INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (the “Agreement”), dated as of March 31, 2009, is entered into by and between FCS Financial, PCA (“Lender”), for itself and as administrative agent with respect to the Senior Loan Agreements, as defined below; Ray-Carroll County Grain Growers, Inc. , a Missouri cooperative association (“Ray-Carroll”); and Show Me Ethanol, LLC (“Borrower”).

SECTION 1.01.   Definitions .  As used herein, the following terms shall have the meanings specified below:

“Collateral” has the meaning specified in the Senior Loan Documents between Borrower and Lender.

“Collateral Assignment of Grain Supply Agreement” means that certain Collateral Assignment of Grain Supply Agreement entered into by Borrower and Lender and acknowledged and consented to by Ray-Carroll on March 7, 2007.

“Default” shall mean any Event of Default specified in the Senior Loan Documents or under the Ray-Carroll Loan Documents, or any other event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Senior Loan Documents or the Ray-Carroll Loan Documents.

"Default Notice" shall mean a notice delivered pursuant to Section 7.04 hereof: (i) by Lender to Ray-Carroll notifying Ray-Carroll of the occurrence of a Default under the Senior Loan Documents, and (ii) by Ray-Carroll to Lender notifying Lender of the occurrence of a Default under the Ray-Carroll Loan Documents.  A notice shall not be effective unless the allegations on which the notice is based are factually accurate.

"Grain Supply Agreement" that certain Grain Supply Agreement dated March 7, 2007 by and between the Borrower and Ray-Carroll, as the same may be amended from time to time.

"Grain Supply Agreement Obligations" shall mean all amounts incurred within the terms of the Grain Supply Agreement subject to the limitation set forth in section 6.01(d) due from Borrower to Ray-Carroll under the Grain Supply Agreement.

“Insolvency Event” means when (i) Borrower shall (a) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (b) commence a proceeding seeking to take advantage of any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition for adjustment of debts, (c) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under such bankruptcy laws or other laws, (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of a substantial part of its property, domestic or foreign, (e) make a general assignment for the benefit of creditors, or (f) take any corporate action for the purpose of authorizing any of the foregoing; or (ii) a case or other proceeding shall be commenced against Borrower in any court of competent jurisdiction seeking (a) relief under the federal bankruptcy laws (as now or hereafter in effect) or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts, or (b) the appointment of a trustee, receiver, custodian, liquidator or the like of Borrower or of all or any substantial part of the assets, domestic or foreign, of Borrower, and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive calendar days, or an order granting the relief requested in such case or proceeding against Borrower (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.

“Lender” shall mean FCS Financial, PCA, and any other holder from time to time of the Senior Debt.

“Non-Payment Default” shall mean a Default by Borrower under the Senior Loan Agreements other than a failure to pay principal and interest when due.

"Non-Payment Default Remedy Forbearance Period" shall mean the period commencing with the delivery of a Default Notice to Ray-Carroll and ending on the earlier to occur of (1) the 90 ^th day following the occurrence of the Non-Payment Default; (2) waiver or cure of the Non-Payment Default; or (3) an Insolvency Event.

“Payment Default” shall mean a Default by Borrower under the Senior Loan Agreements for failure to pay principal or interest when due.

“Payment Default Remedy Forbearance Period” shall mean the period commencing with the delivery of a Default Notice to Ray-Carroll and ending on the earlier to occur of (1) the 120 ^th day following the occurrence of the Payment Default; (2) waiver or cure of the Payment Default; or (3) an Insolvency Event..

“Ray-Carroll Loan Agreement” shall mean that certain Conversion and Loan Agreement by and among Ray-Carroll and Borrower, dated as of March 31, 2009;

“Ray-Carroll Loan Documents” shall mean the Ray-Carroll Note, and all other instruments and documents executed and delivered by Borrower, as amended from time to time, and any renewal and extensions thereof, with respect to the Ray-Carroll Note Debt.

“Ray-Carroll Note” shall mean those certain promissory note issued by Borrower to Ray-Carroll in the amount of dated as of March 31, 2009

“Ray-Carroll Note Debt” shall mean all obligations of Borrower to Ray-Carroll under the Ray-Carroll Loan Documents, but shall not include the Grain Supply Agreement Obligations.

"Remedy Forbearance Period" shall mean collectively the Payment Default Remedy Forbearance Period and the Non-Payment Default Forbearance Period.

“Senior Notes” shall mean all notes of Borrower payable to Lender evidencing all or part of the Senior Debt, and any amendments, modifications, renewals or extensions thereof.

“Senior Debt” shall mean all obligations of Borrower to Lender now or hereafter existing under the Senior Loan Documents, whether for principal or interest (including interest accruing after the occurrence of an Insolvency Event), and whether or not the same is allowed as a claim, prepayment premium, fees, expenses or otherwise.

“Senior Loan Agreements” shall mean that certain Construction and Term Loan Agreement by and among Borrower, Lender, as administrative agent, and the Banks named therein, dated as of March 1, 2007 and that certain Revolving Credit Agreement by and between Borrower and Lender dated November 6, 2007, both as amended.

“Senior Loan Documents” shall mean the Senior Loan Agreements, the Note, the Deed of Trust, and all other instruments and documents executed and delivered by Borrower, as amended from time to time, and any renewal and extensions thereof, with respect to the Senior Debt.

SECTION 2.01.   Representations and Warranties .  Ray-Carroll hereby represents and warrants to Lender as follows:

(a)  There are no existing agreements or understandings relating to the Ray-Carroll Note Debt between Borrower and Ray-Carroll or the relationship between Borrower and Ray-Carroll under the Grain Supply Agreement that are not fully and accurately described in the Ray-Carroll Loan Documents or the Grain Supply Agreement.

(b)  This Agreement has been duly executed and delivered by Ray-Carroll, and is the valid and binding obligation of Ray-Carroll, enforceable against it in accordance with its terms.

(c) Ray-Carroll is the owner of one hundred percent (100%) of the issued and outstanding Class B membership interests in Borrower and is not relying in anyway on Lender to provide or otherwise distribute information to Ray-Carroll regarding Borrower, save and except any agreements or understandings between Borrower and Lender that are not stated in the Senior Loan Documents.

SECTION 3.01.   Representations and Warranties .  Lender hereby represents and warrants to Ray-Carroll as follows:

(a)  This Agreement has been duly executed and delivered by the Lender through a representative duly authorized by Lender to enter this Agreement for itself with respect to the Revolving Credit Agreement by and between Borrower and Lender dated November 6, 2007, as amended, and as administrative agent with respect to the Construction and Term Loan Agreement by and among Borrower, Lender, as administrative agent, and the Banks named therein, dated as of March 1, 2007, as amended, and is the valid and binding obligation of Lender in those capacities, enforceable against it in accordance with its terms.

(b)  There are no existing agreements or understandings relating to the Senior Debt between Borrower and Lender, for itself with respect to the Revolving Credit Agreement by and between Borrower and Lender dated November 6, 2007, as amended, and as administrative agent with respect to the Construction and Term Loan Agreement by and among Borrower, Lender, as administrative agent, and the Banks named therein, dated as of March 1, 2007, as amended, that are not fully and accurately described in the Senior Loan Documents.

SECTION 4.01.   Representations and Warranties .  Borrower hereby represents and warrants to Lender and Ray-Carroll as follows:

(a)  This Agreement has been duly executed and delivered by Borrower through a representative duly authorized by Borrower to enter this Agreement and is the valid and binding obligation of Borrower, enforceable against it in accordance with its terms.

(b)  There are no existing agreements or understandings relating to the Senior Debt between Borrower and Lender, Lender for itself with respect to the Revolving Credit Agreement by and between Borrower and Lender dated November 6, 2007, as amended, and as administrative agent with respect to the Construction and Term Loan Agreement by and among Borrower, Lender, as administrative agent, and the Banks named therein, dated as of March 1, 2007, as amended, that are not fully and accurately described in the Senior Loan Documents.

(c)  There are no existing agreements or understandings relating to the Ray-Carroll Loan Agreement between Borrower and Ray-Carroll with respect to payment or security for repayment of the Ray-Carroll Note Debt that are not fully and accurately described in the Ray-Carroll Loan Documents.

SECTION 5.01.   Lien Subordination .

(a)   General .  The liens securing repayment of the Ray-Carroll Note Debt are, except as otherwise set forth in this Agreement, made expressly subordinate and junior to the liens securing repayment of the Senior Debt to the extent and in the manner set forth in this Agreement.

SECTION 5.02.   Priorities, Remedies, and Payment Over of Proceeds in Certain Events .

(a)   Payment Default under Senior Loan Agreements .  Subject to section 5.02(g), if a Payment Default exists and is continuing, Borrower shall make no direct or indirect payment of the Ray-Carroll Debt, and Ray-Carroll further agrees that it will not accept such payment until expiration of the Payment Default Remedy Forbearance Period.

(b)   Non-Payment Default under Senior Loan Agreements .  Subject to section 5.02(g), if a Non-Payment Default exists and is continuing, or if the Senior Debt has matured, Borrower shall make no direct or indirect payment of the Ray-Carroll Debt, and Ray-Carroll further agrees that it will not accept such payment during the Non-Payment Default Remedy Forbearance Period.

(c)            Suspension of Remedies .  Subject to section 5.02(g), in addition to the restrictions on payment to Ray-Carroll and/or on Ray-Carroll’s acceptance of payments from Borrower, so long as a Remedy Forbearance Period shall exist and be continuing, Ray-Carroll shall not (i) seek, pursue, ask, demand, or sue for any payment, distribution or any other remedy in respect of the Ray-Carroll Debt, any collateral securing the Ray-Carroll Debt, or otherwise available under the Ray-Carroll Loan Documents, (ii) demand, ask for or apply to any court for the appointment of a receiver to own or operate the Borrower, any of its properties or any of its businesses, or (iii) commence, or join with any other creditor (other than Lender) in commencing, any Insolvency Event.

(d)   Certain Payments Held in Trust .  In the event that, notwithstanding the foregoing provisions prohibiting such payment, Ray-Carroll shall have received any payment or distribution in respect of the Ray-Carroll Debt contrary to such provisions, then and in such event such payment or distribution shall be received and held in trust for Lender and shall be paid over or delivered to Lender for application to the Senior Debt.

(e)  Permitted Payments to Ray-Carroll .  Except as expressly set forth in this Section 5.02, Lender specifically acknowledges and agrees that Borrower shall be permitted to make, and Ray-Carroll shall be entitled to receive, interest and permitted principal payments on the Ray-Carroll Debt in accordance with the Ray-Carroll Loan Documents.  Neither the interruption of payments to Ray-Carroll or the suspension of remedies pursuant to this Section 5.02 shall be interpreted to constitute a general subordination in priority of payment.

(f)   Default Notices; Remedy Notices .  Promptly upon learning of an Event of Default under the Senior Loan Agreement, Lender shall give notice to Ray-Carroll of such Default.  Likewise, promptly upon learning of an Event of Default under the Ray-Carroll Loan Documents, Ray-Carroll shall give notice to Lender of such Default.  If either Lender or Ray-Carroll should (i) seek, pursue, ask, demand, or sue for any payment, exercise of any right as a secured party, disposition of property or conduct of trustee’s sale, distribution or any other remedy in respect of the Borrower's respective obligations, any collateral securing such obligations, or otherwise available under the applicable loan agreements, (ii) demand, ask for or apply to any court for the appointment of a receiver to own or operate the Borrower, any of its properties or any of its businesses, or (iii) commence, or join with any other creditor in commencing, any Insolvency Event, then, and in such event, the party so moving shall provide prompt notice of such action to the non-moving party.

(g)            Limitation on Exercise of Payment and Remedy Blocks .  Notwithstanding anything to the contrary, the Lender may not invoke Sections 5.02(a) or (b) to suspend Ray-Carroll's right to receive payments under the Ray Carroll Loan Documents or invoke Section 5.02(c) to block Ray-Carroll's exercise of its remedies if Section 5.02(a), (b), or (c) has been invoked at any time in the preceding 365 days..