ORION ETHANOL, INC. CONVERTIBLE SENIOR NOTE

ORION ETHANOL, INC.

CONVERTIBLE SENIOR NOTE

FOR VALUE RECEIVED, Orion Ethanol, Inc. (formerly, RTO Holdings, Inc.) (" Company ") promises to pay to [______________________] or its registered assigns (" Holder ") the principal sum of ______________ ($__________), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at an initial rate equal to eight percent (8.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. The per annum interest rate shall increase by one percent (1.0%) to nine percent (9%) on April 1, 2007 and by an additional one percent (1.0%) on each Interest Payment Date thereafter. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) the Maturity Date (as defined below), or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Holder or made automatically due and payable in accordance with the terms hereof. This Note is one of the " Notes " issued pursuant to the Subscription Agreement, as amended, modified or supplemented (the " Subscription Agreement "), between Company and Holder. Accrued and unpaid interest on the unpaid principal balance hereof shall be payable quarterly on each January 1, April 1, July 1 and October 1 (each, an “Interest Payment Date”), commencing January 1, 2007, to the Person who is the registered holder at the close of business on such Interest Payment Date. Capitalized terms used herein that are not defined, shall have the meaning set forth in the Subscription Agreement.

The following is a statement of the rights of Holder and the conditions to which this Note is subject, and to which Holder, by the acceptance of this Note, agrees:

(a)     “Automatic   Conversion Date” shall mean the closing date of a Qualified Financing (as defined in Section 5 hereto).

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

(c)     “Common Stock” means the common stock of the Company.

(d)     “Company” includes the corporation initially executing this Note and any Person which shall succeed to or assume the obligations of Company under this Note.

(e)     “Event of Default” has the meaning given in Section 3 hereof.

(f)       “Holder” shall mean the Person specified in the introductory paragraph of this Note or any Person who shall at the time be the registered holder of this Note.

(g)     “Maturity Date” shall mean October 31, 2008.

(h)     “Obligations” shall mean and include all loans, advances, debts, liabilities and obligations, howsoever arising, owed by Company to Holder of every kind and description, now existing or hereafter arising under Transaction Documents, including, all interest, fees, charges, expenses, attorneys' fees and costs and accountants' fees and costs chargeable to and payable by Company hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et   seq .) (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(i)     " Person " shall mean and include an individual, a partnership, a corporation (including a business trust), a joint stock company, a limited liability company, an unincorporated association, a joint venture or other entity or a governmental authority.

(j)     “Registration Rights Agreement” means the Registration Rights Agreement dated as of November 1, 2006 among the Company and the initial purchasers of the Notes.

(k)     " Transaction Documents " shall mean this Note, the Subscription Agreement, each of the other Notes issued under the Subscription Agreement and such other documents included in the definition of Transaction Documents set forth in the Subscription Agreement.

(a)     Failure to Pay . Company shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest or other payment required under the terms of this Note or any other Transaction Document (including the Registration Delay Payments under the Registration Rights Agreement) within three (3) days of the date due;

(b)     Representations and Warranties . Any representation, warranty, certificate, or other statement (financial or otherwise) made or furnished by or on behalf of Company to Holder in writing in connection with this Note or any of the other Transaction Documents, or as an inducement to Holder to enter into this Note and the other Transaction Documents, shall be false, incorrect, or misleading in any material respect when made or furnished;

(c)     Voluntary Bankruptcy or Insolvency Proceedings . Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (" Bankruptcy Law "), Company or any of its subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or similar official for itself or for all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated, (iv) commence a voluntary case or other proceeding, consent to the entry of an order for relief against the Company, or in an involuntary case consent to the appointment of or taking possession of its property by any official, or (v) take any action for the purpose of effecting any of the foregoing; and

(d)     Involuntary Bankruptcy or Insolvency Proceedings . Pursuant to or within the meaning of any Bankruptcy Law, proceedings shall be commenced against the Company or any of its subsidiaries or property for (i) the appointment of a receiver, trustee, liquidator or similar official, (ii) relief in an involuntary case, or (iii) liquidation or reorganization and, in each case an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement.

(e)     The failure of the applicable Registration Statement required to be filed pursuant to the Registration Rights Agreement to be declared effective by the SEC on or prior to the date that is sixty (60) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), or while the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the effectiveness of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or is unavailable to any holder of the Notes for sale of all of such holder’s Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of ten (10) consecutive days (other than days during an Allowable Grace Period (as defined in the Registration Rights Agreement) or for more than an aggregate of thirty (30) days in any 365 day period (other than days during an Allowable Grace Period);

(f)     The Company’s (A) failure to deliver the required number of shares of Common Stock within ten (10) Business Days after the applicable Conversion Date or (B) notice, written or oral, to any holder of the Notes, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Notes into shares of Common Stock that is tendered in accordance with the provisions of the Notes.

(a)     Automatic Conversion . Upon the closing of an equity financing consisting of Common Stock, preferred stock, warrants to purchase Common Stock or preferred stock, or any combinati