Name of Investor: Total Value of Investment:

·

a completed and executed copy of this Purchase Agreement;

·

payment, in the form of a cashier’s check or by wire transfer to the Escrow Agent, for the total investment made by you; and

·

such other documents as the Company may reasonably request in the future to validate the representations and warranties made below are true.

·

the Loan and Security Agreement, attached hereto as Annex A;

·

the Intercreditor/Subordination Agreement, attached hereto as Annex B;

·

a form of the final Note, attached hereto as Annex C;

·

the Escrow Agreement, attached hereto as Annex D;

·

the Leasehold Deed of Trust, Assignment of Rents and Security Agreement, attached hereto as Annex E; and

·

The Company’s Annual Report filed on Form 10-K for the period ending December 31, 2007 and its Current Reports filed on Form 8-K since January 1, 2008, attached hereto as Annex F.

I am a resident of the state set forth by my signature below, and I am not a nonresidential alien of the United States.

I understand the Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state securities laws, and are being offered and issued in reliance upon exemptions provided in the Act and rules promulgated thereunder, and applicable state securities laws and regulations. I make the representations, warranties, acknowledgments and agreements in this Purchase Agreement with the intent that the same may be relied upon by the Company in complying with such exemptions. I understand that the Company has no obligation or intention to register the Notes. There will be no public market for the Notes, and the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Act with respect to the resale of restricted securities will be unavailable to me in respect of the Notes unless all of the conditions of that rule are met. I further understand that no federal or state agency has recommended or endorsed the Notes or made any finding or determination as to the fairness, accuracy or completeness of the provisions hereof or the offering of the Notes. I understand that as a consequence of the limitations above, it may not be possible for me to liquidate my investment in the Notes in the event of an emergency, change of circumstances or other immediate need for cash.

After receipt of this executed Purchase Agreement by the Company, the Company may require me to submit such additional documentation as the Company deems necessary or appropriate to establish or otherwise evidence or substantiate compliance with this Purchase Agreement and/or applicable federal or state securities laws or regulations. All information set forth in any such additional documentation will be true and accurate in all respects.

I have received and carefully read and am familiar with the Loan and Security Agreement, Intercreditor/Subordination Agreement, Form of Notes, Escrow Agreement, the Leasehold Deed of Trust, Assignment of Rents and Security Agreement, the Company’s public filings with the Securities and Exchange Commission, and this Purchase Agreement. I confirm that I agree to the terms of each of the Loan and Security Agreement, Intercreditor/Subordination Agreement, the Note, the Leasehold Deed of Trust, Assignment of Rents and Security Agreement and the Escrow Agreement (collectively the Loan Documents”), including appointment of the State Bank of Slater as Agent under the Loan and Security Agreement, appointment of the State Bank of Slater as Escrow Agent under the Escrow Agreement, that pursuant to the Intercreditor/Subordination Agreement the senior creditors of the Company will be paid prior to any claims a Notes Investor may have in case of Company bankruptcy. The terms and provisions of the Loan Documents are hereby incorporated herein by this reference. In particular, I acknowledge and agree that I have read and understand the provisions of Section 11 of the Loan and Security Agreement and that I agree to be bound by these provisions, including, but not limited to, the indemnification provisions set forth in Section 11.7 of the Loan and Security Agreement. In addition, I specifically acknowledge and agree that neither Agent (as defined in the Loan and Security Agreement) nor Escrow Agent (as defined in the Escrow Agreement) have made any representations or warranties to me with respect to or regarding this Purchase Agreement, the Loan and Security Agreement, Intercreditor/Subordination Agreement, the Note, the Leasehold Deed of Trust, Assignment of Rents and Security Agreement or the Escrow Agreement, the Collateral (as defined in the Loan and Security Agreement), any liens or security interests on or in the Collateral, any of the transactions contemplated under this Purchase Agreement or these other Loan Documents, the prospects of repayment of the sums I am loaning to the Company, the return on my investment or any other matter relating to this Purchase Agreement and the transactions contemplated under this Purchase Agreement and the other Loan Documents.

I have had access, during the course of this transaction and prior to the sale of the Notes, to all information that I believe to be necessary to enable me to evaluate the merits and risks of a prospective investment in the Notes and of entering into this Purchase Agreement. I have had the opportunity to ask questions of and receive answers from the officers of the Company, or a person or persons acting on their behalf, concerning the terms and conditions of the offering and the opportunity to obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information to which I have had access. All questions raised by me have been answered to my full satisfaction.

I (i) am acquiring the Notes subscribed for herein for my own account for investment only and not with a view to the distribution or transfer thereof, and as the sole record and beneficial holder thereof; (ii) am acquiring the Notes without any intention of reselling or distributing the Notes except in accordance with the provisions of the Act and rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations; and (iii) agree that I will not sell, pledge, hypothecate, donate or otherwise transfer the Notes, whether or not for consideration, except in accordance with such laws, rules and regulations, and in all events except upon the submission to the Company of such other evidence as may be satisfactory to counsel to the Company, to the effect that any such transfer shall not be in violation of the Act, applicable state securities laws or any rules or regulations promulgated thereunder.

I have such knowledge and experience in financial and business matters that I and/or my advisors are capable of evaluating the merits and risks of the prospective investment in the Notes and of the entering into of this Purchase Agreement. I am able to bear the economic risk of the investment in the Notes and of entering into this Purchase Agreement, and I have adequate financial or other means for providing for my current needs and contingencies and have no need for liquidity in this investment.

My overall commitment to investments which are not readily marketable is not disproportionate to my net worth, and my investment in the Notes will not cause such overall commitment to become excessive.

I understand that an investment in the Company involves significant risks, including but not limited to, the lack of transferability of the Notes, the Company’s lack of operating history, competition and government regulation in the alternative energy industry, general economic conditions, and the Company’s lack of business diversity. I have evaluated and understand the risks associated with an investment in the Company and knowingly accept the same.

I understand and acknowledge that the Notes will contain a legend similar to the following:

I understand and acknowledge that with respect to the Notes, including any portion of the Notes presented for transfer, the Company shall place the preceding legend in subparagraph (j) on any new Note which may be issued in connection with such transfer, and shall also make notations on the records of the Company regarding restrictions on the transferability of said new Note represented thereby.

I further warrant that the information set forth in this Purchase Agreement is true and correct and I acknowledge that the Company, the Agent and the Escrow Agent are each relying on the accuracy of the information contained herein.

I am an “accredited investor,” as such term is defined under federal securities laws, and therefore I meet the standards established in one of the following categories:

a)

a director or executive officer of Show Me Ethanol, LLC;

b)

individual net worth, or joint net worth with your spouse, exceeds $1,000,000; or

c)

individual income in excess of $200,000 in 2006 and 2007 or joint income with your spouse in excess of $300,000 in 2006 and 2007 and you have a reasonable expectation of reaching at least the same income level in 2008.

Total Value of Investment:

Name of Notes Investor:

Address:

State of Residence:

Telephone Number:

Social Security Number(s):

NOTES INVESTOR:

Name:

Signature:

Title (if applicable):

Signature of Joint Tent or Tenant in Common (if so purchasing):

Signature:

Printed Name:

Relationship:

SHOW ME ETHANOL, LLC

Date of Acceptance:

By:

Name: Greg Thomas

_______________________, 2008

Title: General Manager