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Exhibit 10.3  


 
 

FINANCIAL SERVICES AGREEMENT    
  


        This Financial Services Agreement (this "Agreement") is entered into this 25th day of March, 2003,
by and between Illinois River Energy, LLC, a Delaware limited liability company ("Illinois River"), and Northland Securities, Inc., a Minnesota
corporation ("Northland Securities"). 


Recitals:  



        WHEREAS, Illinois River is desirous of developing, constructing and operating a minimum 40 million gallon ethanol production facility in northern Illinois
(the "Project"); 


        WHEREAS,
Northland Securities has experience with and can provide advice on financial matters and assistance regarding project financing; and 


        WHEREAS,
Illinois River is desirous of obtaining the services of Northland Securities to provide such advice on financial matters and assistance regarding project financing in connection
with the Project. 


        NOW,
THEREFORE, in consideration of the mutual covenants and stipulations hereafter, the parties agree as follows: 


        Section 1.    (A) Services.    Northland Securities shall provide to Illinois River the following services (the  "Services")
in connection with the Project: 



        (1)  Assist
and advise Illinois River in developing and implementing a strategy for the financing needs for the Project and Illinois River, including seed capital, equity,
and debt; 


        (2)  Assist
and advise Illinois River in evaluating financial options, including associated costs and technical aspects of any U.S. Department of Agriculture guarantee
program, tax increment financing revenue bonds, subordinated debt, and state and federal grants; 


        (3)  Assist
and advise Illinois River in sourcing and evaluating negotiations of debt financing for the Project, including construction financing and long-term
debt financing; 


        (4)  Assist
and advise Illinois River in the preparation of a development business plan (the "Business Plan") with five years
of operation projections; 


        (5)  Assist
and advise Illinois River in credit analyses, submissions, and presentations; and 


        (6)  Services
rendered in connection with the Private Debt Placement, as described below. 




        In
addition, Northland Securities agrees to act as Illinois River's exclusive selling agent to solicit purchases of equity and debt on a "best efforts" basis. The equity offering and the
compensation of Northland Securities related to such equity offering shall be pursuant to an agency agreement to be entered into by Illinois River and Northland Securities (the  "Agency Agreement").




        (B)    Private Debt Placement.    The offering of debt will be made by a private placement memorandum (including any
amendments thereto, the "Memorandum") to be prepared by Illinois River. Any offers and sales of debt securities will be made in accordance with the
exemptions from registration under the Securities Act of 1933, as amended (the "Act"), as provided by Section 4(2) and/or Regulation D,
Rule 506 under the Act, and other available exemptions under the Act and applicable State or other jurisdictions securities laws (the "Private Debt
Placement"). 


        Northland
Securities will consult with Illinois River in planning the Private Debt Placement and review with Illinois River and its counsel all preliminary and final revisions of the
Memorandum, the subscription documents (including investor questionnaires) related thereto, and such local securities 


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laws' compliance as may be required as a result of the Private Debt Placement. All documents to be used in the Private Debt Placement are to be reviewed by Northland Securities prior to use by
Illinois River in making offers or sales. 


        It
is understood that Illinois River may in its discretion postpone, modify, abandon or terminate the Private Debt Placement at any time prior to its consummation. Northland Securities
may decline to participate in the Private Debt Placement if it reasonably determines that the offering has become impractical or undesirable. Subject to prior approval by Illinois River, Northland
Securities reserves the right to retain other NASD broker/dealers to act as subagents on its behalf and to retain foreign representatives to act on its behalf for offers to non-U.S.
persons (as defined under the Act), subject to their agreement to the terms hereof. 


        Section 2.    Compensation.    


        (A)    Fees.    In consideration of the Services, Illinois River will pay to Northland Securities a fee as a
percentage of Total Project Capitalization as set forth in the following table. All capitalized terms in this Section 2(A) are defined in Section 2(B) below. 



	FEE
	 	PAYMENT

TERMS

	1.75% of Total Project Capitalization	 	Due in full at time of Financial Close
	0.25% of Total Project Capitalization	 	Prorated over 9 months after Successful Commissioning






        The
fees described in this Section 2(A) are in addition to any fees or commissions payable to Northland Securities by Illinois River under the Agency Agreement. Such fees shall be
paid by Illinois River check. Northland Securities agrees to pay U.S. Bancorp Piper Jaffray Inc. a fee equal to 25% of the fees described in this Section 2(A) on the dates such fees are
due and payable to Northland Securities hereunder. Northland Securities agrees that Illinois River shall have no obligation or liability to Northland Securities or to U.S. Bancorp Piper
Jaffray Inc. for any fees, commissions or other payments to be made by Northland Securities to U.S. Bancorp Piper Jaffray Inc. 


        (B)    Definitions:    


        Financial Close:    Closing on all Project Financing. 


        Successful Commissioning:    Production of ethanol meeting design specifications on a daily basis of nameplate production and
all production meets the guarantees provided by the general contractor and engineer, each as agreed upon by Illinois River and Northland Securities. 


        Project Financing:    Total financing of the Project. 


        Total Project Capitalization:    The total source of funds including, but not limited to, grants, subordinated debt, senior
debts, the equity portion of Working Capital, and revolving line of credit all as established as of Financial Close; provided, however, "Total Project Capitalization" does not include Seed Capital
Equity or proceeds raised as a result of any equity offering. 


        Seed Capital Equity:    At risk capital for project development. 


        (C)    Expenses.    Illinois River shall reimburse Northland Securities for reasonable
out-of-pocket expenses incurred by Northland Securities, including travel, lodging, meals, communication, costs of outside financial analysis and reports prepared in connection
with providing the Services. If expenses (excluding costs of issuance) exceeding $5,000 per month are required, Northland Securities shall seek pre-approval and authorization therefor from
the Board of Managers of Illinois River. Strict compliance with the foregoing pre-approval provision is required. Northland Securities shall submit monthly updated expense reports to
Illinois River for reimbursement analysis. 


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        Subject
to the last sentence of this paragraph, Illinois River will be responsible for the payment of all costs of issuance, fees and expenses, including, but not limited to, publication
expenses, legal counsel, bond counsel, ratings, credit enhancement, all travel, printing of bonds, printing and distribution of required disclosure documents, trustee fees, agent fees and CUSIP
numbers. Northland Securities shall pay all expenses incident to Illinois River's entering into this Agreement, including, among others, its own legal counsel fees and the fees and disbursement of
counsel for Illinois River. 


        Section 3.    Term of Agreement; Termination Payment.    Except as set forth in Paragraph 5 of
Exhibit A hereto, the term of this Agreement shall begin on the date of execution set forth above and shall have an expiration date 9 months after Successful Commissioning (as such term
in defined in Section 2(A)). 


        Either
party may terminate this Agreement if (1) $10,000,000 in equity has not been raised by Illinois River by June 30, 2003, or (2) the Financial Close has not
occurred by August 31, 2003. 


        All
expenses incurred through the date of termination of this Agreement shall be paid to the appropriate party. In the event Illinois River terminates this Agreement prior to
August 31, 2003, but after raising $10,000,000 in equity by June 30, 2003, Illinois River shall pay Northland Securities a termination fee pursuant to the terms set forth in
Section 2(A). 


        Section 4.    Independent Contractor.    Northland Securities is an independent contractor and nothing in this
Agreement shall constitute or designate Northland Securities or any of its employees or agents as employees or agents of Illinois River. 


        Section 5.    (A)    Representations and Warranties of Illinois River.    Illinois River represents
and warrants to Northland Securities that it has obtained all necessary corporate authority, permits, consents and orders required to enter into this Agreement. This Agreement has been duly authorized
by Illinois River. Illinois River further represents and warrants that the Memorandum, when prepared by Illinois River, will not contain an untrue statement of a material fact or omit to state a
material fact required to be made or necessary in order to make the statements in the Memorandum not misleading. 


        (B)    Representations and Warranties of Northland Securities.    Northland Securities represents to Illinois River
that it has and will have throughout the term of this Agreement the necessary licenses, permits, qualifications and registrations to perform and carry out the Services. Northland Securities represents
and warrants to Illinois River that it has provided Illinois River with all information relating to its business experience, its principal business function, the relationship between it and any
promoters of the Company or other persons working on its behalf incident to this Agreement, and any action, suit or proceeding before or by any court or governmental agency or body (including NASD)
now pending or, to its knowledge, threatened against or affecting it, which is required to be disclosed in the Registration Statement or Prospectus under the Agency Agreement or in the Memorandum, or
which is necessary in order to make the statements made therein relating to such information or to make the information provided the Company not misleading, or which might result in any material
adverse change in your financial condition, results of operations or business affairs, or ability to provide services and perform its obligations under this Agreement, and that such information is
accurate and complete in all material respects. 


        Section 6.    Arbitration.    If any dispute arises out of or in connection with this Agreement (except for any
dispute arising out of or in connection with the confidentiality provisions set forth on Exhibit A hereto), the obligations arising under this Agreement (except for any obligations arising
under the confidentiality provisions set forth on Exhibit A hereto) or the interpretation of this Agreement's terms
(except for the interpretation of the terms of the confidentiality provisions set forth on Exhibit A hereto), the matter shall be referred to arbitration pursuant to the commercial rules of the
American Arbitration Association and according to the following terms: 


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        (A)  Either
party may initiate arbitration by giving written notice requested arbitration to the other party. 


        (B)  The
parties shall select a single arbitrator by mutual agreement, but if they fail to select an arbitrator within 10 calendar days of the receipt of notice of
arbitration, then each party shall within seven business days thereafter, appoint their respective arbitrator and the two arbitrators thus chosen shall together, within seven business days of their
appointment, select a third arbitrator and that three member panel shall arbitrate the dispute. In the event that the two arbitrators shall fail within seven business days of their appointment to
select a third arbitrator, then upon written request of either party, the third arbitrator shall be appointed by the American Arbitration Association. If a party shall fail to appoint an arbitrator as
required the arbitrator appointed by the other party shall be the sole arbitrator. The arbitration shall be conducted in Minneapolis, Minnesota. 


        (C)  Within
15 business days of the appointment of the arbitrator or panel, as the case may be, each party shall state in writing its position concerning the dispute,
supported by the reasons therefore, and deliver its position to the arbitrator(s) and the other party. If either party fails to submit its position in a timely manner, the position submitted by the
other party shall be deemed correct, and the arbitration shall be deemed concluded. The parties shall then have 10 calendar days to respond to the position of the other party and deliver that response
to the arbitrator(s). The arbitrator(s) shall, within 30 calendar days thereafter, meet to consider the documents presented in order to make a determination by majority on the issues in dispute.
Within 15 business days of the end of their meeting the arbitrator(s) shall present their award. The arbitrator(s) may award a party the right to terminate this Agreement if termination is a remedy
specified herein for the claim which is the subject of the arbitration. 


        (D)  Each
party in such arbitration shall bear one-half each of the expenses of the arbitrator(s), including their fees and costs, but each party shall bear their
own expenses, including attorney's fees. 




        Section 7.    Indemnification and Contribution.    In consideration of the agreement of Northland Securities to
act on behalf of Illinois River pursuant to this Agreement, Illinois River agrees to indemnify and hold harmless Northland Securities, its affiliates (within the meaning of the Act), and each of their
respective partners, directors, officers, agents, consultants, employees and controlling persons (within the meaning of the Act) (Northland Securities and each such other person or entity are
hereinafter referred to as an "Indemnified Person"), from and against any losses, damages, expenses and liabilities (collectively  "Liabilities") or actions,
 investigations, inquiries, arbitrations, claims or other proceedings in respect thereof, including enforcement of this
agreement (collectively "Actions") (Liabilities and Actions are herein collectively referred to as  "Losses"), as they may be incurred (including all
reasonable legal fees and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any Losses, whether or not in connection with any pending or
threatened Action, and notwithstanding the absence of a final determination as set forth below as to Illinois River's obligation to reimburse an Indemnified Person for such Losses and the possibility
that such payments might later be held to have been improper) to which any of them may become subject and which are related to or arise out of any act, omission, transaction or event contemplated by
this Agreement. Illinois River will not, however, be liable under the foregoing provisions with respect to any Losses to the extent that it shall have been finally determined by arbitration in
accordance with the terms of this Agreement that: (A) any such Losses resulted primarily from actions taken or omitted to be taken by an Indemnified Person due to its gross negligence or
willful misconduct; (B) any such Losses arise out of or are based upon (1) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary
memorandum, the Memorandum or any amendment or supplement thereto in reliance upon and in conformity with written information furnished to Illinois River by an Indemnified Person, specifically for use
therein, or 


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(2) a breach of the covenants and representations made with and to Illinois River under Section 5(B) hereof; or (C) if such statement or omission was contained or made in any
preliminary prospectus and corrected in the Memorandum and (1) any such Losses suffered or incurred by and Indemnified Person resulted from an action, claim or suit by any person who purchased
debt which are the subject thereof from an Indemnified Person in the Private Debt Placement and (2) Northland Securities failed to deliver or provide a copy of the Memorandum to such person at
or prior to the confirmation of the sale of such debt in any case where such delivery is required by the Act. To the extent that any prior payment has been made by Illinois River to such Indemnified
Person is so determined to have been improper by reason of the foregoing provisions, such Indemnified Person shall promptly pay such amount to Illinois River, together with interest, at the prime rate
announced from time to time by [U.S. Bank, N.A.] 


        If
the indemnity provided for in this Section 7 should be, for any reason whatsoever, unenforceable, unavailable or otherwise insufficient to hold each Indemnified Person
harmless, Illinois River shall pay to or on behalf of each Indemnified Person contributions for Losses so that each Indemnified Person ultimately bears only a portion of such Losses as is appropriate
(i) to reflect the relative benefits received by each such Indemnified Person, respectively, on the one hand and Illinois River on the other hand in connection with the transaction or
(ii) if the allocation on that basis is not permitted by applicable law, to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of each
such Indemnified Person, respectively, and Illinois River as well as any other relevant equitable considerations; provided, however, that in no event
shall the aggregate contribution of all Indemnified Persons to all Losses in connection with any transaction exceed the amount of the compensation actually received by Northland Securities pursuant to
this Agreement. The respective relative benefits received by Northland Securities and Illinois River in connection with any transaction shall be deemed to be in the same proportion as the aggregate
fee paid to Northland Securities in connection with the transaction bears to the total consideration of the transaction. The relative fault of each Indemnified Person and Illinois River shall be
determined by reference to, among other things, whether the actions or omissions to act were by such Indemnified Person or Illinois River and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such action or omission to act. 


        Illinois
River also agrees that no Indemnified Person shall have any liability to Illinois River or its affiliates, directors, officers, employees, agents or shareholders, directly or
indirectly, related to or
arising out of this Agreement, except Losses incurred by Illinois River which it shall have been finally determined by arbitration in accordance with the terms of this Agreement to have resulted
primarily from actions taken or omitted to be taken by such Indemnified Person due to its gross negligence or willful misconduct. In no event, regardless of the legal theory advanced, shall any
Indemnified Person be liable for any consequential, indirect, incidental or special damages of any nature. Illinois River agrees that without Northland Securities' prior written consent it shall not
settle any pending or threatened claim, action, suit or proceeding related to this Agreement unless the settlement also includes an express unconditional release of all Indemnified Persons from all
liability and obligations arising therefrom, or Illinois River reaffirms its obligations to indemnify for or contribute to Losses incurred by any unreleased Indemnified Person as herein provided. 


        Promptly
after its receipt of notice of the commencement of any action, any Indemnified Person will, if a claim in respect thereof is to be made against Illinois River hereunder, notify
in writing Illinois River of the commencement thereof; but omission so to notify Illinois River will not relieve Illinois River from any liability hereunder which it may have to any Indemnified
Person. If Illinois River so elects, Illinois River may assume the defense of such Action in a timely manner, including the employment of counsel (reasonably satisfactory to Northland Securities) and
payment of expenses, provided Illinois River acknowledges in writing its unconditional obligation pursuant to this agreement to indemnify Northland Securities in respect of such Action and provides to
Northland Securities 


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evidence reasonably satisfactory to Northland Securities that Illinois River will have the financial resources to conduct such defense actively and diligently and permits Northland Securities and
counsel retained by Northland Securities at its expense to participate in such defense. Notwithstanding the foregoing, in the event Northland Securities determines in its sole discretion that it is
advisable for the Indemnified Persons to be represented by separate counsel, then Northland Securities may employ on behalf of the Indemnified Persons a single separate counsel to represent or defend
such Indemnified Persons in such action, claim, proceeding or investigation and Illinois River will pay the fees and disbursements of such separate counsel as incurred. 


        In
the event of any fundamental change involving the corporate structure of Illinois River, such as by merger, plan of exchange or sale of all or substantially all of its assets, any
executory obligations of Illinois River in this engagement letter shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the
interests of Northland Securities reasonably satisfactory to Northland Securities. 



        If
multiple claims are brought against Northland Securities in any Action with respect to at least one of which indemnification is permitted under applicable law and provided for under
this agreement, Illinois River agrees that any judgment, arbitration award or other monetary award shall be conclusively deemed to be based on claims as to which indemnification is permitted and
provided for. 


        The
obligations of Illinois River referred to above shall be in addition to any rights that any Indemnified Person may otherwise have. 


        Section 8.    Entire Agreement/Amendments.    This Agreement constitutes the entire Agreement between the
parties hereto and sets forth the rights, duties, and obligations of each to the other as of this date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this
Agreement, are of no force and effect. This Agreement shall not be modified except in writing and executed by both parties. 


        Section 9.    Governing Law.    This Agreement and the rights of the parties hereunder will be governed by,
interpreted, and enforced in accordance with the laws of the State of Minnesota, without regard to its choice of law or conflicts of laws provisions or rules. 



        The
invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any of the remaining provisions. 


        Section 10.    Notices.    Any written notice or communication required by this Agreement, or by law, to be
served on, given to, or delivered to either party by the other party, shall be in writing and shall be deemed duly served, given, or delivered when personally delivered to the party to whom it is
addressed, or in lieu of such personal service, when deposited in the U.S. mail, first class, postage pre-paid addressed as follows: 



Illinois
River Energy, LLC

ATTN: Floyd Schultz

1201 South 7th Street, Suite 110

Rochelle, IL 61068 


Northland
Securities, Inc.

ATTN: President

45 South Seventh Street, Suite 2500

Minneapolis, MN 55402 




        Section 11.    Binding Effect.    This Agreement shall be binding upon and shall inure to the benefit of the
parties hereunder as well as their respective representatives, distributees, successors, and assigns. No assignment of this Agreement shall be allowed to any third party without the other party's
prior written consent. 


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        Section 12.    Confidentiality.    Illinois River agrees to provide documents and other information related to
the Project, as Northland Securities may reasonably request. Northland Securities agrees to provide documentation related to its provision of the Services, as Illinois River may reasonably request.
All such information will be held in confidence pursuant to the terms and conditions set forth on Exhibit A hereto, which Exhibit A is hereby incorporated by reference herein and made
part of this Agreement; provided, however, that information may be disclosed pursuant to subpoena or other judicial or administrative order or process or as may be appropriate in connection with the
Private Debt Placement to prospective investors. 


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        IN
WITNESS HEREOF, the parties have executed this Agreement on the day and year first above written. By the signature of its representative(s) below, each party affirms that it has taken
all necessary action to authorize said representative(s) to execute this Agreement. 


        EACH
PARTY AGREES IT HAS READ AND UNDERSTANDS ALL THE TERMS OF THIS AGREEMENT. 



	 	 	ILLINOIS RIVER ENERGY, LLC
	

 	
 	

By:	

/s/  FLOYD SCHULTZ      
	

(signature)
	 	 	 	Floyd Schultz
	(printed)
	 	 	 	Its	President
	 
	

 	
 	
NORTHLAND SECURITIES, INC.
	

 	
 	

By:	

/s/  RANDY NITZSCHE      
	

(signature)
	 	 	 	Randy Nitzsche
	(printed)
	 	 	 	Its	Chief Operating Officer
	 




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EXHIBIT A    
    
    TO FINANCIAL SERVICES AGREEMENT    
    
    CONFIDENTIALITY PROVISIONS    
  



        This is Exhibit A to the Financial Services Agreement (the "Financial Services Agreement"), dated
March 25, 2003, by and between Illinois River Energy, a Delaware limited liability company ("Illinois River"), and Northland
Securities, Inc., a Minnesota corporation ("Northland Securities"). 


PREAMBLE  


        Illinois River and Northland Securities are currently involved in discussions concerning the development and financing of an ethanol processing facility by
Illinois River Energy (the "Transaction"). As a result of such discussions, each party may have access to certain confidential information of the other
party. The parties desire to be bound by the terms of this Exhibit A to the Financial Services Agreement in order to allow disclosure to the party receiving such information (the  "Receiving Party")
and prohibit disclosure of such information to any other party. Therefore, in consideration of the Receiving Party being given access
to certain confidential information of the party providing such information (the "Disclosing Party") and in exchange for the mutual covenant and
promises contained in this Exhibit A to Financial Services Agreement, with the intent to be legally bound, Illinois River and Northland Securities agree as follows: 


AGREEMENT  


        1.    Confidential Information.    (a) As used in this Exhibit A to Financial Services Agreement, the  "Confidential Information"of the Disclosing Party shall mean all information concerning or related to the business, operations, financial condition or
prospects of the Disclosing Party or any of their respective Affiliates, regardless of the form in which such information appears and whether or not such information has been reduced to a tangible
form, and shall specifically include (1) all information regarding the officers, directors, employees, equity holders, customers, suppliers, distributors, insurers, reinsurers, brokers,
independent contractors, sales representatives and licensees of the Disclosing Party and their respective Affiliates, in each case whether present or prospective, (2) all inventions,
discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of the Disclosing Party and their respective Affiliates, (3) all financial statements, audit
reports, budgets and business plans or forecasts of the Disclosing Party and their respective Affiliates and (4) all information concerning or related to the Transaction; provided, that the
Confidential Information of the Disclosing Party shall not include (x) information which is or becomes generally known to the public through no act or omission of the Receiving Party and
(y) information which has been or hereafter is lawfully obtained by the Receiving Party from a source other than the Disclosing Party (or any of their respective Affiliates or their respective
officers, directors, employees, equity holders or agents) so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an
obligation of confidentiality owed to the Disclosing Party or any of their Affiliates at the time such Confidential Information was or is disclosed to the Receiving Party. As used in this Paragraph,
an "Affiliate" of a Disclosing Party shall mean an entity which controls, is controlled by or is under common control of a Disclosing Party, and the term "control" shall mean, with respect to any
entity, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities, by contract or
otherwise. 


        2.    Nondisclosure of Confidential Information.    Except as otherwise permitted by Section 3 of this
Exhibit A to Financial Services Agreement, the Receiving Party agrees that it will not, without the prior 


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written consent of the Disclosing Party, disclose or use for its own benefit, or that of any third party, any Confidential Information. 


        3.    Permitted Disclosures.    Notwithstanding Section 2 of this Exhibit A to Financial Services
Agreement, Receiving Party shall be permitted to: 



        (a)  disclose
Confidential Information to its officers, employees and counsel, but only to the extent reasonably necessary in order for such party to prepare, conduct and
execute and deliver definitive documents for the Transaction; provided that Receiving Party shall take all such action as shall be necessary or desirable in order to ensure that each of such persons
maintains the confidentiality of any Confidential Information that is so disclosed; and 


        (b)  disclose
Confidential Information to the extent, but only to the extent, required by law; provided, that prior to making any disclosure pursuant to this subsection, the
Receiving Party shall notify the Disclosing Party of the same, and the Disclosing Party shall have the right to participate with the
Receiving Party in determining the amount and type of Confidential Information of the Disclosing Party, if any, which must be disclosed in order to comply with applicable law. 




        4.    Return of Confidential Information.    If activity in respect of the Transaction shall cease without the
Transaction being consummated, then, promptly after the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information which is in
tangible form and which is then in its possession (or in the possession of any of its officers, directors or employees). 


        5.    Term.    The parties' rights and obligations under this Exhibit A to Financial Services Agreement shall
continue indefinitely. 


        6.    Equitable Relief.    The Receiving Party acknowledges and agrees that the Disclosing Party would be irreparably
damaged in the event that any of the provisions of this Exhibit A to Financial Services Agreement are not performed by the Receiving Party in accordance with their specific terms or are
otherwise breached. Accordingly, it is agreed that the Disclosing Party shall be entitled to an injunction or injunctions to prevent breaches of this Exhibit A to Financial Services Agreement
by the Receiving Party and shall have the right to specifically enforce the terms of this Exhibit A to Financial Services Agreement and the terms and provisions hereof against the Receiving
Party in addition to any other remedy to which the Disclosing Party may be entitled in law or equity. 


        7.    Governing Law.    This Exhibit A to Financial Services Agreement shall be a contract under the State of
Minnesota and for all purposes shall be governed by and construed and enforced in accordance with the laws of Minnesota, excluding any choice of law provisions. 



        8.    Successors and Assigns.    The terms of this Exhibit A to Financial Services Agreement shall be binding
upon and inure to the benefit of each of the Parties and their respective successors and permitted assigns. 


        9.    No Assignment or Delegation.    Any assignment, delegation or attempted assignment or delegation of the rights
or responsibilities established under this Exhibit A to Financial Services Agreement shall be null and void without the prior written duly executed consent by the Party charged. 



        10.    Severability of Provisions.    If any provision of this Exhibit A to Financial Services Agreement shall
be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Exhibit A to Financial Services Agreement. 


        11.    Amendment of Exhibit A to Financial Services Agreement.    This Exhibit A to Financial Services
Agreement may only be amended or modified through a written duly executed instrument by the Parties hereto. Any attempted oral amendment or modification is ineffective and therefore null and void. 


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        12.    No Implied Waiver of Provisions.    Either Parties' failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Exhibit A to Financial Services Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or a
delay in performance of any term hereof. 


        13.    Notices.    Any notice required by this Exhibit A to Financial Services Agreement or given in connection
with this Exhibit A to Financial Services Agreement, shall be in writing, hand delivered or sent via registered or certified mail, and shall be given to the appropriate party: 



	If to Illinois River:	 	Illinois River Energy, LLC

1201 South 7th Street

Suite 110

Rochelle, Illinois 61068

Attn: President
	

If to Northland Securities:	
 	

Northland Securities, Inc

45 South Seventh Street

Suite 2500

Minneapolis, Minnesota 55402

Attn: President






        14.    Headings.    Headings used in this Exhibit A to Financial Services Agreement are provided for
convenience only and shall not be used to construe meaning or intent. 


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FINANCIAL SERVICES AGREEMENT


EXHIBIT A TO FINANCIAL SERVICES AGREEMENT CONFIDENTIALITY PROVISIONS