PRAIRIE
      CREEK ETHANOL, LLC

    


    SUBSCRIPTION
      AGREEMENT

    


    Limited
      Liability Company Membership Units 

     

    $5,000
      per Unit

     

    Minimum
      Investment of 2 Units ($10,000)

    1
      Unit Increments Thereafter ($5,000)

    


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

     

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

    


    
      	
              1.

            	
              Subscriber's
                Printed Name 

            	
              _________________________________________________________
                

            
	
              2.

            	
              Title,
                if applicable

            	
              _________________________________________________________

            
	
              3.

            	
              Subscriber's
                Address

            	 
	 	
              Street
                

            	
              _________________________________________________________

            
	 	
              City,
                State, Zip Code

            	
              _________________________________________________________

            
	
              4.

            	
              E-mail
                Address (optional)

            	
              _________________________________________________________

            
	
              5.

            	
              Home
                Telephone Number

            	
              _________________________________________________________

            
	
              6.

            	
              Business
                Telephone Number

            	
              _________________________________________________________

            
	
              7.

            	
              Mobile
                Telephone Number

            	
              _________________________________________________________

            


    

    


    B. NUMBER
      OF UNITS PURCHASED. You
      must
      purchase at least 2 units. Your ownership interest may not exceed 90% of our
      outstanding membership units. We currently have 1,523 units outstanding.
      Accordingly, assuming that we sell the minimum number of 11,800 units in this
      offering, you may not hold more than 11,990 units. The maximum number of units
      to be sold in the offering is 27,600.

    
      
        	 	 
	 	 
	 	
                units

              


      

    

     

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

    


    
      	
              1.
                Total
                Purchase Price

              ($5,000
                per unit multiplied 

              by
                number of units)

            	
              =

            	
              2.
                1st
                Installment

              (10%
                of Total Purchase Price)

            	
              +

            	
              3.
                2nd
                Installment

              (90%
                of Total Purchase Price)

            
	 	 	 	 	 
	 	
              =

            	 	
              +

            	 


    

    


    D. GENERAL
      INSTRUCTIONS FOR SUBSCRIBERS: 

    


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

    


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

    


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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


    Prairie
      Creek Ethanol, LLC   

    415
      N.
      Locust Street, PO Box 280

    Goldfield,
      Iowa 50542  

    


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

    


    Your
      funds will be placed in Prairie Creek’s escrow account at Iowa State Bank of
      Algona. The funds will be released to Prairie Creek or returned to you in
      accordance with the escrow arrangements described in the Prospectus. Prairie
      Creek may, in its sole discretion, reject or accept any part or all of your
      subscription. If Prairie Creek rejects your subscription, your Subscription
      Agreement and investment will be promptly returned to you, plus any nominal
      interest. Prairie Creek may not consider the acceptance or rejection of your
      subscription until a future date near the end of this offering. 

    


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

    


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

    


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

    


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

     

    Prairie
      Creek Ethanol, LLC   

    415
      N.
      Locust Street, PO Box 280

    Goldfield,
      Iowa 50542 

    


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


     

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

     

    
      	
              NAME

            	 	
              POSITION

            	 	
              PHONE
                NUMBER

            
	
              Brad
                Davis

            	 	
              Senior
                Vice President of Project Development

            	 	
              (515)-293-2730

            
	
              Clay
                Hansen

            	 	
              Chairman,
                President and Director

            	 	
              (515)-368-1795

            
	
              Mervin
                Krauss

            	 	
              Vice
                Chairman, Vice President and Director 

            	 	
              (641)-512-9083

            
	
              Duane
                Madoerin

            	 	
              Vice
                President of Commodities

            	 	
              (515)-293-1434

            
	
              Mike
                Nail

            	 	
              Vice
                President of Marketing

            	 	
              (515)-293-1966

            
	
              Lynn
                Ostendorf

            	 	
              Vice
                President of Development

            	 	
              (641)-425-9500

            
	
              John
                Rohrer

            	 	
              Vice
                President of Transportation

            	 	
              (515)-293-1270

            
	
              John
                Stelzer

            	 	
              Treasurer

            	 	
              (515)-293-1710

            
	
              Mark
                Wigans 

            	 	
              Secretary
                and Director

            	 	
              (515)-368-1135

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


    
      	 	
              1.

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


            


    

    


    
      	 	
              o

            	
              Individual

            


    

    
      	 	 	 


      	 	
              
                o

              

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

            


      	 	 	 


    

    
      	 	
              
                o

              

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

            


      	 	 	 


    

    
      	 	
              
                o

              

            	
              Trust
                

            


    

    Trustee’s
      Name: _________________________________________  

    Trust
      Date: _____________________________________________  

     

    
      	
            	o	
              Other:
                Provide detailed information in the space immediately below.

              
                _________________________________________________________

                
                  _________________________________________________________

                

              

            


    

     

    
      	 	
              2.

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

            


    

    


    
      	 	
              
                o

              

            	
              Check
                box if you are a non-resident alien

            


    

    
      	 	 	 


      	 	
              
                o

              

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

            


      	 	 	 


    

    
      	 	
              
                o

              

            	
              Check
                this box if you are subject to backup
                withholding

            


    

    


    
      
        	
                Subscriber's
                  Social Security No.

              	
                _____________________________

              
	
                Joint
                  Subscriber's Social Security No.

              	
                
                  _____________________________

                

              
	
                Taxpayer
                  Identification No.

              	
                _____________________________

              


      

    

     

    
      	 	
              3.

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

            


    

    


    
      
        	
                Address:

              	
                _______________________________________________________

                
                  _______________________________________________________

                

              


      

    

     

    
      	 	
              4.

            	
              State
                of Residence.

            


    

    
      
        	
                State
                  of Principal Residence:

              	
                _____________________________

              
	
                State
                  where driver's license is issued:

              	
                _____________________________

              
	
                State
                  where resident income taxes are filed:

              	
                _____________________________

              


      

    

     

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

    
      	 	 	 
	
              a.

               

            	
              b.

               

            	
              c.

               

            


    

    


    
      	 	
              5.

            	
              Suitability
                Standards.
                You cannot invest in Prairie Creek unless you meet one of the following
                suitability tests (a or b) set forth below. Please review the suitability
                tests and check the box next to the following suitability test that
                you
                meet. For husbands and wives purchasing jointly, the tests below
                will be
                applied on a joint basis.

            


    

    


    
      	 	
              a. o

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

            


    

    


    
      	 	
              b. o 

            	
              I
                (We) have a net worth of at least $100,000, exclusive of home, furnishings
                and automobiles;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c. o

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

            


    

    


    
      	 	
              d. o

            	
              I
                (We) reside in Iowa and I (we) have a net worth of $60,000 (exclusive
                of
                home, auto and furnishings) and annual income of $60,000 or, in the
                alternative, a net worth of $150,000 (exclusive of home, auto and
                furnishings); or

            


    

    


    
      	 	
              e.
                o

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

            


    

    


    
      	 	
              6.

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

            


    

    


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

    


    
      	
              
                ______

              

            	
              
                ______

              

            	
               

            	
              a.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              b.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              c.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              d.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              e.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              f.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              g.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              h.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              i.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              j.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              k.

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

            


    

    


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

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

       

    
      	
              
                ______

              

            	
              
                ______
 

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


      	 	 	 	 	 


      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              m.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              n.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              o.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______

              

            	
              
                
                  ______

                

              

            	
               

            	
              p.

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

            


      	 	 	 	 	 


    

    
      	
              
                ______
 

            	
              
                
                  ______

                

              

            	
               

            	
              q.

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

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

      Signature
        of Subscriber/Joint Subscriber:

    

     

    
      	
              Date:
                ________________________________________

            	 	 	 
	 	 	 	 
	
              Individuals:

            	 	 	Entities:
	 	 	 	 
	 	 	 	 
	
              
Name
              of Individual Subscriber (Please Print)	 	 	
              
Name
              of Entity (Please Print)
	 	 	 	 
	 	 	 	 
	
              
Signature
              of Individual	 	 	
              
Print
              Name and Title of Officer 
	 	 	 	 
	 	 	 	 
	
              
Name
              of Joint Individual Subscriber (Please Print)	 	 	
              
 Signature
              of Officer
	 	 	 	 
	 	 	 	 
	
              
Signature
              of Joint Individual Subscriber	 	 	 


    

     

    ACCEPTANCE
      OF SUBSCRIPTION BY PRAIRIE CREEK ETHANOL, LLC:

     

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

    


    Dated
      this ______
      day
      of  _______________,
      200_.

    
      	 	 	 
	
              PRAIRIE
                CREEK ETHANOL, LLC

            	
            
	 
 	 
 	 
 
	By: 	
            	 
	
              
                

              

            	
            
	Its:	 
	
              
                
 

            	 


    

        

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    PROMISSORY
      NOTE
      AND SECURITY AGREEMENT

    


    Date
      of
      Subscription Agreement: ___________________________________, 200__.

     

    $5,000
      per Unit

     

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

    


    
      	 	 	
              Number
                of Units Subscribed

            
	 	 	
               

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

            
	
              (                                                
                )

            	 	
               

              Less
                Initial Payment (10% of Principal Amount)

            
	 	 	
               

              Principal
                Balance

            


    

    


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

     

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

     

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


     

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

     

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

    


    Dated:
      _____________,
      200__.

     

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


    

     

    
      	By:	 	 	By:
	
              
                
(Signature)

            	 	 	
              
                
(Signature)

            
	 	 	 	 
	 	 	 	 
	
              
Officer
              Title if Obligor is an Entity	 	 	 
	 

              

            	 	 	 
	
              
Address
              of Obligor	 	 	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

    


    MEMBERS
      SIGNATURE PAGE

    


    ADDENDA
      

    TO
      THE 

    SECOND
      AMENDED AND RESTATED OPERATING AGREEMENT OF 

    PRAIRIE
      CREEK ETHANOL, LLC

     

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

     

    
      	Individuals	 	 	Entities
	 	 	 	 
	 	 	 	 
	
              
Name
              of Individual Member (Please Print)	 	 	
              
Name
              of Entity (Please Print)
	 	 	 	 
	 	 	 	 
	
              
Signature
              of Individual	 	 	
              
Print
              Name and Title of Officer
	 	 	 	 
	 	 	 	 
	
              
Name
              of Joint Individual Member (Please Print)	 	 	
              
Signature
              of Officer
	 	 	 	 
	 

              
Signature
              of Joint Individual Member	 	 	 
	 	 	 	 
	 	 	 	 
	
              Agreed
                and accepted on behalf of the 

              Company
                and its Members:

              


              PRAIRIE
                CREEK ETHANOL, LLC

            	 	 	 
	
               

            	 	 	 
	 	 	 	 
	
              BY:

              
                

              

            	
            	
            	
            
	
              ITS: