Orion
      Ethanol, Inc.

     

    Restricted
      Stock Agreement

    


    This
      Restricted Stock Agreement
      (“Agreement”),
      dated
      as of this 12th
      day of
      January, 2007, is made by and between Orion Ethanol, Inc. (formerly RTO
      Holdings, Inc.),
      a Nevada
      corporation (“Company”),
      and
      Gary C. Evans (“Stockholder”).

    


    Whereas,
      the
      Company desires to issue, and Stockholder desires to acquire, stock of the
      Company as herein described, on the terms and subject to the conditions
      hereinafter set forth.

    


    Now,
      Therefore, It Is Agreed
      between
      the parties as follows:

    


    1. Issuance
      of Stock; Delivery.
      

    


    (a) Issuance.
      On the
      terms and subject to the conditions set forth herein, the Company hereby agrees
      to issue to Stockholder, and Stockholder agrees to accept, Three Million Five
      Hundred Thousand (3,500,000) shares of the Common Stock, $.001 par value, of
      the
      Company (the “Stock”),
      in
      exchange for Stockholder’s past services and/or expected provision of future
      services on behalf of the Company and/or its affiliated entities. 

    


    (b) Delivery.
      As soon
      as is practicable following the execution of this Agreement,
      the
      Company shall issue, subject to Section 5 below, a certificate or certificates
      evidencing the Stock, registered in the name of Stockholder and bearing any
      and
      all legends as set forth in Section 8 herein. Upon the issuance of such
      certificate or certificates, Participant shall have all rights of a stockholder
      with respect to the Stock and to receive all dividends or other distributions
      paid or made with respect thereto; provided,
      however,
      that
      such Stock shall be subject to the restrictions hereunder.

    


    2. Redemption
      Option

    


    (a) Option.
      Except
      as
      otherwise provided herein, the Company shall have an irrevocable option (the
      “Redemption
      Option”),
      for a
      period of ninety (90) days following October 24, 2009, or such longer period
      as
      may be agreed to by the Company and the Stockholder, to redeem from Stockholder,
      at no cost to the Company, up to but not exceeding the number of shares of
      Stock
      that have not vested in accordance with the provisions of this Section 2 as
      of
      such termination date. 

    


    (b) Vesting.
      The
      Stock awarded hereby is subject to vesting upon either the passage of time
      or
      upon the occurrence of certain specified events, as follows: 

    


    (i) As
      of the
      date hereof, Ten Percent (10%) of the Stock shall vest and be released from
      the
      Redemption Option. 

    


    (ii) Except
      as
      otherwise provided in this Agreement, as of the date when the Company has
      consummated one or more convertible debt financings at any time after October
      24, 2006 but prior to October 24, 2009 which, in the aggregate, provide gross
      proceeds to the Company of at least $12,400,000, Ten Percent (10%) of the Stock
      shall vest and be released from the Redemption Option.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (iii) Except
      as
      otherwise provided in this Agreement, as of the date when the Company has
      consummated one or more equity financings at
      any
      time after October 24, 2006 but
      prior
      to October 24, 2009 which, in the aggregate, provide gross proceeds to the
      Company of at least $20,000,000, Twenty Percent (20%) of the Stock shall vest
      and be released from the Redemption Option.

    


    (iv) Except
      as
      otherwise provided in this Agreement, as of the date when the closing price
      of
      the Common Stock, $.001 par value, of the Company is equal to or greater than
      $3.00 per share for ten (10) consecutive trading days at any time after October
      24, 2006 but prior to October 24, 2009, Thirty Percent (30%) of the Stock shall
      vest and be released from the Redemption Option. For purposes of this subsection
      (iv) and subsection (v) below, trading days shall be defined as those trading
      days in which the volume equals or exceeds twenty thousand shares per
      day.

    


    (v) Except
      as
      otherwise provided in this Agreement, as of the date when the closing price
      of
      the Common Stock, $.001 par value, of the Company is equal to or greater than
      $5.00 per share for ten (10) consecutive trading days at any time after October
      24, 2006 but prior to October 24, 2009, Thirty Percent (30%) of the Stock shall
      vest and be released from the Redemption Option.

    


    (c) Acceleration
      of Vesting. In
      the
      event of a Change of Control or termination of Stockholder’s employment by the
      Company without Cause or by Stockholder for Good Reason (as those terms are
      defined below), the Redemption Option shall lapse and all shares of Stock
      subject to the Redemption Option shall immediately become fully
      vested.

    


    (i) For
      purposes of this Section 2(c), Change
      of Control
      shall
      mean that
      (1)
the
      Company is merged, consolidated or reorganized into or with another corporation
      or other legal person (an “Acquiring
      Person”),
      or
      securities of the Company are exchanged for securities of an Acquiring Person,
      and immediately after such merger, consolidation, reorganization or exchange
      less than a majority of the combined voting power of the then outstanding
      securities of the Acquiring Person immediately after such transaction are held,
      directly or indirectly, in the aggregate by the holders of voting stock of
      the
      Company immediately prior to such transaction; (2) the Company, in any
      transaction or series of related transactions, sells or otherwise transfers
      all
      or substantially all of its assets to an Acquiring Person; or (3) the Company
      files a report or proxy statement with the Securities and Exchange Commission
      pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      disclosing that a change in control of the Company has occurred. Notwithstanding
      the foregoing, unless otherwise determined in a specific case by majority vote
      of the Board of Directors of the Company, a Change in Control shall not be
      deemed to have occurred for purposes of this subsection (c)(i) solely because
      (A) the Company, (B) an entity in which the Company directly or indirectly
      beneficially owns fifty percent (50%) or more of the voting securities, or
      (C)
      any Company-sponsored employee stock ownership plan, or any other employee
      benefit plan of the Company, either files or becomes obligated to file a report
      or a proxy statement under or in response to Schedule 13D, Schedule 14D-1,
      Form
      8-K or Schedule 14A (or any successor schedule, form or report or item therein)
      under the Exchange Act, disclosing beneficial ownership by it of shares of
      stock
      of the Company, or because the Company reports that a Change in Control of
      the
      Company has or may have occurred or will or may occur in the future by reason
      of
      such beneficial ownership.

    


    
      
         

      

      
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    (ii) For
      purposes of this Section 2(c), Cause
      shall
      have the meaning set forth in any employment or similar agreement between the
      Stockholder and the Company. In the event Cause is not defined in any such
      agreement, it shall mean Stockholder’s
      (1) willful failure or refusal to carry out any proper direction by the Board
      of
      Directors of the Company with respect to the services to be rendered by him
      or
      the manner of rendering such services; (2) willful failure or refusal to perform
      in all material respects the services required of him; (3) willful misconduct
      in
      connection with the performance of his duties and/or services; (4) commission
      of
      an act of fraud, embezzlement or theft, or any felony; or (5) breach of any
      confidentiality, non-competition, non-solicitation or similar provisions or
      agreements with the Company or engagement in any activity prohibited by
      Stockholder’s employment or similar agreement with the Company, in each case as
      determined in good faith by the Board of Directors of the Company. For purposes
      of this subsection (c)(ii) and in the absence of anything in a separate
      employment agreement to the contrary, the Company shall be required to provide
      Stockholder a specific written warning with regard to any occurrence specified
      in (1), (2) and (3) herein, which warning shall include a statement of
      corrective actions and a thirty (30) day period for Stockholder to respond
      to
      and implement such actions, prior to any termination of employment.

    


    (iii) For
      purposes of this Section 2(c), Good
      Reason
      shall
      have the meaning set forth in any employment or similar agreement between the
      Stockholder and the Company. In the event Good Reason is not defined in any
      such
      agreement, it shall mean (1) a
      material reduction in Stockholder’s base salary, (2) a
      material reduction in Stockholder’s duties without Stockholder’s consent, or
(3) a
      relocation of Stockholder’s regular place of work to any location outside a
      fifty (50) mile radius of the location from which Stockholder served the Company,
      without Stockholder’s consent.

    


    (d) Any
      reference to Stockholder shall (when applicable) be deemed to be and include
      references to Stockholder’s estate, executors or administrators, personal or
      legal representatives, successors and permitted assigns, and transferees (direct
      or indirect). Stock that has not yet vested and which remains subject to the
      Redemption Option is sometimes referred to herein as “Unvested
      Stock”;
      Stock
      that has vested and which is released or is eligible for release from the
      Redemption Option is sometimes referred to herein as “Vested
      Stock”

    


    3. Exercise
      of Redemption Option.
      The
      Redemption Option, when and to the extent exercisable, shall be exercised by
      written notice within the period specified in Section 2(a) above, signed by
      an
      officer of the Company or by any assignee or assignees of the Company, and
      delivered or mailed as provided in Section 13. Such notice shall identify
      the number of shares of Unvested Stock to be redeemed and the date of such
      redemption (which date shall be no earlier than twenty (20) business days
      following the date of such redemption notice). Effective as of such redemption
      date, the Company shall become the legal and beneficial owner of the Unvested
      Stock being redeemed and all rights and interest therein or related thereto,
      and
      the Company shall have the right to transfer to its own name the Unvested Stock
      being redeemed by the Company, without further action by
      Stockholder.

    


    
      
         

      

      
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    4. Adjustments
      to Stock.
      If, at
      any time and from time to time, during the term of the Redemption Option there
      is any change affecting the Company’s outstanding Common Stock as a class that
      is effected without the receipt of consideration by the Company (through merger,
      consolidation, reorganization, reincorporation, stock dividend, dividend in
      property other than cash, stock split, liquidating dividend, combination of
      shares, change in corporation structure or other transaction not involving
      the
      receipt of consideration by the Company), then any and all new, substituted
      or
      additional securities or other property to which Stockholder is entitled by
      reason of Stockholder’s ownership of Stock shall be immediately subject to the
      Redemption Option and be included in the word “Stock”
for
      all
      purposes of the Redemption Option, with the same force and effect as the shares
      of the Stock presently subject to the Redemption Option, but only to the extent
      the Stock is, at the time, covered by such Redemption Option and considered
      Unvested Stock. 

    


    5. Escrow
      of Unvested Stock; Release. 

    


    (a) As
      security for Stockholder’s faithful performance of the terms of this Agreement
      and to insure the availability for delivery of Stockholder’s Unvested Stock upon
      exercise of the Redemption Option herein provided for, Stockholder agrees,
      at
      the execution hereof, to deliver to and deposit with the Secretary of the
      Company or the Secretary’s designee (“Escrow
      Agent”),
      as
      Escrow Agent in this transaction, a stock assignment duly endorsed (with date
      and number of shares blank) in the form attached hereto as Exhibit A,
      together with the certificate or certificates evidencing the Stock issuable
      hereunder, to be held in accordance with the provisions of this Agreement and
      until such time as the Stock shall no longer be subject to the Redemption
      Option. Any new, substituted or additional securities or other property
      described in Section 4
      above
      shall further immediately be delivered to the Company to be held in escrow,
      but
      only to the extent the Stock is at the time Unvested Stock.
      All
      regular cash dividends on Unvested Stock (or other securities at the time held
      in escrow) shall be paid directly to the Stockholder and shall not be held
      in
      escrow. Stockholder hereby acknowledges that the Secretary of the Company,
      or
      the Secretary’s designee, is so appointed as the Escrow Agent. Stockholder
      agrees that the Escrow Agent shall not be liable to any party hereof (or to
      any
      other party), and may rely upon any letter, notice or other document executed
      by
      any signature purported to be genuine, and may resign at any time. Stockholder
      agrees that if the Secretary of the Company, or the Secretary’s designee,
      resigns as Escrow Agent for any or no reason, the Board of Directors of the
      Company shall have the power to appoint a successor to serve as Escrow Agent
      pursuant to the terms of this Agreement. Stockholder agrees that if the
      Secretary of the Company resigns as Secretary, the successor Secretary shall
      serve as Escrow Agent pursuant to the terms of this Agreement.

    


    (b) Unvested
      Stock, together with any other assets or securities held in escrow hereunder,
      shall
      be
      surrendered to the Company for redemption and cancellation upon the Company’s
      exercise of its Redemption Option. Unvested Stock that is held in escrow with
      respect to which the Company’s Redemption Option lapses unexercised after the
      period referred to in Section 2(a)
      shall
      be
      released to Stockholder promptly upon Stockholder’s request
      therefor.

    


    (c) All
      Vested Stock (and any other vested assets and securities attributable thereof)
      shall be released from escrow within ten (10) days of the date such Stock
      becomes Vested Stock and is no longer subject to the Redemption Option pursuant
      to Section 2 herein. 

    


    
      
         

      

      
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    6. Rights
      of Stockholder. Subject
      to the provisions of Sections 5, 7, 11 and 12 herein, Stockholder shall exercise
      all rights and privileges of a shareholder of the Company with respect to the
      Stock deposited in escrow. Stockholder shall be deemed to be the holder for
      purposes of receiving any dividends that may be paid with respect to such shares
      of Stock and for the purpose of exercising any voting rights relating to such
      shares of Stock, even if some or all of such Stock is Unvested Stock and subject
      to the Redemption Option.

    


    7. Limitations
      on Transfer.
      In
      addition to any other limitation on transfer created by applicable securities
      laws, Stockholder shall not sell, exchange, assign, hypothecate, bequeath,
      gift,
      donate, pledge, mortgage, encumber or otherwise dispose of, whether by operation
      of law or otherwise, any interest in the Stock while the Stock is Unvested
      Stock
      and subject to the Redemption Option. After any Stock becomes Vested Stock
      and
      has been released from the Redemption Option, Stockholder shall not sell,
      exchange, assign, hypothecate, bequeath, gift, donate, pledge, mortgage,
      encumber or otherwise dispose of, whether by operation of law or otherwise,
      any
      interest in the Stock except in compliance with applicable securities laws.
      

    


    8. Restrictive
      Legends.
      All
      certificates representing the Stock shall have endorsed thereon legends in
      substantially the following forms (in addition to any other legend which may
      be
      required by other agreements between the parties hereto):

    


    (a) “THE
      SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH
      IN
      A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER,
      OR
      SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE
      PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY
      SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT
      OF THE COMPANY.”

    


    (b) Any
      legend required by applicable securities laws.

    


    9. Investment
      Representations.
      In
      connection with the issuance of the Stock, Stockholder represents to the Company
      the following:

    


    (a) Stockholder
      is aware of the Company’s business affairs and financial condition and has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Stock. Stockholder is acquiring the Stock
      for investment for Stockholder’s own account only and not with a view to, or for
      resale in connection with, any “distribution”
thereof
      within the meaning of the Act. Stockholder further acknowledges that during
      the
      period of time during which the Stockholder holds the Stock, the value of the
      Stock may increase or decrease, and any risk associated with such Stock and
      such
      fluctuation in value shall be borne by Stockholder.

    


    (b) Stockholder
      is familiar with the provisions of Rule 144 under the Securities Act of 1933,
      as
      in effect from time to time, which, in substance, permit limited public resale
      of “restricted
      securities”
      acquired, directly or indirectly, from the issuer thereof (or from an affiliate
      of such issuer), in a non-public offering subject to the satisfaction of certain
      conditions. The Stock may be resold by Stockholder in certain limited
      circumstances subject to the provisions of Rule 144, which requires, among
      other
      things: (i) the availability of certain public information about the Company
      and
      (ii) the resale occurring following the required holding period under Rule
      144
      after the Stockholder has acquired, and made full payment of (within the meaning
      of Rule 144), the securities to be sold.

    


    
      
         

      

      
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    (c) Stockholder
      further understands that at the time Stockholder wishes to sell the Stock there
      may be no public market upon which to make such a sale, and that, even if such
      a
      public market then exists, the Company may not be satisfying the current public
      information requirements of Rule 144, and that, in such event, Stockholder
      would
      be precluded from selling the Stock under Rule 144 even if the minimum holding
      period requirement had been satisfied.

    


    10. Section
      83(b) Election. Stockholder
      understands that Section 83(a) of the Internal Revenue Code of 1986, as amended
      (the “Code”),
      taxes
      as ordinary income the difference between the amount paid for the Stock and
      the
      fair market value of the Stock as of the date any restrictions on the Stock
      lapse. In this context, “restriction”
      includes the right of the Company to redeem the Stock pursuant to the Redemption
      Option set forth in Section 2 above. Stockholder understands that Stockholder
      may elect to be taxed at the time the Stock is acquired, rather than when and
      as
      the Redemption Option expires, by filing an election substantially in the form
      of Exhibit B hereto
      under Section 83(b) (an “83(b)
      Election”)
      of the
      Code with the Internal Revenue Service within thirty (30) days from the date
      of
      transfer. Even if the fair market value of the Stock at the time of the
      execution of this Agreement equals the amount paid for the Stock, the 83(b)
      Election must be made to avoid income under Section 83(a) in the future.
      Stockholder understands that failure to file such an 83(b) Election in a timely
      manner may result in adverse tax consequences for Stockholder. Stockholder
      further understands that an additional copy of such 83(b) Election is required
      to be filed with his or her federal income tax return for the calendar year
      in
      which the date of this Agreement falls. Stockholder
      further acknowledges and understands that it is Stockholder’s sole obligation
      and responsibility to timely file such 83(b) Election, and neither the Company
      nor the Company’s legal or financial advisors shall have any obligation or
      responsibility with respect to such filing.
      Stockholder acknowledges that the foregoing is only a summary of the effect
      of
      United States federal income taxation with respect to acquisition of the Stock
      hereunder, and does not purport to be complete. Stockholder further acknowledges
      that the Company has directed Stockholder to seek independent advice regarding
      the applicable provisions of the Code, the income tax laws of any municipality,
      state or foreign country in which Stockholder may reside, and the tax
      consequences of Stockholder’s death. Stockholder assumes all responsibility for
      filing an 83(b) Election and paying all taxes resulting from such election
      or
      the lapse of the restrictions on the Stock.

    


    11. Refusal
      to Transfer. The
      Company shall not be required (a) to transfer on its books any shares of Stock
      of the Company which shall have been transferred in violation of any of the
      provisions set forth in this Agreement, or (b) to treat as owner of such shares
      of Stock or to accord the right to vote as such owner or to pay dividends to
      any
      transferee to whom such shares of Stock shall have been so
      transferred.

    


    12. No
      Service Rights. This
      Agreement is not an employment or service contract and nothing in this Agreement
      shall affect in any manner whatsoever the right or power of the Company (or
      a
      parent or subsidiary of the Company) to terminate Stockholder’s employment or
      service for any reason at any time, with or without Cause and with or without
      notice, subject to the terms of any separate employment agreement to the
      contrary.

    


    
      
         

      

      
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    13. Miscellaneous.

    


    (a) Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (i) upon personal delivery to the party to be notified,
      (ii) when sent by confirmed facsimile if sent during normal business hours
      of the recipient, and if not during normal business hours of the recipient,
      then
      on the next business day, (iii) five (5) calendar days after having been
      sent by registered or certified mail, return receipt requested, postage prepaid,
      or (iv) one (1) business day after deposit with a nationally recognized
      overnight courier, specifying next day delivery, with written verification
      of
      receipt. All communications shall be sent to the other party hereto at such
      party’s address hereinafter set forth on the signature page hereof, or at such
      other address as such party may designate by ten (10) days advance written
      notice to the other party hereto.

    


    (b) Successors
      and Assigns. This
      Agreement
      shall
      be
      binding upon, and shall inure to the benefit of, the Company and its successors
      and assigns and, subject to the restrictions set forth herein, Stockholder
      and
      Stockholder’s estate, executor or administrator, personal and legal
      representatives, successors and permitted assigns, and direct and indirect
      transferees. The Redemption Option of the Company hereunder shall be assignable
      by the Company at any time, from time to time, in whole or in part.

    


    (c) Attorneys’
      Fees; Specific Performance.  Stockholder
      shall reimburse the Company for all costs incurred by the Company in enforcing
      the performance of, or protecting its rights under, any part of this Agreement,
      including reasonable costs of investigation and attorneys’ fees.  It
      is the
      intention of the parties that the Company, upon exercise of the Redemption
      Option and payment therefor, pursuant to the terms of this Agreement, shall
      be
      entitled to receive the Stock, in specie, in order to have such Stock available
      for future issuance without dilution of the holdings of other shareholders.
      Furthermore, it is expressly agreed between the parties that money damages
      are
      inadequate to compensate the Company for the Stock and that the Company shall,
      upon proper exercise of the Redemption Option, be entitled to specific
      enforcement of its rights to purchase and receive said Stock. 

    


    (d) Governing
      Law; Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada. The parties agree that any action brought by either party
      to
      interpret or enforce any provision of this Agreement shall be brought in, and
      each party agrees to, and does hereby, submit to the jurisdiction and venue
      of,
      the appropriate state or federal court for the district encompassing the
      Company’s principal place of business.

    


    (e) Further
      Execution.
      The
      parties agree to take all such further action(s) as may reasonably be necessary
      to carry out and consummate this Agreement as soon as practicable, and to take
      whatever steps may be necessary to obtain any governmental approval in
      connection with or otherwise qualify the issuance of the securities that are
      the
      subject of this Agreement.

    


    
      
         

      

      
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    (f) Independent
      Counsel.
      Stockholder acknowledges that Stockholder has been provided with an opportunity
      to consult with their own legal counsel and tax or other advisors with respect
      to this Agreement.

    


    (g) Entire
      Agreement; Amendment.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and supersedes and merges all prior agreements or
      understandings, whether written or oral. This Agreement may not be amended,
      modified or revoked, in whole or in part, except by an agreement in writing
      signed by each of the parties hereto. 

    


    (h) Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith.
      In the event that the parties cannot reach a mutually agreeable and enforceable
      replacement for such provision, then (i) such provision shall be excluded from
      this Agreement, (ii) the balance of the Agreement shall be interpreted as if
      such provision were so excluded and (iii) the balance of the Agreement shall
      be
      enforceable in accordance with its terms.

    


    (i) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one
      instrument.

    


    
      
         

      

      
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    In
      Witness Whereof,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

     

    
      	 	
              Orion
                Ethanol, Inc.

              


              By:
                ________________________________

              


              Title:
                _______________________________

              


              Address:
                ____________________________

              ____________________________________

            


    

     

    Stockholder
      acknowledges and agrees that the vesting of Stock pursuant to Section 2
      hereof is earned only as set forth herein. Stockholder further acknowledges
      and
      agrees that nothing in this Agreement shall confer upon Stockholder any right
      with respect to continuation of any employment or other relationship with the
      Company or any subsidiary, nor shall it interfere in any way with Stockholder’s
      right or the Company’s or any subsidiary’s right to terminate Stockholder’s
      employment or other relationship at any time, with or without cause, subject
      to
      the terms of any separate employment or other agreement to the
      contrary.

    


    Stockholder
      further acknowledges that any risk related to the fluctuation in the value
      of
      the Stock from and after the date hereof, including any losses to Stockholder
      as
      a result of Company’s exercise of its redemption option pursuant to
Section 2,
      shall
      be borne by Stockholder.

    


    Stockholder
      acknowledges that Stockholder has read all tax related sections and further
      acknowledges Stockholder has had an opportunity to consult Stockholder’s own
      tax, legal and financial advisors regarding the acquisition of Stock under
      this
      Agreement.

    


    Stockholder
      acknowledges and agrees that in making the decision to acquire the Stock
      hereunder, Stockholder has not relied on any statement, whether written or
      oral,
      regarding the subject matter hereof, except as expressly provided herein and
      in
      the attachments and exhibits hereto.

     

     

    
      	 	
              Stockholder:

              
_____________________________

              Gary
                C. Evans

              


              Address:   1808
                Point de Vue

              Flower
                Mound, TX 75022

            


    

    
 

    
      
         

      

      
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    Attachments:

    


    Exhibit
      A
      - Stock Assignment

    


    Exhibit
      B
      - 83(b) Election

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      A

    


    ASSIGNMENT
      SEPARATE
      FROM CERTIFICATE

    


    FOR
      VALUE
      RECEIVED and pursuant to that certain Restricted
      Stock Agreement (the
      “Agreement”) between the undersigned (the
      “Stockholder”)
      and Orion
      Ethanol, Inc., a Nevada corporation (the “Company”),
      Stockholder hereby sells, assigns and transfers unto the Company __________
      shares
      of
      the Common
      Stock of
      the
      Company, standing in Stockholder’s name on the books of the Company and
      represented by Certificate
      No(s).
      _______,
      and hereby irrevocably appoints the
      authorized officers of
      the
      Company to transfer said stock on the books of the Company with full power
      of
      substitution in the premises. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED
      BY
      THE AGREEMENT. 

    


    


    Dated:

    
      	 	
              Stockholder
                Signature:

              


              


              


              ___________________________

              Name:
                Gary C. Evans

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    


    ELECTION
      TO
      INCLUDE IN GROSS INCOME IN YEAR

    OF
      TRANSFER PURSUANT TO SECTION 83(b)

    OF
      THE INTERNAL REVENUE CODE

     

    The
      undersigned
      hereby makes an election pursuant to Section 83(b)
      of
      the
Internal
      Revenue Code with
      respect to the property described below and supplies the following information
      in accordance with the regulations thereunder:

    


    1. The
      name,
      address and taxpayer identification number of the undersigned are:

    


    Gary
      C.
      Evans

    1808
      Point de Vue

    Flower
      Mound, TX 75022

    Taxpayer
      ID:
      _______________

    


    2. Description
      of property with respect to which the election is being made:

    


    _____________
      shares
      of
Common
      Stock,
      $.001
      par
      value, 

    of
      Orion
      Ethanol, Inc. (the
      “Company”)

    


    3. Date
      on
      which property was transferred is _____________.
      The
      taxable year to which this election relates is calendar year
      ______.

    


    4. Nature
      of
      restriction to which property is subject:

    


    Redemption
      option in favor of the Company.

    


    5. The
      fair
      market value at time of transfer (determined without regard to any restrictions
      other than restrictions which by their terms will never lapse) of the property
      with respect to which this election is being made is $_____
      per
      share
      or an aggregate of $_____.

    


    6. The
      amount paid by taxpayer for said property is $____ per
      share
      or an aggregate of $____.

    


    7. A
      copy of
      this statement has been furnished to the Company.

    


    Dated:
      

    
      	 	
               

              ___________________________

              Name:
                Gary C. Evans