Registration Rights Agreement


     

    Exhibit
      10.2

     

    
      REGISTRATION
        RIGHTS AGREEMENT

       

      
        REGISTRATION
          RIGHTS AGREEMENT
          (this
“Agreement”),
          dated
          as of November 3, 2006, by and among Orion Ethanol, Inc. (formerly, RTO
          Holdings, Inc.), a Nevada corporation, with headquarters located at 307
          South
          Main, Pratt, Kansas 67124 (the “Company”),
          and
          the undersigned buyers (each, a “Buyer”,
          and
          collectively, the “Buyers”).

         

        WHEREAS:

         

        A.     In
          connection with the Subscription Agreement, by and among the Company and
          the
          Buyers (the “Subscription
          Agreement”),
          the
          Company has agreed, upon the terms and subject to the conditions set forth
          in
          the Subscription Agreement, to issue and sell to each Buyer (i) senior
          convertible notes of the Company (the “Notes”),
          which
          will, among other things, be convertible into shares of the Company’s common
          stock, $0.001 par value per share (the “Common
          Stock”,
          as
          converted, the “Conversion
          Shares”)
          in
          accordance with the terms of the Notes.

         

        B.     In
          accordance with the terms of the Subscription Agreement, the Company has
          agreed
          to provide certain registration rights under the Securities Act of 1933,
          as
          amended, and the rules and regulations thereunder, or any similar successor
          statute (collectively, the “1933
          Act”),
          and
          applicable state securities laws.

         

        NOW,
          THEREFORE,
          in
          consideration of the premises and the mutual covenants contained herein
          and
          other good and valuable consideration, the receipt and sufficiency of which
          are
          hereby acknowledged, the Company and each of the Buyers hereby agree as
          follows:

         

        
          	 	
                  1.

                	
                  Definitions.

                


        

         

        Capitalized
          terms used herein and not otherwise defined herein shall have the respective
          meanings set forth in the Subscription Agreement. As used in this Agreement,
          the
          following terms shall have the following meanings:

         

        a.     “Business
          Day”
means
          any day other than Saturday, Sunday or any other day on which commercial
          banks
          in The City of New York are authorized or required by law to remain
          closed.

         

        b.     “Closing
          Date”
shall
          have the meaning set forth in the Subscription Agreement.

         

        c.     “Effective
          Date”
means
          the date the Registration Statement has been declared effective by the
          SEC.

         

        d.     “Effectiveness
          Deadline”
means
          the date which is (i) in the event that the Registration Statement is not
          subject to a review by the SEC, 180 calendar days after the Closing Date
          or (ii)
          in the event that the Registration Statement is subject to a review by
          the
          SEC,

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        240
          calendar days after the Closing Date; provided, however, that if the Company
          effects a Qualified Financing on or before a date that is 150 calendar
          days
          after the Closing Date, then the Effectiveness Deadline shall be extended
          to
          such date as the Company is required to cause any resale registration statement
          relating to securities issued in a Qualified Financing to go
          effective.

         

        e.     “Filing
          Deadline”
means
          150 calendar days after the Closing Date; provided, however, that if the
          Company
          effects a Qualified Financing on or before the end of such 150 day period,
          then
          the Filing Deadline shall be extended to such date as the Company is required
          to
          cause any resale registration statement relating to securities issued in
          a
          Qualified Financing to be filed.

         

        f.     “Investor”
means
          a
          Buyer or any transferee or assignee thereof to whom a Buyer assigns its
          rights
          under this Agreement in accordance with the requirements of the Transaction
          Documents and who agrees to become bound by the provisions of this Agreement
          in
          accordance with Section 9 and any transferee or assignee thereof to whom
          a
          transferee or assignee assigns its rights under this Agreement in accordance
          with the requirements of the Transaction Documents and who agrees to become
          bound by the provisions of this Agreement in accordance with Section
          9.

         

        g.     “Person”
means
          an individual, a limited liability company, a partnership, a joint venture,
          a
          corporation, a trust, an unincorporated organization and a government or
          any
          department or agency thereof.

         

        h.     “register,”
          “registered,”
and
          “registration”
refer
          to a registration effected by preparing and filing one or more Registration
          Statements (as defined below) in compliance with the 1933 Act and pursuant
          to
          Rule 415 and the declaration or ordering of effectiveness of such Registration
          Statement(s) by the SEC.

         

        i.     “Registrable
          Securities”
means
          (i) the Conversion Shares issued or issuable upon conversion or redemption
          of
          the Notes and (ii) any capital stock of the Company issued or issuable
          with
          respect to the Conversion Shares, as a result of any stock split, stock
          dividend, recapitalization, exchange or similar event or otherwise, without
          regard to any limitations on conversions of the Notes.

         

        j.     “Registration
          Statement”
means
          a
          registration statement or registration statements of the Company filed
          under the
          1933 Act covering the Registrable Securities.

         

        k.     “Required
          Holders”
means
          the holders of at least a majority of the Registrable Securities.

         

        l.     “Required
          Registration Amount”
means
          130% (or such lesser amount as the SEC may permit as evidenced in comments
          received to a filed Registration Statement) of the number of Conversion
          Shares
          issued and issuable pursuant to the Notes as of the trading day immediately
          preceding the applicable date of determination.

         

        m.     “Rule
          415”
means
          Rule 415 under the 1933 Act or any successor rule providing for offering
          securities on a continuous or delayed basis.

         

        
          
            
            

          

          
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        n.     “SEC”
means
          the United States Securities and Exchange Commission.

         

        
          	 	
                  2.

                	
                  Registration.

                


        

         

        a.     Mandatory
          Registration.
          On or
          before the Filing Deadline, the Company shall prepare and file with the
          SEC the
          Registration Statement on Form S-3 covering the resale of all of the Registrable
          Securities issuable upon then outstanding Securities. In the event that
          Form S-3
          is unavailable for such a registration, the Company shall use such other
          form as
          is available for such a registration on another appropriate form reasonably
          acceptable to the Required Holders, subject to the provisions of Section
          2(d).
          The Registration Statement prepared pursuant hereto shall register for
          resale at
          least the number of shares of Common Stock equal to the Required Registration
          Amount as of date the Registration Statement is initially filed with the
          SEC.
          The Registration Statement shall contain “Selling
          Stockholders”
and
          “Plan
          of Distribution”
          sections that are reasonably satisfactory to the Legal Counsel. The Company
          shall use its best efforts to have the Registration Statement declared
          effective
          by the SEC as soon as practicable, but in no event later than the Effectiveness
          Deadline. By 9:30 am on the date following the Effective Date, the Company
          shall
          file with the SEC in accordance with Rule 424 under the 1933 Act the final
          prospectus to be used in connection with sales pursuant to such Registration
          Statement.

         

        b.     Allocation
          of Registrable Securities.
          The
          initial number of Registrable Securities included in any Registration Statement
          and any increase in the number of Registrable Securities included therein
          shall
          be allocated pro rata among the Investors based on the number of Registrable
          Securities held by each Investor at the time the Registration Statement
          covering
          such initial number of Registrable Securities or increase thereof is declared
          effective by the SEC. In the event that an Investor sells or otherwise
          transfers
          any of such Investor’s Registrable Securities, each transferee shall be
          allocated a pro rata portion of the then remaining number of Registrable
          Securities included in such Registration Statement for such transferor.
          Any
          shares of Common Stock included in a Registration Statement and which remain
          allocated to any Person which ceases to hold any Registrable Securities
          covered
          by such Registration Statement shall be allocated to the remaining Investors,
          pro rata based on the number of Registrable Securities then held by such
          Investors which are covered by such Registration Statement. Other than
          securities issued in a Qualified Financing and the securities set forth
          in
Schedule
          2(b),
          in no
          event shall the Company include any securities other than Registrable Securities
          on any Registration Statement without the prior written consent of the
          Required
          Holders.

         

        c.     Legal
          Counsel.
          Subject
          to Section 5 hereof, the Required Holders shall have the right to select
          one
          legal counsel to review and oversee any registration pursuant to this Section
          2
          (“Legal
          Counsel”),
          as
          designated by the Required Holders. The Company and Legal Counsel shall
          reasonably cooperate with each other in performing the Company’s obligations
          under this Agreement.

         

        d.     Ineligibility
          for Form S-3.
          In the
          event that Form S-3 is not available for the registration of the resale
          of
          Registrable Securities hereunder, the Company shall (i) register the resale
          of
          the Registrable Securities on another appropriate form reasonably

         

        
          
            
            

          

          
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        acceptable
          to the Legal Counsel and (ii) undertake to register the Registrable Securities
          on Form S-3 as soon as such form is available, provided that the Company
          shall
          maintain the effectiveness of the Registration Statement then in effect
          until
          such time as a Registration Statement on Form S-3 covering the Registrable
          Securities has been declared effective by the SEC.

         

        e.     Sufficient
          Number of Shares Registered.
          In the
          event the number of shares available under a Registration Statement filed
          pursuant to Section 2(a) is insufficient to cover all of the Registrable
          Securities required to be covered by such Registration Statement or an
          Investor’s allocated portion of the Registrable Securities pursuant to Section
          2(b), the Company shall amend the applicable Registration Statement, or
          file a
          new Registration Statement (on the short form available therefor, if
          applicable), or both, so as to cover at least the Required Registration
          Amount
          as of the trading day immediately preceding the date of the filing of such
          amendment or new Registration Statement, in each case, as soon as practicable,
          but in any event not later than thirty (30) days after the necessity therefor
          arises. The Company shall use its best efforts to cause such amendment
          and/or
          new Registration Statement to become effective as soon as practicable following
          the filing thereof. For purposes of the foregoing provision, the number
          of
          shares available under a Registration Statement shall be deemed “insufficient to
          cover all of the Registrable Securities” if at any time the number of shares of
          Common Stock available for resale under the Registration Statement is less
          than
          the product determined by multiplying (i) the Required Registration Amount
          as of
          such time by (ii) 0.90. The calculation set forth in the foregoing sentence
          shall be made without regard to any limitations on the conversion of the
          Notes
          such calculation shall assume that the Notes are then convertible into
          shares of
          Common Stock at the then prevailing Conversion Rate (as defined in the
          Notes).

         

        f.     Effect
          of Failure to File and Obtain and Maintain Effectiveness of Registration
          Statement.
          Subject
          to Section 4(a), if (i) a Registration Statement covering all of the Registrable
          Securities required to be covered thereby and required to be filed by the
          Company pursuant to this Agreement is (A) not filed with the SEC on or
          before
          the respective Filing Deadline (a “Filing
          Failure”)
          or (B)
          not declared effective by the SEC on or before the respective Effectiveness
          Deadline (an “Effectiveness
          Failure”)
          or
          (ii) on any day after the Effective Date sales of all of the Registrable
          Securities required to be included on such Registration Statement cannot
          be made
          (other than during an Allowable Grace Period (as defined in Section 3(r))
          pursuant to such Registration Statement or otherwise (including, without
          limitation, because of a failure to keep such Registration Statement effective,
          to disclose such information as is necessary for sales to be made pursuant
          to
          such Registration Statement, to register a sufficient number of shares
          of Common
          Stock or to maintain the listing of the Common Stock) (a “Maintenance
          Failure”)
          then,
          as partial relief for the damages to any holder by reason of any such delay
          in
          or reduction of its ability to sell the underlying Shares of Common Stock
          (which
          remedy shall not be exclusive of any other remedies available at law or
          in
          equity), the Company shall pay to each holder of Registrable Securities
          relating
          to such Registration Statement an amount in cash equal to one and one-half
          percent (1.5%) of the aggregate Purchase Price (as such term is defined
          in the
          Subscription Agreement) of such Investor’s Notes relating to the Registrable
          Securities included in such Registration Statement on each of the following
          dates: (i) the day of a Filing Failure and on every thirtieth day (pro
          rated for
          periods totaling less than thirty days) after a Filing Failure until such
          Filing
          Failure is cured; (ii) the day of an Effectiveness Failure and on every
          thirtieth day (pro rated for periods totaling

         

        
          
            
            

          

          
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        less
          than
          thirty days) after an Effectiveness Failure until such Effectiveness Failure
          is
          cured; and (iii) the initial day of a Maintenance Failure and on every
          thirtieth
          day (pro rated for periods totaling less than thirty days) after a Maintenance
          Failure until such Maintenance Failure is cured; provided, however, that
          in no
          event shall the Company be liable for more than one and one-half percent
          (1.5%)
          of penalties during any thirty day period or for multiple events during
          any
          thirty day period. The payments to which a holder shall be entitled pursuant
          to
          this Section 2(g) are referred to herein as “Registration
          Delay Payments.”
          Registration Delay Payments shall accrue on the day of the Filing Failure,
          Effectiveness Failure and the initial day of a Maintenance Failure, as
          applicable, and thereafter shall accrue and be paid on the earlier of (I)
          the
          thirtieth day after the event or failure giving rise to the Registration
          Delay
          Payments has occurred and (II) the Business Day after the event or failure
          giving rise to the Registration Delay Payments is cured. Notwithstanding
          anything herein to the contrary, in no event shall the Registration Delay
          Payments exceed twelve and one-half percent (12.5%) of the aggregate Purchase
          Price for all Investors (the “Registration
          Delay Payments Cap”).
          

         

        
          	 	
                  3.

                	
                  Related
                    Obligations.

                


        

         

        At
          such
          time as the Company is obligated to file a Registration Statement with
          the SEC
          pursuant to Section 2(a), 2(d) or 2(e), the Company will use its best efforts
          to
          effect the registration of the Registrable Securities in accordance with
          the
          intended method of disposition thereof and, pursuant thereto, the Company
          shall
          have the following obligations: 

         

        a.     The
          Company shall promptly prepare and file with the SEC a Registration Statement
          with respect to the Registrable Securities and use its reasonable best
          efforts
          to cause such Registration Statement relating to the Registrable Securities
          to
          become effective as soon as practicable after such filing (but in no event
          later
          than the Effectiveness Deadline). Subject to Allowable Grace Periods, the
          Company shall keep each Registration Statement effective pursuant to Rule
          415 at
          all times until the earlier of (i) the date as of which the Investors may
          sell
          all of the Registrable Securities covered by such Registration Statement
          without
          restriction pursuant to Rule 144(k) (or any successor thereto) promulgated
          under
          the 1933 Act or (ii) the date on which the Investors shall have sold all
          of the
          Registrable Securities covered by such Registration Statement (the “Registration
          Period”).
          The
          Company shall ensure that each Registration Statement (including any amendments
          or supplements thereto and prospectuses contained therein) shall not contain
          any
          untrue statement of a material fact or omit to state a material fact required
          to
          be stated therein, or necessary to make the statements therein (in the
          case of
          prospectuses, in the light of the circumstances in which they were made)
          not
          misleading other than such information as provided in writing by Investors
          for
          use in such Registration Statement or prospectus. The term “best efforts” shall
          mean, among other things, that the Company shall submit to the SEC, within
          two
          (2) Business Days after the later of the date that (i) the Company learns
          that
          no review of a particular Registration Statement will be made by the staff
          of
          the SEC or that the staff has no further comments on a particular Registration
          Statement, as the case may be, and (ii) the approval of Legal Counsel (which
          shall not be unreasonably withheld or delayed) pursuant to Section 3(c)
          (which
          approval is immediately sought), a request for acceleration of effectiveness
          of
          such Registration Statement to a time and date not later than two (2) Business
          Days after the submission of such request.

         

        
          
            
            

          

          
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        b.     The
          Company shall prepare and file with the SEC such amendments (including
          post-effective amendments) and supplements to a Registration Statement
          and the
          prospectus used in connection with such Registration Statement, which prospectus
          is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as
          may be
          necessary to keep such Registration Statement effective at all times during
          the
          Registration Period, and, during such period, comply with the provisions
          of the
          1933 Act with respect to the disposition of all Registrable Securities
          of the
          Company covered by such Registration Statement. In the case of amendments
          and
          supplements to a Registration Statement which are required to be filed
          pursuant
          to this Agreement (including pursuant to this Section 3(b)) by reason of
          the
          Company filing a report on Form 10-QSB, Form 10-KSB or any analogous report
          under the Securities Exchange Act of 1934, as amended (the “1934
          Act”),
          the
          Company shall have incorporated such report by reference into such Registration
          Statement, if applicable, or shall file such amendments or supplements
          with the
          SEC on the same day on which the 1934 Act report is filed which created
          the
          requirement for the Company to amend or supplement such Registration
          Statement.

         

        c.     The
          Company shall (A) permit Legal Counsel and the Investors to review and
          comment
          upon (i) a Registration Statement at least three (3) Business Days prior
          to its
          filing with the SEC and (ii) all amendments and supplements to all Registration
          Statements (except for Annual Reports on Form 10-KSB, and Reports on Form
          10-QSB
          and any similar or successor reports) within a reasonable number of days
          prior
          to their filing with the SEC, and (B) not file any Registration Statement
          or
          amendment or supplement thereto in a form to which Legal Counsel or any
          Investor
          reasonably objects; provided,
          however,
          that no
          liquidated damages under Section 2 shall be due to any Investor if Legal
          Counsel
          or any Investor shall have unnecessarily objected to the filing or effectiveness
          of any Registration Statement such as to delay its filing or effectiveness.
          The
          Company shall furnish to Legal Counsel and the Investors, without charge,
          (i)
          copies of any correspondence from the SEC or the staff of the SEC to the
          Company
          or its representatives relating to any Registration Statement, to the extent
          containing information which the Company believes does not constitute material,
          nonpublic information concerning the Company and (ii) promptly after the
          same is
          prepared and filed with the SEC, one copy of any Registration Statement
          and any
          amendment(s) thereto, including financial statements and schedules, all
          documents incorporated therein by reference, if requested by an Investor
          (if not
          available pursuant to Rule 424(b)). The Company shall reasonably cooperate
          with
          Legal Counsel and the Investors in performing the Company’s obligations pursuant
          to this Section 3.

         

        d.     The
          Company shall furnish to each Investor whose Registrable Securities are
          included
          in any Registration Statement, without charge, (i) promptly after the same
          is
          prepared and filed with the SEC, at least one copy of such Registration
          Statement and any amendment(s) thereto, including financial statements
          and
          schedules, all documents incorporated therein by reference, if requested
          by an
          Investor, all exhibits and each preliminary prospectus, (ii) upon the
          effectiveness of any Registration Statement, ten (10) copies of the prospectus
          included in such Registration Statement and all amendments and supplements
          thereto (or such other number of copies as such Investor may reasonably
          request)
          and (iii) such other documents, including copies of any preliminary or
          final
          prospectus, as such Investor may reasonably request from time to time in
          order
          to facilitate the disposition of the Registrable Securities owned by such
          Investor.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        e.     The
          Company
          shall use its best efforts to (i) register and qualify, unless an exemption
          from
          registration and qualification applies, the resale by Investors of the
          Registrable Securities covered by a Registration Statement under such other
          securities or “blue sky” laws of all applicable jurisdictions in the United
          States, (ii) prepare and file in those jurisdictions, such amendments (including
          post-effective amendments) and supplements to such registrations and
          qualifications as may be necessary to maintain the effectiveness thereof
          during
          the Registration Period, (iii) take such other actions as may be necessary
          to
          maintain such registrations and qualifications in effect at all times during
          the
          Registration Period, and (iv) take all other actions reasonably necessary
          or
          advisable to qualify the Registrable Securities for sale in such jurisdictions;
          provided, however, that the Company shall not be required in connection
          therewith or as a condition thereto to (x) qualify to do business in any
          jurisdiction where it would not otherwise be required to qualify but for
          this
          Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
          or (z) file a general consent to service of process in any such jurisdiction.
          The Company shall promptly notify Legal Counsel and each Investor who holds
          Registrable Securities of the receipt by the Company of any notification
          with
          respect to the suspension of the registration or qualification of any of
          the
          Registrable Securities for sale under the securities or “blue sky” laws of any
          jurisdiction in the United States or its receipt of notice of the initiation
          or
          threatening of any proceeding for such purpose.

         

        f.     The
          Company shall notify Legal Counsel and each Investor in writing of the
          happening
          of any event, as promptly as practicable after becoming aware of such event,
          as
          a result of which the prospectus included in a Registration Statement,
          as then
          in effect, includes an untrue statement of a material fact or omission
          to state
          a material fact required to be stated therein or necessary to make the
          statements therein, in the light of the circumstances under which they
          were
          made, not misleading (provided that in no event shall such notice contain
          any
          material, nonpublic information), and, subject to Section 3(r), promptly
          prepare
          a supplement or amendment to such Registration Statement to correct such
          untrue
          statement or omission, and deliver ten (10) copies of such supplement or
          amendment to Legal Counsel and each Investor (or such other number of copies
          as
          Legal Counsel or such Investor may reasonably request). The Company shall
          also
          promptly notify Legal Counsel and each Investor in writing (i) when a prospectus
          or any prospectus supplement or post-effective amendment has been filed,
          and
          when a Registration Statement or any post-effective amendment has become
          effective (notification of such effectiveness shall be delivered to Legal
          Counsel and each Investor by facsimile or e-mail on the same day of such
          effectiveness), (ii) of any request by the SEC for amendments or supplements
          to
          a Registration Statement or related prospectus or related information,
          and (iii)
          of the Company’s determination that a post-effective amendment to a Registration
          Statement would be appropriate.

         

        g.     The
          Company shall use its best efforts to prevent the issuance of any stop
          order or
          other suspension of effectiveness of a Registration Statement, or the suspension
          of the qualification of any of the Registrable Securities for sale in any
          jurisdiction and, if such an order or suspension is issued, to obtain the
          withdrawal of such order or suspension at the earliest possible moment
          and to
          notify Legal Counsel and each Investor who holds Registrable Securities
          being
          sold of the issuance of such order and the resolution thereof or its receipt
          of
          notice of the initiation or threat of any proceeding for such
          purpose.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        h.     The
          Company shall hold in confidence and not make any disclosure of information
          concerning an Investor provided to the Company unless (i) disclosure of
          such
          information is necessary to comply with federal or state securities laws
          or the
          rules and regulations of any applicable trading market, (ii) the disclosure
          of
          such information is necessary to avoid or correct a misstatement or omission
          in
          any Registration Statement, (iii) the release of such information is ordered
          pursuant to a subpoena or other final order from a court or governmental
          body of
          competent jurisdiction, or (iv) such information has been made generally
          available to the public other than by disclosure in violation of this Agreement
          or any other agreement. The Company agrees that it shall, upon learning
          that
          disclosure of such information concerning an Investor is sought in or by
          a court
          or governmental body of competent jurisdiction or through other means,
          give
          prompt written notice to such Investor and allow such Investor, at the
          Investor’s expense, to undertake appropriate action to prevent disclosure of, or
          to obtain a protective order for, such information.

         

        i.     The
          Company shall use its best efforts either to (i) cause all of the Registrable
          Securities covered by a Registration Statement to be listed on each securities
          exchange on which securities of the same class or series issued by the
          Company
          are then listed, if any, if the listing of such Registrable Securities
          is then
          permitted under the rules of such exchange or (ii) secure the inclusion
          for
          quotation of all of the Registrable Securities on the Nasdaq National Market
          or
          (iii) if, despite the Company’s best efforts, the Company is unsuccessful in
          satisfying the preceding clauses (i) and (ii), to secure the inclusion
          for
          quotation of all of the Registrable Securities on the American Stock Exchange
          for such Registrable Securities and, without limiting the generality of
          the
          foregoing, to use its best efforts to arrange for at least two market makers
          to
          register with the National Association of Securities Dealers, Inc.
          (“NASD”)
          as
          such with respect to such Registrable Securities or (iv) if, despite the
          Company’s best efforts, the Company is unsuccessful in satisfying the preceding
          clauses (i)-(iii), to secure the inclusion for quotation of all of the
          Registrable Securities on the NASD’s OTC Bulletin Board. The Company shall pay
          all fees and expenses in connection with satisfying its obligation under
          this
          Section 3(k).

         

        j.     The
          Company shall cooperate with the Investors who hold Registrable Securities
          being
          offered and, to the extent applicable, facilitate the timely preparation
          and
          delivery of certificates (not bearing any restrictive legend) representing
          the
          Registrable Securities to be offered pursuant to a Registration Statement
          and
          enable such certificates to be in such denominations or amounts, as the
          case may
          be, as the Investors may reasonably request and registered in such names
          as the
          Investors may request.

         

        k.     If
          requested by an Investor, the Company shall (i) as soon as practicable
          incorporate in a prospectus supplement or post-effective amendment such
          information as an Investor reasonably requests to be included therein relating
          to the sale and distribution of Registrable Securities, including, without
          limitation, information with respect to the number of Registrable Securities
          being offered or sold, the purchase price being paid therefor and any other
          terms of the offering of the Registrable Securities to be sold in such
          offering;
          (ii) as soon as practicable make all required filings of such prospectus
          supplement or post-effective amendment after being notified of the matters
          to be
          incorporated in such prospectus supplement or post-effective amendment;
          and
          (iii) as soon as practicable, supplement or make amendments

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        to
          any
          Registration Statement if reasonably requested by an Investor holding any
          Registrable Securities.

         

        l.     The
          Company shall use its best efforts to cause the Registrable Securities
          covered
          by a Registration Statement to be registered with or approved by such other
          governmental agencies or authorities as may be necessary to consummate
          the
          disposition of such Registrable Securities.

         

        m.     The
          Company shall make generally available to its security holders as soon
          as
          practical, but not later than ninety (90) days after the close of the period
          covered thereby, an earnings statement (in form complying with, and in
          the
          manner provided by, the provisions of Rule 158 under the 1933 Act) covering
          a
          twelve-month period beginning not later than the first day of the Company’s
          fiscal quarter next following the effective date of a Registration
          Statement.

         

        n.     The
          Company shall otherwise use its best efforts to comply with all applicable
          rules
          and regulations of the SEC in connection with any registration
          hereunder.

         

        o.     Within
          two (2) Business Days after a Registration Statement which covers Registrable
          Securities is declared effective by the SEC, the Company shall deliver,
          and
          shall cause legal counsel for the Company to deliver, to the transfer agent
          for
          such Registrable Securities (with copies to the Investors whose Registrable
          Securities are included in such Registration Statement) confirmation that
          such
          Registration Statement has been declared effective by the SEC in a form
          that is
          reasonably satisfactory to the Legal Counsel.

         

        p.     Notwithstanding
          anything to the contrary herein, at any time after the Effective Date,
          the
          Company may delay the disclosure of material, non-public information concerning
          the Company the disclosure of which at the time is not, in the good faith
          opinion of the Board of Directors of the Company (following consultation
          with
          its counsel), in the best interest of the Company (a “Grace
          Period”);
          provided, that the Company shall promptly (i) notify the Investors in writing
          that such determination has been made (provided that in each notice the
          Company
          will not disclose the content of such material, non-public information
          to the
          Investors) and the date on which the Grace Period will begin, and (ii)
          notify
          the Investors in writing of the date on which the Grace Period ends; and,
          provided further, that during any three hundred sixty five (365) day period
          such
          Grace Periods shall not exceed an aggregate of thirty (30) days and the
          first
          day of any Grace Period must be at least two (2) trading days after the
          last day
          of any prior Grace Period (each, an “Allowable
          Grace Period”).
          For
          purposes of determining the length of a Grace Period above, the Grace Period
          shall begin on and include the date the Investors receive the notice referred
          to
          in clause (i) and shall end on and include the later of the date the Investors
          receive the notice referred to in clause (ii) and the date referred to
          in such
          notice. The provisions of Section 3(g) hereof shall not be applicable during
          the
          period of any Allowable Grace Period. Upon expiration of the Grace Period,
          the
          Company shall again be bound by the first sentence of Section 3(f) with
          respect
          to the information giving rise thereto unless such material, non-public
          information is no longer applicable. Notwithstanding anything to the contrary,
          the Company shall cause its transfer agent to deliver unlegended shares
          of
          Common Stock to a transferee of an Investor in accordance with the terms
          of the
          Subscription Agreement in connection with any sale of Registrable Securities
          with respect to which an

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        Investor
          has entered into a contract for sale and delivered a copy of the prospectus
          included as part of the applicable Registration Statement (unless an exemption
          from such prospectus delivery requirement exists) prior to the Investor’s
          receipt of the notice of a Grace Period and for which the Investor has
          not yet
          settled.

         

        
          	 	
                  4.

                	
                  Obligations
                    of the Investors.

                


        

         

        a.     At
          least
          five (5) Business Days prior to the first anticipated filing date of a
          Registration Statement, the Company shall notify each Investor in writing
          of the
          information the Company requires from each such Investor if such Investor
          elects
          to have any of such Investor’s Registrable Securities included in such
          Registration Statement. It shall be a condition precedent to the obligations
          of
          the Company to complete the registration pursuant to this Agreement with
          respect
          to the Registrable Securities of a particular Investor (and to the Company’s
          liability for damages under Section 2(f) to such Investor) that such Investor
          shall furnish to the Company a completed and updated “Selling Stockholder
          Questionnaire,” in a form reasonably satisfactory to Legal Counsel, and such
          other information regarding itself, the Registrable Securities held by
          it and
          the intended method of disposition of the Registrable Securities held by
          it as
          shall be reasonably required to effect the effectiveness of the registration
          of
          such Registrable Securities and shall execute such documents in connection
          with
          such registration as the Company may reasonably request.

         

        b.     Each
          Investor, by such Investor’s acceptance of the Registrable Securities, agrees to
          cooperate with the Company as reasonably requested by the Company in connection
          with the preparation and filing of any Registration Statement hereunder,
          unless
          such Investor has notified the Company in writing of such Investor’s election to
          exclude all of such Investor’s Registrable Securities from such Registration
          Statement.

         

        c.     Each
          Investor agrees that, upon receipt of any notice from the Company of the
          happening of any event of the kind described in Section 3(g) or the first
          sentence of 3(f), such Investor will immediately discontinue disposition
          of
          Registrable Securities pursuant to any Registration Statement(s) covering
          such
          Registrable Securities until such Investor’s receipt of the copies of the
          supplemented or amended prospectus contemplated by Section 3(g) or the
          first
          sentence of 3(f) or receipt of notice that no supplement or amendment is
          required. Notwithstanding anything to the contrary, the Company shall cause
          its
          transfer agent to deliver unlegended shares of Common Stock to a transferee
          of
          an Investor in accordance with the terms of the Subscription Agreement
          in
          connection with any sale of Registrable Securities with respect to which
          an
          Investor has entered into a contract for sale prior to the Investor’s receipt of
          a notice from the Company of the happening of any event of the kind described
          in
          Section 3(g) or the first sentence of 3(f) and for which the Investor has
          not
          yet settled.

         

        d.     Each
          Investor covenants and agrees that it will comply with the prospectus delivery
          requirements of the 1933 Act as applicable to it or an exemption therefrom
          in
          connection with sales of Registrable Securities pursuant to the Registration
          Statement.

         

        
          	 	
                  5.

                	
                  Expenses
                    of Registration.

                


        

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        All
          reasonable expenses, other than underwriting discounts and commissions,
          incurred
          in connection with registrations, filings or qualifications pursuant to
          Sections
          2 and 3, including, without limitation, all registration, listing and
          qualifications fees, printers and accounting fees, and fees and disbursements
          of
          counsel for the Company shall be paid by the Company. 

         

        
          	 	
                  6.

                	
                  Indemnification.

                


        

         

        In
          the
          event any Registrable Securities are included in a Registration Statement
          under
          this Agreement:

         

        a.     To
          the
          fullest extent permitted by law, the Company will, and hereby does, indemnify,
          hold harmless and defend each Investor, the directors, officers, members,
          partners, employees, agents, representatives of, and each Person, if any,
          who
          controls any Investor within the meaning of the 1933 Act or the 1934 Act
          (each,
          an “Indemnified
          Person”),
          against any losses, claims, damages, liabilities, judgments, fines, penalties,
          charges, costs, reasonable attorneys’ fees, amounts paid in settlement or
          expenses, joint or several, (collectively, “Claims”)
          incurred in investigating, preparing or defending any action, claim, suit,
          inquiry, proceeding, investigation or appeal taken from the foregoing by
          or
          before any court or governmental, administrative or other regulatory agency,
          body or the SEC, whether pending or threatened, whether or not an indemnified
          party is or may be a party thereto (“Indemnified
          Damages”),
          to
          which any of them may become subject insofar as such Claims (or actions
          or
          proceedings, whether commenced or threatened, in respect thereof) arise
          out of
          or are based upon: (i) any untrue statement or alleged untrue statement
          of a
          material fact in a Registration Statement or any post-effective amendment
          thereto or in any filing made in connection with the qualification of the
          offering under the securities or other “blue sky” laws of any jurisdiction in
          which Registrable Securities are offered (“Blue
          Sky Filing”),
          or
          the omission or alleged omission to state a material fact required to be
          stated
          therein or necessary to make the statements therein not misleading, (ii)
          any
          untrue statement or alleged untrue statement of a material fact contained
          in any
          preliminary prospectus if used prior to the effective date of such Registration
          Statement, or contained in the final prospectus (as amended or supplemented,
          if
          the Company files any amendment thereof or supplement thereto with the
          SEC) or
          the omission or alleged omission to state therein any material fact necessary
          to
          make the statements made therein, in the light of the circumstances under
          which
          the statements therein were made, not misleading, (iii) any violation or
          alleged
          violation by the Company of the 1933 Act, the 1934 Act, any other law,
          including, without limitation, any state securities law, or any rule or
          regulation thereunder relating to the offer or sale of the Registrable
          Securities pursuant to a Registration Statement or (iv) any violation of
          this
          Agreement by the Company (the matters in the foregoing clauses (i) through
          (iv)
          being, collectively, “Violations”).
          Subject to Section 6(c), the Company shall reimburse the Indemnified Persons,
          promptly as such expenses are incurred and are due and payable, for any
          legal
          fees or other reasonable expenses incurred by them in connection with
          investigating or defending any such Claim. Notwithstanding anything to
          the
          contrary contained herein, the indemnification agreement contained in this
          Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising
          out of or based upon a Violation which occurs in reliance upon and in conformity
          with information furnished in writing to the Company by such Indemnified
          Person
          for such Indemnified Person expressly for use in connection with the preparation
          of the Registration Statement or any such amendment thereof or supplement
          thereto,

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        if
          such
          prospectus was timely made available by the Company pursuant to Section
          3(d) and
          (ii) shall not apply to amounts paid in settlement of any Claim if such
          settlement is effected without the prior written consent of the Company,
          which
          consent shall not be unreasonably withheld or delayed. Such indemnity shall
          remain in full force and effect regardless of any investigation made by
          or on
          behalf of the Indemnified Person and shall survive the transfer of the
          Registrable Securities by the Investors pursuant to Section 9.

         

        b.     In
          connection with any Registration Statement in which an Investor is
          participating, each such Investor agrees to severally and not jointly indemnify,
          hold harmless and defend, to the same extent and in the same manner as
          is set
          forth in Section 6(a), the Company, each of its directors, each of its
          officers
          who signs the Registration Statement and each Person, if any, who controls
          the
          Company within the meaning of the 1933 Act or the 1934 Act (each, an
“Indemnified
          Party”),
          against any Claim or Indemnified Damages to which any of them may become
          subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
          Claim or
          Indemnified Damages arise out of or are based upon any Violation, in each
          case
          to the extent, and only to the extent, that such Violation occurs in reliance
          upon and in conformity with written information furnished to the Company
          by such
          Investor expressly for use in connection with such Registration Statement;
          and,
          subject to Section 6(c), such Investor will reimburse any legal or other
          expenses reasonably incurred by an Indemnified Party in connection with
          investigating or defending any such Claim; provided, however, that the
          indemnity
          agreement contained in this Section 6(b) and the agreement with respect
          to
          contribution contained in Section 7 shall not apply to amounts paid in
          settlement of any Claim if such settlement is effected without the prior
          written
          consent of such Investor, which consent shall not be unreasonably withheld
          or
          delayed; provided, further, however, that the Investor shall be liable
          under
          this Section 6(b) for only that amount of a Claim or Indemnified Damages
          as does
          not exceed the net proceeds to such Investor as a result of the sale of
          Registrable Securities pursuant to such Registration Statement. Such indemnity
          shall remain in full force and effect regardless of any investigation made
          by or
          on behalf of such Indemnified Party and shall survive the transfer of the
          Registrable Securities by the Investors pursuant to Section 9.

         

        c.     Promptly
          after receipt by an Indemnified Person or Indemnified Party under this
          Section 6
          of notice of the commencement of any action or proceeding (including any
          governmental action or proceeding) involving a Claim, such Indemnified
          Person or
          Indemnified Party shall, if a Claim in respect thereof is to be made against
          any
          indemnifying party under this Section 6, deliver to the indemnifying party
          a
          written notice of the commencement thereof, and the indemnifying party
          shall
          have the right to participate in, and, to the extent the indemnifying party
          so
          desires, jointly with any other indemnifying party similarly noticed, to
          assume
          control of the defense thereof with counsel mutually satisfactory to the
          indemnifying party and the Indemnified Person or the Indemnified Party,
          as the
          case may be; provided, however, that an Indemnified Person or Indemnified
          Party
          shall have the right to retain its own counsel with the fees and expenses
          of not
          more than one counsel for such Indemnified Person or Indemnified Party
          to be
          paid by the indemnifying party, if, in the reasonable opinion of counsel
          retained by the indemnifying party, the representation by such counsel
          of the
          Indemnified Person or Indemnified Party and the indemnifying party would
          be
          inappropriate due to actual or potential differing interests between such
          Indemnified Person or Indemnified Party and any other party represented
          by such
          counsel in such proceeding. In the case of an Indemnified Person, legal
          counsel
          referred to in the immediately preceding sentence shall be

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        selected
          by the Investors holding at least a majority in interest of the Registrable
          Securities included in the Registration Statement to which the Claim relates.
          The Indemnified Party or Indemnified Person shall cooperate fully with
          the
          indemnifying party in connection with any negotiation or defense of any
          such
          action or Claim by the indemnifying party and shall furnish to the indemnifying
          party all information reasonably available to the Indemnified Party or
          Indemnified Person which relates to such action or Claim. The indemnifying
          party
          shall keep the Indemnified Party or Indemnified Person reasonably apprised
          at
          all times as to the status of the defense or any settlement negotiations
          with
          respect thereto. No indemnifying party shall be liable for any settlement
          of any
          action, claim or proceeding effected without its prior written consent,
          provided, however, that the indemnifying party shall not unreasonably withhold,
          delay or condition its consent. No indemnifying party shall, without the
          prior
          written consent of the Indemnified Party or Indemnified Person, consent
          to entry
          of any judgment or enter into any settlement or other compromise which
          does not
          include as an unconditional term thereof the giving by the claimant or
          plaintiff
          to such Indemnified Party or Indemnified Person of a release from all liability
          in respect to such Claim or litigation, and such settlement shall not include
          any admission as to fault on the part of the Indemnified Party. Following
          indemnification as provided for hereunder, the indemnifying party shall
          be
          subrogated to all rights of the Indemnified Party or Indemnified Person
          with
          respect to all third parties, firms or corporations relating to the matter
          for
          which indemnification has been made. The failure to deliver written notice
          to
          the indemnifying party within a reasonable time of the commencement of
          any such
          action shall not relieve such indemnifying party of any liability to the
          Indemnified Person or Indemnified Party under this Section 6, except to
          the
          extent that the indemnifying party is prejudiced in its ability to defend
          such
          action.

         

        d.     The
          indemnification required by this Section 6 shall be made by periodic payments
          of
          the amount thereof during the course of the investigation or defense, as
          and
          when bills are received or Indemnified Damages are incurred.

         

        e.     The
          indemnity agreements contained herein shall be in addition to (i) any cause
          of
          action or similar right of the Indemnified Party or Indemnified Person
          against
          the indemnifying party or others, and (ii) any liabilities the indemnifying
          party may be subject to pursuant to the law.

         

        
          	 	
                  7.

                	
                  Contribution.

                


        

         

        To
          the
          extent any indemnification by an indemnifying party is prohibited or limited
          by
          law, the indemnifying party agrees to make the maximum contribution with
          respect
          to any amounts for which it would otherwise be liable under Section 6 to
          the
          fullest extent permitted by law; provided, however, that: (i) no contribution
          shall be made under circumstances where the maker would not have been liable
          for
          indemnification under the fault standards set forth in Section 6 of this
          Agreement, (ii) no Person involved in the sale of Registrable Securities,
          which
          Person is guilty of fraudulent misrepresentation (within the meaning of
          Section
          11(f) of the 1933 Act) in connection with such sale, shall be entitled
          to
          contribution from any Person involved in such sale of Registrable Securities
          who
          was not guilty of fraudulent misrepresentation; and (iii) contribution
          by any
          seller of Registrable Securities shall be limited in amount to the net
          amount of
          proceeds received by such seller from the sale of such Registrable Securities
          pursuant to such Registration Statement.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  8.

                	
                  Reports
                    Under the 1934 Act.

                


        

         

        With
          a
          view to making available to the Investors the benefits of Rule 144 promulgated
          under the 1933 Act or any other similar rule or regulation of the SEC that
          may
          at any time permit the Investors to sell securities of the Company to the
          public
          without registration (“Rule
          144”),
          the
          Company agrees to:

         

        a.     make
          and
          keep public information available, as those terms are understood and defined
          in
          Rule 144;

         

        b.     file
          with
          the SEC in a timely manner all reports and other documents required of
          the
          Company under the 1933 Act and the 1934 Act so long as the Company remains
          subject to such requirements and the filing of such reports and other documents
          is required for the applicable provisions of Rule 144; and

         

        c.     furnish
          to each Investor so long as such Investor owns Registrable Securities,
          promptly
          upon request, (i) a written statement by the Company, if true, that it
          has
          complied with the reporting requirements of Rule 144, the 1933 Act and
          the 1934
          Act, (ii) a copy of the most recent annual report of the Company and such
          other
          reports and documents so filed by the Company (but only if such reports
          are not
          publicly available on the EDGAR system), and (iii) such other information
          as may
          be reasonably requested to permit the Investors to sell such securities
          pursuant
          to Rule 144 without registration.

         

        
          	 	
                  9.

                	
                  Assignment
                    of Registration Rights.

                


        

         

        The
          rights under this Agreement shall be automatically assignable by the Investors
          to any transferee of all or any portion of such Investor’s Registrable
          Securities if: (i) the Investor agrees in writing with the transferee or
          assignee to assign such rights, and a copy of such agreement is furnished
          to the
          Company within a reasonable time after such assignment; (ii) the Company
          is,
          within a reasonable time after such transfer or assignment, furnished with
          written notice of (a) the name and address of such transferee or assignee,
          and
          (b) the securities with respect to which such registration rights are being
          transferred or assigned; (iii) immediately following such transfer or assignment
          the further disposition of such securities by the transferee or assignee
          is
          restricted under the 1933 Act or applicable state securities laws; (iv)
          at or
          before the time the Company receives the written notice contemplated by
          clause
          (ii) of this sentence the transferee or assignee agrees in writing with
          the
          Company to be bound by all of the provisions contained herein; and (v)
          such
          transfer shall have been made in accordance with the applicable requirements
          of
          the Subscription Agreement.

         

        
          	 	
                  10.

                	
                  Amendment
                    of Registration Rights; Automatic Termination of Agreement.

                


        

         

        a.     Provisions
          of this Agreement may be amended and the observance thereof may be waived
          (either generally or in a particular instance and either retroactively
          or
          prospectively), only with the written consent of the Company and the Required
          Holders. Any amendment or waiver effected in accordance with this Section
          10
          shall be binding upon each Investor and the Company. No such amendment
          shall be
          effective to the extent that it applies to less than all of the holders
          of the
          Registrable Securities. No consideration shall be offered or paid to any
          Person
          to amend or consent to a waiver or modification of any provision of any
          of

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        this
          Agreement unless the same consideration also is offered to all of the parties
          to
          this Agreement. 

         

        b.     If
          a
          Qualified Financing occurs on or before the 150th
          day
          after the Closing Date and in connection with such Qualified Financing
          the
          Investors enter into a separate agreement relating to the registration
          of the
          Registrable Securities, then this Agreement shall automatically terminate
          and
          the obligations of the parties hereunder shall automatically cease and
          such
          other agreement shall supersede this Agreement.

         

        
          	 	
                  11.

                	
                  Miscellaneous.

                


        

         

        a.    A
          Person
          is deemed to be a holder of Registrable Securities whenever such Person
          owns or
          is deemed to own of record such Registrable Securities. If the Company
          receives
          conflicting instructions, notices or elections from two or more Persons
          with
          respect to the same Registrable Securities, the Company shall act upon
          the basis
          of instructions, notice or election received from the such record owner
          of such
          Registrable Securities.

         

        b.    Any
          notices, consents, waivers or other communications required or permitted
          to be
          given under the terms of this Agreement must be in writing and will be
          deemed to
          have been delivered: (i) upon receipt, when delivered personally; (ii) upon
          receipt, when sent by facsimile (provided confirmation of transmission
          is
          mechanically or electronically generated and kept on file by the sending
          party);
          or (iii) one Business Day after deposit with a nationally recognized overnight
          delivery service, in each case properly addressed to the party to receive
          the
          same. The addresses and facsimile numbers for such communications shall
          be:

         

        If
          to the
          Company:

         

        Orion
          Ethanol, Inc.

        307
          South
          Main

        Pratt,
          Kansas 67124

        Telephone:
          (620) 672-2814

        Facsimile:
          (620) 672-3142

        Attention:
          Chief Financial Officer

         

        With
          a
          copy (which shall not constitute notice) to:

         

        Thelen
          Reid & Priest LLP

        701
          Eighth Street, NW

        Washington,
          DC 20001

        Telephone:
          (202) 508-4281

        Facsimile:
          (202) 654-1804

        Attention:
          Louis A. Bevilacqua, Esq.

         

        If
          to a
          Buyer, to its address and facsimile number set forth on the signature page
          of
          the Subscription Agreement, or to such other address and/or facsimile number
          and/or to the attention of such other Person as the recipient party has
          specified by written notice given to each other

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        party
          five (5) days prior to the effectiveness of such change. Written confirmation
          of
          receipt (A) given by the recipient of such notice, consent, waiver or other
          communication, (B) mechanically or electronically generated by the sender’s
          facsimile machine containing the time, date, recipient facsimile number
          and an
          image of the first page of such transmission or (C) provided by a courier
          or
          overnight courier service shall be rebuttable evidence of personal service,
          receipt by facsimile or receipt from a nationally recognized overnight
          delivery
          service in accordance with clause (i), (ii) or (iii) above,
          respectively.

         

        c.    Failure
          of any party to exercise any right or remedy under this Agreement or otherwise,
          or delay by a party in exercising such right or remedy, shall not operate
          as a
          waiver thereof.

         

        d.    All
          questions concerning the construction, validity, enforcement and interpretation
          of this Agreement shall be governed by the internal laws of the State of
          New
          York, without giving effect to any choice of law or conflict of law provision
          or
          rule (whether of the State of New York or any other jurisdictions) that
          would
          cause the application of the laws of any jurisdictions other than the State
          of
          New York. Each party hereby irrevocably submits to the exclusive jurisdiction
          of
          the state and federal courts sitting in The City of New York, Borough of
          Manhattan, for the adjudication of any dispute hereunder or in connection
          herewith or with any transaction contemplated hereby or discussed herein,
          and
          hereby irrevocably waives, and agrees not to assert in any suit, action
          or
          proceeding, any claim that it is not personally subject to the jurisdiction
          of
          any such court, that such suit, action or proceeding is brought in an
          inconvenient forum or that the venue of such suit, action or proceeding
          is
          improper. Each party hereby irrevocably waives personal service of process
          and
          consents to process being served in any such suit, action or proceeding
          by
          mailing a copy thereof to such party at the address for such notices to
          it under
          this Agreement and agrees that such service shall constitute good and sufficient
          service of process and notice thereof. Nothing contained herein shall be
          deemed
          to limit in any way any right to serve process in any manner permitted
          by law.
          If any provision of this Agreement shall be invalid or unenforceable in
          any
          jurisdiction, such invalidity or unenforceability shall not affect the
          validity
          or enforceability of the remainder of this Agreement in that jurisdiction
          or the
          validity or enforceability of any provision of this Agreement in any other
          jurisdiction. EACH
          PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
          REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
          IN
          CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
          CONTEMPLATED HEREBY.

         

        e.    This
          Agreement, the other Transaction Documents (as defined in the Securities
          Purchase Agreement) and the instruments referenced herein and therein constitute
          the entire agreement among the parties hereto with respect to the subject
          matter
          hereof and thereof. There are no restrictions, promises, warranties or
          undertakings, other than those set forth or referred to herein and therein.
          This
          Agreement, the other Transaction Documents and the instruments referenced
          herein
          and therein supersede all prior agreements and understandings among the
          parties
          hereto with respect to the subject matter hereof and thereof.

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        f.    Subject
          to the requirements of Section 9, this Agreement shall inure to the benefit
          of
          and be binding upon the permitted successors and assigns of each of the
          parties
          hereto.

         

        g.    The
          headings in this Agreement are for convenience of reference only and shall
          not
          limit or otherwise affect the meaning hereof.

         

        h.    This
          Agreement may be executed in identical counterparts, each of which shall
          be
          deemed an original but all of which shall constitute one and the same agreement.
          This Agreement, once executed by a party, may be delivered to the other
          party
          hereto by facsimile transmission of a copy of this Agreement bearing the
          signature of the party so delivering this Agreement.

         

        i.    Each
          party shall do and perform, or cause to be done and performed, all such
          further
          acts and things, and shall execute and deliver all such other agreements,
          certificates, instruments and documents, as any other party may reasonably
          request in order to carry out the intent and accomplish the purposes of
          this
          Agreement and the consummation of the transactions contemplated
          hereby.

         

        j.    All
          consents and other determinations required to be made by the Investors
          pursuant
          to this Agreement shall be made, unless otherwise specified in this Agreement,
          by the Required Holders.

         

        k.    The
          language used in this Agreement will be deemed to be the language chosen
          by the
          parties to express their mutual intent and no rules of strict construction
          will
          be applied against any party.

         

        l.    This
          Agreement is intended for the benefit of the parties hereto and their respective
          permitted successors and assigns, and is not for the benefit of, nor may
          any
          provision hereof be enforced by, any other Person.

         

        m.    The
          obligations of each Buyer hereunder are several and not joint with the
          obligations of any other Buyer, and no provision of this Agreement is intended
          to confer any obligations on any Buyer vis-à-vis any other Buyer. Nothing
          contained herein, and no action taken by any Buyer pursuant hereto, shall
          be
          deemed to constitute the Buyers as a partnership, an association, a joint
          venture or any other kind of entity, or create a presumption that the Buyers
          are
          in any way acting in concert or as a group with respect to such obligations
          or
          the transactions contemplated herein.

         

        [Signature
          Page Follows]

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF,
          each
          Buyer and the Company have caused their respective signature page to this
          Registration Rights Agreement to be duly executed as of the date first
          written
          above.

         

        

          
            	 	
                    COMPANY:

ORION
                      ETHANOL, INC.

                     

                     

                  
	 	
                    By:

                  	
                    /s/Timothy
                      C. Barker

                  
	 	 	
                    Name:
                      Timothy C. Barker

                    Title:
                      EVP-Devlopment

                  


          

        

      

       

      
        
          
            
              
              

            

            
              18

              
                

              

            

            
              
              

            

          

        

         

        IN
          WITNESS WHEREOF,
          each
          Buyer and the Company have caused their respective signature page to this
          Registration Rights Agreement to be duly executed as of the date first
          written
          above.

         

        
          
            	 	 	
                    BUYERS:

                     

                    /s/Chet
                      Morrison

                  
	 	 	
                     

                    /s/Edwin
                      B.
                      Young

                  


          

          
            	 	 	
                     

                    /s/
                      Gary C.
                      Evans

                  
	 	 	
                     

                    /s/
                      David S.
                      Krueger

                  


          

          
            	 	 	
                     

                    /s/
                      Joseph L.
                      Meibergen

                  
	 	 	
                     

                    /s/
                      David and
                      Stephanie Kenkel

                  
	 	 	
                     

                    /s/
                      Hugh C.
                      Uhalt

                  
	 	 	
                     

                    /s/
                      Wayne C.
                      Ducote

                  
	 	 	
                     

                    /s/
                      David L.
                      Ducote

                  


          

          
            	 	 	
                     

                    /s/
                      Paxton
                      White

                  
	 	 	
                     

                    /s/
                      Evans
                      White

                  
	 	 	
                     

                    /s/
                      Joel A.
                      Dondis

                  


          

          
            
              	 	 	
                       

                      DOC
                        Investments, LLC

                       

                    
	 	
                      By:

                    	
                      /s/
                        Danny
                        Conwill

                    
	 	 	
                      President/Managing
                        Member

                    
	 	 	
                       

                      DOC
                        Investment No. 2, LLC

                       

                    
	 	
                      By:

                    	
                      /s/
                        Danny
                        Conwill

                    
	 	 	
                      President/Managing
                        Member

                    


            

            
              
                	 	 	
                         

                        HB
                          Partners,
                          L.L.C.

                         

                      
	 	
                        By:

                      	
                        /s/
                          Timothy
                          W. Buyce

                      
	 	 	
                        Vice
                          President

                      


              

            

          

          
            
              	 	 	
                       

                      West
                        Coast
                        Opportunity Fund, LLC

                       

                    
	 	
                      By:

                    	
                      /s/
                        Atticus
                        Lowe

                    
	 	 	
                      Vice
                        President

                    
	 	 	
                       

                      Iwanta
                        Oil,
                        LLC

                       

                    
	 	
                      By:

                    	
                      /s/
                        Michael
                        B. White

                    
	 	 	
                      Managing
                        Partner

                    


            

          

          
            	 	 	
                     

                    R.E.
                      Trust

                     

                  
	 	
                     

                  	
                    /s/ 

                  
	 	 	
                     

                  


          

        

      

      
        
          	 	 	
                   

                  E.I.G.
                    LLC

                   

                
	 	
                  By:

                	
                  /s/
                    Jerry
                    Rafferty

                
	 	 	
                  Authorized
                    Agent

                


        

         

      

      
        
          
          

        

        
          19