SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, m od ified or supplemented from time to time, this “ Agreement ”) made this 31st day of March, 2009 (the “ Closing Date ”) by and between Ray-Carroll County Grain Growers, Inc. as Creditor (“ Creditor ”), and Show Me Ethanol, LLC, having its principal place of business at 26530 Highway 24 East, Carrollton, MO 64633 (“ Borrower ”).

WHEREAS, Borrower has executed a Subordinated Secured Promissory Note in the original principal sum of $12,000,000.00 of even date herewith in favor of Creditor (the “ Subordinated Note ”) and the parties wish to provide security for Borrower’s obligation in connection therewith on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the Subordinated Note between Borrower and Creditor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Borrower, the parties agree as follows:

“ Account ” shall have the meaning ascribed to such term in the UCC.

“ Account Debtor ” shall have the meaning ascribed to such term in the UCC.

“ Assignment and Acceptance ” shall have the meaning in Section 11 hereof.

“ Business Day ” shall mean any day other than a Saturday, a Sunday or any day on which banks in Kansas City, Missouri are required or permitted to close.

“ Chattel Paper ” shall have the meaning ascribed to such term in the UCC.

“ Collateral ” shall mean all of the property of Borrower described herein, together with all other real or personal property of Borrower or any other Person now or hereafter pledged to Creditor, for the benefit of Creditor and Lenders, to secure, either directly or indirectly, repayment of any of the Liabilities.

“Creditor” shall mean Ray-Carroll County Grain Growers, Inc.

“ Deposit Accounts ” shall have the meaning ascribed to such term in the UCC.

“ Documents ” shall have the meaning ascribed to such term in the UCC.

“ Environmental Laws ” shall mean all federal, state, district, local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health, safety, hazardous substances, pollution and environmental matters, as now or at any time hereafter in effect, applicable to Borrower’s business or facilities owned or operated by Borrower, including laws relating to emissions, discharges, releases or threatened releases of pollutants, contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata) or otherwise relating to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials.

“ Equipment ” shall have the meaning ascribed to such term in the UCC.

“ Event of Default ” shall have the meaning specified in Section 7 hereof.

 “ Fixtures ” shall have the meaning ascribed to such term in the UCC.

“ General Intangibles ” shall have the meaning ascribed to such term in the UCC.

“ Goods ” shall have the meaning ascribed to such term in the UCC.

“ Hazardous Materials ” shall mean any hazardous, toxic or dangerous substance, materials and wastes, including, without limitation, hydrocarbons (including naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants or contaminants (including, without limitation, materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated under any Environmental Law (including, without limitation any that are or become classified as hazardous or toxic under any Environmental Law).

“ Indemnified Party ” shall have the meaning specified in Section 14 hereof.

“ Instruments ” shall have the meaning ascribed to such term in the UCC.

“ Intercreditor Agreement ” shall mean that Intercreditor Agreement by and among FCS Financial, PCA, the Borrower and Creditor dated the date hereof.

“ Inventory ” shall have the meaning ascribed to such term in the UCC.

“ Investment Property ” shall have the meaning ascribed to such term in the UCC.

“Leasehold Dead of Trust” shall mean that Missouri Leasehold Deed of Trust, Assignment of Rents and Security Agreement by and among the trustee named therein and Borrower as grantor, dated the date hereof.

“ Liabilities ” shall mean the indebtedness owed by Borrower to Creditor pursuant to the Subordinated Note.

“ Loan Documents ” shall mean this Agreement, the Subordinated Note, Leasehold Deed of Trust and all other agreements, instruments and documents, including, without limitation, guaranties, mortgages, trust deeds, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, leases, financing statements, bank account agreements, banking and related services or cash management agreements and all other writings heretofore, now or from time to time hereafter executed by or on behalf of Borrower or any other Person and delivered to Creditor and/or any Lender or to any parent, Affiliate or subsidiary of Creditor and/or any Lender in connection with the transactions contemplated hereby, as each of the same may be amended, modified or supplemented from time to time.

“ Material Adverse Effect ” shall mean (i) a material adverse change in, or a material adverse effect on the business, property, assets, operations or prospects of Borrower as determined by Creditor in its sole discretion, determined in good faith, (ii) a material impairment of the ability of Borrower to perform any of its obligations under the Loan Documents as determined by Creditor in its sole discretion, determined in good faith, (iii) a material adverse effect upon the Collateral or its value as determined by Creditor in its sole discretion, determined in good faith, or (iv) a material impairment of the enforceability or priority of Creditor’s liens upon the Collateral or the legality, validity, binding effect or enforceability of the Loan Documents as determined by Creditor in their sole discretion, determined in good faith.

“ Other Agreements ” shall mean the Loan Documents.

“ Person ” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, entity, party or foreign or United States government (whether federal, state, county, city, municipal or otherwise), including, without limitation, any instrumentality, division, agency, body or department thereof.

“ Proceeds ” shall have the meaning ascribed to such term in the UCC.

“ Register ” shall have the meaning set forth in subsection 11(d) hereof.

“ Senior Loan Agreements ” shall mean that certain Construction and Term Loan Agreement by and among Borrower, FCS Financial, PCA, as administrative Creditor, and the banks named therein, dated as of March 1, 2007 and that certain Revolving Creditor Agreement by and between Borrower and FCS Financial, PCA, dated November 6, 2007, as they may  be amended.

“ Senior Loan Documents ” shall mean the Senior Loan Agreements, the promissory note evidencing the loan made by the Senior Loan Agreements, a deed of trust in support of the loan made under the Senior Loan Agreement, and all other instruments and documents executed and delivered by Borrower, as amended from time to time, and any renewal and extensions thereof.

“Subordinated Note” in the original principal sum of $12,000,000.00 from Borrower to Creditor of even date herewith.

 “ Subsidiary ” shall mean any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time stock of any other class of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by Borrower, or any partnership, joint venture or limited liability company of which more than fifty percent (50%) of the outstanding equity interests are at the time, directly or indirectly, owned by Borrower or any partnership of which Borrower is a general partner.

“ Supporting Obligations ” shall have the meaning ascribed to such term in the UCC.

“ UCC ” shall mean the Uniform Commercial Code as in effect in Missouri from time to time.

The Liabilities shall be performed in accordance with the provisions of the Subordinated Note.

As security for the payment and performance of all Liabilities of Borrower hereunder and under the Subordinated Note, Borrower hereby assigns to Creditor and grants to Creditor, a continuing security interest in the following property of Borrower, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located:

(a)           all Accounts and all Goods whose sale, lease or other disposition by Borrower has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, Borrower;

(b)           all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification);

(c)           all Inventory;

(d)           all Goods (other than Inventory), including, without limitation, Equipment, vehicles and Fixtures;

(e)           all Investment Property;

(f)           all Deposit Accounts, bank accounts, deposits and cash;

(g)           Commercial Tort Claims;

(h)           All Supporting Obligations;

(i)           any other property of Borrower now or hereafter in the possession, custody or control of Creditor or any parent, affiliate or subsidiary of Creditor, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and

(j)           all additions and accessions to, substitutions for, and replacements, products and Proceeds of the foregoing property, including, without limitation, proceeds of all insurance policies insuring the foregoing property, and all of Borrower’s books and records relating to any of the foregoing and to Borrower’s business.

In addition to the foregoing Collateral, the Liabilities shall be secured by a Leasehold Deed of Trust, to be executed, delivered at the time of entry into this Agreement.

Creditor, in its sole discretion, without waiving or releasing any obligation, liability or duty of Borrower under this Agreement or the other Loan Documents or any Event of Default, may at any time or times hereafter, but shall not be obligated to, pay, acquire or accept an assignment of any security interest, lien, encumbrance or claim asserted by any Person in, upon or against the Collateral.  All sums paid by Creditor in respect thereof and all costs, fees and expenses including, without limitation, reasonable attorney fees, all court costs and all other charges relating thereto incurred by Creditor shall constitute Liabilities, payable by Borrower to Creditor on demand.

Borrower shall, at Creditor’s request, at any time and from time to time, authenticate, execute and deliver to Creditor such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Creditor) and do such other acts and things or cause third parties to do such other acts and things as Creditor may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Creditor  to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral.  Borrower irrevocably hereby makes, constitutes and appoints Creditor (and all Persons designated by Creditor for that purpose) as Borrower’s true and lawful attorney and Creditor-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Creditor’s security interest in the Collateral.  Borrower further ratifies and confirms the prior filing by Creditor of any and all financing statements which identify Borrower as debtor, Creditor as secured party and any or all Collateral as collateral.  Borrower shall deliver to Creditor any and all evidence of ownership of any of the Equipment including, without limitation, certificates of title and applications of title and shall take all actions and execute all documents required to cause the security interest of Creditor hereunder to be noted upon any such certificates of title. Borrower shall indicate on its records concerning the Collateral a notation, in form satisfactory to Creditor, of the security interest of Creditor hereunder.  Notwithstanding the foregoing, Borrower shall not be obligated to record the Creditor on certificates of title for rolling stock or motor vehicles.

Creditor may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Liabilities, (i) enforce collection of any of each Borrower’s Accounts or other amounts owed to Borrower by suit or otherwise; (ii) exercise all of Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to Borrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of Borrower or other amount owed to Borrower upon such terms, for such amount and at such time or times as Creditor deems advisable; (v) prepare, file and sign Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to Borrower; and (vi) do all other acts and things which are necessary, in Creditor’s sole discretion, to fulfill Borrower’s obligations under this Agreement and the other Loan Documents and to allow Creditor to collect the Accounts or other amounts owed to Borrower.  In addition to any other provision hereof, Creditor may at any time, after the occurrence and during the continuance of an Event of Default, at Borrower’s expense, notify any parties obligated on any of the Accounts to make payment directly to Creditor of any amounts due or to become due thereunder.

Promptly following request therefore by Creditor, Borrower shall deliver to Creditor such business or financial data, reports, appraisals and projections as Creditor may reasonably request.

Borrower hereby represents and warrants to Creditor, which representations and warranties (whether appearing in this Section or elsewhere) shall be true at the time of Borrower’s execution hereof and the closing of the transactions described herein or related hereto, shall remain true until the repayment in full and satisfaction of all the Liabilities and termination of this Agreement, provided, that representations and warranties made as of a particular date shall be true and correct as of such date.

The offices where Borrower keeps its books, records and accounts (or copies thereof) concerning the Collateral, Borrower’s principal place of business and all of Borrower’s other places of business, locations of Collateral and post office boxes and locations of bank accounts are as set forth in Exhibit A .  The Collateral, including, without limitation, the Equipment (except any part thereof which Borrower shall have advised Creditor in writing consists of Collateral normally used in more than one state) is kept, or, in the case of vehicles, based, only at the addresses set forth on Exhibit A .

Borrower is a duly organized, validly existing and in good standing in its state of organization and duly qualified and in good standing in all states where the nature and extent of the business transacted by it or the ownership of its assets makes such qualification necessary or if Borrower is not so qualified, Borrower may cure any such failure without losing any of its rights, incurring any liens or material penalties, or otherwise affecting Creditor’s rights.  Borrower’s state of organization, form of organization and organizational identification number is set forth on Schedule 5.2 hereto.  Borrower has the right and power and is duly authorized and empowered to enter into, execute and deliver this Agreement and the other Loan Documents and perform its obligations hereunder and thereunder.  Borrower’s execution, delivery and performance of this Agreement and the other Loan Documents does not conflict with the provisions of the organizational documents of Borrower, any statute, regulation, ordinance or rule of law, or any agreement, contract or other document which may now or hereafter be binding on Borrower, except for conflicts with agreements, contracts or other documents which would not have a Material Adverse Effect, and Borrower’s execution, delivery and performance of this Agreement and the other Loan Documents shall not result in the imposition of any lien or other encumbrance upon any of Borrower’s property under any existing indenture, mortgage, deed of trust, loan or Creditor agreement or other agreement or instrument by which Borrower or any of its property may be bound or affected.

Borrower’s name has always been as set forth on the first page of this Agreement and Borrower uses no trade names, assumed names, fictitious names or division names in the operation of its business.

This Agreement and the other Loan Documents to which Borrower is a party are the legal, valid and binding obligations of such Borrower and are enforceable against Borrower in accordance with their respective terms.

Until payment and satisfaction in full of all Liabilities and termination of this Agreement, unless Borrower obtains Creditor’s prior written consent waiving or modifying any of such Borrower’s covenants hereunder in any specific instance, Borrower covenants and agrees as follows:

Borrower shall at all times keep accurate and complete books, records and accounts with respect to all of Borrower’s business activities, in accordance with sound accountin