EXHIBIT
      10.6

     

    AGREEMENT
      OF RIGHT OF FIRST 

    PURCHASE
      AND RIGHT OF FIRST REFUSAL

    


    THIS
      AGREEMENT OF RIGHT OF FIRST PURCHASE AND RIGHT OF FIRST REFUSAL
(the
      “Agreement”)
      is
      made effective as of the 30th day of April, 2007, by and between Show Me
      Ethanol, LLC, a Missouri limited liability company (“Show
      Me Ethanol”),
      with
      an address at Highway 10 West, Richmond, MO 64085, and Ray-Carroll County Grain
      Growers, Inc., a Missouri cooperative association (“Ray-Carroll”),
      with
      an address at Highway 10 West, P.O. Box 158, Richmond, MO 64085.

    


    W
      I T N E
      S S E T H:

     

    WHEREAS,
      Show Me Ethanol is the owner of fee simple title to certain real property,
      and
      the owner of easements in certain real property, all as described in
Schedule
      1,
      attached hereto and incorporated herein, together with all improvements thereon
      and all executory contracts and agreements relating thereto (collectively,
      the
“Ethanol
      Plant Property”);
      and

     

    WHEREAS,
      Ray-Carroll is the owner of fee simple title to certain real property, and
      the
      owner of easements in certain real property, all as described in Schedule
      2,
      attached hereto and incorporated herein, together with all improvements thereon
      and all executory contracts and agreements relating thereto (collectively,
      the
“Grain
      Elevator Property,”
and
      together with the Ethanol Plant Property, the “Properties”);
      and

     

    WHEREAS,
      Show Me Ethanol desires to grant to Ray-Carroll a
      right
      of first purchase and a right of first refusal to purchase all or any part
      of
      the Ethanol Plant Property, on the terms and subject to the conditions set
      forth
      herein; and

     

    WHEREAS,
      Ray-Carroll desires to grant to Show
      Me
      Ethanol a
      right
      of first purchase and a right of first refusal to purchase all or any part
      of
      the Grain Elevator Property, on the terms and subject to the conditions set
      forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual promises set forth herein, and in
      consideration of other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

     

    1. Rights
      of First Purchase.
      For the
      period beginning as of the date of this Agreement and continuing until 11:59
      p.m. Central prevailing time on April 30, 2027 (the “Rights
      Period”):
      

     

    (a) Show
      Me
      Ethanol will not offer for transfer, sale, alienation, assignment, or other
      disposition the Ethanol Plant Property or any portion thereof at any price
      and
      upon any term or condition without first offering the Ethanol Plant Property
      for
      sale to Ray-Carroll at the price and upon the terms and conditions under which
      the Ethanol Plant Property will be offered. In such case, Show Me Ethanol shall
      deliver to Ray-Carroll a written offer to sell marketable fee title to the
      Ethanol Plant Property at a price and upon such terms as are identical to those
      on which Show Me Ethanol will offer the Ethanol Plant Property for sale to
      third
      parties (the “Purchase
      Offer Notice to Ray-Carroll”).
      Ray-Carroll’s right of first purchase may be exercised by giving written
      notice to Show Me Ethanol, within thirty (30) days of Ray-Carroll’s receipt of
      the Purchase Offer Notice to Ray-Carroll, that Ray-Carroll intends to purchase
      the Ethanol Plant Property upon terms identical to those contained in the
      Purchase Offer Notice to Ray-Carroll; and

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (b) Ray-Carroll
      will not offer for transfer, sale, alienation, assignment, or other disposition
      the Grain Elevator Property or any portion thereof at any price and upon any
      term or condition without first offering the Grain Elevator Property for sale
      to
      Show Me Ethanol at the price and upon the terms and conditions under which
      the
      Grain Elevator Property will be offered. In such case, Ray-Carroll shall deliver
      to Show Me Ethanol a written offer to sell marketable fee title to the Grain
      Elevator Property at a price and upon such terms as are identical to those
      on
      which Ray-Carroll will offer the Grain Elevator Property for sale to third
      parties (the “Purchase
      Offer Notice to Show Me Ethanol,”
and
      together with the Purchase Offer Notice to Ray-Carroll, the “Purchase
      Offer Notices”).
      Show
      Me Ethanol’s right of first purchase may be exercised by giving written
      notice to Ray-Carroll, within thirty (30) days of Show Me Ethanol’s receipt of
      the Purchase Offer Notice to Show Me Ethanol, that Show Me Ethanol intends
      to
      purchase the Grain Elevator Property upon terms identical to those contained
      in
      the Purchase Offer Notice to Show Me Ethanol.

     

    In
      the
      event of either party’s exercise of its right of first purchase, the parties
      shall proceed to close the sale upon the terms and conditions contained in
      the
      applicable Purchase Offer Notice. The parties agree that the closing date for
      such sale and purchase shall be set for a date mutually agreeable to the parties
      not to exceed sixty (60) days following the expiration of the period during
      which the exercising party may exercise its right of first purchase. If the
      party exercising its right of first purchase does not consummate the transaction
      and the selling party fails to consummate the transaction to a third party
      on
      the terms contemplated in the applicable Purchase Offer Notice, this Agreement
      shall remain in effect and such party’s right of first purchase under this
      Agreement shall continue during the Rights Period. If a party does not, during
      the applicable period during which such party may exercise its right of first
      purchase, give the other party written notice of its election to exercise its
      first right of purchase, such party will be deemed to have automatically waived
      such right, but such party’s right of first refusal, as described in Section 2
      of this Agreement, shall remain in full force and effect. In such event as
      either party may waive its right hereunder as set forth in the above sentence,
      such waiving party will, upon written request by the other party hereto, execute
      and deliver to such other party a recordable release and termination of this
      Agreement with respect to the right of first purchase granted such executing
      party hereunder and with respect to the right of first refusal granted such
      executing party hereunder.

     

    2. Rights
      of First Refusal.
      During
      the Rights Period:

     

    (a) Show
      Me
      Ethanol will not transfer, sell, alienate, assign, give, bequeath, or otherwise
      dispose of the Ethanol Plant Property or any portion thereof to any third party
      that has made a bona fide, legally binding purchase offer (“Third-Party
      Offer”)
      (which
      Show Me Ethanol shall require be submitted in writing by such third party)
      without first offering the Ethanol Plant Property for sale to Ray-Carroll upon
      the same terms and conditions set forth in such Third-Party Offer. In such
      case,
      Show Me Ethanol shall deliver a true and accurate copy of such Third-Party
      Offer
      to Ray-Carroll and simultaneously deliver a written offer to Ray-Carroll to
      sell
      the Ethanol Plant Property at a price and upon such terms as are identical
      to
      those set forth in the Third-Party Offer (collectively, the “Offer
      Notice to Ray-Carroll”).
      Ray-Carroll’s right of first refusal may be exercised by giving written
      notice to Show Me Ethanol, within thirty (30) days of Ray-Carroll’s receipt of
      the Offer Notice to Ray-Carroll, that Ray-Carroll intends to purchase the
      Ethanol Plant Property upon terms identical to those contained in the
      Third-Party Offer; and

     

    (b) Ray-Carroll
      will not transfer, sell, alienate, assign, give, bequeath, or otherwise dispose
      of the Grain Elevator Property or any portion thereof to any third party that
      has made a Third-Party Offer (which Ray-Carroll shall require be submitted
      in
      writing by such third party) without first offering the Grain Elevator Property
      for sale to Show Me Ethanol upon the same terms and conditions set forth in
      such
      Third-Party Offer. In such case, Ray-Carroll shall deliver a true and accurate
      copy of such Third-Party Offer to Show Me Ethanol and simultaneously deliver
      a
      written offer to Show Me Ethanol to sell the Grain Elevator Property at a price
      and upon such terms as are identical to those set forth in the Third-Party
      Offer
      (collectively, the “Offer
      Notice to Show Me Ethanol,”
and
      together with the Offer Notice to Ray-Carroll, the “Offer
      Notices”).
      Show
      Me Ethanol’s right of first refusal may be exercised by giving written
      notice to Ray-Carroll, within thirty (30) days of Show Me Ethanol’s receipt of
      the Offer Notice to Show Me Ethanol, that Show Me Ethanol intends to purchase
      the Grain Elevator Property upon terms identical to those contained in the
      Third-Party Offer.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    In
      the
      event of either party’s exercise of its right of first refusal, the parties
      shall proceed to close the sale upon the terms and conditions contained in
      the
      applicable Offer Notice. If the closing date specified in the Third-Party Offer
      is earlier than the time for acceptance of the applicable Offer Notice, the
      parties agree that the closing date shall be set for a date mutually agreeable
      to the parties not later than ninety (90) days after the date of the applicable
      Offer Notice. If the party exercising its right of first refusal does not
      consummate the transaction and the third-party offeror fails to consummate
      the
      transaction contemplated by the Third-Party Offer, this Agreement shall remain
      in effect and such party’s right of first refusal under this Agreement shall
      continue during the Rights Period. If a party does not, during the applicable
      Exercise Period, give the other party written notice of its election to exercise
      its first right of refusal, such party will be deemed to have automatically
      waived such right as to the Third-Party Offer. In such event as either party
      may
      waive its right hereunder as set forth in the above sentence, such waiving
      party
      will, upon written request by the other party hereto, execute and deliver to
      such other party a recordable release and termination of this Agreement with
      respect to the right of first purchase granted such executing party hereunder
      and with respect to the right of first refusal granted such executing party
      hereunder.

     

    3. Title.
      Each
      party hereby represents and warrants that it has good and indefeasible title
      to
      its Property in fee simple or in easement, as specifically set forth in
Schedules
      1
      and
2,
      and
      with full power to sell and convey it, including the right to grant the rights
      provided herein; its Property is free of any lien, right or other interest
      which
      might foreclose the right of first purchase or the right of first refusal
      granted hereby or otherwise result in the termination of the right of first
      purchase or the right of first refusal granted hereby with the other party’s
      consent.

     

    4. Notices.
      All
      notices required under this Agreement, and all approvals and other
      communications required or permitted to be given hereunder, must be in writing
      and be mailed by registered or certified mail, postage prepaid, return receipt
      requested, addressed to the receiving party at the addresses first set forth
      hereinabove for such party. Any notice will be deemed given on the day after
      the
      date such notice is mailed as hereinbefore provided.

     

    5. Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their heirs, executors, personal representatives, successors, and assigns.
      

     

    6. Amendment.
      Any
      amendment(s) to this Agreement shall be effective only if set forth in writing
      and signed by each party hereto.

     

    7. Severability.
      Each
      provision of this Agreement shall be considered severable, and if for any reason
      any provision that is not essential to the effectuation of the basic purposes
      of
      the Agreement is determined to be invalid and contrary to any existing or future
      law, such invalidity shall not impair the operation of or affect those
      provisions of this Agreement that are valid.

     

    8. No
      Waiver.
      No
      party hereto shall be deemed to have waived any right hereunder unless such
      waiver shall be in writing and signed by such party. The waiver by any party
      of
      any breach of this Agreement shall not operate or be construed to be a waiver
      of
      any subsequent breach.

     

    9. Governing
      Law.
      This
      Agreement shall be construed and enforced in accordable with the laws of the
      State of Missouri.

     

    10. Recordation.
      Following execution hereof each party will execute a Memorandum of Right of
      First Purchase and Right of First Refusal dated as of even date hereof and
      in
      form agreed to by both parties, and Show Me Ethanol will cause such instrument
      to be recorded in the real estate records of Carroll County, Missouri, and
      thereafter deliver a copy of such recorded document to the other party to
      Ray-Carroll.

     

    11. Headings
      and Captions.
      All
      headings and captions in this Agreement are for convenience of reference only
      and are not intended to qualify the meaning of any provision.

     

    12. Counterparts.
      This
      Agreement and any amendments hereto may be executed in several counterparts,
      each of which shall be deemed to be an original copy, and all of which together
      shall constitute one agreement binding on all parties, hereto, notwithstanding
      that all the parties shall not have signed the same counterpart.

     

    [Remainder
      of Page Intentionally Left Blank; Signature Page Follows]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              SHOW
                ME ETHANOL:

            
	 	 
	 	
              Show
                Me Ethanol, LLC,

            
	 	
              a
                Missouri limited liability company

            
	 	 
	 	
              By:

            	
              /s/David
                Durham

            
	 	
              Printed
                Name:

            	
              David
                Durham

            
	 	
              Its:

            	
              Chairman

            
	 	 
	 	 
	 	
              RAY-CARROLL:

            
	
              (SEAL)

            	 
	 	
              Ray-Carroll
                County Grain Growers, Inc.,

            
	 	
              a
                Missouri cooperative association

            
	 	
              By:

            	
              /s/David
                Minnick

            
	 	
              Printed
                Name:

            	
              David
                Minnick

            
	 	
              Its:

            	
              President

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF MISSOURI 

            	
              )

            	 
	 	 	
              )
                SS.

            
	
              COUNTY
                OF Ray

            	
              )

            	 


    

     

    On
      this
30th
      day of
April
      in the
      year 2007, before me, Beverly
      Holloway,
      a Notary
      Public in and for said state, personally appeared David Durham, Chairman of
      Show
      Me Ethanol, LLC, a Missouri limited liability company, known to me to be the
      person who executed the within AGREEMENT OF RIGHT OF FIRST PURCHASE AND RIGHT
      OF
      FIRST REFUSAL in behalf of said limited liability company and acknowledged
      to me
      that he/she executed the same for the purposes therein stated.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
      my
      office in Richmond,
      Missouri,
      the day
      and year last above written.

    


    


    
      	 	
              /s/Beverly
                Holloway

            	
            
	 	
              
                
                  Printed
                    Name:Beverly
                    Holloway

                

              

            
	 	
              Notary
                Public in and for

            
	 	
              said
                County and State

            


    

    


    My
      Commission Expires:

    


    November
      2, 2007

    (The
      Notary Public must type or print his/her name immediately beneath his/her
      signature.)


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF Missouri

            	
              )

            	 
	 	 	
              )
                SS.

            
	
              COUNTY
                OF Ray

            	
              )

            	 


    

     

    On
      this
30th
      day of
April,
      2007,
      before me, appeared David
      Minnick,
      to me
      personally known, who being by me duly sworn, did say that he is the
President
      of
      Ray-Carroll County Grain Growers, Inc., a Missouri cooperative association,
      that
      said instrument was signed and sealed on behalf of said cooperative association
      by authority of its Board of Directors, and acknowledged said instrument to
      be
      the free act and deed of said cooperative association.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at
      my
      office in Richmond,
      Missouri,
      the day
      and year last above written.

    


    


    
      	 	
              /s/
                Beverly Holloway

            	
            
	 	
              
                
                  
                    Printed
                      Name:Beverly
                      Holloway

                  

                

              

            
	 	
              Notary
                Public in and for

            
	 	
              said
                County and State

            


    

    


    My
      Commission Expires:

    


    November
      2, 2007

    (The
      Notary Public must type or print his/her name immediately beneath his/her
      signature.)


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

     

    Ethanol
      Plant Property

     

    That
      portion of the North Half in Section 35, Township 53 North of the Base Line,
      Range 23 West of the Fifth Principal Meridian, Carroll County, Missouri,
      described as follows: Beginning at a point on the East line of the Northwest
      Quarter in said Section 35 that is N01o50’28”E, 70.82 feet from the Center of
      said Section 35, said point being on the Northerly right of way line of Missouri
      Highway 24; thence Westerly along a curve to the right, having a radius of
      1597.02 feet, through a central angle of 12o15’59”, an arc length of 341.90 feet
      along said r.o.w. line; thence N87o48’53”W, 43.20 feet along said r.o.w. line;
      thence N02o11’07”E, 5.00 feet along said r.o.w. line; thence N87o48’53”W, 99.87
      feet along said r.o.w. line; thence N00o28’54”W, 482.81 feet; thence
      S83o30’24”W, 677.88 feet; thence N07o56’29”W, 255.90 feet; thence N81o47’56”E,
      346.62 feet; thence N49o30’21”E, 62.47 feet; thence N13o53’07”E, 378.24 feet;
      thence N23o25’30”E, 129.10 feet; thence N07o49’59”W, 208.97 feet; thence
      S74o43’16”E, 333.68 feet; thence S76o58’57”E, 108.16 feet; thence N89o54’09”E,
      169.98 feet; thence N75o36’56”E, 302.17 feet; thence S47o13’25”E, 294.66 feet;
      thence S15o58’29”W, 876.92 feet; thence N77o34’13”W, 164.41 feet to the West
      line of the Northeast Quarter in said Section 35; thence S01o50’28”W, 384.70
      feet along said West line and along said East line to the point of beginning.
      Said portion contains 30.00 acres and is subject to all easements, restrictions,
      reservations and right of ways of record.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SCHEDULE
      2

     

    Grain
      Elevator Property

    

      All
        of
        the Northwest Quarter of Section Thirty-five, Township Fifty-three, Range
        Twenty-three, Carroll County, Missouri, excepting therefrom the right-of-way
        of
        the Atchison, Topeka and Santa Fe Railroad Company, containing Seven (7)
        acres,
        more or less, as now located and constructed across said premises, and subject
        to the easements granted the Prairie Oil and Gas Company and also subject
        to the
        right-of-way granted Prairie Pipe Line Company, said premises containing
        in the
        aggregate after said exceptions One Hundred Fifty-three (153) acres, more
        or
        less, subject to existing public roadways. Also subject to easement for public
        water supply.

      


      AND
        also the following described tract: (see attached)

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    

      ALL
        OF
        THE FOLLOWING DESCRIBED TRACT OF LAND LYING NORTH OF U.S. HIGHWAY
        #24:

      


      THE
        NORTHEAST QUARTER (NE 1/4) OF SECTION THIRTY-FIVE (35), TOWNSHIP FIFTY-THREE
        (53) NORTH,
        RANGE TWENTY-THREE (23) WEST OF THE FIFTH PRINCIPAL MERIDIAN, CARROLL COUNTY,
        MISSOURI;
        EXCEPTING THEREFROM THAT PART CONVEYED TO THE STATE OF MISSOURI FOR HIGHWAY
        PURPOSES AS DESCRIBED IN INSTRUMENT RECORDED IN BOOK 10, PAGE 24 OF THE
RECORDS
        IN THE RECORDER OF DEEDS OFFICE, CARROLL COUNTY, MISSOURI; EXCEPTING
THEREFROM
        CONVEYANCE DATED NOVEMBER 4, 1983, RECORDED IN BOOK 461, PAGE 73 OF THE
RECORDS
        IN THE RECORDER OF DEEDS OFFICE, CARROLL COUNTY, MISSOURI, AND DESCRIBED
        AS
AN
        IRREGULAR TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER (NE 1/4) OF SECTION
        35, TOWNSHIP
        53 NORTH,
        RANGE 23 WEST, CARROLL COUNTY, MISSOURI, MORE PARTICULARLY DESCRIBED
        AS FOLLOWS: BEGINNING AT AN IRON BAR SET ON THE NORTHERLY RIGHT-OF-WAY
LINE
        OF
        U.S. HIGHWAY #24, 2200.20 FEET SOUTH AND 1061.20 FEET EAST FROM AN IRON BAR
        FOUND AT
        THE
        NORTHWEST CORNER OF THE NORTHEAST QUARTER OF SECTION 35, T.53N., R.23W.;
        THENCE
N.09°-28’-50”E.,
        ALONG AN EXISTING FENCE LINE A DISTANCE OF 258.70 FEET TO AN IRON BAR; THENCE
        N.48°-12’-13” E., ALONG SAID FENCE LINE A DISTANCE OF 14.71 FEET TO AN IRON
        BAR; THENCE
        S.81°-21’-46”E., A DISTANCE OF 315.80 FEET TO AN IRON BAR; THENCE
        S.09°-28’-40”W., A DISTANCE
        OF 167.40 FEET TO AN IRON BAR SET ON THE NORTH RIGHT-OF-WAY LINE OF SAID
        U.S.
HIGHWAY
        #24; THENCE S.82°-42’-28”W., ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 169.16
        FEET TO AN IRON BAR;
        THENCE
        ALONG THE ARC OF A 01°-58’-09” CURVE TO THE LEFT A DISTANCE OF 140.75
        FEET TO AN IRON BAR; THENCE S.10°-33’-50” E, A DISTANCE OF 5.0 FEET TO AN IRON
        BAR; THENCE
        ALONG THE ARC OF A 01°-58’-21” CURVE TO THE LEFT, A DISTANCE OF 33.46 FEET TO
        THE POINT
        OF
        BEGINNING AND CONTAINING WITHIN THE ABOVE DESCRIBED BOUNDARIES OF 1.6087
        ACRES;
        SUBJECT TO ALL PUBLIC AND PRIVATE ROADS OR EASEMENTS AS THE SAME MAY NOW
        BE
        LOCATED, AND SPECIFICALLY SUBJECT TO  EASEMENTS
        GRANTED KANSAS CITY POWER AND LIGHT COMPANY
        BY INSTRUMENTS RECORDED IN BOOK 286, PAGE 437 AND BOOK 392, PAGE 384, OF
        THE
        DEED RECORDS IN THE RECORDER OF DEEDS OFFICE, CARROLL COUNTY, MISSOURI; SUBJECT
        TO EASEMENT
        GRANTED PUBLIC WATER SUPPLY DISTRICT NO.l RECORDED IN BOOK 407, PAGE 150,
        OF
THE
        DEED
        RECORDS IN THE RECORDER OF DEEDS OFFICE, CARROLL COUNTY,
        MISSOURI.

    

    


    but
      except any part of either of the above described tracts which is described
      on
      Schedule 1 attached hereto.


    
      
        
        

      

      
        9