Exhibit
4.3


ESCROW
AGREEMENT




THIS ESCROW AGREEMENT, dated as
of January 9, 2007 (this “Agreement”),
is entered into by and between Illini
Bio-Energy, LLC, an Illinois limited liability company (the “Company”),
and Marine Bank, Springfield, an Illinois state banking
corporation, located in Springfield, Illinois (the “Escrow Agent”).  




RECITALS


A.                                   The Company
is raising equity capital to construct and operate an ethanol plant in Logan
County, Illinois or such other location as may be determined by the Company.




B.                                     The Company
is offering up to an aggregate of 36,000,000 Class A Units, at a purchase price
of $2.50 per Unit, to investors pursuant to an offering registered with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Offering”).  




C.                                     Each
investor who subscribes to purchase Units (a “Subscriber”) will execute a
Subscription Agreement, a Promissory Note and a signature page to the Company’s
Limited Liability Company Agreement, will provide evidence of identity or
organization in the form of a copy of a drivers license or state issued
identification card (front and back) of each Subscriber (including each joint
tenant, tenant in common or other additional Subscriber) and/or authorized
signer for an entity Subscriber, and will supply a check or other funds as part
or all of the purchase price for the Units (the foregoing, a “Subscription”).  The terms of the Offering provide that
Subscriptions will be held in escrow until certain conditions for release from
escrow are satisfied and the Subscriptions and Offering proceeds are released
to the Company or until such Subscriptions are required to be returned to
Subscribers.




D.                                    The minimum
investment by each Subscriber in the Offering is $25,000 (10,000 Units), with a
payment equal to at least ten percent (10%) of the total purchase price due at
the time the Subscription is made (an “Initial Payment”) and with payment for
the remaining balance of the total purchase price due upon 30 days written
notice from the Company pursuant to the terms of a promissory note (a “Promissory
Note”) to be executed and delivered as part of each Subscriber’s
Subscription.  Initial Payments and
payments received on Promissory Notes are herein referred to as “Payments.”  




E.                                      The Company
and the Escrow Agent desire to enter into an agreement with respect to said
escrow of Subscriptions in an escrow account to be established with the Escrow
Agent (the “Escrow Account”) in accordance with the terms and conditions of
this Agreement.


NOW THEREFORE, in consideration
of the premises and covenants set forth herein and for other 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:



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1.                                      Definitions.  The following terms shall have the following
meanings when used herein:


“Escrow Funds” shall mean the funds
deposited with the Escrow Agent pursuant to this Agreement, together with any
interest and other income thereon.


“Escrow Closing Date” shall mean                           ,
             [one year and 90 days following the effective date of
the registration statement filed with the Securities and Exchange Commission],
unless prior to such date, the Company provides written notice to the Escrow
Agent of the extension of the Escrow Closing Date in accordance with applicable
federal and state laws, in which case the Escrow Closing Date shall mean the
extended date established by such extension.


“Final Offering Closing Date” shall mean                           ,
             [one year following the effective date of the
registration statement filed with the Securities and Exchange Commission],
unless prior to such date, the Company provides written notice to the Escrow
Agent of the extension of the Final Offering Closing Date in accordance with
applicable federal and state laws, in which case the Final Offering Closing
Date shall mean the extended date established by such extension.


“Notice of Escrow Closing” shall mean a
written certificate that is signed on behalf of the Company by a duly
authorized officer thereof stating that the following conditions to the release
of Subscriptions and Escrow Funds from escrow have been satisfied:




(i)                                     The
Company has received and deposited in escrow Subscriptions (including Payments
and Promissory Notes) for $50,000,000 or more, exclusive of interest;  






(ii)                                  The
Company has received a written commitment or commitments for senior and
subordinated debt financing which, combined with the total amount of Payments
and Promissory Notes deposited in escrow, would equal at least $183,750,000;
and  






(iii)                               The
Company has received the air emission source permit necessary to commence
construction of a 100 million gallon per year ethanol plant on a site available
to the Company (by ownership, lease, option or otherwise).  




“Payment Instrument”
shall mean a check, money order, promissory note, or similar instrument
received by the Company as a Payment for the Units subscribed for by any
Subscriber in the Offering.


“Subscription
Accounting” shall mean an accounting prepared by the Company of all
subscriptions for Units received by the Company as of the date of such
accounting for which Payment(s) has been deposited into the Escrow Account,
indicating for each subscription (i) the Subscriber’s name, address and federal
taxpayer identification number, (ii) the amount of the Payment(s) received for
the subscribed Units, (iii) the date of deposit by the Company of the 



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Payment
Instrument relating thereto and notations of any nonpayment of the Payment
Instrument submitted with any such subscription, and (iv) any rejection of any
such subscription in whole or in part by the Company, or any other termination,
for whatever reason, of any such subscription.


2.                                      Appointment
of and Acceptance by Escrow Agent. 
The Company hereby appoints the Escrow Agent to serve as escrow agent
hereunder, and the Escrow Agent hereby accepts such appointment and agrees to
act as Escrow Agent in accordance with the terms of this Agreement.


3.                                      Deposits into Escrow.


a.                                       Delivery of Subscriptions.  All Subscriptions received by the Company or
its agents prior to the termination of this Agreement shall, as soon as
practicable after such receipt, be forwarded to the Escrow Agent for deposit
into the Escrow Account.  All Payment
Instruments shall be delivered to the Escrow Agent within five (5) business
days from the date of the receipt thereof, endorsed (if appropriate) to the
Escrow Agent, together with a list of the applicable Subscribers, showing, with
respect to each such Subscriber, the Subscriber’s name and address,
subscription date, amount of subscription and amount paid, and evidence of
identity or organization in the form of a copy of a drivers license or state
issued identification card (front and back) of each Subscriber (including each
joint tenant, tenant in common or other additional Subscriber) and/or
authorized signer for an entity Subscriber, 
From time to time and upon request by the Escrow Agent, the Company
shall provide a Subscription Accounting to the Escrow Agent.


ALL ESCROW FUNDS SHALL REMAIN THE PROPERTY OF THE
SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS, SHALL NOT BE OR BECOME THE
PROPERTY OR ASSETS OF THE COMPANY, AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE
BY THE ESCROW AGENT, ANY LIEN OR CLAIM BY THE COMPANY OR BY JUDGMENT OR
CREDITORS CLAIMS AGAINST THE COMPANY, UNTIL RELEASED TO THE COMPANY IN
ACCORDANCE WITH SECTION 4 HEREOF. IN NO EVENT SHALL ANY OF THE ESCROW
FUNDS BE COMMINGLED WITH DEPOSIT ACCOUNTS OF THE ESCROW AGENT OR OTHERWISE
TREATED AS A DEPOSIT ACCOUNT OF THE ESCROW AGENT OR REFLECTED ON THE FINANCIAL
STATEMENTS OF THE ESCROW AGENT.


b.                                      Availability of Funds.  Notwithstanding anything to the contrary
contained in this Agreement, the Company understands and agrees that all
Payment Instruments received by the Escrow Agent hereunder are subject to
collection requirements of presentment and final payment, and that the funds
represented thereby cannot be drawn upon or disbursed until such time as final
payment in collected funds has been made and is no longer subject to
dishonor.  Upon receipt, the Escrow Agent
shall process each Payment Instrument it receives for collection, and the
proceeds thereof shall be held as part of the Escrow Funds and disbursed in
accordance with Sections 4 and 5 hereof. 
If, upon presentment for payment, any Payment Instrument is dishonored,
the Escrow Agent shall notify the Company of such dishonor and return such
Payment Instrument to the Company to take whatever action it deems
necessary.  The Escrow Agent shall have
no duty or responsibility to establish whether any Payment Instrument is valid
and enforceable or represents collectible funds and shall have no duty or
responsibility to take 



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any
action for the collection (other than deposit for payment) or enforcement of
any Payment Instrument.


4.                                      Release of Subscriptions and Escrow Funds to the Company.


a.                                       Escrow Closing. 
Promptly upon receipt of the following documents from or at the
direction of the Company, the Escrow Agent shall release the Subscriptions and
Escrow Funds to the Company.


1.                                       A Notice of Escrow Closing in the form
attached hereto as Exhibit A; and


2.                                       Subscription
Accounting as of the date of the Notice of Escrow Closing.


Escrow Funds shall be remitted to the Company by wire
transfer or such other means as may be requested by the Company.


The Escrow Agent
shall have no duty or responsibility to review or seek to determine the truth,
accuracy or sufficiency of documents contemplated or referred to in the Notice
of Escrow Closing.  The Escrow Agent
shall have no duty to review any Subscription Accounting, it being the
understanding and agreement of the parties hereto that the Escrow Agent shall
release the Subscriptions and disburse the Escrow Funds upon receipt of
documents the Escrow Agent believes, without any duty of further inquiry, to
conform to the requirements set forth in this Section 4(a).


b.                                      Issuance and Registration of Units.  Until the terms of this Agreement have been
met and the Subscriptions have been released and Escrow Funds have been
disbursed to the Company, the Company shall not issue any Units to Subscribers
or register any Units in the names of any Subscribers, and Subscribers shall
have no ownership interest in any Units until the Units are so issued and
registered.


5.                                      Return of Subscriptions and Escrow Funds to Subscribers.




a.                                       Failure to Obtain Minimum Offering Proceeds.  If, by the date that is five (5)
business days after the Final Offering Closing Date, the Escrow Agent is not in
receipt of Subscriptions, including Payments and Promissory Notes, but exclusive
of interest, which total $50,000,000 or more, then the Escrow Agent shall (i)
notify the Company in writing that the minimum Subscriptions required for the
Offering have not been received, (ii) as soon as practicable but no later than
thirty (30) days following the Final Offering Closing Date, return the
Subscriptions and Escrow Funds then held by the Escrow Agent directly to the
Subscribers by certified mail, including a check in the amount of the Payments
received in respect of such Subscriptions and on deposit in the Escrow Account,
together with interest earned on the amount of such Payments and without
deduction except as stated in Sections 7 and 13 of and Exhibits B and C to this
Agreement (interest earned will be calculated at the end of the month of
account termination and may be disbursed through a separate payment following
calculation) and (iii) notify the Company in writing of such return.  





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b.                                      Failure to Reach Escrow Closing.  If, by the date that is five (5) business
days after the Escrow Closing Date, the Escrow Agent is not in receipt of the
documents described in Section 4(a), then the Escrow Agent shall (i) notify the
Company in writing that the conditions set forth in Section 4(a) have not been
satisfied, (ii) as soon as practicable but no later than thirty (30) days
following the Escrow Closing Date, return the Subscriptions and Escrow Funds
then held by the Escrow Agent directly to the Subscribers by certified mail,
including a check in the amount of the Payments received in respect of such
Subscriptions and on deposit in the Escrow Account, together with interest
earned on the amount of such Payments and without deduction except as stated in
Sections 7 and 13 of and Exhibits B and C to this Agreement (interest earned
will be calculated at the end of the month of account termination and may be
disbursed through a separate payment following calculation) and (iii) notify
the Company in writing of such return.


c.                                       Rejection of Any Subscription.  As soon as practicable but no later than
thirty (30) days after receipt by the Escrow Agent of written notice from the
Company that the Company intends to reject a Subscriber’s subscription in whole
or in part, the Escrow Agent shall return directly to the applicable
Subscriber, by certified mail, the Subscriber’s Subscription, including funds
equal to the Payment(s) made by or on behalf of such Subscriber, together with
interest earned on the amount of such Payments and without deduction except as
stated in Section Sections 7 and 13 of and Exhibits B and C to this Agreement
(interest earned will be calculated at the end of the month of account
termination and may be disbursed through a separate payment following
calculation).


d.                                      Abandonment of Offering.  As soon as practicable but no later than
thirty (30) days after receipt by the Escrow Agent of written notice from the
Company that it is abandoning the Offering, the Escrow Agent shall return
directly to the Subscribers by certified mail the Subscribers’ Subscriptions,
including funds equal to the Payments made by or on behalf of each such
Subscriber, together with interest earned on the amount of such Payments and
without deduction except as stated in Sections 7 and 13 of and Exhibits B and C
to this Agreement (interest earned will be calculated at the end of the month
of account termination and may be disbursed through a separate payment
following calculation).


e.                                       Accounting.  In connection with a return of funds to
Subscribers pursuant to this Section 5, the Company shall provide the Escrow
Agent with a Subscription Accounting. 
Under no circumstances may a Subscriber receive less than the principal
amount of all Payments made by the Subscriber in connection with a return of funds
to Subscribers pursuant to this Section 5.


6.                                      Suspension of Performance or Disbursement Into Court.  If, at any time, there shall exist any
dispute between the Company, the Escrow Agent, any Subscriber or any other
person with respect to the holding or disposition of any portion of any
Subscription or Escrow Funds or any other obligations of the Escrow Agent
hereunder, or if at any time the Escrow Agent is unable to determine, to the
Escrow Agent’s reasonable satisfaction, the proper disposition of any portion
of the Subscriptions or the Escrow Funds or the Escrow Agent’s proper actions
with respect to its obligations hereunder, or if the Escrow Agent is uncertain
concerning its duties or rights under this Agreement, or if the Escrow Agent
shall have received instructions, claims or demands from the Company or
Subscribers or others which, in its opinion, are in conflict with any of the
provisions of this Agreement, or if the Company has not within 30 days of the 



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furnishing
by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof
appointed a successor Escrow Agent to act hereunder, then the Escrow Agent may,
in its sole discretion, consult legal counsel selected by it and take either or
both of the following actions:


a.                                       Suspend
the performance of any of its obligations under this Agreement until such
dispute, uncertainty or conflict shall be resolved to the reasonable
satisfaction of the Escrow Agent or until a successor Escrow Agent shall have
been appointed (as the case may be); provided,
however, that the Escrow Agent shall continue to hold the
Subscriptions and to invest the Escrow Funds in accordance with Section 7
hereof; and/or


b.                                      Petition (by
means of an interpleader action or any other appropriate method) any court of
competent jurisdiction of the state of Illinois, for instructions with respect
to such dispute or uncertainty, and pay into such court all Subscriptions and
Escrow Funds for holding and disposition in accordance with the instructions of
such court, and the Escrow Agent shall thereupon be discharged from all further
duties under this Escrow Agreement.


The
Escrow Agent shall have no liability to the Company, any Subscriber or any
other person with respect to any such suspension of performance or disbursement
into court, specifically including any liability or claimed liability that may
arise, or be alleged to have arisen, out of or as a result of any delay in the
disbursement of Escrow Funds or any delay in or with respect to any other
action required or requested of the Escrow Agent, except in instances of the
Escrow Agent’s bad faith, gross negligence or willful misconduct.


7.                                      Investment of Funds. 
The Escrow Agent shall invest and reinvest the Escrow Funds as the
Company shall direct (subject to applicable minimum investment requirements) in
writing; provided, however, that no investment or reinvestment may be made except in the
following:


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


b.                                      Savings
accounts, certificates of deposit or repurchase agreements of any bank, trust
company or national banking association (including the Escrow Agent and its
affiliates); or




c.                                       United
States Treasury Money Market funds (The Northern Trust Government Select Fund:
a government select portfolio that invests exclusively in securities issued or
guaranteed as to principal and interest by the U.S. government, its agencies,
or instrumentalities; having interest generally exempt from state income
taxation; with assets capable of being invested in agency securities that are
not backed by the full faith and credit of the United States).  




Until otherwise
directed by the Company, the Escrow Funds shall be invested as set forth on
Exhibit B to this Agreement.


If the Escrow Agent has not received written
instructions from the Company when an investment decision needs to be made, the
Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which
no written instructions have been received, in any of the investments described
in clause (a) or clause (c) as it deems appropriate.  Each of the foregoing investments 



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shall be made in
the name of the Escrow Agent in its stated capacity hereunder.  No investment shall be made in any instrument
or security that has a maturity of greater than three (3) months or would
mature after                   ,           
[one year and 90 days following the effective
date of the registration statement filed with the Securities and Exchange
Commission], and any and all investments hereunder shall be made in
investments that are currently marketable or may be liquidated within five (5)
business days without penalty or charge. 
Notwithstanding anything to the contrary contained herein, the Escrow
Agent may, without notice to the Company, sell or liquidate any of the
foregoing investments at any time if the proceeds thereof are required for any
release of funds permitted or required hereunder.  The Escrow Agent shall have no liability for
any loss or diminution in the Escrow Account resulting from investments made in
accordance with the provisions of this Agreement. Notwithstanding anything to
the contrary herein, in no event may Escrow Funds be held in any deposit
account of the Escrow Agent in an amount that exceeds $100,000.


Transaction costs
associated with the investment of the Escrow Funds, such as commissions,
brokerage fees and the like, shall be paid out of the Escrow Funds, but in no
event shall such costs exceed the amount of interest earned on the Escrow
Funds.


8.                                      Inspection of Records. 
The Company may, at any time upon reasonable notice, inspect and copy
the records of the Escrow Agent, insofar as they relate to this Agreement, for
the purpose of determining compliance with and conformance to the provisions of
this Agreement and the Subscriptions.


9.                                      Resignation and Removal of Escrow Agent.  The Escrow Agent may resign from the
performance of its duties hereunder at any time by giving thirty (30) days’
prior notice to the Company and upon providing an accounting of all
Subscriptions and Escrow Funds accepted, held and disbursed by the Escrow Agent
hereunder.  The Escrow Agent may be
removed, with or without cause, by the Company, at any time upon thirty (30)
days’ prior written notice to the Escrow Agent. 
Such resignation or removal shall take effect upon the appointment of a
successor Escrow Agent, as provided herein below, and upon receipt by the
Company and a successor Escrow Agent of an accounting of all Subscriptions and
Escrow Funds accepted, held and disbursed by the Escrow Agent hereunder.  Upon any such notice of resignation or
removal, the Company shall appoint a successor Escrow Agent hereunder.  Upon the acceptance in writing of any
appointment as Escrow Agent hereunder by a successor Escrow Agent, and upon
receipt of the full accounting referred to above, such successor Escrow Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Escrow Agent, and the retiring Escrow
Agent shall be discharged from its duties and obligations under this Agreement,
but shall not be discharged from any liability hereunder for actions taken as
Escrow Agent hereunder prior to such succession.  Notwithstanding anything to the contrary
herein provided, in the event the Escrow Agent resigns as Escrow Agent
hereunder and no successor Escrow Agent has been designated and accepted
appointment as successor Escrow Agent within forty-five (45) days following the
date of the Escrow Agent’s notice of resignation, the Escrow Agent shall have
the right to deposit all property held pursuant to this Agreement into the
registry of any court of competent jurisdiction of the state of Illinois and
notify the parties hereto of such deposit, and thereupon the Escrow Agent shall
be discharged from all further duties and responsibilities as Escrow Agent
under this Agreement.  After any Escrow
Agent’s resignation or 



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removal, the provisions
of this Agreement shall continue to apply as to any actions taken or omitted to
be taken by it while it was Escrow Agent under this Agreement.




10.                               Duty and Liability of Escrow Agent.  The sole duty of the Escrow Agent, other than
as herein specified, shall be to receive the Subscriptions and Escrow Funds and
hold them subject to release, in accordance herewith, and the Escrow Agent
shall be under no duty to determine whether the Company is complying with the
requirements of this Agreement or any applicable laws or regulations, including
but not limited to federal or state securities laws, in tendering to the Escrow
Agent said proceeds from the sale of the Units. The Escrow Agent may
conclusively rely upon and shall be protected in acting upon any statement,
certificate, notice, request, approval, consent, order or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.  The Escrow Agent shall
have no duty or liability to verify any such statement, certificate, notice,
request, consent, order or other document, and its sole responsibility shall be
to act only as expressly set forth in this Agreement.  The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this Agreement
unless first indemnified to its satisfaction. The Escrow Agent may consult
counsel with respect to any question arising under this Agreement and the
Escrow Agent shall not be liable for any action taken or omitted upon advice of
such counsel except in the event of the Escrow Agent’s bad faith, willful
misconduct or gross negligence. The Escrow Agent shall not be required to act
upon or take notice of any direction, demand, notice, communication or
instructions provided to the Escrow Agent by any Subscriber, but shall act upon
and take notice solely of notices, communications and instructions provided to
the Escrow Agent by the Company or as otherwise set forth in this
Agreement.  The Escrow Agent shall have
no implied duties or obligations and shall not be charged with knowledge or
notice of any fact or circumstance not specifically set forth herein or in any
notices given to it in accordance with the notice provisions of this
Agreement.  The Escrow Agent shall have
no liability with respect to the transfer or distribution of any funds made by
the Escrow Agent pursuant to transfer or wiring instructions provided to the
Escrow Agent by any party to this Agreement. 
The Escrow Agent shall not be obligated to take any legal action or to
commence any proceedings in connection with the Escrow Account or this
Agreement, or to appear in, prosecute or defend in any such legal action or
proceedings.  In performing its duties
under this Agreement, or upon the claimed failure to perform its duties, the
Escrow Agent shall have no liability except for the Escrow Agent’s bad faith,
willful misconduct or gross negligence. 
In no event shall the Escrow Agent be liable for incidental, indirect,
special, consequential or punitive damages. The Escrow Agent shall have no duty
by reason of this Agreement to prepare or file any federal or state tax report
or return with respect to the Escrow Account or any income earned thereon,
except that the Escrow Agent may be required to prepare IRS Forms 1099 and
provide such forms to the IRS and the Subscribers as may be required under IRS
regulations with respect to interest or other income earned on the Escrow Funds.  Required Forms 1099 for 2007 will be issued
to the Company if the Notice of Escrow Closing is given on or prior to December
31, 2007; required Forms 1099 for 2007 will be sent to the Subscribers,
together with payment of interest earned in respect of Payments attributable to
the Subscriptions of the respective Subscribers, if the Notice of Escrow
Closing is given on or after January 1, 2008.  




11.                               Indemnification.  The Company shall indemnify and hold harmless
the Escrow Agent and each director, officer, employee and agent of the Escrow
Agent (collectively, the “Indemnified Parties”) from and against any and all
claims, demands, suits, actions or 



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proceedings
(including any inquiry or investigation) arising directly or indirectly from or
in connection with the negotiation, preparation, execution, performance or
failure of performance of this Agreement or any transactions contemplated
herein, whether or not any such Indemnified Party is a party to any such
action, proceeding, suit or the target of any such inquiry or
investigation.  This indemnity and hold
harmless agreement shall include indemnity against all costs, expenses, damages
and liabilities, including reasonable attorneys’ fees, incurred by or asserted
against any of the Indemnified Parties in connection with any such claims,
demands, suits, actions or proceedings, except for any consequential damages
suffered by the Indemnified Parties as a result of any such claims, demands,
suits, actions or proceedings, which consequential damages are expressly
excluded from the foregoing indemnity. 
Provided, further, that the foregoing indemnity shall not apply to any
claims, demands, suits, actions or proceedings arising from the bad faith,
gross negligence or willful misconduct of any Indemnified Parties.  The provisions of this Section 11 shall
survive the termination of this Agreement, any release, return or distribution
of Subscriptions and Escrow Funds hereunder, and any resignation or removal of
the Escrow Agent.




12.                               Securities
Law Matters.  The Escrow Agent shall
have no duty or responsibility for determining whether the Units or the offer
and sale thereof conform to the requirements of applicable Federal or state
securities laws, including but not limited to the Securities Act of 1933 and
the Securities Exchange Act of 1934.  The
Escrow Agent has not participated in the preparation or review of any sales or
offering material relating to the Units described in this Agreement and is not
a party to the offering of the Units for sale. 
In addition to any other indemnities provided for in this Agreement, the
Company shall indemnify and hold harmless the Escrow Agent and each of its
officers, directors, agents and employees from and against all claims,
liabilities, losses and damages (including attorneys’ fees) incurred by the
Escrow Agent or such persons and which directly or indirectly result from any
violation or alleged violation of Federal or state securities laws.  The name of the Escrow Agent or any similar
words shall not be used by the Company or reproduced in any prospectus or
offering, sales or similar material utilized by the Company or anyone acting on
the Company’s behalf in connection with the offering or sale of the Units,
other than to state that Subscriptions will be deposited in an escrow account
that it has established with the Escrow Agent and describing the terms and
conditions on which the Subscriptions will be held and released.  The Escrow Agent understands and agrees that
this Agreement shall be filed as an exhibit to the registration statement filed
with the Securities and Exchange Commission relating to the Offering and with
state securities authorities.  The Escrow
Agent shall cooperate with the Company with respect to any special requirements
of the Securities and Exchange Commission and state securities authorities
regarding this Agreement and the terms of escrow provided herein.  




13.                               Fees and
Expenses of Escrow Agent.  The
Escrow Agent shall be entitled to compensation as described in Exhibit C attached hereto, promptly paid by
the Company at such time or times as set forth therein, until the termination
of this Agreement or the resignation or removal of the Escrow Agent, for the
services provided by Escrow Agent hereunder. 
The fees agreed upon for services rendered hereunder are intended as
full compensation for the Escrow Agent’s services as contemplated by this
Agreement; provided, however, that in the event the Escrow Agent renders any
material service not contemplated in this Agreement or there is any assignment
of interest in the subject matter of this Agreement, or any material
modification 



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hereof,
or if any material controversy arises hereunder, or the Escrow Agent is made a
party to any litigation pertaining to this Agreement, or the subject matter
hereof, then the Escrow Agent shall be reasonably compensated for such
extraordinary services and reimbursed for all costs and expenses, including
reasonable attorney’s fees, occasioned by any delay, controversy, litigation or
event, and the same shall be recoverable from the Company, but not from the
Escrow Account.


14.                               Representations
and Warranties.


a.                                      The
Company makes the following representations and warranties to the Escrow Agent,
as of the date hereof:


1.                                       The
Company is a limited liability company duly organized, validly existing, and in
good standing under the laws of the State of Illinois and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder;


2.                                       This
Agreement has been duly approved by all necessary action of the Company, has
been executed by duly authorized persons of the Company, and constitutes a
valid and binding agreement of the Company, enforceable in accordance with its
terms;


3.                                       The
execution, delivery, and performance by the Company of this Agreement will not
violate, conflict with, or cause a default under the Company’s governing
instruments, any applicable law or regulation, any court order or
administrative ruling or decree to which the Company is a party or any of its
property is subject, or any agreement, contract, indenture or other binding
arrangement to which the Company is a party or any of its property is subject;
and


4.                                       The
Company hereby acknowledges that the status of the Escrow Agent is that of
agent only for the limited purposes set forth herein, and hereby represents and
covenants that no representations or implications shall be made that the Escrow
Agent has investigated the desirability or advisability of an investment in the
Units or has approved, endorsed or passed upon the merits of the investments
therein and that the name of the Escrow Agent has not and shall not be used in
any manner in connection with the offer or sale of the Units other than to state
that the Escrow Agent has agreed to serve as agent for the limited purposes set
forth herein.


b.                                      The
Escrow Agent represents and warrants to the Company, as of the date hereof,
that the Escrow Agent has all necessary powers and authority to act as an
escrow agent as set forth in this Agreement.


15.                               Consent to
Jurisdiction and Venue.  In
the event that any party hereto commences a lawsuit or other proceeding
relating to or arising from this Agreement, the parties hereto agree that the
courts of the state of Illinois shall have sole and exclusive jurisdiction and
shall be proper venue for any such lawsuit or judicial proceeding and the
parties hereto waive any objection to such venue.  The parties hereto consent to and agree to
submit to the jurisdiction of 



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the
courts specified herein and agree to accept service or process to vest personal
jurisdiction over them in any of these courts.


16.                               Notice.  Any notice
and other communications hereunder shall be in writing and shall be deemed to
have been validly served, given or delivered five (5) days after deposit in the
United States mail, by certified or registered mail with return receipt
requested and postage prepaid, at the time of delivery when delivered
personally, one (1) day after delivery to any overnight courier, or when
transmitted by facsimile transmission facilities, and addressed to the party to
be notified as follows:


If to the Company
at:


Illini
Bio-Energy, LLC


Attention:
Chair


3600
Wabash Avenue, Suite C


Springfield,
IL  62711-9606


Fax:  (217) 726-9527


If to the Escrow
Agent:




Marine
Bank, Springfield  






Attn:
Trust & Investment Management Division  






3050
Wabash Avenue  






Springfield,
IL  62704  






Fax:  (217)
726-0283  




or
to such other address as each party may designate for itself by like notice.


17.                               Amendment or
Waiver.  This Agreement and
any provision hereof may be amended, changed, waived, discharged, superseded,
cancelled or terminated only by a writing signed by the Company and the Escrow
Agent.  No delay or omission by any party
in exercising any right with respect hereto shall operate as a waiver.  A waiver on any one occasion shall not be
construed as a bar to, or wavier of, any right or remedy on any future
occasion.


18.                               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.


19.                               Governing
Law.  This Agreement shall be
construed and interpreted in accordance with the internal laws of the State of
Illinois without giving effect to the conflict of laws principles thereof.


20.                               Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties relating to the
acceptance, collection, holding, investment, release, return and disbursement
of the Subscriptions and Escrow Funds and sets forth in their entirety the
obligations and duties of the Escrow Agent with respect to the Subscriptions
and Escrow Funds.



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21.                               Binding Effect.  All
of the terms of this Agreement, as amended from time to time, shall be binding
upon, inure to the benefit of and be enforceable by the respective successors
and assigns of the Company and the Escrow Agent; provided, however, that
neither this Agreement nor any rights or obligations hereunder may be assigned
by any party hereto without the express written consent of each of the other
party hereto.


22.                               Execution in
Counterparts.  This Agreement
may be executed in any number of counterparts, which, when so executed, shall
constitute one and the same agreement.


23.                               Termination.  Upon the
first to occur of the release of all Subscriptions and disbursement of all
amounts in the Escrow Account pursuant to Section 4 or 5 hereof or deposit of
all Subscriptions and all amounts in the Escrow Account into court pursuant to
Section 6 hereof, this Agreement shall terminate and the Escrow Agent shall
have no further responsibilities whatsoever with respect to this Agreement or
the Subscriptions or the Escrow Funds, except that the Escrow Agent may be
required to prepare and issue IRS Forms 1099 to the appropriate party(ies) in
the event that an IRS Form 1099 filing requirement arises with respect to
interest or other income earned on the Escrow Funds.


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed and effective as of the date
first above written.




	
   

  	
  ILLINI BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ernest D. Moody

  
	
   

  	
  Name:

  	
  Ernest D. Moody

  
	
   

  	
  Its:

  	
  Chairman

  
	
   

  	
  Federal Taxpayer
  I.D. number: 20-3692964

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARINE
  BANK, SPRINGFIELD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Victoria A. Stewart T.O.

  
	
   

  	
  Name:

  	
  Victoria A. Stewart

  
	
   

  	
  Its:

  	
  Trust Officer

  
				





 



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EXHIBIT A


Form of Notice of Escrow Closing


(To be on Company letterhead)


(date)


Marine Bank, Springfield


Attn: Trust & Wealth
Management Division


3050 Wabash Avenue


Springfield,
IL  62704


Re: Illini
Bio-Energy, LLC - Notice of Escrow Closing


Dear Sir/Madam:


You are hereby notified that the following conditions to release of
Subscriptions and Escrow Funds being held in the Escrow Account for Illini
Bio-Energy, LLC (the “Company”) have been satisfied:




(i)            The Company has received and
deposited in escrow Subscriptions (including Payments and Promissory Notes) for
$50,000,000 or more, exclusive of interest;  






(ii)           The Company has received a written
commitment or commitments for senior and subordinated debt financing which,
combined with the total amount of Payments and Promissory Notes deposited in
escrow, would equal at least $183,750,000; and  






(iii)          The Company has received the air
emission source permit necessary to commence construction of a 100 million
gallon per year ethanol plant on a site available to the Company (by ownership,
lease, option or otherwise).  




IN WITNESS WHEREOF,
the undersigned hereby certifies he is duly authorized to execute this notice
on behalf of Illini Bio-Energy, LLC.


	
   

  	
  ILLINI BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  



 



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EXHIBIT B


Initial Investment of Escrow Funds


Northern
Trust U.S. Government Select Premier Shares money market mutual fund (which
will pay to Escrow Agent a monthly shareholder services fee as a portion of its
compensation as described in Exhibit C of this Agreement).



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EXHIBIT C


Compensation of Escrow Agent




All
charges, fees, and costs, including the Escrow Agent’s $1,00.00 Acceptance Fee
due and payable at time of account opening (which shall be the date on which
the Registration Statement for the Offering is effective with the Securities
and Exchange Commission), the Escrow Agent’s $50.00 monthly fee (commencing on
the date of account opening), attorney fees and any other expenses, including
but not limited to postage, wire transfer fees, and costs associated with the
issuance of checks, that may be incurred by the Escrow Agent with respect to
this Escrow Agreement shall be charged to and be borne by the Company. The
Company hereby acknowledges, confirms, approves and authorizes the Escrow Agent
to receive, as part of its compensation under this Escrow Agreement, a fifty
basis point (50 basis point, or .005 of 1 percent) shareholder services fee to
be paid to Escrow Agent monthly by Northern Trust Company on balances held in
the Northern Trust U.S. Government Select Premier Shares money market mutual
fund.  





 3