PRAIRIE
      CREEK ETHANOL, LLC

    


    SUBSCRIPTION
      AGREEMENT

    


    Limited
      Liability Company Membership Units 

     

    $5,000
      per Unit

     

    Minimum
      Investment of 2 Units ($10,000)

    1
      Unit Increments Thereafter ($5,000)

    


    The
      undersigned subscriber ("Subscriber"), desiring to become a member of Prairie
      Creek Ethanol, LLC (“Prairie Creek Ethanol”), an Iowa limited liability company,
      with its principal place of business at 415 N. Locust Street, PO Box 280,
      Goldfield, Iowa 50542 hereby subscribes for the purchase of membership units
      of
      Prairie Creek Ethanol, and agrees to pay the related purchase price, identified
      below.

    


    A. SUBSCRIBER
      INFORMATION.
      Please
      print your individual or entity name and address. If we accept your
      subscription, the units will be titled in the name of the subscriber as it
      appears below. Joint subscribers should provide both names. Your name and
      address will be recorded exactly as printed below. Please provide your home,
      business and/or mobile telephone number. If desired, please also provide your
      e-mail address. 

    


    
      	
              1.

            	
              Subscriber's
                Printed Name 

            	
              _________________________________________________________
                

            
	
              2.

            	
              Title,
                if applicable

            	
              _________________________________________________________

            
	
              3.

            	
              Subscriber's
                Address

            	 
	 	
              Street
                

            	
              _________________________________________________________

            
	 	
              City,
                State, Zip Code

            	
              _________________________________________________________

            
	
              4.

            	
              E-mail
                Address (optional)

            	
              _________________________________________________________

            
	
              5.

            	
              Home
                Telephone Number

            	
              _________________________________________________________

            
	
              6.

            	
              Business
                Telephone Number

            	
              _________________________________________________________

            
	
              7.

            	
              Mobile
                Telephone Number

            	
              _________________________________________________________

            


    

    


    B. NUMBER
      OF UNITS PURCHASED.
      You
      must purchase at least 2 units. Your ownership interest may not exceed 90%
      of
      our outstanding membership units. We currently have 920 units outstanding.
      Accordingly, assuming that we sell the minimum number of 7,200 units in this
      offering, you may not hold more than 7,308 units. The maximum number of units
      to
      be sold in the offering is 17,000.

     

    
      	 	
               

              units

            	 


    

     

    C. PURCHASE
      PRICE. Indicate
      the dollar amount of your investment (minimum investment is
      $10,000).

    


    
      	 	
              1.
                Total
                Purchase Price

              ($5,000
                per unit multiplied 

              by
                number of units)

            	
              =

            	
              2.
                1st
                Installment

              (10%
                of Total Purchase Price)

            	
              +

            	
              3.
                2nd
                Installment

              (90%
                of Total Purchase Price)

            
	 	 	 	 	 	 
	 	 	
              =

            	 	
              +

            	 


    

    


    D. GENERAL
      INSTRUCTIONS FOR SUBSCRIBERS: 

    


    You
      should read the Prospectus dated [DATE OF EFFECTIVENESS] (the "Prospectus")
      in
      its entirety including the exhibits for a complete explanation of an investment
      in Prairie Creek Ethanol. 

    


    INSTRUCTIONS
      IF YOU ARE SUBSCRIBING PRIOR
      TO THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
      If you
      are subscribing prior to the Company’s release of funds from escrow, you must
      follow the instructions contained in paragraphs 1 through 5 below:

    


    1. Complete
      all information required in this Subscription Agreement, and date and sign
      the
      Subscription Agreement on page 6 and the Member Signature Page to our Second
      Amended and Restated Operating Agreement attached to this Subscription Agreement
      as Exhibit A.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    2. Immediately
      provide a personal (or business) check for the first installment of ten percent
      (10%) of your investment amount. The check should be made payable to
“Iowa
      State Bank of Algona, escrow agent for Prairie Creek Ethanol,
      LLC.”
You
      will determine this amount in box C.2 on page 1 of this Subscription
      Agreement.

    


    3. Execute
      the Promissory Note and Security Agreement on page 7 of
      this
      Subscription Agreement evidencing your commitment to pay the remaining ninety
      percent (90%) due for the units. The Promissory Note and Security Agreement
      is
      attached to this Subscription Agreement and grants Prairie Creek Ethanol, LLC
      a
      security interest in your units.

    


    4.
       Deliver
      the original executed documents referenced in paragraphs 1 and 3 of these
      instructions, together with a personal or business check as described in
      Paragraph 2 of these instructions to:

    


    Prairie
      Creek Ethanol, LLC   

    415
      N.
      Locust Street, PO Box 280

    Goldfield,
      Iowa 50542

    


    5. Within
      20
      days of written notice from Prairie Creek Ethanol that your subscription has
      been accepted, you must remit an additional personal (or business) check for
      the
      second installment of ninety percent (90%) of your investment amount made
      payable to “Iowa
      State Bank of Algona, escrow agent for Prairie Creek Ethanol,
      LLC”
in
      satisfaction of the Promissory Note and Security Agreement. You will determine
      this amount in box C.3 on page 1 of this Subscription Agreement. You must
      deliver this check to the same address set forth above in paragraph 4 within
      twenty (20) days of the date of Prairie Creek Ethanol's written notice. If
      you
      fail to pay the second installment pursuant to the Promissory Note and Security
      Agreement, Prairie Creek Ethanol shall be entitled to retain your first
      installment and to seek other damages, as provided in the Promissory Note and
      Security Agreement. This means that if you are unable to pay the 90% balance
      of
      your investment amount within 20 days of our notice, you may have to forfeit
      the
      10% cash deposit.

    


    Your
      funds will be placed in Prairie Creek Ethanol’s escrow account at Iowa State
      Bank of Algona. The funds will be released to Prairie Creek Ethanol or returned
      to you in accordance with the escrow arrangements described in the Prospectus.
      Prairie Creek Ethanol may, in its sole discretion, reject or accept any part
      or
      all of your subscription. If Prairie Creek Ethanol rejects your subscription,
      your Subscription Agreement and investment will be promptly returned to you,
      plus any nominal interest. Prairie Creek Ethanol may not consider the acceptance
      or rejection of your subscription until a future date near the end of this
      offering. Iowa
      State Bank is acting only as an escrow agent in connection with the offering
      described herein, and has not endorsed, recommended or guaranteed the purchase,
      value or repayment of the units.

    


    INSTRUCTIONS
      IF YOU ARE SUBSCRIBING AFTER
      THE COMPANY’S RELEASE OF FUNDS FROM ESCROW:
      If you
      are subscribing after the Company’s release of funds from escrow, you must
      follow the instructions contained in paragraphs 1 through 3 below:

     

    1. Complete
      all information required in this Subscription Agreement, and date and sign
      the
      Subscription Agreement on page 6 and the Member Signature Page to our Second
      Amended and Restated Operating Agreement attached to this Subscription Agreement
      as Exhibit A.

    


    2. Immediately
      provide your personal (or business) check for the entire amount of your
      investment (as determined in box C.1 on page 1) made payable to “Prairie
      Creek Ethanol, LLC.”

    


    3.
       Deliver
      the original executed documents referenced in paragraph 1 of these instructions,
      together with your personal or business check as described in paragraph 2
      to:

     

    Prairie
      Creek Ethanol, LLC   

    415
      N.
      Locust Street, PO Box 280

    Goldfield,
      Iowa 50542

    


    If
      you
      are subscribing after we have released funds from escrow and we accept your
      investment, your funds will be immediately at-risk as described in the
      Prospectus. Prairie Creek Ethanol may, in its sole discretion, reject or accept
      any part or all of your subscription. If Prairie Creek Ethanol rejects your
      subscription, your Subscription Agreement and investment will be returned to
      you
      promptly, plus any nominal interest. Prairie Creek Ethanol may not consider
      the
      acceptance or rejection of your subscription until a future date near the end
      of
      this offering. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    You
      may
      direct your questions to any of our directors listed below or to Prairie Creek
      Ethanol at (515)
      825-3161.

    


    
      	
              NAME

            	 	
              POSITION

            	 	
              PHONE
                NUMBER

            
	
              Brad
                Davis

            	 	
              Senior
                Vice President of Project Development

            	 	
              (515)-293-2730

            
	
              Clay
                Hansen

            	 	
              Chairman,
                President and Director

            	 	
              (515)-368-1795

            
	
              Mervin
                Krauss

            	 	
              Vice
                Chairman, Vice President and Director 

            	 	
              (641)-512-9083

            
	
              Duane
                Madoerin

            	 	
              Vice
                President of Commodities

            	 	
              (515)-293-1434

            
	
              Mike
                Nail

            	 	
              Vice
                President of Marketing

            	 	
              (515)-293-1966

            
	
              Lynn
                Ostendorf

            	 	
              Vice
                President of Development

            	 	
              (641)-425-9500

            
	
              John
                Rohrer

            	 	
              Vice
                President of Transportation

            	 	
              (515)-293-1270

            
	
              John
                Stelzer

            	 	
              Treasurer

            	 	
              (515)-293-1710

            
	
              Mark
                Wigans 

            	 	
              Secretary
                and Director

            	 	
              (515)-368-1135

            


    

    


    E. Additional
      Subscriber Information. Subscriber,
      named above, certifies the following under penalties of perjury:

    


    
      	 	
              1.

            	
              Form
                of Ownership.
                Check the appropriate box (one only) to indicate form of ownership.
                If the
                subscriber is a Custodian, Corporation, Partnership or Trust, please
                provide the additional information requested.


            


    

    


    
      	 	
              o

            	
              Individual

            


    

    
      	 	
              
                o

              

            	
              Joint
                Tenants with Right of Survivorship (Both signatures must appear on
                page
                6.)

            


    

    
      	 	
              
                o

              

            	
              Corporation,
                Limited Liability Company or Partnership (Corporate Resolutions,
                Operating
                Agreement or Partnership Agreement must be
                enclosed.)

            


    

    
      	 	
              
                o

              

            	
              Trust
                

            


    

    Trustee’s
      Name: _________________________________________ 

    Trust
      Date: _____________________________________________ 

    
      	
            	
              
                o

              

            	
              Other:
                Provide detailed information in the space immediately
                below.

            


    

    _________________________________________________________

    _________________________________________________________

     

    
      	 	
              2.

            	
              Subscriber's
                Taxpayer Information.
                Check the appropriate box if you are a non-resident alien, a U.S.
                Citizen
                residing outside the United States, and/or subject to backup withholding.
                All individual subscribers should provide their Social Security Numbers.
                Trusts should provide the trust's taxpayer identification number.
                Custodians should provide the minor's Social Security Number. Other
                entities should provide the entity's taxpayer identification
                number.

            


    

    


    
      	 	
              
                o

              

            	
              Check
                box if you are a non-resident alien

            


    

    
      	 	
              
                o

              

            	
              Check
                box if you are a U.S. citizen residing outside of the United
                States

            


    

    
      	 	
              
                o

              

            	
              Check
                this box if you are subject to backup
                withholding

            


    

    


    Subscriber's
      Social Security
      No.               
____________________________________

    Joint
      Subscriber's Social Security No.      
____________________________________

    Taxpayer
      Identification
      No.                       
____________________________________

    


    
      	 	
              3.

            	
              Member
                Report Address.
                If
                you would like duplicate copies of member reports sent to an address
                that
                is different than the address identified in section A, please complete
                this section.

            


    

    


    Address:  
      ___________________________________________________________

                 
____________________________________________________

    


    
      	 	
              4.

            	
              State
                of Residence.

            


    

    State
      of
      Principal
      Residence:                           
__________________________________

    State
      where driver's license is
      issued:            
__________________________________

    State
      where resident income taxes are filed:  
__________________________________

    


    State(s)
      in which you have maintained your principal residence during the past three
      years:

     

    
      	
              a.

            	 	
              b.

            	 	
              c.

            


    

    


    
      	 	
              5.

            	
              Suitability
                Standards.
                You cannot invest in Prairie Creek Ethanol unless you meet one of
                the
                following suitability tests set forth below. Subscribers residing
                in
                states other
                than
                Iowa or Kansas must meet either standard a. or standard b. below.
                Subscribers residing in Iowa must meet standard c. below, while
                subscribers residing in Kansas must meet standard d. below. Please
                review
                the suitability tests and check the box next to the following suitability
                test that you meet. For husbands and wives purchasing jointly, the
                tests
                below will be applied on a joint
                basis.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a. o

            	
              I
                (We) have annual income from whatever source of at least $45,000
                and
                a
                net worth of at least $45,000, exclusive of home, furnishings and
                automobiles; or

            


    

    


    
      	 	
              b.
                o 

            	
              I
                (We) have a net worth of $150,000, exclusive of home, home furnishings,
                and automobiles;

            


    

    


    
      	 	
              c.
                o 

            	
              I
                (We) reside in Iowa and I (we) have a net worth of $70,000 (exclusive
                of
                home, auto and furnishings) and annual income of $70,000 or, in the
                alternative, a net worth of $250,000 (exclusive of home, auto and
                furnishings); or

            


    

    


    
      	 	
              d.
                o 

            	
              I
                (We) reside in Kansas and I (we) have a net worth of $60,000 (exclusive
                of
                home, auto and furnishings) and annual income of $60,000 or, in the
                alternative, a net worth of $225,000 (exclusive of home, auto and
                furnishings).

            


    

    


    
      	 	
              6.

            	
              Subscriber's
                Representations and Warranties.
                You must certify your representations and warranties by placing your
                initials where indicated and by signing and dating this Subscription
                Agreement. Joint
                subscribers are also required to initial and sign as
                indicated.
                

            


    

    


    (Initial
      here) (Joint initials) By signing below the subscriber represents and warrants
      to Prairie Creek Ethanol that he, she or it:

     

    
      	
              ______

            	
               

            	
              ______

            	
              
                a.
                  has received a copy of Prairie Creek Ethanol's Prospectus dated
                  [DATE OF
                  EFFECTIVENESS] and the exhibits thereto or has received notice
                  that this
                  sale has been made pursuant to a registration statement in which
                  a final
                  prospectus would have been required to have been delivered in the
                  absence
                  of Rule 172;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                b.
                  has been informed that the units of Prairie Creek Ethanol are offered
                  and
                  sold in reliance upon a federal securities registration; state
                  registrations in Florida, Illinois, Iowa, Kansas, Missouri, South
                  Dakota
                  and Wisconsin; and exemptions from securities registrations in
                  various
                  other states, and understands that the units to be issued pursuant
                  to this
                  subscription agreement can only be sold to a person meeting requirements
                  of suitability;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                c.
                  has been informed that the securities purchased pursuant to this
                  Subscription Agreement have not been registered under the securities
                  laws
                  of any state other than Florida, Illinois, Iowa, Kansas, Missouri,
                  South
                  Dakota and Wisconsin and that Prairie Creek Ethanol is relying
                  in part
                  upon the representations of the undersigned Subscriber contained
                  herein;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                d.
                  has been informed that the securities subscribed for have not been
                  approved or disapproved by the SEC, or the Florida, Illinois, Iowa,
                  Kansas, Missouri, South Dakota and Wisconsin Securities Departments
                  or any
                  other regulatory authority, nor has any regulatory authority passed
                  upon
                  the accuracy or adequacy of the
                  Prospectus;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                e.
                  intends to acquire the units for his/her/its own account without
                  a view to
                  public distribution or resale and that he/she/it has no contract,
                  undertaking, agreement or arrangement to sell or otherwise transfer
                  or
                  dispose of any units or any portion thereof to any other
                  person;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                f.
                  understands that there is no present market for Prairie Creek Ethanol's
                  membership units, that the membership units will not trade on an
                  exchange
                  or automatic quotation system, that no such market is expected
                  to develop
                  in the future and that there are significant restrictions on the
                  transferability of the membership units;


              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                g.
                  has been encouraged to seek the advice of his legal counsel and
                  accountants or other financial advisers with respect to investor-specific
                  tax and/or other considerations relating to the purchase and ownership
                  of
                  units;

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                h.
                  has received a copy of the Prairie Creek Ethanol, LLC Second Amended
                  and
                  Restated Operating Agreement, dated May 3, 2007, and understands
                  that upon
                  closing the escrow by Prairie Creek Ethanol, the subscriber and
                  the
                  membership units will be bound by the provisions of the Second
                  Amended and
                  Restated Operating Agreement which contains, among other things,
                  provisions that restrict the transfer of membership units;
                  

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                i.
                  understands that the units are subject to substantial restrictions
                  on
                  transfer under certain tax and securities laws along with restrictions
                  in
                  the Prairie Creek Ethanol, LLC Second Amended and Restated Operating
                  Agreement, and agrees that if the membership units or any part
                  thereof are
                  sold or distributed in the future, the subscriber shall sell or
                  distribute
                  them pursuant to the terms of the Second Amended and Restated Operating
                  Agreement, and the requirements of the Securities Act of 1933,
                  as amended,
                  and applicable tax and securities laws;


              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                j.
                  meets the suitability test marked in Item E.5 above and is capable
                  of
                  bearing the economic risk of this investment, including the possible
                  total
                  loss of the investment;

              

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                k.
                  understands that Prairie Creek Ethanol will place a restrictive
                  legend on
                  any certificate representing any unit containing substantially
                  the
                  following language as the same may be amended by the Directors
                  of Prairie
                  Creek Ethanol in their sole
                  discretion:

              

            


    

     

    THE
      TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS DOCUMENT IS
      RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL
      ANY
      ASSIGNEE, VENDEE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING
      ACQUIRED ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE,
      TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN
      STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING
      AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME.

    


    THE
      UNITS
      REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED
      IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE
      SECURITIES LAWS.

    
       

      
        	
                
                  ______

                

              	
                 

              	
                
                  ______

                

              	
                
                  
                    l. understands
                      that, to enforce the above legend, Prairie Creek Ethanol may
                      place a stop
                      transfer order with its registrar and stock transfer agent
                      (if any)
                      covering all certificates representing any of the membership
                      units; 

                  

                

              


      

       

    

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                m.
                  may not transfer or assign this Subscription Agreement, or any
                  of the
                  subscriber's interest herein without the prior written consent
                  of Prairie
                  Creek Ethanol; 

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                n.
                  has written his, her, or its correct taxpayer identification number
                  under
                  Item E.2 on this Subscription Agreement;


              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                o.
                  is not subject to backup withholding either because he, she or
                  it has not
                  been notified by the Internal Revenue Service ("IRS") that he,
                  she or it
                  is subject to backup withholding as a result of a failure to report
                  all
                  interest or dividends, or the IRS has notified him, her or it that
                  he is
                  no longer subject to backup withholding (Note this clause (o) should
                  be
                  crossed out if the backup withholding box in Item E.2 is checked);
                  

              

            


    

     

    
      	
              
                ______

              

            	
               

            	
              
                ______

              

            	
              
                p.
                  understands that execution of the attached Promissory Note and
                  Security
                  Agreement will allow Prairie Creek Ethanol or its assigns to pursue
                  the
                  obligor for payment of the amount due thereon by any legal means,
                  including, but not limited to, acquisition of a judgment against
                  the
                  obligor in the event that the subscriber defaults on that Promissory
                  Note
                  and Security Agreement; and

              

            


    

    
       

      
        	
                
                  ______

                

              	
                 

              	
                
                  ______

                

              	
                
                  
                    q.
                      acknowledges that Prairie Creek Ethanol may retain possession
                      of
                      certificates representing subscriber’s units to perfect its security
                      interest in those
                      units.

                  

                

              


      

       

    

    
      
        	
                
                  ______

                

              	
                 

              	
                
                  ______

                

              	
                
                  r. acknowledges
                    that Iowa State Bank is acting only as an escrow agent in connection
                    with
                    the offering of the units, and has not endorsed, recommended
                    or guaranteed
                    the purchase, value or repayment of such
                    units.

                

              


      

       

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      Signature
        of Subscriber/Joint Subscriber: 

    


    Date: __________________________________________

    

      
        	
                Individuals:

              	 	
                Entities:

              
	 	 	 
	__________________________________________	 	__________________________________________
	
                Name
                  of Individual Subscriber (Please Print)

              	 	
                Name
                  of Entity (Please Print)

              
	 	 	 
	 	 	 
	__________________________________________	 	__________________________________________
	
                Signature
                  of Individual

              	 	
                Print
                  Name and Title of Officer

              
	 	 	 
	 	 	 
	__________________________________________	 	__________________________________________
	
                Name
                  of Joint Individual Subscriber (Please Print)

              	 	
                Signature
                  of Officer

              
	 	 	 
	 	 	 
	__________________________________________	 	 
	
                Signature
                  of Joint Individual Subscriber

              	 	 


      

    

    


    ACCEPTANCE
      OF SUBSCRIPTION BY PRAIRIE CREEK ETHANOL, LLC:

     

    Prairie
      Creek Ethanol, LLC hereby accepts Subscriber's subscription for   
      units.

    


    Dated
      this _____
      day of
      _______________________,
      200_____.

    


    PRAIRIE
      CREEK ETHANOL, LLC

    
 

    By: 

    
      
        

      

    

    


    Its: 

    
      
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    PROMISSORY
      NOTE
      AND SECURITY AGREEMENT

    


    Date
      of
      Subscription Agreement: ___________________________________, 200__.

     

    $5,000
      per Unit

     

    Minimum
      Investment of 2 Units ($10,000); Units Sold in 1 Unit Increments Thereafter
      ($5,000 each)

    


    
      	 	 	
              Number
                of Units Subscribed

            
	 	 	
               

              Total
                Purchase Price ($5,000 per unit multiplied by number of units
                subscribed)

            
	
              (                               
                )

            	 	
               

              Less
                Initial Payment (10% of Principal Amount)

            
	 	 	
               

              Principal
                Balance

            


    

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby promises to pay to the order of Prairie Creek
      Ethanol, LLC, an Iowa limited liability company ("Prairie Creek Ethanol"),
      at
      its principal office located at 415 N. Locust Street, PO Box 280, Goldfield,
      Iowa 50542, or at such other place as required by Prairie Creek Ethanol, the
      Principal Balance set forth above in one lump sum to be paid without interest
      within 20 days following the call of the Prairie Creek Ethanol Board of
      Directors, as described in the Subscription Agreement. In the event the
      undersigned fails to timely make any payment owed, the entire balance of any
      amounts due under this full recourse Promissory Note and Security Agreement
      shall be immediately due and payable in full with interest at the rate of 12%
      per annum from the due date and any amounts previously paid in relation to
      the
      obligation evidenced by this Promissory Note and Security Agreement may be
      forfeited at the discretion of Prairie Creek Ethanol.
      

     

    The
      undersigned agrees to pay to Prairie Creek Ethanol on demand, all costs and
      expenses incurred to collect any indebtedness evidenced by this Promissory
      Note
      and Security Agreement, including, without limitation, reasonable attorneys'
      fees. This Promissory Note and Security Agreement may not be modified orally
      and
      shall in all respects be governed by, construed, and enforced in accordance
      with
      the laws of the State of Iowa. 

     

    The
      provisions of this Promissory Note and Security Agreement shall inure to the
      benefit of Prairie Creek Ethanol and its successors and assigns, which expressly
      reserves the right to pursue the undersigned for payment of the amount due
      thereon by any legal means in the event that the undersigned defaults on
      obligations provided in this Promissory Note and Security Agreement.


     

    The
      undersigned waives presentment, demand for payment, notice of dishonor, notice
      of protest, and all other notices or demands in connection with the delivery,
      acceptance, performance or default of this Promissory Note and Security
      Agreement. 

     

    The
      undersigned grants to Prairie Creek Ethanol, and its successors and assigns
      (“Secured Party”), a purchase money security interest in all of the
      undersigned’s membership units of Prairie Creek Ethanol now owned or hereafter
      acquired. This security interest is granted as non-exclusive collateral to
      secure payment and performance on the obligation owed Secured Party from the
      undersigned evidenced by this Promissory Note and Security Agreement. The
      undersigned further authorizes Secured Party to retain possession of
      certificates representing such membership units and to take any other actions
      necessary to perfect the security interest granted herein. 

    


    Dated:
      _____________,
      200__.

    

      
        	OBLIGOR/DEBTOR:	 	JOINT
                OBLIGOR/DEBTOR:
	 	 	 
	__________________________________________	 	__________________________________________
	
                Printed
                  or Typed Name of Obligor

              	 	
                Printed
                  or Typed Name of Joint
                  Obligor

              


      

    

     

      	 	 	 	 	 
	By:	
            	 	By:	 
	 	
              
(Signature)	 	 	
              
(Signature)


    

     

    __________________________________________

    Officer
      Title if Obligor is an Entity

     

    __________________________________________

     

    __________________________________________

    Address
      of Obligor        

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    MEMBERS
      SIGNATURE PAGE

    


    ADDENDA
      

    TO
      THE 

    SECOND
      AMENDED AND RESTATED OPERATING AGREEMENT OF 

    PRAIRIE
      CREEK ETHANOL, LLC

     

    The
      undersigned does hereby represent and warrant that the undersigned, as a
      condition to becoming a Member of Prairie Creek Ethanol, LLC, has received
      a
      copy of the Second Amended and Restated Operating Agreement of Prairie Creek
      Ethanol, LLC (“Operating Agreement”), dated May 3, 2007, and, if applicable, all
      amendments and modifications thereto, and does hereby agree that the
      undersigned, along with the other parties to the Operating Agreement, shall
      be
      subject to and comply with all terms and conditions of said Operating Agreement
      in all respects as if the undersigned had executed said Operating Agreement
      on
      the original date thereof and that the undersigned is and shall be bound by
      all
      of the provisions of said Operating Agreement from and after the date of
      execution hereof.

    
      

        
          	
                  Individuals

                	 	
                  Entities

                
	 	 	 
	__________________________________________	 	__________________________________________
	
                  Name
                    of Individual Member (Please Print)

                	 	
                  Name
                    of Entity (Please Print)

                
	 	 	 
	 	 	 
	__________________________________________	 	__________________________________________
	
                  Signature
                    of Individual

                	 	
                  Print
                    Name and Title of Officer

                
	 	 	 
	 	 	 
	__________________________________________	 	__________________________________________
	
                  Name
                    of Joint Individual Member (Please Print)

                	 	
                  Signature
                    of Officer

                
	 	 	 
	 	 	 
	__________________________________________	 	 
	
                  Signature
                    of Joint Individual Member

                	 	 


        

      

    

     

    Agreed
      and accepted on behalf of the 

    Company
      and its Members:

    


    PRAIRIE
      CREEK ETHANOL, LLC

    


    BY:

    
      
        

      



    ITS:

    
      
 


    
      
        
        

      

      
        8