Exhibit 10.22


	
  STATE OF ALABAMA

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


OPTION AGREEMENT


THIS
OPTION AGREEMENT (the “Agreement”) is by and between Colbert County Commission
(the “Optionor”) and Tennessee Valley Agri-Energy, LLC (“Optionee”) as of the 7th day of August, 2007.


WITNESSETH:


WHEREAS,
Optionor is the owner of a certain parcel of land situated in Colbert County,
State of Alabama, the general parameters thereof being labeled as Tract 13 on
Exhibit “A” attached hereto and made a part hereof by reference, together with
the easements, appurtenances, and rights thereunto belonging (collectively, the
“Property”); and


WHEREAS,
Optionee desires to acquire an option to purchase the Property or a portion
thereof (the “Option”) on the terms and conditions hereinafter set forth, and
Optionor is willing to grant such Option;


NOW
THEREFORE, in consideration of the Property, the payment by Optionee to
Optionor of the sum of Two Hundred & Fifty Dollars ($ 250.00 the “Initial
Option Fee”) plus legal, filing and any other related customary fees ($5,000
maximum excluding land surveys) incurred by Optionor, which Initial Option Fee
shall be applied to the Purchase Price at Closing, the promises and covenants
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.             Option.  Optionor hereby grants, bargains, sells, and
conveys to Optionee the Option to purchase the Property for the Purchase Price
(as hereinafter defined) for the purpose of constructing an ethanol producing
plant thereon and subject to the terms and conditions hereinafter set forth.


2.             Initial Option Period.  The Initial Option Period shall start on the
13th day of November, 2006 and end on the 13th day
of May, 2007.


3.             Extended Option Period. If the Optionee is in
compliance with all requirements set forth in this Option Agreement and the
Optionee has obtained all necessary transmission and construction permits the
Optionee may extend the option period to the 7th day of February, 2008 (“Extended
Option Period”) by providing proof of ownership of all construction permits
necessary to construct and operate the above noted facility, a written request
to extend the Option period and payment of Two Hundred and Fifty Dollars
($250.00 the “Extended Option Fee”) to the Optionor on or before August 15,
2007.


4.             Purchase Price. The purchase price (“the
Purchase Price”) for the Property, which consists of approximately 60 acres,
shall equal Fifteen











Thousand Dollars ($ 15,000.00) per acre as established by
the survey required in Section 8 of this document.


5.             Exercise of Option. The Notice of
Exercise, the Request to Extend the Option Period and other relevant written
notices shall be sent to Colbert County Commission at the following address:
201 N. Main, Courthouse Tuscumbia, AL 35674.


6.             Closing:


(a)           Upon exercise of the Option as herein provided,
the closing (the “Closing”) of the purchase and sale of the Property shall be
consummated within thirty (30) days of receipt of the Notice of Exercise, u pon
such date and at such place as Optionor and Optionee may reasonably agree. If
the Closing is delayed as a result of the act or failure to act of Optionor in
which event the date for Closing shall be extended until such time as Optionor
has complied with its obligations hereunder.


(b)           Conveyance of the Property by Optionor shall be by
general warranty deed (the “Deed”) in a form acceptable to Optionee, conveying
fee simple, merchantable title to the Property and subject only to itemized
matters acceptable to Optionee, including, but not limited to covenants,
restrictions, and, easements of record as of the date hereof (the “Permitted
Exceptions”), matters of survey and taxes for the current year.  The Property shall be subject to a 100 foot
easement along the northern boundary (the exact location to be determined by
Optionor and be reasonably agreeable to Optionee for transportation and
utilities to the port location indicated on Exhibit “A”. At Optionee’s election,
the legal description used in the Deed shall be a legal description based upon
the Survey (as hereinafter defined). 
Optionee shall be responsible for the cost of preparing the deed.


(c)           Real estate taxes, if any, with respect to the
Property shall be prorated between Optionor and Optionee as of the date of the
Closing in accordance with the custom and practice in Colbert County.


(d)           Optionor shall furnish, at its expense, Optionee
with an ALTA Form B Title Insurance Commitment showing all liens, claims, and
encumbrances (including easements, covenants, and restrictions) affecting title
to the real property. Copies of all underlying title documents referred to in
the title commitment report are to be included.


(e)           Conveyance of the Property by Optionor to Optionee
shall include a Right of Refusal and Repurchase Option to be executed at
Closing, including but not limited to, the terms set forth on Exhibit “B”
attached hereto.











(f)            Optionor shall provide
to Optionee copies of all relevant studies and 
documentation related to the property, including environmental reviews
and/or soil testing that have been performed to date. Optionee shall provide
Optionor copies of all property reviews, tests, surveys and other relevant
studies conducted during the initial or extended option period.


7.             Hazardous Waste. This Option Agreement
is contingent on the Property containing no solid waste or materials, the
disposal of which is regulated by any applicable federal, state or local law,
including, without limitation, waste, pollutants or materials deemed to be “hazardous
substances”. Hazardous substances shall mean any and all hazardous substances,
toxic materials,  pollutants, hazardous
or toxic waste defined in any federal, state, county or municipal law, rule,
regulation or ordinance. Optionee may, at its expense, conduct Phase I and II
environmental studies on the property during the Option Period.


8.             Representations and
Warranties of Seller. Optionor hereby warrants and represents to Optionee
that:


(a)           Optionor represents that Optionor is the owner or
representative of the Property and has full power and absolute authority to
enter into this Agreement and to grant the Option and thereafter to convey the
Property as herein set forth at the Closing.


(b)           To the best of Optionor’s knowledge and
information, Optionor hereby represents and warrants to Optionee that there are
no environmentally hazardous materials on or affecting the Property, and
further, that the Property, to the best of Optionor’s knowledge and
information, is in compliance with all applicable federal and state and local
environmental laws, rules and regulations including, but not limited to,
CERCLA, RCRA and all judicial and administrative interpretations thereof,
including any judicial or administrative orders, directives and judgments.


(c)           No broker’s commission is due and owing to any
broker for services  rendered to Seller
in connection with the transaction contemplated herein. Optionor hereby agrees
to indemnify and hold Optionee harmless from and against any claim of any
broker for any such fees or commissions resulting from any such services
allegedly rendered to Optionor.


9.             Survey. Optionee shall at its
expense, have a boundary survey (the “Survey”) of the Property prepared by a
Registered Land Surveyor during the Option Period, a copy of which shall be
provided to the Optionor.


10.           Failure to
Exercise/Close.


(a)           In the event Optionee fails to exercise its Option
to purchase the Property or, in the event Optionee exercises the Option and
then











fails or refuses to purchase the Property, Optionor shall
have the right to cancel this Agreement and retain the Option Fee.
Notwithstanding the foregoing, if Optionee elects not to purchase the property
due to a breach of Optionor’s representations and warranties contained herein,
the Option Fee shall be returned to Optionee.


(b)           In the event Optionor fails or refuses to comply
with this Agreement, Optionee shall have the right to cancel this Agreement and
recover the Option Fee or to pursue other remedies, including the remedy of
specific performance. Optionor shall be liable for and shall pay all costs and
expenses incurred by Optionee arising out of or in connection with or resulting
from the failure or refusal of Optionor to close the purchase of the Property as
set forth herein, including, but not limited to, legal fees and costs incurred
in connection with Optionee’s efforts to purchase the property.


11.           Notices. Any notice provided
pursuant to this Agreement shall not be deemed to have been duly given or served
unless in writing and forwarded by hand delivery, by certified U.S. Mail,
postage prepaid, addressed to a party at its principal business address.
Notices shall be deemed effective upon receipt if delivered by hand and upon
the deposit thereof in the U.S. Mail.


12.           General. This Agreement shall
be binding and inure to the benefit of the parties hereto, their successors and
assigns. The laws of the State of Alabama shall govern this Agreement.


13.           Existing Farm Operation. Optionor and Optionee
agree that in the event Optionee exercises this option, Dallas Holloway shall
be allowed to work the present crop of corn/soybeans through harvest and
agreements between the Optionor and Dallas Holloway shall remain in effect.


IN WITNESS WHEREOF, the parties shall be
deemed to have entered into this Agreement on August 7, 2007 or the date of the
change last initialed by the parties, whichever is later (the “Effective Date”).



	
  

  	
  OPTIONEE:

  TENNESSEE VALLEY AGRI-ENERGY, LLC

  	
   

  	
  OPTIONOR:

  COLBERT COUNTY
 COMMISSION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Bartt R. McCormack

  	
   

  	
  By:

  	
  /S/ Troy Woodis

  
	
   

  	
   

  	
   Its: President

  	
   

  	
   

  	
  Its: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Dennis Bragg

  	
   

  	
  By:

  	
  /S/ Donna K. Llewellyn

  
	
   

  	
   

  	
   Its: Vice President

  	
   

  	
   

  	
  Its: Secretary

  



 











 


	
  STATE OF ALABAMA

  	
  )

  
	
   

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Troy
Woodis, as the Chairman of Colbert County Commission, a County Government, and
whose name is signed to the foregoing and who is known to me, acknowledged
before me on this day that, being informed of the contents of the agreement, he
has, as such officer and with full authority, executed the same voluntarily as
of the day the same bears date.


Given
under my hand and official seal this the 13th day of August, 2007.


	
  

  	
    /S/ Shirley McClure

  
	
   

  	
    NOTARY PUBLIC

  
	
   

  	
  (SEAL)

  



 


My commission expires: 
4-7-08


	
  STATE OF ALABAMA

  	
  )

  
	
   

  	
  )

  
	
  COLBERT COUNTY

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Donna
Llewelleyn, as the Secretary of Colbert county Commission, a County Government,
and whose name is signed to the foregoing and who is known to me, acknowledged
before me on this day that, being informed of the contents of the agreement, he
has, as such officer and with full authority, executed the same voluntarily as
of the day the same bears date.


Given
under my hand and official seal this the        
day of August, 2007.


	
  

  	
    /S/
  Shirley McClure

  
	
   

  	
    NOTARY
  PUBLIC 

  
	
   

  	
  (SEAL)

  



 


My commission expires: 
4-7-08 











 


	
  STATE OF ALABAMA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF Colbert

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Bartt
McCormack, as the President of Tennessee Valley Agri-Energy, a limited
Liability corporation, and whose name is signed to the foregoing and who is
known to me, acknowledged before me on this day that, being informed of the
contents of the agreement, he has, as such officer and with full authority,
executed the same voluntarily as of the day the same bears date.


Given
under my hand and official seal this the 13th day of August, 2007.


	
  

  	
    /S/  Shirley McClure

  
	
   

  	
    NOTARY
  PUBLIC 

  
	
   

  	
  (SEAL)

  



 


My commission expires: 
4-7-08


	
  STATE OF ALABAMA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF Madison

  	
  )

  



 


I, the undersigned, a
Notary Public in and for said County in said State, hereby certify that Dennis
Bragg, as the Vice President of Tennessee Valley Agri-Energy, a limited
Liability corporation, and whose name is signed to the foregoing and who is
know to me, acknowledged before me on this day that, being informed of the
contents of the agreement, he has, as such officer and with full authority,
executed the same voluntarily as of the day the same bears date.


Given
under my hand and official seal this the 13th day of August, 2007


	
  

  	
    /S/
  Barbara J. Bragg

  
	
   

  	
    NOTARY
  PUBLIC 

  
	
   

  	
  (SEAL)

  



 


My commission expires:


NOTARY PUBLIC STATE OF
ALABAMA AT LARGE


MY COMMISSION
EXPIRES:  Aug 11, 2010


BONDED THRU NOTARY PUBLIC UNDERWRITERS