EXECUTION COPY
                                                                 EXHIBIT 10.6


                                OPTION AGREEMENT

     This OPTION AGREEMENT is dated October 14, 2005 (this "Agreement"),  by and
among  Snake  River  Sugar  Company,  an  Oregon  cooperative  corporation  (the
"Company"), Valhi, Inc., a Delaware corporation ("Valhi") and the holders of the
Company's  7.61% Senior Notes due September 30, 2012, as the same may be amended
from  time to time  (the  "Senior  Notes")  whose  names  are set  forth  on the
signature page of this Agreement (the "Noteholders").


                                    RECITALS

FIn connection  with the  Noteholders'  acquisition of certain Senior Notes from
the  Company  pursuant  to the terms of a Note  Purchase  Agreement  dated as of
October 17, 2005 among Northwest Farm Credit Services, FLCA, both as a purchaser
and as agent  on  behalf  of all of the  purchasers  (the  "Agent"),  the  other
purchasers  named therein and the Company,  as the same may be amended from time
to time (the "Note  Purchase  Agreement"),  the  Noteholders  have  collectively
agreed to grant Valhi the right to acquire the Senior Notes owned or held by the
Noteholders  (the "Option  Notes"),  pursuant to and on the terms and conditions
set forth in this  Agreement.  The execution and delivery of this Agreement is a
condition to the effectiveness of the Note Purchase Agreement.

     Now,  therefore,  in  consideration of the foregoing and for other good and
sufficient consideration,  receipt of which is hereby acknowledged,  the parties
agree as follows:

     1. Grant of Option. The Noteholders  hereby  collectively grant to Valhi an
irrevocable  option (the  "Option") to purchase all but not less than all of the
Option  Notes  (including  any  principal,  interest or other  amounts  owing to
Noteholders from the Company in respect of the Option Notes). The exercise price
of the Option (the "Exercise Price") shall be an amount in cash equal to the sum
of (i) the principal  outstanding on the Option Notes, (ii) all accrued interest
on the Option Notes,  (iii) an amount equal to the sum of the Make Whole Amounts
and  Cost  Reimbursement  Amounts  (as  each are  defined  in the Note  Purchase
Agreement) related to the Option Notes and which would be required to be paid by
the Company upon a voluntary  prepayment of the Option Notes, and (iv) an amount
equal to any other  amounts  which  would be  required to be paid by the Company
pursuant  to  Article  III of  the  Note  Purchase  Agreement  upon a  voluntary
prepayment  of the Option Notes , in each case as of the closing  referred to in
Section 3.

     2.  Exercise of Option.  The Option may be  exercised by Valhi in whole and
not in part at any  time  after  the  date of  this  Agreement,  subject  to the
condition that, prior to or concurrently  with such exercise,  Valhi acquire all
Senior Notes issued by the Company pursuant to the Note Purchase  Agreement.  If
Valhi  wishes to exercise the Option,  Valhi shall send a written  notice to the
Agent on behalf of the  Noteholders  and to the Company  specifying the Exercise
Price and the place,  date and time (but not earlier  than 10 Business  Days (as
defined in the Note Purchase  Agreement) from the date such notice is given) for
the closing of such purchase.  The parties'  obligations in connection  with the
exercise  of  the  Option  are  subject  to  compliance  with  applicable  legal
requirements.  Upon request of Valhi, the Company shall promptly take all action
required to effect the exercise of the Option  (including  certifying  to Valhi,
upon request, information concerning the outstanding principal, accrued interest
and applicable Make Whole Amount of the Option Notes,  any defaults or events of
default under the Senior Notes and any other information requested).

     3. Closing of the Option and Transfer of the Option  Notes.  At the closing
of the  exercise of the Option  pursuant to this  Agreement,  Noteholders  shall
deliver to the Company the Option Notes,  in proper form for  transfer,  and the
Company  will issue a new Senior  Note to Valhi in the  principal  amount of the
Senior Notes being purchased.  At such closing,  Valhi will purchase and pay for
the Option Notes being purchased from  Noteholders by wire transfer to the Agent
on behalf of the Noteholders of cash in an amount equal to the Exercise Price.

     4.  Representations  and Warranties of Valhi. Valhi represents and warrants
to Noteholders that (a) Valhi is a corporation duly organized,  validly existing
and in good  standing  under  the  laws of the  State  of  Delaware  and has the
requisite  corporate  power to enter into and perform this  Agreement;  (b) this
Agreement has been duly authorized by all necessary corporate action on the part
of Valhi;  (c) Valhi is not subject to or obligated  under any  provision of (i)
its  Certificate  of  Incorporation  or By-Laws,  (ii) any  contract,  (iii) any
license,  franchise or permit or (iv) any law,  regulation,  order,  judgment or
decree,  which would be breached or  violated  by its  execution,  delivery  and
performance of this  Agreement and the  consummation  by it of the  transactions
contemplated  hereby, other than any such breaches or violations which will not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
consummation of the transactions contemplated hereby, and (d) any acquisition of
the Option Notes pursuant to the terms and conditions of this Agreement shall be
for Valhi's own account and not with a view to distribution of the Option Notes.
No authorization, consent or approval of, or filing with, any public body, court
or authority is necessary for the execution,  delivery and  performance by Valhi
of  the   transactions   contemplated  by  this   Agreement,   except  for  such
authorizations,  consents,  approvals  and  filings  as to which the  failure to
obtain or make  would not,  individually  or in the  aggregate,  have a material
adverse effect on the  consummation  of the  transactions  contemplated  by this
Agreement.

     5.   Representations   and  Warranties  of  Noteholders.   Each  Noteholder
represents  and  warrants  to Valhi that (a) such  Noteholder  is an entity duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its  organization  and has the requisite power to enter into and
perform this  Agreement;  (b) this  Agreement  has been duly  authorized  by all
necessary  corporate action on the part of such Noteholder;  (c) such Noteholder
is not subject to or obligated  under any  provision  of (i) its  organizational
documents, (ii) any contract, (iii) any license, franchise or permit or (iv) any
law, regulation,  order, judgment or decree, which would be breached or violated
by  its  execution,   delivery  and   performance  of  this  Agreement  and  the
consummation by it of the transactions  contemplated hereby, other than any such
breaches or violations which will not, individually or in the aggregate,  have a
material  adverse effect on the  consummation of the  transactions  contemplated
hereby;  and (d) when its Option  Note(s) are  delivered by such  Noteholder  to
Valhi upon  exercise  of the Option and  payment  of the  Exercise  Price,  such
Noteholder  will  deliver  good,  legal  and  valid  title in and to its  Option
Note(s), free and clear of any claims, liens,  encumbrances,  security interests
and  charges  of any  nature  whatsoever  (other  than any such  claims,  liens,
encumbrances,  security interests and charges created by Valhi). Each Noteholder
further  represents  and  warrants  that as of the  date of this  Agreement,  no
authorization, consent or approval of, or filing with, any public body, court or
authority is necessary  for the  execution,  delivery  and  performance  by such
Noteholder  of  this  Agreement,  except  for  such  authorizations,   consents,
approvals  and  filings  as to which the  failure  to obtain or make  would not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
consummation of the transactions contemplated by this Agreement. Notwithstanding
the foregoing, each Noteholder makes no representation or warranty regarding the
applicability of any federal or state securities laws or regulations, or whether
the application of such laws or regulations would prohibit,  place  restrictions
on,  or  require  authorization  of any the  transactions  contemplated  by this
Agreement.

     6. Legend.  Upon execution of this  Agreement,  the Company and Noteholders
shall place the following legend in a conspicuous place on the Option Notes:

"This  Note is  subject  to the  terms and  conditions  of that  certain  Option
Agreement dated October 14, 2005, by and between the issuer, Valhi, Inc. and the
holder of this Note."

     7.  Amendment;  Assignment.  This  Agreement may not be modified,  amended,
altered or  supplemented  except by a writing  signed by Valhi and  Noteholders.
Each of the provisions of this Agreement  shall be binding upon  Noteholders and
its  successors  and  assigns.  Valhi  may  not  assign  any  of its  rights  or
obligations  under this Agreement (other than to any affiliate of Valhi) without
the prior written consent of Noteholders.

     8. Notices. All notices, requests, claims, demands and other communications
hereunder  shall be in  writing  and shall be given  (and,  except as  otherwise
provided in this Agreement, shall be deemed to have been duly given if so given)
if delivered in person, by cable, telegram,  facsimile, or sent by registered or
certified mail (postage  prepaid,  return  receipt  requested) to the respective
parties as follows:

If to Noteholders (at the addresses specified on Schedule I to this Agreement)

If to Valhi:
Valhi, Inc.
Three Lincoln Centre, Suite 1700,
5430 LBJ Freeway,
Dallas, Texas 75240
Attn: General Counsel


<PAGE>



If to the Company:
Snake River Sugar Company
3184 Elder Street
Boise, Idaho  83705
Attn: General Counsel

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance  herewith,  except that notices of change of address shall
only be effective upon receipt.

     9.   Counterparts.   This   Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall be deemed to be an original, but each of which
together shall constitute one and the same document.

     10.  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with the internal laws of the State of  Washington,  without  giving
effect to the principles of conflicts of laws thereof.

     11.  Binding  Effect.  This Agreement  shall be binding upon,  inure to the
benefit  of,  and  be  enforceable  by  the  heirs,  personal   representatives,
successors and assigns of the parties hereto.  Nothing  expressed or referred to
in this  Agreement  is intended or shall be  construed  to give any person other
than  the  parties  to this  Agreement,  or  their  respective  heirs,  personal
representatives,  successors or assigns, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.

     12. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties hereto with respect to the subject matter hereof.

     13. Termination.  This Agreement shall terminate upon the repayment in full
of the Option Notes.

     14. Severability.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

     15. Further Assurances. The parties will execute and deliver such documents
and  take  such  action   reasonably  deemed  necessary  or  desirable  to  more
effectively  complete  and  evidence  the sale and  transfer of the Option Notes
pursuant to this Agreement.

     16.  Miscellaneous.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this  Agreement.  References  to  Sections,  subsections  and
clauses  refer to Sections,  subsections  and clauses of this  Agreement  unless
otherwise stated.

     17.  Notification.  The Company  agrees to provide a copy of any amendment,
modification,  waiver or  restatement  of the Senior Notes or the Note  Purchase
Agreements  to Valhi within five (5) business  days after  execution of any such
amendment,  modification, waiver or restatement. The Company and Valhi agree and
acknowledge that if any such amendment,  modification,  waiver or restatement of
the Senior Notes or the Note Purchase  Agreement are not so provided to Valhi by
the Company  within the time  period  required  herein,  then,  at Valhi's  sole
option, such amendment,  modification, waiver or restatement shall retroactively
be null and void upon (but only upon) the closing of the  purchase of the Option
Notes following the exercise by Valhi of all of its rights under this Agreement.


                  [Remainder of page intentionally left blank]



<PAGE>




IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly executed
on the day and year first above written.

VALHI, INC.


By:      /s/Gregory M. Swalwell
         --------------------------------------------------------------
         Gregory M. Swalwell
         Vice President


SNAKE RIVER SUGAR COMPANY

By:      /s/Dave Budge
         --------------------------------------------------------------
         Dave Budge
         Vice President


NORTHWEST FARM CREDIT SERVICES, FLCA

By:      /s/Jack Hetherington
         --------------------------------------------------------------
         Jack Hetherington
         Vice President


U.S. BANK NATIONAL ASSOCIATION

By:      /s/Jan Thede
         -------------------------------------------------------------
         Jan Thede
         Vice President




<PAGE>



                       Schedule I - Address of Noteholder

Northwest Farm Credit Services, FLCA
815 North College Road
Twin Falls, Idaho 83301
Attn:  Jack Hetherington

U.S. Bank National Association National Corporate Banking (PL-4) 555 S. W. Oak
Street
Portland, Oregon 97204
Attn: Janice T. Thede