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                                                                    EXHIBIT 4.3

                            NOTICE OF AMENDMENT NO. 1
                                       TO
                                ESCROW AGREEMENT


         This Notice of Amendment No. 1 to the Escrow Agreement ("Amendment")
is dated February 24, 2003.

         Iroquois Bio-Energy Company, LLC ("Company") and Peoples State Bank of
Francesville ("Escrow Agent") have previously entered into an Escrow Agreement
dated December 4, 2002 ("Escrow Agreement"). Pursuant to Section 13(d) of the
Escrow Agreement, the Company may amend the Escrow Agreement, with the exception
of Sections 6 through 13, by written notice to the Escrow Agent. In
consideration of the foregoing and pursuant to Section 13(d) of the Escrow
Agreement, the Escrow Agreement is hereby amended as follows:

1.   Paragraph A of the Recitals to the Escrow Agreement is hereby amended and
     restated in its entirety, as follows:

         "A. The Company desires to establish an escrow account with the Escrow
     Agent into which certain monies and documents will be deposited and held in
     escrow until a minimum of $20,000,000 has been raised in connection with
     the Company's public offering (the "Offering") of its Units, which
     represents ownership interest in the Company (the "Units"), and the Company
     satisfies the conditions to disbursement of escrow funds set forth Section
     3 hereof."

2.   Section 3(a) of the Escrow Agreement is hereby amended and restated in its
     entirety, as follows:

         "a.  TERMINATION OF THE OFFERING: If the Escrow Agent has not received,
              on or before April 30, 2003, subject to extension by the Company
              to no later than September 30, 2003, or such other date designated
              for the close of the Offering, as set forth in the Company's
              Registration Statement on Form SB-2 ("Registration Statement")
              filed with the Securities and Exchange Commission on October 22,
              2002, as amended ("Termination Date"), Subscription Payments in
              the aggregate amount of at least $20,000,000, then the Escrow
              Agent shall refund to Subscribers, without interest, all
              Subscription Payments held in the Escrow Account per written
              instruction from the Company. Unless instructed otherwise, the
              Escrow Agent shall release all Subscription Payments held in the
              Escrow Account to each Subscriber respectively, at the address
              given by such Subscriber in the Subscription Agreement. All
              disbursements by the Escrow Agent pursuant to this Section shall
              be made by the Escrow Agent's usual escrow checks and shall be
              mailed by first class United States Postal Service mail, postage
              pre-paid, as soon as practicable, but not later than the third
              business day after the Termination Date. All interest on funds
              held in the Escrow Account shall be for the account of the Company
              and shall be paid to the Company."

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3.   Section 3(b) of the Escrow Agreement is hereby amended and restated in its
     entirety, as follows:

         "b.  DISBURSEMENT OF ESCROW FUNDS: The Escrow Agent shall disburse
              ("Initial Disbursement") to the Company, pursuant to written
              instruction from the Company, substantially in the form attached
              hereto as Exhibit A, all of the Subscription Payments held in the
              Escrow Account in immediately available funds, if the Escrow Agent
              has received, on or before the Termination Date:

               i.   Subscription Payments in an aggregate amount of not less
                    than $20,000,000 and written acceptance of each
                    Subscriber's subscription by the Company;

               ii.  Written confirmation from the Company that it has executed
                    a design-build agreement for the construction and
                    operations of its ethanol plant ("Design-Build Notice");

               iii. Written confirmation from the Company that the Company has
                    closed on $29,269,000 to $34,094,000 of debt financing, less
                    any grants the Company may receive, excluding the grant from
                    the Department of Energy for up to $2,820,000 ("Financing
                    Notice"); and

               iv.  Written confirmation from the Company that it is not subject
                    to any legal orders prohibiting the offering or the ethanol
                    plant, or orders from the Securities and Exchange Commission
                    revoking the effectiveness of its Registration Statement
                    (collectively with Design-Build Notice and Financing Notice,
                    "Closing Notice").

              If the Escrow Agent receives additional Subscription Payments
              after the Initial Disbursement, then the Escrow Agent shall
              disburse the Subscription Payments to the Company upon written
              instruction from the Company, substantially in the Form attached
              hereto as Exhibit A. If the Escrow Agent does not receive the
              Closing Notice from the Company by the Termination Date, then the
              Escrow Agent shall refund to Subscribers, without interest, each
              Subscriber's Subscription Payment per written instruction from the
              Company. The Escrow Agent shall also disburse to the Company all
              interest on funds held in the Escrow Account."

4.   Except to the extent specifically amended as set forth above, all other
     terms of the Escrow Agreement remain in full force and effect.

         IN WITNESS WHEREOF, this Amendment is effective as of the date first
set forth above.

                        IROQUOIS BIO-ENERGY COMPANY, LLC:

                        By:    /s/ KEITH A. GIBSON
                            ------------------------------------------------

                        Print Name:    KEITH A. GIBSON
                                    ----------------------------------------

                        Title:    ASSISTANT VICE PRESIDENT, COO
                               ---------------------------------------------

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Receipt of this Notice of Amendment No. 1 to Escrow Agreement is hereby
acknowledged.

PEOPLES STATE BANK OF FRANCESVILLE

By:    /s/ ROGER D. CUMMINGS
     --------------------------------
Print Name:    ROGER D. CUMMINGS
             ------------------------
Title:    PRESIDENT
        -----------------------------
Date:     2-24-03
       ------------------------------

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                                ESCROW AGREEMENT

        This Escrow Agreement ("Agreement") is dated as of the date set forth
below, by and between, Iroquois Bio-Energy Company, LLC (the "Company"), and
Peoples State Bank of Francesville (the "Escrow Agent"). (The "Escrow Agent" and
the "Company" may also be hereinafter referred to as the "Parties").

                                    RECITALS

        A.      The Company desires to establish an escrow account with the
Escrow Agent into which certain monies and documents will be deposited and held
in escrow until a minimum of $18,500,000 has been raised in connection with the
Company's public offering (the "Offering") of its Units, which represents
ownership interest in the Company (the "Units").

        B.      The Company will offer and sell the Units on a best efforts
basis.

        C.      The Company has agreed to provide for the impoundment of the
proceeds to be received from the sale of the Units.

        D.      Peoples State Bank of Francesville hereby agrees to act as
Escrow Agent, and the Company desires to retain Peoples State Bank of
Francesville as Escrow Agent on the terms and conditions set forth in this
Agreement.

        NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for
themselves, their successors and assigns, hereby agree as follows:

1.  SUBSCRIPTION PAYMENTS: The Company shall deliver to the Escrow Agent all
    checks, drafts and money orders ("Subscription Payments") and all
    Subscription Agreements and other related documents ("Subscription
    Documents") received by the Company from Subscribers in connection with the
    Offering. All Subscription Payments shall be made payable to "PEOPLES STATE
    BANK OF FRANCESVILLE AS ESCROW AGENT FOR - IROQUOIS BIO-ENERGY COMPANY, LLC
    ESCROW."

    ALL FUNDS HELD BY THE ESCROW AGENT SHALL REMAIN THE PROPERTY OF THE
    SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT
    TO ANY LIEN OR CHARGE BY THE ESCROW AGENT OR BY JUDGMENT OR CREDITORS'
    CLAIMS AGAINST THE COMPANY OR THE ESCROW AGENT UNTIL RELEASED TO THE COMPANY
    IN ACCORDANCE WITH SECTION 3 HEREOF. IN NO EVENT SHALL ANY OF THE
    SUBSCRIPTION PAYMENTS BE COMMINGLED WITH DEPOSIT ACCOUNTS OF THE ESCROW
    AGENT OR OTHERWISE TREATED AS A DEPOSIT ACCOUNT OR REFLECTED ON THE
    FINANCIAL STATEMENTS OF THE ESCROW AGENT.

2.  INVESTMENT OF FUNDS: All Subscription Payments shall be cleared and held by
    the Escrow Agent in the Escrow Account. The Escrow Agent shall invest the
    Subscription Payments, along with all earned interest, in the following,
    provided that the Escrow Account


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   must accrue interest on a daily basis and allow for the immediate withdrawal
   of funds without premium or penalty:

       a.     Direct obligations of the United States of America or obligations
              in which the principal and interest are unconditionally guaranteed
              by the United States of America;

       b.     United States Treasury Money Market funds (money market funds
              investing exclusively in U.S. Treasury securities and other
              investments that are unconditionally guaranteed by the United
              States of America); or

       c.     Such other obligations as directed by the Company, provided that
              the principal and interest are obligations of the United States of
              America or are guaranteed by the United States of America.

Notwithstanding anything to the contrary, in no event may Subscription Payments
or accrued interest be held in any deposit account of the Escrow Agent in an
amount that exceeds $100,000.

3.  DISBURSEMENT OF FUNDS:

       a. TERMINATION OF THE OFFERING: If the Escrow Agent has not received, on
          or before January 31, 2003, subject to extension by the Company to no
          later than April 30, 2003, or such other date designated for the close
          of the Offering, as set forth in the Company's Registration Statement
          on Form SB-2 filed with the Securities and Exchange Commission on
          October 22, 2002, as amended ("Termination Date"), Subscription
          Payments in the aggregate amount of at least $18,500,000, then the
          Escrow Agent shall refund to Subscribers without interest, all
          Subscription Payments held in the Escrow Account per written
          instruction from the Company. Unless instructed otherwise, the Escrow
          Agent shall release all Subscription Payments held in the Escrow
          Account to each Subscriber respectively, at the address given by such
          Subscriber in the Subscription Agreement. All disbursements by the
          Escrow Agent pursuant to this Section shall be made by the Escrow
          Agent's usual escrow checks and shall be mailed by first class United
          States Postal Service mail, postage pre-paid, as soon as practicable
          but not later than the third business day after the Termination Date.
          All interest on funds held in the Escrow Account shall be for the
          account of the Company and shall be paid to the Company.

       b. DISBURSEMENT OF ESCROW FUNDS: The Escrow Agent shall disburse
          ("Initial Disbursement") to the Company, pursuant to written
          instruction from the Company, substantially in the form attached
          hereto as Exhibit A, all of the Subscription Payments held in the
          Escrow Account in immediately available funds if the Escrow Agent has
          received, on or before the Termination Date:

              i.     Subscription Payments in an aggregate amount of not less
                     than $18,500,000 and written acceptance of each
                     Subscriber's subscription by the Company;


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              ii.    Written confirmation from the Company that it has executed
                     a design-build agreement and a process licensing agreement
                     for the construction and operations of its ethanol plant
                     ("Design-Build Notice"); and

              iii.   Written confirmation from the Company that the Company has
                     closed on $26,559,000 to $33,234,000 of debt financing
                     (collectively with Design-Build Notice, "Closing Notice").

          If the Escrow Agent receives additional Subscription Payments after
          the Initial Disbursement, then the Escrow Agent shall disburse the
          Subscription Payments to the Company upon written instruction from the
          Company, substantially in the Form attached hereto as Exhibit A. If
          the Escrow Agent does not receive the Closing Notice from the Company
          by the Termination Date, then the Escrow Agent shall refund to
          Subscribers without interest, each Subscriber's Subscription Payment
          per written instruction from the Company. The Escrow Agent shall also
          disburse to the Company all interest on funds held in the Escrow
          Account.

       c. REJECTION OF SUBSCRIPTION OR TERMINATION OF OFFERING: No later than 10
          days after receipt by the Escrow Agent of written notice (i) from the
          Company that the Company intends to reject a Subscriber's
          subscription, or (ii) from the Company that it is terminating the
          Offering, the Escrow Agent shall pay to the Subscribers the amount of
          Subscription Payment held in the Escrow Account for each Subscriber
          without interest or deduction. All interest on funds held in the
          Escrow Account shall be for the account of the Company and shall be
          paid to the Company.

4.  COLLECTED FUNDS: No Subscription Payment shall be disbursed pursuant to
    Section 3 until the Escrow Agent receives such Subscription Payment in
    immediately available funds. If, upon presentment for payment, any payment
    instrument is dishonored, the Escrow Agent shall immediately notify the
    Company of such dishonor and return such payment instrument to the Company.

5.  LIABILITY OF ESCROW AGENT: In performing its duties under this Agreement,
    the Escrow Agent shall not be liable to the Company, any Subscriber, or any
    Party for damages, losses, or expenses, except for negligence or willful
    misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur
    any liability for (i) any act or failure to act made or omitted in good
    faith, or (ii) any action taken or omitted in reliance upon any instrument,
    including any written statement or affidavit provided for in this Agreement
    that the Escrow Agent should in good faith believe to be genuine. The Escrow
    Agent shall not be liable or responsible for forgeries, fraud,
    impersonations, or determining or verifying the scope of any person's
    authority acting or purporting to act on behalf of any party to this
    Agreement. In addition, the Escrow Agent may consult with legal counsel in
    connection with the Escrow Agent's duties under this Agreement and shall be
    fully protected in any action taken, suffered, or permitted by it in good
    faith in accordance with the advice of counsel.


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6.  FEES AND EXPENSES: Escrow Agent will receive a fee of $4,000 in exchange for
    its services under this Agreement. If the conditions of this Agreement are
    not promptly fulfilled, or if the Escrow Agent renders any service not
    provided for in this Agreement, or if the Company requests a substantial
    modification of its terms, or if any controversy arises, or if the Escrow
    Agent is made a party to, or intervenes in, any litigation pertaining to
    this escrow or its subject matter, the Escrow Agent shall be reasonably
    compensated for such extraordinary services and reimbursed for all costs,
    attorney's fees, and expenses occasioned by such default, delay, controversy
    or litigation, and the Escrow Agent shall have the right to retain all
    documents and/or things of value at any time held by the Escrow Agent in
    this escrow until such compensation, fees, costs and expenses are paid, up
    to the amount of such compensation, fees, costs and expenses. Unless
    otherwise provided, the Escrow Agent may deduct such sums from the funds
    deposited in the Escrow Account if the funds are to be disbursed to the
    Company.

7.  CONTROVERSIES: If any controversy arises between the Parties to this
    Agreement, or with any other party, concerning the subject matter of this
    Agreement or its terms or conditions, the Escrow Agent will not be required
    to resolve the controversy or to take any actions regarding it. The Escrow
    Agent may hold all documents and funds and may wait for settlement of any
    such controversy by final appropriate legal proceedings or other means, as
    the Escrow Agent, in its discretion may deem appropriate, despite what may
    be set forth elsewhere in this Agreement. In such event, the Escrow Agent
    will not be liable for interest or damage. Furthermore, the Escrow Agent
    may, at its option, file an action of interpleader requiring the parties to
    answer and litigate any claims and rights amongst themselves. The Escrow
    Agent is authorized to deposit with the clerk of the court all documents and
    funds held in escrow, less any interest on funds held in the Escrow Account
    to be applied against all costs, expenses, charges and reasonable attorney
    fees incurred by the Escrow Agent due to the interpleader action and which
    the Company agrees to pay. Upon initiating such action, the Escrow Agent
    shall be fully released, and discharged of and from, all obligations and
    liability imposed by the terms of this Agreement.

8.  INDEMNIFICATION OF ESCROW AGENT: The Company and its successors and assigns
    agree to indemnify and hold the Escrow Agent harmless against any and all
    losses, claims, damages, liabilities, and expenses, including reasonable
    costs of investigation, or counsel fees that may be imposed on the Escrow
    Agent or incurred by the Escrow Agent in connection with the performance of
    its duties under this Agreement, including but not limited to any litigation
    arising from this Agreement or involving its subject matter, except to the
    extent such action, loss, claim, damage, liability, or expense results from
    or is caused by the willful misconduct or negligence of the Escrow Agent.

9.  RESIGNATION OR REMOVAL OF ESCROW AGENT: The Escrow Agent may resign at any
    time upon giving at least thirty (30) days written notice to the Company.
    The Company may remove the Escrow Agent, with or without cause, at any time
    upon giving ten (10) days prior written notice to the Escrow Agent. However,
    such resignation or removal shall not become effective until the appointment
    of a successor escrow agent, which shall be accomplished as follows: The
    Company shall use its best efforts to obtain a successor escrow agent within
    thirty (30) days after receiving a resignation notice or giving a removal


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    notice. If the Company fails to appoint a successor escrow agent within such
    time, the Escrow Agent shall have the right to appoint a successor escrow
    agent. The resignation shall take effect upon the appointment of a successor
    escrow agent, the successor escrow agent executing and delivering an
    instrument accepting such appointment, and upon receipt, to their reasonable
    satisfaction, by the Company and the successor escrow agent, of a full
    accounting of all Escrow Funds held and disbursed by the Escrow Agent
    hereunder. Upon the occurrence of the above and without further acts, the
    successor escrow agent shall be vested with all the estates, properties,
    rights, powers, and duties of the predecessor escrow agent as if originally
    named as escrow agent. The predecessor escrow agent shall be discharged from
    its duties and obligations under this Escrow Agreement, but shall not be
    discharged from any liability hereunder for actions taken as escrow agent
    hereunder prior to such succession. After any predecessor escrow agent's
    resignation or removal, the provisions of this Escrow Agreement shall
    continue to apply as to any actions taken or omitted to be taken by it while
    acting as escrow agent under this Escrow Agreement.

10. AUTOMATIC SUCCESSION: Upon the Company's consent, any company into which the
    Escrow Agent may be merged or with which it may be consolidated, or any
    company to whom the Escrow Agent may transfer substantially all of its
    assets, shall be the successor to the Escrow Agent without the execution or
    filing of any paper or any further act on the part of any of the Parties,
    anything herein to the contrary notwithstanding. The successor escrow agent
    shall be vested with all the estates, properties, rights, powers, and duties
    of the predecessor escrow agent as if originally named as escrow agent.

11. TERMINATION: This Escrow Agreement shall terminate on the Termination Date.
    Upon termination, the Escrow Agent shall disburse the funds in the Escrow
    Account in the manner and upon the terms directed in paragraph 3 hereof. The
    Company may, in its sole discretion, terminate the Offering and abandon the
    sale of the Units at any time prior to the Termination Date. The Company may
    terminate this Agreement at any time in its sole discretion by providing
    Escrow Agent at least 30 days prior written notice.

12. REPRESENTATION AND WARRANTIES: The Escrow Agent hereby represents to the
    Company that:

        a.  It has all necessary trust powers and authority to act as an escrow
            agent as set forth in this Agreement;

        b.  It is "well capitalized" as defined under applicable state and
            federal banking laws and regulations;

        c.  Its most recent Consolidated Report of Condition and Income,
            including the supporting schedules and financial statements, as
            filed with the Federal Deposit Insurance Corporation is true and
            correct; and

        d.  No supervisory action by any regulatory authority against the Escrow
            Agent has been initiated, or is pending or threatened.


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13. MISCELLANEOUS:

        a.  GOVERNING LAWS: This Agreement is to be construed and interpreted
            according to Indiana law.

        b.  COUNTERPART: This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.

        c.  NOTICES: All instructions, notices and demands herein provided for
            shall be in writing and shall be mailed postage prepaid, first class
            mail, delivered by courier, or telecopied as follows:

            If to the Company:                If to the Escrow Agent:

            Iroquois Bio-Energy Company, LLC  Peoples State Bank of Francesville
            6317 East 181st Avenue            P.O. Box 188
            Hebron, IN 46341-9302             101 West Montgomery Street
                                              Francesville, IN 47946

            Telephone No:  (219) 866-5990     Telephone No: (219) 567-9151
            Telecopier No: (219) 866-7490     Telecopier No:(219) 567-9154

        d.  AMENDMENTS: This Agreement may be amended by written notice signed
            by the Company, except that Section 6 through Section 13 may be
            amended only with the consent of the Escrow Agent.

        e.  BINDING AGREEMENT AND SUBSTITUTION OF ESCROW AGENT: The terms and
            conditions of this Escrow Agreement shall be binding on the heirs,
            executors and assigns, creditors or transferees, or successors in
            interest, whether by operation of law or otherwise, of the Parties
            hereto. If, for any reason, the Escrow Agent named herein is unable
            or unwilling to continue to act, then the Company, at its sole
            discretion, may substitute another escrow agent.

        f.  REPRESENTATION. The Company represents and agrees that it has not
            made, nor will it make in the future, any representation that states
            or implies that the Escrow Agent has endorsed, recommended or
            guaranteed the purchase, value, or repayment of the Securities
            offered for sale by the Company. The Company further agrees that it
            will furnish to the Escrow Agent a copy of the registration
            statement, prospectus, subscription agreement or other offering
            document.

        g.  SEVERABILITY. To the extent any provision of this Agreement is
            prohibited by or invalid under applicable law, such provision shall
            be ineffective to the extent of such prohibition or invalidity,
            without invalidating the remainder of such provision or the
            remaining provisions of this Agreement.


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        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
last date set forth below.



IROQUOIS BIO-ENERGY COMPANY, LLC:         PEOPLES STATE BANK OF FRANCESVILLE:


By:  /s/ Leroy Torbet, Treasurer          By:  /s/ Roger D. Cummings
    ---------------------------------         ----------------------------------

Print Name:  LEROY TORBET                 Print Name:  ROGER D. CUMMINGS
            -------------------------                 --------------------------

Date:  12/3/02                            Date:  12/4/02
      -----------------------                   -----------------------


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                                    EXHIBIT A

                         FUND DISBURSEMENT INSTRUCTIONS


        The undersigned certifies that he, she or it is duly authorized to
execute and deliver this Escrow Notice on behalf of Iroquois Bio-Energy Company,
LLC (the "Company"). Pursuant to the Escrow Agreement dated ___________________,
2002 (the "Escrow Agreement") by and among the Company and Peoples State Bank of
Francesville (the "Escrow Agent"), the Company hereby requests that the Escrow
Agent remit, in immediately available funds, $_________________ from the Escrow
Account to the following parties as follows:


      PARTY                                           AMOUNT

      Iroquois Bio-Energy Company, LLC                $

                                                      $


      TOTAL                                           $______


        IN WITNESS WHEREOF, the undersigned have executed this Fund Disbursement
Instruction as of the date set forth below.


                                    IROQUOIS BIO-ENERGY COMPANY, LLC


Dated: ___________________          By: ________________________________________
                                          Its: _________________________________