VOTING
      AGREEMENT

     

    This
      Voting Agreement (this “Agreement”)
      is entered into as of May 30, 2007, by and among Orion Ethanol, Inc., a Nevada
      corporation (“Orion”),
      OEI Acquisition Sub, Inc., a Delaware corporation and Orion’s wholly-owned
      subsidiary (“OEI”),
      GreenHunter Energy, Inc., a Delaware corporation (“GreenHunter”)
      and SNB Associates, LLC, a Kansas limited liability company (“Stockholder”).
      Orion, OEI, GreenHunter and Stockholder are sometimes referred to herein as
      the
“Parties”.
      

     

    PRELIMINARY
      STATEMENT

     

    WHEREAS,
      Orion, OEI and GreenHunter are parties to that certain Agreement and Plan of
      Merger dated of even date herewith (the “Merger
      Agreement”)
      providing for, among other things and proposed actions, (a) the merger of OEI
      with and into GreenHunter and the conversion of the shares of capital stock
      of
      GreenHunter outstanding at the time of the Merger into shares of capital stock
      of Orion, (b) the amendment to Orion’s Articles of Incorporation to increase the
      number of authorized shares of capital stock of Orion, and (c) the designation
      of shares of Series A 8% Convertible Preferred Stock of Orion (such listed
      and
      unlisted actions, being collectively referred to herein as the “Merger”);

     

    WHEREAS,
      Stockholder directly or indirectly owns and holds shares of capital stock of
      Orion (“Shares”)
      which are or may become eligible to vote for certain actions proposed in
      connection with the Merger and as contemplated by the Merger Agreement;
      and

     

    WHEREAS,
      as an inducement to Orion, OEI and GreenHunter to enter into the Merger
      Agreement, the Parties wish to establish and memorialize certain voting
      obligations of Stockholder in connection with the Merger.

     

    Accordingly,
      for good and valuable consideration, the receipt and sufficiency of which are
      hereby acknowledged, the Parties agree as follows:

     

    1.    Agreements
      Related to the Shares.

     

    1.1 Vote
      of Stockholder.
      Stockholder hereby agrees to vote, or to cause to be voted, all Shares that
      are
      owned and/or held, beneficially or otherwise, by Stockholder in favor of (or
      to
      grant, or to cause to be granted, consents with respect to such Shares for),
      the
      recommendation made by the Board of Directors of Orion with respect to the
      adoption and approval of the Merger at every meeting of stockholders of Orion
      (or any solicitation of consents in lieu thereof) at which such matters are
      considered and at every adjournment or postponement thereof; and (b) to vote,
      or
      to cause to be voted, all Shares that are owned and/or held, beneficially or
      otherwise, by Stockholder against (or to withhold, or to cause to be withheld,
      consents with respect to such Shares for) any proposal that would compete or
      interfere with, or that would in any way delay or otherwise inhibit the timely
      consummation of, the Merger and the other transactions contemplated by the
      Merger Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2 No
      Voting Trusts or Transfers.
      Stockholder will not, and will not permit any person with any voting or
      dispositive power over the Shares owned and/or held, beneficially or otherwise,
      by Stockholder to: (a) deposit any Shares beneficially owned by it in a voting
      trust or subject any Shares to any arrangement with respect to the voting of
      such Shares other than this Agreement or any other agreement entered into in
      furtherance of the Merger; (b) sell, assign, pledge, grant a lien on, or
      security interest in, or otherwise transfer any of its interests in, any Shares
      to any person; or (c) take any action that would make any representation or
      warranty of Stockholder contained herein untrue or incorrect or have the effect
      of limiting, preventing or disabling Stockholder from performing its obligations
      under this Agreement. Notwithstanding the foregoing, this Section 1.2 shall
      not
      prohibit a distribution by the Stockholder of the Shares to the members of
      the
      Stockholder, nor shall it prohibit a subsequent transfer of 5,000,000 of the
      Shares by certain of such members to EcoGen Invest LLC so long as, in each
      such
      case, a joinder agreement is entered into by the transferees in accordance
      with
      Section 1.3 below.

     

    1.3 Joinder
      Agreement.
      Stockholder agrees that any person who is not a party to this Agreement and
      who
      acquires Shares after the date hereof, shall, upon consummation of, and as
      a
      condition precedent to the consummation of, such acquisition, execute and agree
      to be bound by terms of this Agreement and shall thereafter be deemed a
      Stockholder, with all of the obligations of Stockholder for all purposes of
      this
      Agreement.

     

    2.    Representations
      and Warranties of Stockholder.
      Stockholder represents and warrants to Orion, OEI and GreenHunter
      that:

     

    2.1 Due
      Authority.
      Stockholder has all requisite corporate power and authority and has taken all
      corporate action necessary in order to execute and deliver, and to perform
      its
      obligations under this Agreement. This Agreement has been duly executed and
      delivered by or on behalf of Stockholder and is a valid and binding agreement
      of
      Stockholder enforceable against it in accordance with its terms, subject, as
      to
      enforcement, to laws relating to or affecting generally the enforcement of
      creditors rights, including, without limitation, bankruptcy and insolvency
      laws
      and to general principles of equity.

     

    2.2 No
      Conflict; Consents.
      The execution and delivery of this Agreement by Stockholder does not, and the
      performance by Stockholder of the obligations under this Agreement and the
      compliance by Stockholder with the provisions hereof does not, (i) conflict
      with
      or violate any law, statute, rule, regulation, order, writ, judgment or decree
      applicable to Stockholder or any Shares directly or indirectly owned or held
      by
      Stockholder; (ii) conflict with or violate Stockholder's certificate of
      formation, limited liability company operating agreement, charter, bylaws,
      partnership agreement, trust agreement or other similar organizational
      documents; or (iii) result in any breach of or constitute a default (or an
      event
      that with notice or lapse of time or both would become a default) under, or
      grant to others any rights of termination, amendment, acceleration or
      cancellation of, or result in the creation of a lien or encumbrance on any
      of
      Stockholder's shares pursuant to, any note, bond, mortgage, indenture, contract,
      agreement, lease, license, permit, franchise or other instrument or obligation
      to which Stockholder is a party or by which Stockholder or Stockholder's Shares
      are bound.

     

    2.3 Ownership
      of Shares.
      Stockholder is the sole record and beneficial owner of 24,807,057 Shares, all
      of
      which Shares are, on the date hereof, and will at all times during the term
      will
      be, held free and clear of any liens, claims, options, charges, proxies or
      voting restrictions or other encumbrances.

     

    
      
         

      

      
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    2.4 Additional
      Documents.
      Stockholder hereby covenants and agrees to execute and deliver any additional
      documents necessary to carry out the intent of this Agreement.

     

    3.    Miscellaneous.

     

    3.1 Governing
      Law.
      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT
      TO
      THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS
      PRINCIPLES.

     

    3.2 Venue,
      Waiver of Jury Trial. 

     

    (a) The
      Parties hereby irrevocably submit to the jurisdiction of the courts of the
      State
      of Texas and the federal court of the United States of America located in the
      State of Texas solely in respect of the interpretation and enforcement of the
      provisions of this Agreement and of the documents referred to in this Agreement
      and in respect of the transactions contemplated hereby, and hereby waive, and
      agree not to assert, as a defense in any action, suit or proceeding for the
      interpretation or enforcement hereof or of any such document, that it is not
      subject thereto or that such action, suit or proceeding may not be brought
      or is
      not maintainable in such courts or that the venue thereof may not be appropriate
      or that this Agreement or any such document may not be enforced in or by such
      courts, and the Parties irrevocably agree that all claims with respect to such
      action or proceeding will be heard and determined in such a Texas state or
      federal court. Each Party consents to and grants any such court jurisdiction
      over the person of such Party and over the subject matter of such dispute and
      agrees that mailing of process or other papers in connection with any such
      action or proceeding in the manner provided in Section 3.3 herein or in such
      other manner as may be permitted by law will be valid and sufficient service
      thereof.

     

    (b) Each
      Party acknowledges and agrees that any controversy that may arise under this
      agreement is likely to involve complicated and difficult issues, and therefore
      each such Party hereby irrevocably and unconditionally waives any right such
      Party may have to a trial by jury in respect of any litigation directly or
      indirectly arising out of or relating to this agreement, or the transactions
      contemplated by this agreement. Each Party certifies and acknowledges that
      (i)
      no representative, agent or attorney of any other Party has represented,
      expressly or otherwise, that such other Party would not, in the event of
      litigation, seek to enforce the foregoing waiver, (ii) each Party understands
      and has considered the
      implications of this waiver, (iii) each Party makes this waiver voluntarily,
      and
      (iv) each Party has been induced to enter into this agreement by, among other
      things, the mutual waivers and certificates in this paragraph (b).

     

    3.3 Notices.
      All notices, requests, claims, demands and other communications required or
      permitted to be given or made pursuant to this Agreement will be in writing
      and
      will be deemed given (i) on the first business day following the date received,
      if delivered personally or by telecopy (with telephonic confirmation of receipt
      by the addressee), (ii) on the business day following timely deposit with an
      overnight courier service, if sent by overnight courier specifying next day
      delivery and (iii) on the first business day that is at least five days
      following deposit in the mails, if sent by first class mail, to the Parties
      at
      the following addresses (or at such other address for a Party as will be
      specified by like notice):

     

    
      
         

      

      
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              To
                Orion and/or OEI

            	
              Orion
                Ethanol, Inc.

              307
                South Main Street

              Pratt,
                Kansas 67124

              Attention:
                Chief Financial Officer

              Telephone
                (620) 672-2814 

              Facsimile:
                (620) 672-3142

            
	 	 
	
              To
                Stockholder:

            	
              SNB
                Associates, LLC

              c/o
                Orion Ethanol, Inc.

              307
                South Main Street

              Pratt,
                Kansas 67124

              Attention:
                Chief Financial Officer

              Telephone
                (620) 672-2814 

              Facsimile:
                (620) 672-3142

            
	 	 
	
              with
                copies to:

            	
              Thelen
                Reid Brown Raysman & Steiner LLP

              701
                8th Street

              Suite
                800

              Washington,
                D.C. 20001

              Attn:
                Joseph R. Tiano, Jr. and Louis A. Bevilacqua

              Telephone:
                (202) 508-4000

              Facsimile:
                (202) 508-4321

            
	 	 
	
              To
                GreenHunter:

            	
              GreenHunter
                Energy Inc.

              3129
                Bass Pro Drive

              Grapevine,
                Texas 76051

              Attn:
                Michael K. Studer, President

              Telephone
                (469) 293-4397

              Facsimile:
                (972) 550-7464

            
	 	 
	
              with
                copies to:

            	
              GreenHunter
                Energy Inc.

              3129
                Bass Pro Drive

              Grapevine,
                Texas 76051

              Attn:
                Morgan F. Johnston, Vice President, General Counsel and
                Secretary

              Telephone
                (469) 293-4397

              Facsimile:
                (972) 550-7464

               

              and

               

              Fulbright
                & Jaworski L.L.P.

              2200
                Ross Avenue, Suite 2800

              Dallas,
                Texas 75201

              Attn:
                David E. Morrison

              Telephone:
                (214) 855-8301

              Facsimile:
                (214) 855-8200

            


    

     

    
      
         

      

      
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    3.4 Severability.
      The provisions of this Agreement will be deemed severable and the invalidity
      or
      unenforceability of any provision will not affect the validity or enforceability
      of the other provisions hereof. If any provision of this Agreement, or its
      application to any person or any circumstance, is invalid or unenforceable,
      (i)
      a suitable and equitable provision will be substituted therefor in order to
      carry out, so far as may be valid and enforceable, the intent and purpose of
      such invalid or unenforceable provision and (ii) the remainder of this Agreement
      and the application of such provision to other persons or circumstances will
      not
      be affected by such invalidity or unenforceability, nor will such invalidity
      or
      unenforceability affect the validity or enforceability of such provision, or
      the
      application thereof, in any other jurisdiction.

     

    3.5 Counterparts.
      This Agreement may be executed in any number of counterparts, each of which
      will
      be deemed to be an original and all of which will together constitute the same
      agreement.

     

    3.6 Termination;
      Survival.
      This Agreement will terminate upon (i) the mutual written consent of all
      Parties; (ii) the time the Merger becomes effective; or (iii) the termination
      of
      the Merger Agreement in accordance with its terms, and all the provisions of
      this Agreement will terminate at such time.

     

    3.7 Captions.
      All captions in this Agreement are for convenience of reference only and are
      not
      part of this Agreement, and no construction or reference will be derived
      therefrom.

     

    3.8 Specific
      Performance.
      Each Party acknowledges that it will be impossible to measure in money the
      damage to the other Parties if such Party fails to comply with any of the
      obligations imposed by this Agreement, that each such obligation is material
      and
      that, in the event of any such failure, the other Party will not have an
      adequate remedy at law or damages. Accordingly, each Party agrees that
      injunctive relief or any other equitable remedy, in addition to remedies at
      law
      or damages, is the appropriate remedy for any such failure and will not oppose
      the granting of such relief on the basis that the other Party has an adequate
      remedy at law or in the form of damages. Each Party agrees that it will not
      seek, and agrees to waive any requirement for, the securing or posting of a
      bond
      in connection with any other Party’s seeking or obtaining such equitable
      relief.

     

    3.9 Successors
      and Assigns.
      This Agreement will be binding upon and inure to the benefit of the Parties
      and
      their respective successors and permitted assigns and will not be assignable
      without the written consent of all other Parties hereto.

     

    3.10 Entire
      Agreement; Amendment; Waiver.
      This Agreement (including any schedules hereto) and the Merger Agreement
      (including any exhibits and schedules thereto) supersede all prior agreements,
      written or oral, among the Parties with respect to the subject matter hereof
      and
      contain the entire agreement among the Parties with respect to the subject
      matter hereof. This Agreement may not be amended, supplemented or modified,
      and
      no provision hereof may be modified or waived, except by an instrument in
      writing signed by all the Parties or, in the case of a waiver, each Party
      granting such waiver. No waiver of any provision hereof by any Party will be
      deemed a waiver of any other provision hereof by any such Party, nor will any
      such waiver be deemed a continuing waiver of any provision hereof by such
      Party.

     

    3.11 Further
      Assurances.
      The Parties will execute and deliver such additional instruments and other
      documents and will take such further actions as may be necessary or appropriate
      to effectuate, carry out and comply with all of the terms of this Agreement
      and
      the transactions contemplated hereby.

     

    3.12 Third
      Party Beneficiaries.
      Nothing in this Agreement, express or implied, is intended to confer upon any
      third party any rights or remedies of any nature whatsoever under or by reason
      of this Agreement.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Parties have executed this agreement as of the date first
      written above.

     

    
      	 	ORION ETHANOL 
	 	 
	 	
              By:_____________________________

              Name:___________________________

              Its:_____________________________

               

              


              OEI
                ACQUISITION SUB, INC. 

               

              By:_____________________________

              Name:___________________________

              Its:_____________________________

               

              


              GREENHUNTER
                ENERGY, INC.

               

              By:_____________________________

              Name:___________________________

              Its:_____________________________

               

               

              SNB
                ASSOCIATES, LLC

               

              By:_____________________________

              Name:___________________________

              Its:_____________________________

            


    

    
 

     

    [Signature
      Page to SNB Associates Voting Agreement]

     

    
      
         

      

      
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