SECOND
      AMENDED
      AND RESTATED ESCROW
      AGREEMENT

    


    This
      Second Amended and Restated Escrow Agreement (the "Agreement") dated as of
      November 20,
      2007 is
      by and between, Southern Iowa BioEnergy LLC, an Iowa limited liability company
      (the “Company”) and Great Western Bank of Omaha, Nebraska (the “Escrow Agent”),
      (the “Escrow Agent” and the “Company” may also be hereinafter referred to as the
“Parties”).

    


    RECITALS

    


    WHEREAS,
      the Parties entered into an Amended and Restated Escrow Agreement on June 6,
      2007; and

    


    WHEREAS,
      Section 10(d) of the Amended and Restated Escrow Agreement allows modification
      of the Amended and Restated Escrow Agreement through an amendment; and


    


    WHEREAS,
      the Parties desire to amend and restate the Amended and Restated Escrow
      Agreement to revise and to set forth their respective rights, duties, and
      responsibilities with respect to the Amended and Restated Escrow Agreement;
      and

    


    WHEREAS,
      the Company proposes to offer a minimum of 20,000 and a maximum of 25,500 of
      its
      Membership Units (the "Units") at a price of $1,000 per Unit, with a required
      minimum investment of 20 Units and in additional increments of 1 Unit, in an
      offering in the states of Alaska, Illinois, Iowa Kansas, Missouri and Wisconsin,
      and possibly other states, made pursuant to a federal registration under the
      provisions of the Securities Act of 1933, as amended (the "Offering") or an
      available exemption from registration;

    


    WHEREAS,
      the Company has filed a registration statement (as may be amended), (the
      "Registration Statement") registering the Units with the Securities and Exchange
      Commission (the “Commission”) and the states of Alaska, Illinois, Iowa Kansas,
      Missouri and Colorado; 

    


    WHEREAS,
      the Company will allow investors in the Offering to deliver the purchase price
      of the subscribed Units in installments;

    


    WHEREAS,
      the Company desires to comply with the requirements of the Securities Act of
      1933 and of the various state regulatory statutes and regulations, and desires
      to protect the investors in the Offering by providing, under the terms and
      conditions herein set forth, for the return to subscribers (collectively
      referred to herein as the “Subscribers” or individually referred to herein as a
“Subscriber”) of the money which they may pay on account of purchases of Units
      in the Offering if the Minimum Escrow Deposit (hereinafter defined) is not
      deposited with the Escrow Agent; and

    


    NOW,
      THEREFORE, in consideration of the premises the Parties agree as
      follows:

    


    
      
        
        

      

      
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    1.    ACCEPTANCE
      OF APPOINTMENT:
      Escrow
      Agent hereby agrees to act as escrow agent under this Agreement. The Escrow
      Agent shall have no duty to enforce any provision hereof requiring performance
      by any other party hereunder.

    


    2.    ESTABLISHMENT
      OF ESCROW ACCOUNT:
      An
      escrow account (the "Escrow Account") is hereby established with the Escrow
      Agent for the benefit of the investors in the Offering. Except as specifically
      provided in this Agreement, the Escrow Account shall be created and maintained
      subject to the customary rules and regulations of the Escrow Agent pertaining
      to
      such accounts.

    


    3.    OWNERSHIP
      OF ESCROW ACCOUNT:
      Until
      such time as the funds deposited in the Escrow Account (the "Deposited Funds")
      shall equal the Minimum Escrow Deposit (as hereinafter defined), all funds
      deposited in the Escrow Account by the Company shall not become the property
      of
      the Company or be subject to the debts of the Company or any other person but
      shall be held by the Escrow Agent solely for the benefit of the
      Subscribers.

    


    4.    ESCROW
      FEES:
      The
      Company hereby agrees to pay the Escrow Agent an advance payment for ordinary
      services rendered hereunder in the amount of $1,000.00 (the "Escrow Fee").
      Notwithstanding the foregoing, no fee paid under this Agreement shall exceed
      the
      amount of interest on the Escrow Account and shall be paid from interest only
      and not from principal. 

    


    5.    DEPOSIT
      OF PROCEEDS:
      All
      proceeds from subscriptions for Units in the Offering shall be delivered by
      the
      Company to the Escrow Agent, within forty-eight hours of the receipt thereof
      from Subscribers, endorsed (if appropriate) to the order of the Escrow Agent,
      together with an appropriate written statement setting forth the name, address
      and social security number/taxpayer identification number of each person or
      entity subscribing for Units, the number of Units subscribed for, and the amount
      paid by each such Subscriber. Any such proceeds deposited with the Escrow Agent
      in the form of uncollected checks shall be promptly presented by the Escrow
      Agent for collection through customary banking and clearing house facilities.
      As
      the proceeds of each sale are deposited with the Escrow Agent, the Company
      shall
      reserve the number of Units confirmed to the Subscriber thereof in connection
      with such subscription. All such deposited proceeds are referred to herein
      as
      the "Escrow Funds."

    


    6.    INVESTMENT
      OF ESCROW FUNDS:
      The
      Escrow Funds shall be credited by Escrow Agent and recorded in the Escrow
      Account. In accordance with Rule 15c2-4 of the Securities Regulations, the
      Escrow Agent shall be permitted, and is hereby authorized to deposit transfer,
      hold and invest all funds received under this Agreement, including principal
      and
      interest, in savings accounts, bank money market accounts, short term
      certificates of deposit or short term securities issued or guaranteed by the
      U.S. Government. Any
      interest received by Escrow Agent with respect to the Escrow Funds shall be
      paid
      pursuant to the terms of this Agreement.

    


    7.    TERMINATION
      OF ESCROW: This
      Agreement and the Escrow created hereunder shall be terminated as provided
      in
      paragraph 8 hereof or as of the date one year and one day following the date
      upon which the Commission authorizes the Offering (the "Offering's Effective
      Date") or longer if the Commission, upon the request of the Company, extends
      the
      effectiveness of the Offering beyond the initial one year and one day period
      of
      effectiveness (the “Termination Date”), provided; however, if the Company has
      filed for an extension of the offering with the Commission prior to the
      termination date and the application has not been rejected, this Agreement
      shall
      not terminate until such time as the Commission rejects the application for
      extension or for 180 days after the Commission grants such application. Prior
      to
      the Termination Date, the Company has received subscription agreements for
      membership units equal to the minimum offering amount and the Company has
      advised the Subscribers of those membership units to remit to the Escrow Agent
      the balance of the purchase price, then the Escrow may continue beyond the
      Termination Date until all Funds have been paid and the conditions for releasing
      the Funds have been satisfied. In no event shall this date be later than three
      (3) months following the Termination Date. The Company shall notify Escrow
      Agent
      of the Offering's Effective Date or extension thereof, within thirty (30) days
      of the receipt of notice of the Offering's Effective Date or extension from
      the
      Securities and Exchange Commission. 

    


    
      
        
        

      

      
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    8.    DISPOSITION
      OF ESCROW FUNDS:
      The
      Escrow Agent shall have the following duties and obligations under this
      Agreement:

    


    A.    The
      Escrow Agent shall send a written notice acknowledging the receipt of the
      Deposited Funds every seven days to the Company. 

    


    B.    The
      Escrow Agent shall give the Company prompt written notice when the Deposited
      Funds equal $900,000 (exclusive of interest), provided that the Company has
      subscriptions for not less than $20,000,000 and has provided Escrow Agent
      written confirmation of said subscriptions. Following receipt of such notice,
      the Company will advise the Subscribers to remit to the Escrow Agent the balance
      of the purchase price within thirty (30) days. Thereafter, Escrow Agent shall
      give the Company written notice acknowledging the receipt of the Deposited
      Funds
      every seven days. The Escrow Agent shall give the Company prompt written notice
      when the Deposited Funds total $9,000,000 (exclusive of interest). 

    


    C.    At
      the
      time (and in the event) that: (a) the Deposited Funds shall, during the term
      of
      this Agreement, equal $9,000,000 in subscription proceeds (exclusive of
      interest) (the "Minimum Escrow Deposit"); (b) the Company has given written
      notice to Escrow Agent that it has
      entered
      into a definitive agreement with SAFER Energy, LLC (“Safer”) to perform design,
      engineering and construction services for certain parts of the proposed
      biodiesel plant as described in the Safer term sheet; (c)
      the
      Escrow Agent
      shall
      have received written confirmation from the Company that the Company has
      obtained a written debt financing commitment for debt financing of at least
      $25,850,335; (d) the Company has affirmatively elected in writing to terminate
      this Agreement; and (e) the
      Escrow
      Agent shall have provided the Company an affidavit that the Company may file
      in
      the states in which the Units have been registered stating that the foregoing
      requirements (a), (b), (c) and (d) of this subsection 8C have been satisfied,
      then this Agreement shall terminate, and the Escrow Agent shall promptly
      disburse the funds on deposit, including interest, to the Company to be used
      in
      accordance with the provisions set out in the Registration Statement. The
      Company will deliver a copy of the Registration Statement to the Escrow Agent
      upon execution of this Agreement. The Escrow Agent will have no responsibility
      to examine the Registration Statement with regard to the Escrow Account or
      otherwise, nor shall Escrow Agent have any duty to ensure that Company complies
      with the Registration Statement. Upon the making of such disbursement, the
      Escrow Agent shall be completely discharged and released of any and all further
      responsibilities hereunder.

    


    
      
        
        

      

      
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    D.    In
      the
      event the Deposited Funds do not equal or exceed the Minimum Escrow Deposit
      on
      or before the Termination Date or if the Company has not received a written
      debt
      financing commitment or a definitive agreement with Safer as described herein
      on
      or before the Termination Date, the Escrow Agent shall return to each of the
      Subscribers, as promptly as possible after such Termination Date and on the
      basis of its records pertaining to the Escrow Account: (a) the sum which each
      Subscriber initially paid in on account of subscriptions for the Units in the
      Offering and (b) each Subscriber’s portion of the total interest earned on the
      Escrow Account as of the Termination Date, (c) reduced by the transaction fees
      provided in paragraph 10 hereof. Computation of any Subscriber’s share of the
      net interest earned will be a weighted average based on the proportion of such
      Subscriber’s deposit in the Escrow Account from the Offering to all such
      Subscribers’ deposits held by the Escrow Agent and upon the length of time in
      days such deposit was held in the Escrow Account as compared to all such
      deposits. All computations with respect to each Subscriber’s allocable share of
      net interest shall be made by the Escrow Agent, which determinations shall
      be
      final and conclusive. Any amount paid or payable to a Subscriber pursuant to
      this paragraph shall be deemed to be the property of such Subscriber, free
      and
      clear of any and all claims of the Company or its agents or creditors; and
      the
      respective subscriptions for the Units made and entered into in the Offering
      shall thereupon be deemed, ipso facto, to be cancelled without any further
      liability of the Subscribers or any of them to pay for the Units. At such time
      as the Escrow Agent shall have made all the payments called for in this
      paragraph, the Escrow Agent shall be completely discharged and released of
      any
      and all further responsibilities hereunder, and the Units reserved (as provided
      in paragraph 5) shall be released from such reservation, except that Escrow
      Agent shall be required to prepare and issue a single IRS Form 1099 to each
      Subscriber in the event that funds are returned to Subscribers.

    


    E.    In
      the
      event the Company offers its Subscribers the right to withdraw and terminate
      their subscription agreements pursuant to a rescission offer (“Rescission
      Offer”), upon
      written notice from the Company identifying the Subscribers who have accepted
      the Rescission Offer, the
      Escrow
      Agent shall return to each rescinding Subscriber, as promptly as
      possible on
      the
      basis of its records pertaining to the Escrow Account: (a) the sum which each
      rescinding Subscriber initially paid in on account of subscriptions for the
      Units in the Offering and (b) each rescinding Subscriber's portion of the total
      interest earned on the Escrow Account as of the Rescission Offer termination
      date, (c) reduced by the transaction fees provided in paragraph 10 hereof.
      Computation of any rescinding Subscriber’s share of the net interest earned will
      be a weighted average based on the proportion of such rescinding Subscriber’s
      deposit in the Escrow Account from the Offering to all such rescinding
      Subscribers' deposits held by the Escrow Agent and upon the length of time
      in
      days such deposit was held in the Escrow Account as compared to all such
      deposits. All computations with respect to each rescinding Subscriber’s
      allocable share of net interest shall be made by the Escrow Agent, which
      determinations shall be final and conclusive. Any amount paid or payable to
      a
      rescinding Subscriber pursuant to this paragraph shall be deemed to be the
      property of such rescinding Subscriber, free and clear of any and all claims
      of
      the Company or its agents or creditors; and the respective purchases of the
      Units made and entered into in the Offering shall thereupon be deemed, ipso
      facto, to be cancelled without any further liability of the rescinding
      Subscribers or any of them to pay for the Units. At such time as the Escrow
      Agent shall have made all the payments called for in this paragraph, the Escrow
      Agent shall continue to be bound by the other provisions of this Agreement,
      and
      the Units reserved for each rescinding Subscriber (as provided in paragraph
      5)
      shall be released from such reservation, except that the Escrow Agent shall
      be
      required to prepare and issue a single IRS Form 1099 to each rescinding
      Subscriber. 

    


    
      
        
        

      

      
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    9.    LIABILITY
      OF ESCROW AGENT:
      In
      performing any duties under the Escrow Agreement, the Escrow Agent shall not
      be
      liable to the Company, any Subscriber
      or any
      Party for damages, losses, or expenses, except for gross negligence or willful
      misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur
      any
      such liability for (a) any act or failure to act made or omitted in good faith,
      or (b) any action taken or omitted in reliance upon any instrument, including
      any written statement or affidavit provided for in this Agreement that the
      Escrow Agent shall in good faith believe to be genuine, nor will the Escrow
      Agent be liable or responsible for forgeries, fraud, impersonations, or
      determining the scope of any representative’s authority. In addition, the Escrow
      Agent may consult with legal counsel in connection with the Escrow Agent's
      duties under this Agreement and shall be fully protected in any action taken,
      suffered, or permitted by it in good faith in accordance with the advice of
      counsel. The Escrow Agent is not responsible for determining and verifying
      the
      authority of any person acting or purporting to act on behalf of any party
      to
      this Agreement.

    


    10.    FEES
      AND EXPENSES:
      In the
      event the Deposited Funds do not equal or exceed the Minimum Escrow Deposit
      before the Termination Date or the Company does not receive a written debt
      financing commitment as described herein before the Termination Date, or the
      Company offers its Subscribers the right to withdraw and terminate their
      subscription agreements pursuant to a Rescission Offer, the Escrow Agent shall
      be entitled to a fee of $10.00 per Subscriber
      receiving an IRS Form 1099,
      which
      fees shall be paid from the interest on the Escrow Account only and not from
      principal. In the event the Escrow Agent renders any service not provided for
      in
      this Agreement, or if the Company requests a substantial modification of its
      terms, or if any controversy arises, or if the Escrow Agent is made a party
      to,
      or intervenes in, any litigation pertaining to this escrow or its subject
      matter, the Escrow Agent shall be reasonably compensated for such extraordinary
      services and reimbursed for all costs, attorney's fees, including allocated
      costs of in-house counsel, and expenses occasioned by such default, delay,
      controversy or litigation and the Escrow Agent shall have the right to retain
      all documents and/or other things of value at any time held by the Escrow Agent
      in this escrow until such compensation, fees, costs and expenses are paid.
      The
      Company promises to pay these sums upon demand. Unless otherwise provided,
      the
      Company will pay all of the Escrow Agent's usual charges and the Escrow Agent
      may deduct such sums from the interest on the Escrow Account only and not from
      principal deposited to the Escrow Account.

    


    
      
        
        

      

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

    


    12.    INDEMNIFICATION
      OF ESCROW AGENT:
      The
      Company and its successors and assigns agree jointly and severally to indemnify
      and hold the Escrow Agent harmless against any and all losses, claims, damages,
      liabilities, and expenses, including reasonable costs of investigation, counsel
      fees, including allocated costs of in-house counsel and disbursements that
      may
      be imposed on the Escrow Agent or incurred by the Escrow Agent in connection
      with the performance of its duties under this Agreement, including but not
      limited to any litigation arising from this Agreement or involving its subject
      matter. The Escrow Agent shall have a first lien on the property and papers
      held
      under this Agreement for such compensation and expenses.

    


    13.    RESIGNATION
      OF ESCROW AGENT:
      The
      Escrow Agent may resign at any time upon giving at least (30) days written
      notice to the Company provided, however, that no such resignation shall become
      effective until the appointment of a successor escrow agent which shall be
      accomplished as follows: The Company shall use its best efforts to obtain a
      successor escrow agent within thirty (30) days after receiving such notice.
      If
      the Company fails to agree upon a successor escrow agent within such time,
      the
      Escrow Agent shall have the right to appoint a successor escrow agent authorized
      to do business in the state of Iowa. The successor escrow agent shall execute
      and deliver an instrument accepting such appointment and it shall without
      further acts, be vested with all the estates, properties, rights, powers, and
      duties of the predecessor escrow agent as if originally named as escrow agent.
      The Escrow Agent shall thereupon be discharged from any further duties and
      liability under this Agreement.

    


    14.    AUTOMATIC
      SUCCESSION:
      Any
      company into which the Escrow Agent may be merged or with which it may be
      consolidated, or any company to whom the Escrow Agent may transfer a substantial
      amount of its global escrow business, shall be the Successor to the Agent
      without the execution or filing of any paper or any further act on the part
      of
      any of the Parties, anything herein to the contrary
      notwithstanding.

    


    
      
        
        

      

      
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    15.    MISCELLANEOUS: 

    


    (a)
      GOVERNING
      LAWS:
      This
      Agreement is to be construed and interpreted according to Iowa law.

    


    (b)
      COUNTERPART:
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. The exchange of copies of this Agreement and of signature pages
      by
      facsimile transmission shall constitute effective execution and delivery of
      this
      Agreement as to the parties and may be used in lieu of the original Agreement
      for all purposes. Signatures of the parties transmitted by facsimile shall
      be
      deemed to be their original signatures for all purposes.

    


    (c)
      NOTICES:
      All
      instructions, notices and demands herein provided for shall be in writing and
      shall be deemed to have been duly given (a) on the date of service if served
      personally on the party to whom notice is to be given; (b) on the day of
      transmission if sent by facsimile transmission to the facsimile number given
      below and telephonic confirmation of receipt is promptly obtained after
      completion of transmission; (c) on the next day on which such deliveries are
      made to the respective party, when delivery is to Federal Express or similar
      overnight courier or the Express Mail service maintained by the United States
      Postal Service; or (d) on the fifth day after mailing if mailed to the party
      to
      whom notice is to be given, by first class mail, registered or certified,
      postage prepaid and properly addressed, return receipt requested, to the party
      as follows: 

     

     

    

      
        	
                If
                  to the Company:

              	
                If
                  to the Escrow Agent:

              
	 	 
	
                Southern
                  Iowa BioEnergy

              	
                Great
                  Western Bank

              
	
                Attention:
                  President

              	
                ATTN:
                  Trust Department

              
	
                115
                  South Linden Street

              	
                P.O.
                  Box 4070

              
	
                Lamoni,
                  Iowa 50140

              	
                Omaha,
                  NE 68107

              
	 	
                Fax:
                  (402) 554-7346

              


      



    With
      a
      required copy to:

    


    Christopher
      R. Sackett

    Brown,
      Winick, Graves, Gross, Baskerville   

    and
      Schoenebaum, P.L.C.    

    666
      Grand
      Avenue, Suite 2000   

    Des
      Moines, IA 50309    

    Fax:
      (515) 283-0231     

    Telephone:
      (515) 242-2400    

     

    (d) AMENDMENTS:
      This
      Agreement may be amended or modified and any of the terms, covenants,
      representations, warranties or conditions hereof may be waived, only by a
      written instrument executed by the parties hereto, or in the case of a waiver,
      by the party waiving compliance. Any waiver by any party of any condition or
      of
      the breach of any provision, term, covenant, representation or warranty
      contained in the Agreement, in any one or more instances, shall not be deemed
      to
      be nor construed as further or continuing waiver of any such conditions or
      of
      the breach of any other provision, term, covenant, representation or warranty
      of
      this Agreement. 

    


    
      
        
        

      

      
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    (e) ENTIRE
      AGREEMENT:
      This
      Agreement contains the entire understanding among the parties hereto with
      respect to the escrow contemplated hereby and supersedes and replaces all prior
      and contemporaneous agreements and understandings, oral or written, with regard
      to such escrow.

    


    (f) NON-ENDORSEMENT: The
      Company represents and agrees that it has not made nor will it in the future
      make any representation that states or implies that the Escrow Agent has
      endorsed, recommended or guaranteed the purchase, value, or repayment of the
      Securities offered for sale by the Company. 

     

    The
      undersigned acknowledges that Great Western Bank is acting only as an escrow
      agent in connection with the offering of the Securities described herein, and
      has not endorsed, recommended or guaranteed the purchase, value or repayment
      of
      such Securities.

     

     

    IN
      WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures
      as of
      the day and year first above written.

    


     

    
      	The
              Company      	 	 	Escrow
              Agent
	 	 	 	 
	 	 	 	 
	/s/ William
              T. Higdon	 	 	/s/ Thomas
              Van Robays
	
            	 	 	
            
	Its: President	 	 	Its:
VP
              & Trust Officer




     

     

     

     

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