, would result in a Material Adverse
      Effect. The Borrower owns or possesses (or will be licensed or otherwise have
      the full right to use) all intellectual property which is necessary for the
      operation of its businesses, without any known conflict with the rights of
      others. To the knowledge of Borrower, no product of the Borrower infringes
      upon
      any intellectual property owned by any other Person and no claim or litigation
      is pending or (to the knowledge of the Borrower) threatened against or affecting
      such Person, contesting its right to sell or to use any product or material,
      in
      any case which could have a Material Adverse Effect. There is no violation
      by
      the Borrower of any right with respect to any material patent, trademark, trade
      name, service mark, copyright or license owned or used by the
      Borrower.





7.4  Title
      to Assets .





Except
      as
      contemplated by this Agreement and except as set forth on **Schedule
      7.4** or as
      permitted by Section
      10.1 ,
      the
      Borrower owns all of its assets free and clear of all security interests, liens,
      claims, and encumbrances. No goods held by the Borrower on consignment or under
      sale or return contracts have been represented to be Inventory and no amounts
      receivable by the Borrower in respect of the sale of such goods (except markups
      or commissions which have been fully earned by the Borrower) have been
      represented to be Accounts. The Borrower represents that all amounts in the
      form
      of ordinary trade payables which are owing to suppliers of any of the Inventory
      have been paid in accordance with Section
      9.13 ,
      and
      that none of such suppliers have asserted any interest in the Inventory.





7.5  Tax
      Liabilities .





Borrower
      has filed all Federal, state and other material tax returns and reports required
      to be filed, and have paid all Federal, state and other material taxes,
      assessments, fees and other governmental charges levied or imposed upon them
      or
      their properties, income or assets otherwise due and payable, except those
      which
      are contested in good faith by appropriate proceedings diligently conducted
      and
      for which adequate reserves have been provided in accordance with GAAP. There
      is
      no proposed tax assessment against Borrower that would, if made, have a Material
      Adverse Effect.





24


7.6  Existing
      Indebtedness and Producer Payables .





Except
      (i) for the Revolving Loan; (ii) the Subordinated Debt; (iii) as disclosed
      on **Schedule
      7.6** ;
      and
      (iv) as disclosed on the financial statements identified in Section
      7.15 of this
      Agreement, the Borrower has no other indebtedness, contingent obligations or
      liabilities, outstanding bonds, letters of credit or acceptances to any other
      Person or loan commitments from any other Person.





7.7  Other
      Names .





The
      Borrower has not, during the preceding five (5) years, used any other name,
      except as disclosed on **Schedule
      7.7** .





7.8  Subsidiaries .





As
      of the
      Closing Date, Borrower has no Subsidiaries other than those specifically listed
      on Part
      (a) of **Schedule
      7.8** and has
      no equity investments in any other corporation or entity other than those
      specifically disclosed on Part
      (b) of **Schedule
      7.8** .





7.9  Environmental
      Matters .





Except
      as
      disclosed on **Schedule
      7.9** ,
      (a) the
      Borrower has not received any notice to the effect, or has any knowledge, that
      its operations are not in compliance with any of the requirements of applicable
      federal, state and local environmental, health and safety statutes and
      regulations (“Environmental Laws”) or are the subject of any federal or state
      investigation evaluating whether any remedial action is needed to respond to
      a
      release of any toxic or hazardous waste or substance into the environment,
      which
      non-compliance or remedial action could have a Material Adverse Effect; (b)
      there has been no release of hazardous materials at, on or under any of the
      properties of Borrower that, singly or in the aggregate, have, or may reasonably
      be expected to have, a Material Adverse Effect; (c) to the knowledge of
      Borrower, there are no underground storage tanks, active or abandoned, including
      petroleum storage tanks, under any of the properties of Borrower that, singly
      or
      in the aggregate, have, or may reasonably be expected to have, a Material
      Adverse Effect on the financial condition, operations assets, business or
      prospects of the Borrower; (d) Borrower has not directly transported or directly
      arranged for the transportation of any hazardous material to any location which
      is listed or proposed for listing on the National Priorities List pursuant
      to
      CERCLA, on the CERCLIS or on any similar state list or which is the subject
      of
      federal, state and local enforcement actions or other investigations which
      may
      lead to material claims against the Borrower for any remedial work, damage
      to
      natural resources or personal injury, including claims under CERCLA; and (e)
      except as disclosed on **Schedule
      7.9** ,
      no
      conditions exist at, on or under any of the properties of Borrower which, with
      the passage of time, or the giving of notice or both, would rise to any material
      liability under any Environmental Laws.





25


7.10  Bank
      Accounts .





**Schedule
      7.10** sets
      forth, as the Closing Date, the account numbers and location of primary bank
      accounts (including lockbox accounts) of the Borrower.





7.11  No
      Consent .





The
      execution, delivery and performance by the Borrower of, and the effectuation
      of
      the transactions contemplated under, this Agreement, the Note and the other
      Loan
      Documents, and the borrowings hereunder by the Borrower as contemplated herein,
      do not require the consent or approval of any other Person, except such consents
      or approvals as have been obtained. The Borrower has not otherwise failed to
      obtain any material governmental consent, approval, license, permit, franchise
      or other governmental authorization necessary to the ownership of any of its
      assets or properties or the conduct of its businesses.





7.12  Existence .





The
      Borrower (a) is duly organized or formed, validly existing and in good standing
      under the laws of the jurisdiction of its organization, (b) has all requisite
      power and authority and all requisite governmental licenses, authorizations,
      consents and approvals to (i) own its assets and carry on its business and
      (ii)
      execute, deliver, and perform its obligations under the Loan Documents, and
      (c)
      is duly qualified and is licensed and in good standing under the laws of each
      jurisdiction where its ownership, lease or operation of properties or the
      conduct of its business requires such qualification or licenses, except for
      those jurisdictions in which the failure to be so qualified would not, in the
      aggregate, have a Material Adverse Effect.





7.13  Authority/Eligibility .





The
      execution and delivery by the Borrower of this Agreement and by the Borrower
      of
      all of the other Loan Documents and the performance of the Borrower’s
      obligations hereunder and thereunder (a) are within the Borrower’s
      organizational powers; (b) are duly authorized by the Borrower’s board of
      managers, and, if necessary, members; (c) are not in contravention of any law
      or
      laws, or the terms of Borrower’s articles of organization or operating agreement
      or any other agreement, instrument or document relating to the Borrower’s
      governance, or of any indenture, agreement or undertaking to which the Borrower
      is a party or by which the Borrower or any of the Borrower’s property is bound;
      (d) do not require any governmental consent, registration or approval; (e)
      do
      not contravene any contractual or governmental restriction binding upon the
      Borrower; and (f) will not, except as contemplated or permitted by this
      Agreement, result in the imposition of any lien, charge, security interest
      or
      encumbrance upon any property of the Borrower under any existing indenture,
      mortgage, deed of trust, loan or credit agreement or other material agreement
      or
      instrument to which the Borrower is a party or by which the Borrower or any
      of
      the Borrower’s property may be bound or affected. Furthermore, Borrower is an
      eligible borrower under the Farm Credit Act and the regulations promulgated
      thereunder.





26


7.14  Binding
      Effect .





This
      Agreement and all of the other Loan Documents set forth the legal, valid and
      binding obligations of the Borrower and are enforceable against the Borrower
      in
      accordance with their respective terms, except as such enforcement may be
      limited by bankruptcy, moratorium or similar laws affecting creditors’ rights
      generally and except as such enforcement may be limited by general principles
      of
      equity.





7.15  Correctness
      of Financial Statements .





The
      financial statements delivered by the Borrower to the Lender present fairly
      the
      financial condition of the Borrower and have been prepared in accordance with
      GAAP consistently applied. As of the date of such financial statements, and
      since such date, there have been no materially adverse change in the condition
      or operation of the Borrower, nor has the Borrower mortgaged, pledged or granted
      a security interest in or encumbered any of the Borrower’s assets since such
      date.





7.16  Employee
      Controversies .





There
      are
      no controversies pending or, to the best of Borrower’s knowledge, threatened
      between the Borrower and any of the Borrower’s employees, other than employee
      grievances arising in the ordinary course of business of the Borrower’s which
      are not, in the aggregate, material to the continued financial success and
      well-being of the Borrower.





7.17  Compliance
      with Laws and Regulations .





The
      Borrower is in compliance in all material respects with the requirements of
      all laws,
      orders, regulations and ordinances of all federal, foreign, state and local
      governmental authorities relating to the business operations and the assets
      of
      the Borrower, except for laws, orders, regulations and ordinances, the violation
      of which would not have an adverse effect on the value of the Collateral or
      the
      Lender’s interest in any of the Collateral and, in the aggregate, would not have
      a Material Adverse Effect.





7.18  Solvency .





The
      Borrower is solvent, able to pay the Borrower’s debts generally as such debts
      mature, and has capital sufficient to carry on the Borrower’s business and all
      businesses in which the Borrower is about to engage. The Borrower shall not
      be
      rendered insolvent by the execution or delivery of this Agreement or of any
      of
      the other Loan Documents or by the transactions contemplated hereunder or
      thereunder.





27


7.19  Pension
      Plans .





No
      events, including without limitation, any “Reportable Event” or “Prohibited
      Transactions”, as those terms are defined in ERISA have occurred in connection
      with any Pension Plan of the Borrower which might constitute grounds for the
      termination of any such Pension Plan by the Pension Benefit Guaranty Corporation
      or for the appointment by the appropriate United States District Court of a
      trustee to administer any such Pension Plan. All of the Borrower’s Pension Plans
      meet the minimum funding standards of Section 302 of ERISA.





7.20  Margin
      Security .





The
      Borrower does not own any margin security and none of the Loans shall be used
      for the purpose of purchasing or carrying any margin securities or for the
      purpose of reducing or retiring any indebtedness which was originally incurred
      to purchase any margin securities or for any other purpose not permitted by
      Regulations T, U or X of the Board of Governors of the Federal Reserve
      System.





7.21  Conflicting
      or Adverse Agreements or Restrictions .





The
      Borrower is not a party to any contract or agreement or subject to any
      restriction which restricts the conduct of its business which could have a
      Material Adverse Effect. The Borrower is not in default under or in violation
      of
      any Governmental Requirement related to the Loans or any other Governmental
      Requirement which default could have a Material Adverse Effect. Neither the
      execution and delivery of the Loan Documents nor the consummation of the
      transactions contemplated thereby, nor fulfillment of and compliance with the
      respective terms, conditions and provisions thereof, will conflict with or
      result in a breach of any of the terms, conditions or provisions of, or
      constitute a default under, or result in any violation of, or result in the
      creation or imposition of any lien or security interest on any of the Collateral
      pursuant to: (a) the charter, bylaws, operating agreement or partnership
      agreement of the Borrower (b) any Governmental Requirement; (c) any order,
      writ,
      injunction or decree of any court; or (d) the terms, conditions or provisions
      of
      any material agreement or instrument to which the Borrower is a party or by
      which the Borrower or the Borrower’s property is bound or to which the Borrower
      or the Borrower’s property is subject in any material respect.





7.22  Full
      Disclosure .





All
      factual information taken as a whole in the materials furnished by or on behalf
      of the Borrower to the Lender for purposes of or in connection with the
      transactions contemplated under this Agreement and the other Loan Documents,
      does not contain any untrue statement of a material fact or omit to state any
      material fact necessary to keep the statements contained therein from being
      misleading as of the date of this Agreement. The financial projections and
      other
      financial information furnished to the Lender by Borrower and to be delivered
      under Section
      9.1 of this
      Agreement, were prepared in good faith on the basis of information and
      assumptions that the Borrower believed to be reasonable as of the date of such
      information.





28


7.23  Survival
      of Warranties .





All
      representations and warranties contained in this Agreement or any of the other
      Loan Documents shall survive the execution and delivery of this Agreement.
      All
      representations and warranties shall be deemed remade by the Borrower with
      each
      request for the making of a Loan or for the issuance of an LC except as
      otherwise disclosed in writing to the Lender.





8.  CONDITIONS .





8.1  Conditions
      to All Loans .





The
      obligation of the Lender to advance any Loan and the obligation of the Lender
      to
      issue any LC is subject to the satisfaction of the following conditions
      precedent:





(a)  Documents .





The
      Borrower shall have executed and/or delivered to the Lender, appropriately
      dated
      and in form and substance satisfactory to the Lender, all of the documents
      listed on the List of Closing Documents attached as **Exhibit
      8(a)** ,
      other
      than those listed thereon as post-closing items.





(b)  Actions
      and Events .





(i)  Payment
      of Expenses .





There
      shall have been paid all fees due on the Closing Date and all fees and expenses
      of or incurred by the Lender and its counsel to the extent billed as of the
      Closing Date and payable pursuant to this Agreement.





(ii)  Insurance .





The
      Lender shall have received evidence reasonably satisfactory to the Lender that
      the Borrower has insurance meeting the requirements of Section
      9.10 .





(iii)  No
      Prohibitions .





No
      law or
      regulation shall prohibit, and no order, judgment or decree of any Governmental
      Authority shall prohibit, and no litigation shall be pending or threatened
      which
      would enjoin, prohibit, restrain or otherwise adversely affect the consummation
      of the transactions contemplated under the Loan Documents, or which would
      otherwise have a material adverse effect on the financial condition, results
      of
      operations or business of the Borrower.





(iv)  Material
      Adverse Change .





No
      change
      shall have occurred with respect to the financial condition, business,
      operations, marketing agreements or prospects of the Borrower since the dates
      of
      the most recent financial statement delivered to the Lender, which in the sole
      discretion of the Lender, would result in a Material Adverse
      Effect.





29


(v)  Prior
      Indebtedness .





The
      Lender shall have received evidence or assurances satisfactory to the Lender
      that any prior indebtedness listed on **Schedule
      8.01(b)(v)** shall be
      paid in full on or before the Closing Date, and that any liens, encumbrances
      or
      security interests securing such prior indebtedness shall be released of record
      substantially contemporaneously with the Closing Date.





(vi)  Wiring
      Instructions .





The
      Lender shall have received wiring instructions with respect to the proceeds
      of
      the Revolving Loan on the Closing Date or the first Business Day
      thereafter.





(vii) Collateral
      Assignment of Supply and Purchase Agreements .





The
      Lender shall have received from the Borrower collateral assignments of all
      of
      the Borrower’s supply and ethanol purchase agreements, and all of those other
      documents/agreements as Lender may request to further collateralize this
      Loan.





(viii)  Approval
      of the Lender’s Counsel .





Legal
      matters, if any, relating to the Loans to be made on the Closing Date shall
      have
      been reviewed by and shall be satisfactory to counsel for the
      Lender.





(ix)  Compliance .





All
      representations and warranties contained in this Agreement shall be true and
      correct in all material respects as though made on and as of any date the
      Borrower requests any Loan to be made or LC to be issued and on and as of the
      date of the making of such Loan or the issuance of such LC.




(x)  Lien
      Search .





Lender
      shall have received evidence satisfactory to Lender in its sole discretion,
      that
      Lender maintains and holds a perfected first priority lien and all of the
      Borrower’s Collateral, subject to no other liens except for permitted liens as
      may be determined by this Agreement or the Lender in its sole discretion,
      including, but not limited to, any interim creditor agreements in connection
      with the Loan.





(xi)  Forecasts
      and Budgets .





The
      Borrower shall have delivered to the Lender annual operating and capital
      forecasts, which forecasts and budgets shall be satisfactory in form and
      substance to the Lender.





30


(xii)  Licenses
      and Permits .





The
      Lender shall have received evidence satisfactory to the Lender that the Borrower
      has all then necessary licenses and permits for operation of its
      business.





(xiii)  Legal
      Opinion .





A
      favorable opinion of counsel to Borrower as to such matters as Lender may
      reasonably request.





(xiv)  Subordination
      Agreement .





A
      subordination agreement executed by such Affiliates as determined by Lender,
      in
      a form satisfactory to Lender, subordinating payment of any future Affiliate
      Debt to payment of the Liabilities and evidence satisfactory to Lender that
      Subordinated Debt has been subordinated to the Loans and the Term Loan, in
      form
      and substance satisfactory to the Lender.





(xv) Title
      Insurance .





An
      ALTA
      mortgagee title insurance policy issued by a title insurance company acceptable
      to Lender, with respect to the Real Property as set forth on **Schedule
      8(b)(xv)** ,
      assuring the Lender that the Lender’s deed of trust creates a valid and
      enforceable encumbrance on the Real Property, free and clear of all defects
      and
      encumbrances except Permitted Liens and containing: (i) a comprehensive
      endorsement, (ii) a zoning endorsement specifying ethanol production as a
      permitted use for all of the parcels included in the Real Property (if
      available), and (iii) such other endorsements as the Lender shall reasonably
      require (the “Title Policy”). All such title insurance policies shall be in form
      and substance reasonably satisfactory to the Lender and shall provide for
      affirmative insurance and such reinsurance as the Lender may reasonably request,
      all of the foregoing in form and substance reasonably satisfactory to the
      Lender.





(xvi) Chapter
      100 Documentation .


If
      applicable, prior to the initial disbursement of funds on this Loan, Lender
      shall have received and reviewed any applicable Chapter 100 bond financing
      documentation of Borrower and, deemed in its sole discretion, that Lender’s lien
      and/or collateral position is acceptable.





(xvii)  Cost
      and Expenses of Lender .





Payment
      by Borrower of all costs, fees and expenses of Lender, including reasonable
      expense of legal counsel, in connection with the Loan.





(c)  Representations
      and Warranties .





The
      representations and warranties set forth in Section
      7 shall be
      true and correct in all material respects on the date of each Loan and on the
      date of issuance of each LC, notwithstanding any disclosure by the Borrower
      to
      the Lender to the contrary. Each request by the Borrower for the making of
      a
      Loan or for the issuance of any LC, shall be and constitute a representation
      and
      warranty by the Borrower to the effect that all of the representations and
      warranties set forth in Section
      7 are true
      and correct in all material respects as of the date of such request, and that
      all conditions precedent to the making of such Loan or the issuance of such
      LC
      have been satisfied in all material respects as of the date of such
      request.





31


(d)  Covenants .





The
      Borrower shall be in material compliance with all of the terms and provisions
      of
      the Loan Documents.





(e)  No
      Default .





There
      shall not then exist a Default or a Matured Default under this Agreement or
      under the Term Loan Agreement.





9.  AFFIRMATIVE
      COVENANTS .





So
      long
      as any Obligations remain unpaid or the Lender shall have any commitment
      hereunder, the Borrower will, unless the Lender shall otherwise consent in
      advance in writing:





9.1  Compliance
      with Laws, etc. Comply
      in all material respects with all applicable laws, rules, regulations and
      orders, such compliance to include, without limitation: (i) all applicable
      zoning and land use laws; (ii) all employee benefit and Environmental Laws;
      and (iii) paying before the same become delinquent all taxes, assessments
      and governmental charges imposed upon it or upon its property except to the
      extent contested in good faith;





9.2  Visitation
      Rights; Project Examination .
      At any
      reasonable time and from time to time, permit the Lender or representatives
      thereof to, at the expense of Lender, examine and make copies of and abstracts
      from the records and books of account of, and visit the properties of, and
      conduct unannounced field examinations and collateral inspections at least
      annually of the Borrower and to discuss the affairs, finances and accounts
      of
      the Borrower with any of its officers or directors, provided,
      however ,
      upon
      and during the continuance of a Matured Default or in the event that there
      are
      deemed by the Lender to be any material inconsistencies and/or material
      noncompliance with respect to any financial or other reporting on the part
      of
      the Borrower, any and all visits and inspections deemed necessary or desirable
      on account of such Matured Default, inconsistency and/or noncompliance shall
      be
      at the expense of the Borrower. In addition to the foregoing, at any reasonable
      time and from time to time, the Borrower also shall permit the Lender or
      representatives thereof, at the expense of the Lender, to examine and make
      copies of and abstracts from the records and books of account of, and visit
      the
      properties of, the Borrower, and to discuss the affairs, finances and accounts
      of the Borrower with any of their respective officers or directors;





32


9.3  Reporting
      Requirements .
      Furnish
      to the Lender:





(a)  as
      soon
      as available and in any event within 120 days after the end of each fiscal
      year of the Borrower, beginning with the fiscal year ending December 31, 2008,
      a
      copy of the audited financial statements (including balance sheet, statements
      of
      income and cash flows, all accompanying notes thereto and management’s
      discussion and analysis) prepared in accordance with GAAP consistently applied,
      for such year for the Borrower, certified, without qualification, in an opinion
      reasonably acceptable to the Lender by independent public accountants reasonably
      acceptable to the Lender;





(b)  as
      soon
      as available after the end of each fiscal year beginning with December 31,
      2008,
      a copy of Borrower’s signed U.S. Income Tax return and accompanying schedules;





(c)  commencing
      with the first full calendar month following the commencement of ethanol
      production at Borrower’s plant (the “Start Up Date”) and thereafter, as soon as
      available and in any event within 30 days after the end of each calendar
      month, a copy of the financial statements (including balance sheet, statements
      of income and cash flows commencing at the beginning of the fiscal year and
      ending with the end of such month, all accompanying notes thereto) prepared
      in
      accordance with GAAP consistently applied, for such calendar month for the
      Borrower, certified by an authorized officer of the Borrower; together with
      a
      compliance certificate substantially in the form of **Exhibit
      9** attached
      hereto and incorporated herein by this reference (the “Compliance
      Certificate”);





(d)  commencing
      with the first full calendar month following the Start-Up Date and thereafter,
      as soon as available but in any event not more than thirty (30) days after
      the end of each calendar month, a list and aging of all of the Borrower'
      accounts receivable and accounts payable, in such form and manner as is
      satisfactory to the Lender;





(e)  promptly
      upon the Lender's request therefore, copies of all reports and notices which
      the
      Borrower files under ERISA with the Internal Revenue Service, the Pension
      Benefit Guaranty Corporation or the U.S. Department of Labor or which the
      Borrower receives from such Governmental Authority;





(f)  commencing
      with the December 15 following the Start-Up Date and thereafter, by December
      15 th of each
      fiscal year of the Borrower, an annual (with monthly break out) operating plan
      and budget of the Borrower for the immediately succeeding fiscal year
      containing, among other things, pro forma financial statements and forecasts
      for
      all planned lines of business;





(g)  promptly
      after the occurrence thereof, information concerning any litigation or
      governmental or environmental proceedings against the Borrower or any of its
      properties that if determined unfavorably to the Borrower could reasonably
      be
      expected to result in a Material Adverse Effect;





33


(h)  promptly
      upon the occurrence of an Matured Default or an event or condition that but
      for
      the passage of time or the giving of notice or both would constitute a Matured
      Default, notice of such Matured Default or event;





(i)  promptly
      after the receipt thereof, a copy of any management letters or written reports
      submitted to the Borrower by its independent certified public accountants with
      respect to the business, financial condition or operation of the
      Borrower;





(j)  promptly
      after the receipt thereof, a copy of any notice of default under any material
      agreements of the Borrower that could reasonably be expected to result in a
      Material Adverse Effect;





(k)  promptly
      after the filing thereof, all applications with respect to required permits
      for
      the Project, and promptly upon the receipt thereof, copies of all permits
      obtained by Borrower with respect to the Project; and





(l)  such
      other information respecting the condition or operations, financial or
      otherwise, of the Borrower as the Lender may from time to time reasonably
      request;





9.4  Net
      Worth .
      Maintain as of the Closing Date Net Worth of not less than $31,995,000.00.
      Thereafter, maintain at all times Net Worth measured on a quarterly basis at
      the
      end of each quarter of not less than $28,000,000.00;





9.5  Minimum
      Debt Service Coverage Rate . **** Commencing
      with the end of the first full fiscal year following the Start-Up Date, maintain
      at all times after the Start-Up Date, a Debt Service Coverage Ratio of not
      less
      than 1.25 to 1.00 as calculated monthly; provided , however ,
      the
      failure of Borrower to maintain the required Debt Service Coverage Ratio shall
      only be an Event of Default in the event Borrower fails to maintain the
      requisite ratio in three (3) consecutive months, or more than four (4) times
      in
      a given twelve (12) month period;




9.6  Minimum
      Working Capital .
      Maintain Working Capital of not less than $5,000,000.00 starting at the end
      of
      the second fiscal year following the Start-up Date and thereafter;





9.7.  Minimum
      Equity Percentage .
      Maintain a minimum equity to total assets percentage of greater than
      35.0%;





9.8  Liens .
      There
      shall be no lien, security interest or other charge or encumbrance, and no
      other
      type of preferential arrangement, upon or with respect to any of the properties
      or income of the Borrower, which secures Debt of any Person, except for the
      security interests of the Security Documents and except as permitted by Section 10.1 ;





9.9  Landlord
      and Mortgagee Waivers .
      Obtain
      and furnish to the Lender as soon as available, waivers, acknowledgments and
      consents, duly executed by each: (i) real property owner, landlord and
      mortgagee having an interest in any of the premises owned or leased by the
      Borrower or in which any Collateral of the Borrower is located or to be located
      (and if no Collateral of a Borrower is located at a parcel of property owned
      or
      leased by a Borrower, no such waivers, acknowledgments or consents will be
      required); and (ii) each third party holding any Collateral, all in form
      and substance acceptable to the Lender, except as otherwise agreed to by the
      Lender;





34


9.10  Insurance .
      Maintain insurance with financially sound and reputable insurance companies
      in
      such amounts and covering such risks as are usually carried by entities engaged
      in similar businesses and owning similar properties in the same general areas
      in
      which the Borrower operate, including product liability, provided that in any
      event the Borrower will maintain workers' compensation insurance, property
      insurance, business interruption insurance and comprehensive general liability
      insurance reasonably satisfactory to the Lender. Each insurance policy covering
      Collateral shall be in compliance with the requirements of the Security
      Documents;





9.11  Keeping
      Books and Records .
      Maintain proper books of record and account in which full, true, and correct
      entries in all material respects and in conformity with generally accepted
      accounting principles shall be made of all dealings and transactions in relation
      to its business and activities;





9.12  Warehouse
      Receipts .
      If any
      warehouse receipt or receipts in the nature of a warehouse receipt is issued
      in
      respect of any portion of the Collateral, then the Borrower: (i) will not
      permit such warehouse receipt or receipts in the nature thereof to be
      "negotiable" as such term is used in Article 7 of the Uniform Commercial Code;
      and (ii) will deliver all such receipts to the Lender (or a Person
      designated by the Lender) within five (5) days of the Lender's request and
      from time to time thereafter. If no Matured Default exists, the Lender agrees
      to
      promptly deliver to Borrower any receipt so held by the Lender upon such
      Borrower’s request in connection with such Borrower’s sale or other disposition
      of the underlying Inventory, if such disposition is in the ordinary course
      of
      Borrower's business;





9.13  Lender
      Fees **.** Borrower
      shall pay to Lender all agent and facility fees as set forth in that certain
      fee
      letter between the Borrower and Lender dated June 27, 2006;





9.14  Maintain
      Properties .
      Maintain in good repair, working order and condition all material properties
      used in the business of the Borrower;





9.15  Collateral .
      Keep
      full and accurate books and records relating to the Collateral and pay for
      the
      costs of periodic audits of the Collateral to be conducted at Lender’s
      reasonable discretion;





9.16  Borrower’s
      Equity .
      Borrower shall ensure that all of Borrower’s Equity is contributed to Borrower
      by its members and shall, upon the request of Agent, provide Agent with an
      accounting of all equity contributions actually received by
      Borrower;





9.17  Marketing
      Agreements .
      Borrower shall promptly notify Agent of any Marketing Agreement entered into
      between Borrower and any Marketing Agent. Borrower shall execute and deliver
      to
      Agent a collateral assignment of any such Marketing Agreement, in a form and
      content satisfactory to Agent and its counsel and acknowledged by the Marketing
      Agent; and





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9.18  Taxes .
      Borrower shall cause to be paid, when due, all taxes, assessments and other
      governmental charges upon its, income, sales, properties, and federal and states
      taxes withheld from its employees’ earnings, unless (i) the failure to pay such
      taxes, assessments or other governmental charges could not reasonably be
      expected to result in a Material Adverse Affect, or (ii) such taxes, assessments
      or other governmental charges are the subject of a good faith contest by the
      Borrower.





10.  NEGATIVE
      COVENANTS .





The
      Borrower covenants and agrees that, until the Liabilities are paid in full,
      and
      the Commitment of the LCs and all other obligations of the Lender are finally
      terminated, the Borrower will not, without the prior written consent of the
      Lender:





10.1  Liens,
      etc. Create
      or suffer to exist, or permit to create or suffer to exist, any lien, security
      interest or other charge or encumbrance, or any other type of preferential
      arrangement, upon or with respect to any of its properties, whether now owned
      or
      hereafter acquired, or assign, or permit to assign, any right to receive income,
      in each case to secure any Debt of any Person, other than the following liens
      (“Permitted Liens”):





(a)  those
      described on **Schedule 10.1(a)** hereto
      and renewals and extensions on the same or substantially the same terms and
      conditions and at no increase in the debt or obligation;





(b)  liens
      or
      security interests which are subject to an intercreditor agreement in form
      and
      substance acceptable to Lender in Lender's sole discretion;





(c)  the
      liens
      or security interests of the Security Documents;





(d)  mechanics'
      and materialmen's liens for immaterial sums which are either (x) not yet
      due and payable or (y) being contested in good faith by appropriate
      proceedings which serve to stay the foreclosure of such liens and as to which
      appropriate reserves have been established;





(e)  liens
      (other than liens relating to environmental liabilities or ERISA) for taxes,
      assessments, or other governmental charges that are not more than 30 days
      overdue or, if the execution thereof is stayed, which are being contested in
      good faith by appropriate proceedings diligently pursued and for which adequate
      reserves have been established;





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(f)  liens
      of
      warehousemen, carriers, landlords, feeders, or other similar statutory or common
      law liens securing obligations that are not yet due and are incurred in the
      ordinary course of business or, if the execution thereof is stayed, which are
      being contested in good faith by appropriate proceedings diligently pursued
      and
      for which adequate reserves have been established in accordance with
      GAAP;





(g)  liens
      resulting from good faith deposits to secure payments of workmen's compensation
      unemployment insurance, or other social security programs or to secure the
      performance of tenders, leases, statutory obligations, surety, customs and
      appeal bonds, bids or contracts (other than for payment of Debt);





(h)  any
      attachment or judgment lien not constituting a Matured Default;





(i)  liens
      arising from filing UCC financing statements regarding leases (including Capital
      Leases) not prohibited by this Agreement;





(j)  customary
      offset rights of brokers and deposit banks arising under the terms of securities
      account agreements and deposit agreements; and





(k)  any
      real
      estate easements and easements, covenants and encumbrances that customarily
      do
      not affect the marketable title to real estate or materially impair its use
      or
      are disclosed in the commitment for the Title Policy and not objected to by
      Lender; or





10.2  Distributions,
      etc. Declare
      or pay any distributions or dividends, redeem, purchase or otherwise acquire
      for
      value any of its membership interests now or hereafter outstanding, or make
      any
      distribution of assets to its stockholders, members or general partners as
      such,
      or permit its Subsidiaries, if any, at any time while the Revolving Loan is
      outstanding, to purchase, redeem or otherwise acquire for value any stock,
      membership interests or partnership interests of the Borrower, provided,
      however ,
      the
      Borrower may, (i) so long as the Borrower is classified as an S corporation
      or
      partnership for federal income tax purposes, and (ii) so long as the Borrower
      first provides such supporting documentation as the Lender may request with
      respect to any fiscal year of the Borrower, the Borrower may pay aggregate
      cash
      distributions, during such fiscal year in an amount not to exceed the amount
      necessary for the members of the Borrower to pay his or her Income Taxes on
      such
      Person’s allocable share of the taxable income of the Borrower for such taxable
      year or fiscal year, as applicable, in an amount not to exceed 65.0% of
      Borrower’s Net Income (“ **Tax
      Distributions** ”),
      (provided, however, that this restriction will expire at the end of the third
      operational year of the Borrower after the Start-up Date (as defined in the
      Term
      Loan Agreement) if the Borrower then has a minimum Working Capital of not less
      than $10,000,000.00); or





10.3  Capital
      Expenditures; Capital Leases .
      At any
      time while funds are outstanding under this Agreement, make any investment
      in
      fixed assets or enter into any capital lease in an aggregate amount greater
      than
      $3,000,000.00 during any fiscal year; or





10.4  Consolidation,
      Merger, Dissolution, etc. Directly
      or indirectly, merge or consolidate with any other Person or permit any other
      Person to merge into or with or consolidate with the Borrower; or





10.5  Indebtedness,
      etc .
      Create,
      incur, assume or suffer to exist any Debt or other indebtedness, liabilities
      or
      obligations, whether matured or unmatured, liquidated or unliquidated, direct
      or
      contingent, joint or several, except: (i) the liabilities of the Borrower
      to the Lender hereunder; (ii) trade accounts payable and accrued
      liabilities (other than Debt) arising in the ordinary course of the Borrower's
      business; (iii) Subordinated Debt; (iv) the liabilities of the Borrower
      described on **Schedule 10.1(a)** or
      permitted by Section
      10.1(a) ;
      and
      other unsecured Debt not to exceed in the aggregate $500,000.00 at any time
      outstanding; or





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10.6  Change
      of Control.





(a)  Replace
      the Chief Executive Officer or the Chief Financial Officer of the Borrower
      without providing written notice to the Agent at least thirty (30) days of
      such
      replacement; or





(b)  Permit
      a
      change in the ownership of the Borrower other than a transfer of not more than
      fifteen percent (15%) of the Membership Interest in Borrower in the aggregate
      in
      any one calendar year, to existing Members or family members of existing
      Members; or





(c)  Permit
      Ray-Carroll’s membership interest in Borrower to, at any time, be less than ten
      percent (10%) of the total outstanding Membership Interest in
      Borrower.





10.7  Loans,
      Guaranties, etc .
      Make
      any loans or advances to (whether in cash, in-kind, or otherwise) any Person,
      or
      directly or indirectly guaranty or otherwise assure a creditor against loss
      in
      respect of any indebtedness, obligations or liabilities (contingent or
      otherwise) of any Person in excess of $100,000.00 at any time outstanding;
      or





10.8  Subsidiaries;
      Affiliates . **** Form or
      otherwise acquire any subsidiary or affiliated business, or acquire the assets
      of or acquire any equity or ownership interest in any Person, unless such
      subsidiary, affiliate or Person executes and delivers to the Lender: (i) a
      guaranty of all of the Obligations, in form and substance acceptable to the
      Lender in its sole discretion; (ii) security agreements in form substantially
      similar to the security agreement provided to Lender; and (iii) such other
      documents and amendments to this Agreement and the other Loan Documents as
      the
      Lender shall require; or





10.9  Transfer
      of Assets .
      Sell,
      lease, assign, transfer, or otherwise voluntarily dispose of any of its assets,
      or permit to sell, lease, assign, transfer, or otherwise voluntarily dispose
      of
      any of its assets except: (i) dispositions of Inventory in the ordinary
      course of business; and (ii) dispositions of: (A) obsolete or worn out
      equipment; (B) equipment or real property not necessary for the operation
      of its business; or (C) equipment or real property which is replaced with
      property of equivalent or greater value as the property which is disposed;
      or





10.10  Lines
      of Business . **** Engage
      in
      any line or lines of business activity other than the production and sale of
      ethanol and byproducts thereof, including, but not limited to, DDGS;
      or





10.11  Investments .
      Own,
      purchase or acquire any stock, obligations or securities of, or any other
      interest in, or make any capital contribution to any person, except that the
      Borrower may own, purchase or acquire:





38


(a)  Commercial
      paper maturing not in excess of one (1) year from the date of acquisition and
      rated “P1” by Moody’s Investors Service, Inc. or “A1” by Standard & Poor’s
      Corporation on the date of acquisition;





(b)  Certificates
      of Deposit in North American commercial banks rated “C” or better by Keefe,
      Buryette and Woods, Inc., or “3” or better by Cates Consulting and Analysts,
      maturing not in excess of one (1) year from the date of
      acquisition;





(c)  Obligations
      of the United States government or any agency thereof, the obligations of which
      are guaranteed by the United States government, maturing, in each case, not
      in
      excess of one (1) year from the date of acquisition; and





(d)  Repurchase
      agreements of any bank or trust company incorporated under the law of the United
      States of America or any state thereof and fully secured by a pledge of
      obligations issued or fully and unconditionally guaranteed by the United States
      government.








11.  DEFAULT
      AND RIGHTS AND REMEDIES OF THE LENDER .





11.1  Acceleration .





Upon
      a
      Matured Default, the Lender shall promptly give notice of such Matured Default
      to the Borrower and (a) with respect to any Matured Default described in clause
      (i) of the definition thereof, all of the Liabilities shall automatically become
      immediately due and payable and the obligations of the Lender to make Loans
      and
      the Commitments shall automatically terminate, without presentment, demand,
      protest or further notice (including without limitation, notice of intent to
      accelerate and notice of acceleration) of any kind, all of which are expressly
      waived by the Borrower; and (b) with respect to any other Matured Default,
      the
      Lender may, by notice to the Borrower, (i) declare the obligations of the Lender
      to make Loans and to issue LC’s to be terminated, whereupon such obligations and
      the Commitments of the Lender shall forthwith terminate, and (ii) declare all
      of
      the Liabilities to be due and payable, whereupon the Liabilities shall become
      and be due and payable, without presentment, demand, protest or further notice
      (including without limitation, notice of intent to accelerate and notice of
      acceleration) of any kind, all of which are expressly waived by the
      Borrower.





11.2  Other
      Remedies .





Upon
      the
      occurrence and during the continuance of any Matured Default, the Lender may
      (subject to the provisions of the other Loan Documents), proceed to protect
      and
      enforce the rights of the Lender by suit in equity, by action at law or both,
      whether for the specific performance of any covenant or agreement contained
      in
      this Agreement or in any other Financing Agreement or in aid of the exercise
      of
      any power granted in this Agreement or any other Financing Agreement, or may
      proceed to enforce the payment of the Liabilities, or may proceed to foreclose
      upon any liens, claims, security interests and/or encumbrances granted pursuant
      to the Security Documents and other Loan Documents in the manner set forth
      therein, it being intended that no remedy conferred herein or in any of the
      other Loan Documents is to be exclusive of any other remedy, and each and every
      remedy contained herein or in any other Financing Agreement shall be cumulative
      and shall be in addition to every other remedy given hereunder and under the
      other Loan Documents, or at any time existing at law or in equity or by statute
      or otherwise.





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12.  MISCELLANEOUS .





12.1  Timing
      of Payments .





For
      purposes of determining the outstanding balance of the Liabilities, including
      the computations of interest which may from time to time be owing to the Lender,
      the receipt by the Lender of any check or any other item of payment whether
      through a blocked account or lockbox or otherwise, shall not be treated as
      a
      payment on account of the Liabilities until such check or other item of payment
      is actually received by the Lender at its office at Three City Place Drive,
      Suite 870, St. Louis, Missouri 63141 and is paid to the Lender in cash or a
      cash
      equivalent.





12.2  Attorneys’
      Fees and Costs .





If
      at any
      time or times hereafter the Lender employs counsel in connection with protecting
      or perfecting the Lender’s security interest in the Collateral or in connection
      with any matters arising out of this Agreement or any of the Loan Documents,
      whether: (a) to commence, defend, or intervene in any litigation or to file
      a
      petition, complaint, answer, motion or other pleadings; (b) to take any other
      action in or with respect to any suit or proceeding (bankruptcy or otherwise);
      (c) to consult with officers of the Lender, to advise the Lender or to draft
      documents in connection with any of the foregoing or in connection with any
      release of the Lender’s claims or the Lender’s security interests or any
      proposed extension, amendment or refinancing of the Liabilities; (d) to protect,
      collect, lease, sell, take possession of, or liquidate any of the Collateral;
      or
      (e) to attempt to enforce or to enforce any security interest in any of the
      Collateral, or to enforce any rights of the Lender to collect any of the
      Liabilities; then in any of such events, all of the reasonable attorneys’ fees
      arising from such services, and any expenses, costs and charges relating
      thereto, including without limitation, all reasonable fees of all paralegals,
      legal assistants and other staff employed by such attorneys, together with
      interest at the Default Rate **** provided
      for in Section
      3.1(c) if a
      Matured Default has occurred, or at the highest interest rate set forth in
      any
      promissory note referred to herein, shall constitute additional Liabilities,
      payable on demand and secured by the Collateral.





12.3  Expenditures
      by the Lender .





In
      the
      event that the Borrower shall fail to pay taxes, insurance, assessments, costs
      or expenses which the Borrower is, under any of the terms hereof or of any
      of
      the other Loan Documents, required to pay, or fails to keep the Collateral
      free
      from other security interests, liens or encumbrances, except as permitted
      herein, the Lender may, in its sole discretion and without obligation to do
      so,
      make expenditures for any or all of such purposes, and the amount so expended,
      together with interest at the Default Rate **** provided
      for in Section
      3.1(c) ,
      shall
      constitute additional Liabilities, payable on demand and secured by the
      Collateral.





40


12.4  Lender’s
      Costs and Expenses as Additional Liabilities .





The
      Borrower shall reimburse the Lender for all actual out-of-pocket expenses and
      fees paid or incurred in connection with the documentation, negotiation and
      closing of the loans and other financial accommodations described in this
      Agreement (including without limitation, filing and recording fees, and the
      reasonable fees and expenses of the Lender’s attorneys, paralegals and legal
      assistants, and whether such expenses and fees are incurred prior to or after
      the Closing Date). The Borrower further agrees to reimburse the Lender for
      all
      expenses and fees paid or incurred in connection with the documentation of
      any
      renewal or extension of the Loans, any additional financial accommodations,
      or
      any other amendments to this Agreement. All costs and expenses incurred by
      the
      Lender with respect to such negotiation and documentation together with interest
      at the highest interest rate set forth in any promissory note referred to
      herein, shall constitute additional Liabilities, payable on demand and secured
      by the Collateral.





12.5  Claims
      and Taxes .





The
      Borrower agrees to indemnify and hold the Lender harmless from and against
      any
      and all claims, demands, liabilities, losses, damages, penalties, costs, and
      expenses (including without limitation, reasonable attorneys’ fees) relating to
      or in any way arising out of the possession, use, operation or control of any
      of
      the Borrower’s assets. The Borrower shall pay or cause to be paid all license
      fees, bonding premiums and related taxes and charges, and shall pay or cause
      to
      be paid all of the Borrower’s real and personal property taxes, assessments and
      charges and all of the Borrower’s franchise, income, unemployment, use, excise,
      old age benefit, withholding, sales and other taxes and other governmental
      charges assessed against the Borrower, or payable by the Borrower, at such
      times
      and in such manner as to prevent any penalty from accruing or any lien or charge
      from attaching to the Borrower’s property, provided,
      however ,
      that
      the Borrower shall have the right to contest in good faith, by an appropriate
      proceeding promptly initiated and diligently conducted, the validity, amount
      or
      imposition of any such tax, and upon such good faith contest to delay or refuse
      payment thereof; if (a) the Borrower establishes adequate reserves to cover
      such
      contested taxes; and (b) such contest does not have a Material Adverse Effect
      on
      the financial condition of the Borrower, the ability of the Borrower to pay
      any
      of the Liabilities, or the priority or value of the Lender’s security interests
      in the Collateral.





12.6  Inspection .





The
      Lender (by and through its officers and employees), or any Person designated
      by
      the Lender in writing, shall have the right, from time to time hereafter, upon
      72 hours prior notice, to call at the Borrower’s place or places of business (or
      any other place where Collateral or any information relating thereto is kept
      or
      located) during Borrower’s regular business hours, and without hindrance or
      delay, to: (a) inspect, audit, check and make copies of and extracts from the
      Borrower’s books, records, journals, orders, receipts and any correspondence and
      other data relating to the Borrower’s business or to any transactions between
      the parties to this Agreement; (b) make such verification concerning the
      Collateral as the Lender may consider reasonable under the circumstances; and
      (c) review operating procedures, review maintenance of property and discuss
      the
      affairs, finances and business of the Borrower with the Borrower’s officers,
      employees or directors.





41


12.7  Examination
      of Banking Records .





The
      Borrower consents to the examination by the Lender, the Lender’s officers,
      employees and agents, or any of them, all of Borrower’s banking records, upon
      their request. Such examination may be conducted by the Lender upon reasonable
      notice to the Borrower.





12.8  Governmental
      Reports .





The
      Borrower authorizes all duly constituted federal, state and municipal
      authorities to furnish to the Lender copies of their reports of examination
      or
      inspections of the Borrower.





12.9  Reliance
      by the Lender .





All
      covenants, agreements, representations and warranties made herein by the
      Borrower shall, notwithstanding any investigation by the Lender, be deemed
      to be
      material to and to have been relied upon by the Lender.





12.10  Indemnification **.**





(a)  General **.** Borrower
      agrees to indemnify and hold Lender and its directors, officers, employees,
      agents, professional advisors and representatives (“Indemnified Parties”)
      harmless from and against any and all claims, damages, losses, liabilities,
      costs or expenses whatsoever which the Lender or any other Indemnified Party
      may
      incur (or which may be claimed against such Indemnified Party by any person),
      including attorney’s fees incurred by any Indemnified Party, arising out of or
      resulting from: (1) the material inaccuracy of any representation or warranty
      of
      or with respect to Borrower in this Agreement or the other Loan Documents;
      (2)
      the material failure of Borrower to perform or comply with any covenant or
      obligation of Borrower under this Agreement or the other Loan Documents; (3)
      the
      exercise by the Lender of any right or remedy set forth in this Agreement or
      the
      other Loan Documents or (4) the possession, use, operation or control by
      Borrower of any of the Borrower’s assets, provided that Borrower shall have no
      obligation to indemnify any Indemnified Party against claims, damages, losses,
      liabilities, costs or expenses to the extent that a court of competent
      jurisdiction renders a final non-appealable determination that the foregoing
      are
      solely the result of the willful misconduct or gross negligence of such
      Indemnified Party. In addition, the Borrower agrees to indemnify and hold the
      Indemnified Parties harmless from and against any and all claims, damages,
      losses, liabilities, costs or expenses whatsoever which the Lender or any other
      Indemnified Party may incur (or which may be claimed against any such
      Indemnified Party by any person), including attorney’s fees incurred by any
      Indemnified Party, arising out of or resulting from the imposition or nonpayment
      by Borrower of any tax imposed by any state, including any amounts owing by
      virtue of the assertion that any property valuation used to calculate any such
      tax was understated. Borrower shall have the right to assume the defense of
      any
      claim that would give rise to Borrower’s indemnification obligation under this
      Section with counsel of Borrower’s choosing so long as such defense is being
      diligently and properly conducted and Borrower shall establish to the
      Indemnified Party’s satisfaction that the amount of such claims are not, and
      will not be, material in comparison to the liquid and unrestricted assets of
      Borrower available to respond to any award which may be granted on account
      of
      such claim. So long as the conditions of the preceding sentence are met,
      Indemnified Party shall have no further right to reimbursement of attorney
      fees
      incurred thereafter. The obligation to indemnify as set forth in this Section
      shall survive the termination of this Agreement and other
      covenants.





42


(b)  Indemnification
      Relating to Hazardous Substances .
      Borrower will not locate, produce, treat, transport, incorporate, discharge,
      emit, release, deposit or dispose of any Hazardous Substance in, upon, under,
      over or from any property owned or held by Borrower, except in accordance with
      all Environmental Laws, except where the failure to comply would not reasonably
      be expected to result in a Material Adverse Affect; Borrower shall not permit
      any Hazardous Substance to be located, produced, treated, transported,
      incorporated, discharged, emitted, released, deposited, disposed of or to escape
      in, upon, under, over or from any property owned or held by Borrower, except
      in
      accordance with all Environmental Laws; and Borrower shall comply with all
      Environmental Laws, except where the failure to comply would not reasonably
      be
      expected to result in a Material Adverse Affect, which are applicable to such
      property, except where the failure to comply would not reasonably be expected
      to
      result in a Material Adverse Affect. Borrower shall indemnify the Indemnified
      Parties against, and shall reimburse the Indemnified Parties for, any and all
      claims, demands, judgments, penalties, liabilities, costs, damages and expenses,
      including court costs and attorney fees incurred by the Indemnified Parties
      (prior to trial, at trial or on appeal) in any action against or involving
      the
      Indemnified Parties, resulting from any breach of the foregoing covenants in
      this Section or the covenants in Section 7.9 hereof, or from the discovery
      of
      any Hazardous Substance in, upon, under or over, or emanating from such
      property, it being the intent of Borrower and the Indemnified Parties that
      the
      Indemnified Parties shall have no liability or responsibility for damage or
      injury to human health, the environment or natural resources caused by, or
      abatement and/or clean up of, or otherwise with respect to, Hazardous Substances
      as a result of Lender exercising any of its rights or remedies with respect
      thereto, including but not limited to becoming the owner thereof by foreclosure,
      including foreclosure on a judgment lien, or conveyance in lieu of foreclosure;
      provided that such indemnification as it applies to the exercise by Lender
      of
      its rights or remedies with respect to the Loan Documents shall not apply to
      claims arising solely with respect to Hazardous Substances brought onto such
      property by Lender while engaged in activities other than operations
      substantially the same as the operations previously conducted on such property
      by Borrower. The foregoing covenants of this Section shall be deemed continuing
      covenants for the benefit of the Indemnified Parties, and any successors and
      assigns of the Indemnified Parties, including, but not limited to, any transfer
      of the title of Lender or any subsequent owner of the property, and shall
      survive the satisfaction or release of any lien, any foreclosure of any lien
      and/or any acquisition of title to the property or any part thereof by Lender,
      or anyone claiming by, through or under Lender or Borrower by deed in lieu
      of
      foreclosure or otherwise. Any amounts covered by the foregoing indemnification
      shall bear interest from the date incurred at the Default Rate, shall be payable
      on demand, and shall be secured by the Security Documents. The indemnification
      and covenants of this Section shall survive the termination of this Agreement
      and other covenants.





43


12.11  Parties .





Whenever
      in this Agreement there is reference made to any of the parties hereto, such
      reference shall be deemed to include, wherever applicable, a reference to the
      respective successors and assigns of the Borrower and the Lender.





12.12  Applicable
      Law; Severability .





This
      Agreement shall be construed in all respects in accordance with, and governed
      by, the laws and decisions of the State of Missouri. Wherever possible, each
      provision of this Agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this Agreement
      shall be prohibited by or invalid under applicable law, such provision shall
      be
      ineffective only to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provisions or the remaining provisions of
      this Agreement.





12.13 SUBMISSION
          TO JURISDICTION; WAIVER OF BOND AND TRIAL BY JURY .





THE
      BORROWER CONSENTS TO THE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT
      LOCATED WITHIN THE CITY AND COUNTY OF SAINT LOUIS, MISSOURI AND WAIVES ANY
      OBJECTION WHICH THE BORROWER MAY HAVE BASED ON IMPROPER VENUE OR FORUM
      NON CONVENIENS TO THE
      CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. THE BORROWER FURTHER AGREES THAT
      AT
      ALL TIMES THE BORROWER SHALL HAVE AT LEAST ONE REGISTERED AGENT WITHIN THE
      CONTINENTAL UNITED STATES OF AMERICA, WHICH AGENT SHALL ACCEPT ANY AND ALL
      SERVICE OF PROCESS UPON THE BORROWER, AND THAT IN THE EVENT THE BORROWER FAILS
      AT ANY TIME TO HAVE SUCH A REGISTERED AGENT, OR SUCH REGISTERED AGENT REFUSES
      SUCH SERVICE OF PROCESS FOR ANY REASON WHATSOEVER, THEN SERVICE OF ANY AND
      ALL
      SUCH PROCESS UPON THE BORROWER MAY BE MADE BY MAIL OR MESSENGER DIRECTED TO
      THE
      BORROWER AT THE ADDRESS SET FORTH IN SECTION
      12.19 .
      SERVICE
      SO MADE SHALL BE DEEMED TO CONSTITUTE PERSONAL SERVICE UPON THE BORROWER, AND
      SHALL BE DEEMED COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE DAYS
      AFTER
      THE SAME SHALL HAVE BEEN POSTED TO THE BORROWER’S ADDRESS. AT THE OPTION OF THE
      LENDER, THE BORROWER WAIVES, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY,
      AND
      WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS
      WAIVER, BE REQUIRED OF THE LENDER. NOTHING IN THIS PARAGRAPH SHALL AFFECT THE
      RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY
      LAW
      OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST
      THE
      BORROWER OR THE BORROWER’S PROPERTY IN THE COURTS OF ANY OTHER
      JURISDICTION.





44


12.14  Application
      of Payments Waiver .





Notwithstanding
      any contrary provision contained in this Agreement or in any of the other Loan
      Documents, the Borrower irrevocably waives the right to direct the application
      of any and all payments at any time received by the Lender from the Borrower
      or
      with respect to any of the Collateral, and the Borrower irrevocably agrees
      that
      the Lender shall have the continuing exclusive right to apply and reapply any
      and all payments received at any time or times hereafter, whether with respect
      to the Collateral or otherwise, against the Liabilities, in such manner as
      the
      Lender may deem advisable, notwithstanding any entry by the Lender upon any
      of
      the Lender’s books and records.





12.15  Marshalling;
      Payments Set Aside .





The
      Lender shall be under no obligation to marshal any assets in favor of the
      Borrower or against or in payment of any or all of the Liabilities. To the
      extent that the Borrower makes a payment or payments to the Lender or the Lender
      receives any payment or proceeds of the Collateral for the Borrower’s benefit or
      enforces the Lender’s security interests or exercise the Lender’s rights of
      set-off, and such payment or payments or the proceeds of such Collateral,
      enforcement or set-off or any part thereof are subsequently invalidated,
      declared to be fraudulent or preferential, set aside and/or required to be
      repaid to a trustee, receiver or any other party under any bankruptcy law,
      state
      or federal law, common law or equitable cause, then to the extent of such
      recovery, the obligation or part thereof originally intended to be satisfied
      shall be revived and continued in full force and effect as if such payment
      had
      not been made or such enforcement or set-off had not occurred.





12.16  Section
      Titles .





The
      section titles contained in this Agreement shall be without substantive meaning
      or content of any kind whatsoever and are not a part of the agreement between
      the parties.





12.17  Continuing
      Effect .





This
      Agreement, the Lender’s security interests in the Collateral, and all of the
      other Loan Documents shall continue in full force and effect so long as any
      Liabilities shall be owed to the Lender, or, in the event that there shall
      be no
      Liabilities outstanding, so long as the Lender remains committed to make Loans
      under this Agreement.





12.18  No
      Waiver .





The
      Lender’s failure, at any time or times hereafter, to require strict performance
      by the Borrower of any provision of this Agreement shall not waive, affect
      or
      diminish any right of the Lender thereafter to demand strict compliance and
      performance therewith. Any suspension or waiver by the Lender of any Default
      or
      Matured Default under this Agreement or any of the other Loan Documents, shall
      not suspend, waive or affect any other Default or Matured Default under this
      Agreement or any of the other Loan Documents, whether the same is prior or
      subsequent thereto and whether of the same or of a different kind of character.
      None of the undertakings, agreements, warranties, covenants and representations
      of the Borrower contained in this Agreement or any of the other Loan Documents
      and no Default or Matured Default under this Agreement or any of the other
      Loan
      Documents, shall be deemed to have been suspended or waived by the Lender unless
      such suspension or waiver is in writing signed by an officer of the Lender
      and
      is directed to the Borrower specifying such suspension or waiver.





45


12.19  Notices .





All
      notices and other communications provided for herein shall be in writing
      (including telex, facsimile, or cable communication) and shall be mailed,
      telexed, cabled or delivered addressed as follows:





(i) If
      to the
      Lender at:


FCS
      Financial, PCA


Three
      City Place Drive, Suite 870


St.
      Louis, MO 63141


Fax
      No.
      (314) 567-4678


Attn:
      Sean Unterreiner





With
      a
      copy to:


Husch
      & Eppenberger, LLC


1949
      E.
      Sunshine St., Suite 2-300


Springfield,
      MO 63804


Fax
      No.
      (417) 862-6948


Attn:
      Gary A. Powell




(ii) If
      to the
      Borrower at:


Show
      Me
      Ethanol, LLC


807
      West
      Main


Post
      Office Box 158


Richmond,
      MO 64085


Fax
      No.
      (816) 766-3213


Attn:
      Mike Nordwald




With
      a
      copy to:


Bryan
      Cave LLP


3500
      One
      Kansas City Place


1200
      Main
      Street


Kansas
      City, MO 64105


Fax
      No.
      (816) 374-3300


Attn:
      Dennis M. Alt




and,
      as
      to each party hereto, at such other address as shall be designated by such
      party
      in a written notice to the other parties hereto. All such notices and
      communications shall, when mailed, telecopied, telexed, transmitted, or cabled,
      become effective when deposited in the mail, confirmed by telex answerback,
      transmitted by telecopier, or delivered to the cable company, respectively
      except that notices and communications to the Lender shall not be effective
      until actually received by the Lender.





46


12.20  Maximum
      Interest .





No
      agreements, conditions, provisions or stipulations contained in this Agreement
      or in any of the other Loan Documents, or any Matured Default, or any exercise
      by the Lender of the right to accelerate the payment of the maturity of
      principal and interest, or to exercise any option whatsoever, contained in
      this
      Agreement or any of the other Loan Documents, or the arising of any contingency
      whatsoever, shall entitle the Lender to collect, in any event, interest
      exceeding the Highest Lawful Rate, and in no event shall the Borrower be
      obligated to pay interest exceeding the Highest Lawful Rate, and all agreements,
      conditions or stipulations, if any, which may in any event or contingency
      whatsoever operate to bind, obligate or compel the Borrower to pay a rate of
      interest exceeding the Highest Lawful Rate, shall be without binding force
      or
      effect, at law or in equity, to the extent only of the excess of interest over
      such Highest Lawful Rate. In the event any interest is charged in excess of
      the
      Highest Lawful Rate (“Excess”), the Borrower acknowledges and stipulates that
      any such charge shall be the result of any accidental and bona fide error,
      and
      such Excess shall be, first, applied to reduce the principal of any Liabilities
      due, and, second, returned to the Borrower, it being the intention of the
      parties hereto not to enter at any time into a usurious or otherwise illegal
      relationship. The Borrower and the Lender both recognize that, with fluctuations
      in the Base Rate and the LIBOR Rate, such an unintentional result could
      inadvertently occur. By the execution of this Agreement, the Borrower covenants
      that (a) the credit or return of any Excess shall constitute the acceptance
      by
      the Borrower of such Excess and (b) the Borrower shall not seek or pursue any
      other remedy, legal or equitable, against the Lender based, in whole or in
      part,
      upon the charging or receiving of any interest in excess of the Highest Lawful
      Rate. For the purpose of determining whether or not any Excess has been
      contracted for, charged or received by the Lender, all interest at any time
      contracted for, charged or received by the Lender in connection with the
      Liabilities shall be amortized, prorated, allocated and spread in equal parts
      during the entire term of this Agreement.





12.21  Lender’s
      Reliance .





The
      Borrower shall notify the Lender in writing of the names of the Persons
      authorized to request a Loan on behalf of the Borrower and shall provide the
      Lender with a specimen signature for each such Person. The Lender shall be
      entitled to rely conclusively on such Person’s authority to request a Loan on
      behalf of the Borrower until the Lender receives written notice from the
      Borrower to the contrary. The Lender shall have no duty to verify the
      authenticity of the signature appearing on any notice of borrowing, and with
      respect to any oral request for a Loan, the Lender shall have no duty to verify
      the identity of any Person representing himself as one of the Persons authorized
      to make such request on behalf of the Borrower. The Lender shall not incur
      any
      liability to the Borrower in acting upon any telephonic notice referred to
      above
      which the Lender believes in good faith to have been given by a duly authorized
      Person authorized to borrow on behalf of the Borrower or for otherwise acting
      in
      good faith.





47


12.22  Counterparts .





This
      Agreement may be executed in several counterparts, and by the parties hereto
      on
      separate counterparts, and each counterpart, when so executed and delivered,
      shall constitute an original instrument, and all such separate counterparts
      shall constitute but one and the same instrument.





12.23  Participations .





(a)  The
      Lender may sell participations to one or more banks or other entities in or
      to
      all or a portion of its rights and obligations under this Agreement (including
      without limitation, all or a portion of the Commitments and the Note held by
      it); provided,
      however ,
      that
      (i) the Lender’s obligations under this Agreement (including without limitation,
      its Commitments to the Borrower) shall remain unchanged, (ii) the Lender shall
      remain solely responsible to the other parties hereto for the performance of
      such obligations, (iii) the Lender shall remain the holder of any such Note
      for
      all purposes of this Agreement, (iv) the sale of the participation will not
      cause the Borrower to incur any additional liability, and (v) the Borrower
      shall
      continue to deal solely and directly with the Lender in connection with the
      Lender’s rights and obligations under this Agreement, provided that no
      participant shall be entitled to recover under the above provisions an amount
      in
      excess of the proportionate share which such participant holds of the original
      aggregate principal amount to which the Lender would otherwise be
      entitled.





(b)  The
      Lender may, in connection with any participation pursuant to this Section
      12.23 ,
      and
      with the consent of Borrower (which consent shall not be unreasonably withheld)
      disclose to the participant or proposed participant, any confidential
      information relating to the Borrower furnished to the Lender by or on behalf
      of
      the Borrower; provided,
      however ,
      that
      prior to any such disclosure, the participant or proposed participant shall
      agree to preserve the confidentiality of any confidential information relating
      to the Borrower received by it from the Lender.





12.24  Credit
      Agreement Controls .





If
      there
      are any conflicts or inconsistencies among this Agreement and any of the other
      Loan Documents, the provisions of this Agreement shall prevail and
      control.





12.25  Confidentiality .





The
      Lender agrees that it will use its best efforts to keep confidential, in
      accordance with its customary procedures for handling confidential information
      and in accordance with safe and sound banking practices, any proprietary
      information of the Borrower in writing by the Borrower, as being proprietary
      and
      confidential; provided that the
      Lender may disclose any such information (a) to enable it to comply with any
      Governmental Requirement applicable to them, (b) in connection with the defense
      of any litigation or other proceeding brought against it arising out of the
      transactions contemplated by this Agreement and the other Loan Documents, (c)
      in
      connection with the supervision and enforcement of the rights and remedies
      of
      the Lender under any Financing Agreement, and (d) as set forth in Section
      12.23(b) .





48


12.26  Independence
      of Covenants .





All
      covenants under Section
      10 shall be
      given independent effect so that if a particular action or condition is not
      permitted by any of such covenants, the fact that it would be permitted by
      an
      exception to, or be otherwise within the limitations of, another covenant shall
      not avoid the occurrence of a Default or a Matured Default if such action is
      taken or condition exists.





12.27  Amendments
      and Waivers .





Any
      term,
      covenant, agreement or condition of this Agreement may be amended only by a
      written amendment executed by the Borrower and the Lender, or compliance
      therewith may only be waived (either generally or in a particular instance
      and
      either retroactively or prospectively), if the Borrower shall have obtained
      the
      consent in writing of the Lender.





12.28  FINAL
      AGREEMENT .





THIS
      WRITTEN AGREEMENT, THE NOTE, AND THE OTHER LOAN DOCUMENTS REFERRED TO HEREIN
      EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY
      AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,
      WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT
      BE
      CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
      ORAL
      AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL
      AGREEMENTS AMONG THE PARTIES.





12.29  Privacy .





Your
      privacy is important to us. We want you to know that we hold your financial
      and
      other personal information in strict confidence. Since 1972, Farm Credit
      Administration (“FCA”) regulations have forbidden the directors and employees of
      Farm Credit institutions from disclosing personal borrower information to others
      without your consent. We do not sell or trade our customer’s personal
      information to marketing companies or information brokers. FCA rules allow
      us to
      disclose customer information only in these situations: We may give it to
      another Farm Credit institution that you do business with. We can be a credit
      reference for you with other lenders and provide information to credit bureaus
      or other consumer reporting agency. We can provide information on certain types
      of legal or law enforcement proceedings. FCA examiners may review loan files
      during regular examinations of the association. If one of our employees applies
      to become a licensed real estate appraiser, we may give copies of real estate
      appraisal reports to the State agency that licenses appraisers when required.
      We
      will first remove as much personal information from the appraisal report as
      possible. As a member/owner of the association, your privacy and the security
      of
      your personal information are vital to our continued ability to serve your
      ongoing credit needs.





49


12.30   Customer
      Identification - USA Patriot Act Notice .





Lender
      notifies the Borrower that, pursuant to the requirements of the USA PATRIOT
      ACT
      of 2001 (H.R. 3162 RDS), signed into law October 26, 2001 (the “Patriot Act”),
      it is required to obtain, verify and record information that identifies the
      Borrower, which information includes the name and address of the Borrower and
      other information that will allow the Lender to identify Borrower in accordance
      with the Patriot Act.





The
      Borrower shall (a) ensure that no person who owns a controlling interest in
      or
      otherwise controls the Borrower or any Affiliate of Borrower is or shall be
      listed on the Specially Designated Nationals and Blocked Person List or other
      similar lists maintained by the Office of Foreign Asset Control (“OFAC”), the
      Department of the Treasury, or included in any Governmental Requirements, (b)
      not use or permit the use of the proceeds of the Revolving Loan to violate
      any
      of the foreign asset control regulations of OFAC or any enabling statute or
      relevant Governmental Requirements relating thereto, and (c) comply, and cause
      each Affiliate of Borrower to comply, with all applicable Bank Secrecy Act
      laws
      and regulations, as amended.





12.31.  Survival .





All
      covenants, agreements, representations and warranties made by the Borrower
      in
      the Loan Documents and in the certificates or other instruments delivered in
      connection with or pursuant to this Agreement or any other Loan Document shall
      be considered to have been relied upon by the other parties hereto and shall
      survive the execution and delivery of the Loan Documents and the making of
      any
      Loans, regardless of any investigation made by any such other party or on its
      behalf and notwithstanding that Lender may have had notice or knowledge of
      a
      Matured Default or incorrect representation or warranty at the time any credit
      is extended hereunder, and shall continue in full force and effect as long
      as
      any Obligations are outstanding and unpaid and so long as the Commitments have
      not expired or terminated. The expense reimbursement, additional cost, capital
      adequacy and indemnification provisions of this Agreement shall survive and
      remain in full force and effect regardless of the consummation of the
      transactions contemplated hereby, the repayment of the Obligations, the
      expiration or termination of the Commitments or the termination of this
      Agreement or any provision hereof.













[remainder
      of page intentionally left blank]


50





IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
      the
      date first written above.





BORROWER:
              
              SHOW
                ME ETHANOL, LLC
              
              
              By/s/Gregory E. Thomas
              NameGregory
                E. Thomas
              TitleGeneral
                Manager
              
              
              
              LENDER:
              
              FCS
                FINANCIAL, PCA
              
              
              By/s/Lee Fuchs
              Name:
                Lee Fuchs
              Title:
                Vice President







51


**CREDIT
      AGREEMENT**


**LIST
      OF EXHIBITS AND SCHEDULES**





**Exhibit
                    Numbers**
              **Description******1A
              Borrowing
                  Base Computation1B
              Form
                  of Borrowing Base Certificate2
              Form
                  of Revolving Note4.5
              Form
                  of Term Loan Inter-Creditor Agreement8(a)
              List
                  of Closing Documents9
              Form
                  of Compliance Certificate******Schedule
                  Numbers**
              **Description******
              ****7.1
              Litigation7.2
              Other
                  Agreements7.3
              Intellectual
                  Property****
              ****7.4
              Title
                  to Assets7.6
              Existing
                  Indebtedness7.7
              Other
                  Names7.8
              Subsidiaries7.9
              Environmental
                  Matters7.10
              Bank
                  Accounts8(b)(v)
              Prior
                  Indebtedness10.1(a)
              Encumbrances




52


**EXHIBIT
      1A**


**BORROWING
      BASE COMPUTATION**


This
                Borrowing Base Certificate is hereby prepared and delivered in accordance
                with the terms of the Revolving Credit Agreement dated November 6,
                2007
                (the "Credit Agreement"), as may be amended from time to time, between
                Show Me Ethanol, LLC (the "Borrower"), FCS Financial, PCA (the
                "Lender.")For
                the Fiscal Period Ending:
            
            Date
                Prepared:Lower
                ofCost
                or Market
            
            
            AvailabilityA.
            Accounts
                ReceivablesLess
                Accounts Greater than 30 days
            
            
            75%
            $0.00B.
            Corn
                and Distiller's Grain Inventory
            
            
            
            75%
            $0.00C.
            Ethanol
                Inventories
            
            
            
            
            
            75%
            $0.00D.
            Total
                Collateral
            
            
            
            
            
            
            $0.00E.
            Less
                accounts payableF.
            Total
                Borrowing Base (D minus E)
            
            
            
            
            $0.00G.
            Total
                Revolving Line of Credit Commitment
            
            
            
            $5,000,000.00H.
            Maximum
                Borrowings on the Borrowing Base (lesser of Line F or Line
                G)
            $0.00I.
            Outstanding
                Revolving Line of Credit balance and Letters of CreditJ.
            Availability
                on the Borrowing Base (Line H minus Line I)
            
            
            $0.00K.
            Open
                Commitment
            
            
            
            
            
            
            $2,000,000.00L.
            Availability
                on the Open Commitment (Line K minus Line I)
            
            
            $2,000,000.00M.
            Total
                Availability (greater of line J or L)
            
            
            
            $2,000,000.00The
                Borrower does hereby warrant (a) the Borrowing Base Certificate and
                attached supporting documents are true and accurate, (b) no information
                has been omitted that would cause the Borrowing Base Certificate
                to be
                misleading in any material manner, (c) no significant changes have
                occurred in the Borrowing Base values since the Date Prepared, and
                (d) the
                Borrowing Base includes only those assets that are and will continue
                to be
                subject to first lien security position in favor of the Lender.On
                behalf of the Borrower, I hereby certify the information contained
                herein
                as true and complete.Show
                Me Ethanol, LLCBy:Chief
                Financial Officer




53


**EXHIBIT
      1B**





**FORM
      OF BORROWING BASE CERTIFICATE**





This
      Borrowing Base Certificate is hereby prepared and delivered in accordance with
      the terms of the Revolving Credit Agreement dated November 6, 2007 (the “Credit
      Agreement”), as may be amended from time to time, between **Show
      Me Ethanol, LLC** (the
“Borrower”), **FCS
      Financial, PCA** (the
“Administrative Agent”) and other financial lending institutions (collectively,
      the "Lenders").





For
      the
      Fiscal Period Ending:    Date
      Prepared:




























The
      Borrower does hereby warrant (a) the Borrowing Base Certificate and attached
      supporting documents are true and accurate, (b) no information has been omitted
      that would cause the Borrowing Base Certificate to be misleading in any material
      manner, (c) no significant changes have occurred in the Borrowing Base values
      since the Date Prepared, and (d) the Borrowing Base includes only those assets
      that are and will continue to be subject to first lien security position in
      favor of the and Lender.





On
      behalf
      of the Borrower, I hereby certify the information contained herein as true
      and
      complete.





SHOW
      ME
      ETHANOL, LLC





By:_________________________________


Name:


Title:






54





**EXHIBIT
      2**





**FORM
      OF REVOLVING NOTE**





55


**EXHIBIT
      4.5**





**FORM
      OF TERM LOAN INTERCREDITOR AGREEMENT**













56





**EXHIBIT
      8(a)**





**LIST
      OF CLOSING DOCUMENTS**





|1. | Credit
              Agreement
|-- | ------------------------------

|2. | $5,000,000
              Revolving Note
|-- | ---------------------------------------







57




**EXHIBIT
      9**





**COMPLIANCE
      CERTIFICATE**





Pursuant
      to Section
      9 of the
      Revolving Credit Agreement dated as of the date hereof, as the same be amended,
      replaced, restated, or supplemented from time to time (the “Credit Agreement”)
      by and between **Show
      Me Ethanol, LLC** (the
“Borrower”) and **FCS
      Financial, PCA** a
      federally Chartered instrumentality (“Lender”), the undersigned certifies to
      Lender as follows (with capitalized terms not defined herein having the meaning
      given to such terms in the Credit Agreement):





1.
            The
                financial statements of Borrower attached hereto for the fiscal month
                ending __________, 200___ (the “Financial Statements”) have been prepared
                in accordance with the requirements of Section 9 of the Credit
                Agreement.





2.
            The
                representations and warranties contained in Section 7 of the Credit
                Agreement are true and correct as or the date hereof as through made
                on
                this date.





3.
            Borrower
                is in compliance with all of the affirmative and negative covenants
                set
                forth in Sections 9 and 10 of the Credit Agreement as of the date
                hereof.  4.
            Specifically,
                as of the date of the Financial
                Statements:


a)
            Borrower’s
                Total Net Worth is required to be not less than $28,000,000.00 as
                of the
                end of each quarter end. Borrower’s actual Net Worth is as of the most
                recent fiscal quarter end $_____________. 
 b)
            Borrower’s
                Debt Service Coverage Ratio is required to be not less than 1.25
                to 1.0 as
                of the end of each fiscal month end. Borrower’s actual Debt Service
                Coverage Ratio as of the end of the most recent month end is
                _____________.





Dated
      :__________________,
      200_____





Show
      Me
      Ethanol, LLC





By:


Name:
      _____________________________________


Title:
      ______________________________________






58





SCHEDULE
      7.1





LITIGATION








None.


59


SCHEDULE
      7.2





OTHER
      AGREEMENTS








None.






60


SCHEDULE
      7.3





INTELLECTUAL
      PROPERTY








None.






61


SCHEDULE
      7.4





TITLE
      TO ASSETS








None.






62


SCHEDULE
      7.6





EXISTING
      INDEBTEDNESS








Commitment
      of F.C. Stone to finance natural gas pipeline.









63


SCHEDULE
      7.7





OTHER
      NAMES








None.


64


SCHEDULE
      7.8





SUBSIDIARIES








None.




65


SCHEDULE
      7.9





ENVIRONMENTAL
      MATTERS








None.




66


SCHEDULE
      7.10





BANK
      ACCOUNTS








FCS
      Financial - No. 1178302700 - Farm Cash Management Account







67


SCHEDULE
      8(b)(v)





PRIOR
      INDEBTEDNESS








$48,000,000
      Construction and Term Indebtedness to FCS Financial and other
      lenders.





68


SCHEDULE
      8(b)(xv)





REAL
      PROPERTY














69


SCHEDULE
      10.1





ENCUMBRANCES








Liens
      to
      F.C. Stone




70