Exhibit 10.41

EXECUTION COPY

ESCROW AGREEMENT

THIS ESCROW AGREEMENT ("Escrow Agreement") is entered into as of the 12th day of
March, 2010, among Rosebud Mining Company, a Pennsylvania corporation ("Buyer"), Buckeye Industrial Mining Co., an Ohio corporation (the
"Company"), Evergreen Energy Inc., a Delaware corporation ("Parent" and together with Company,
collectively, "Sellers"), and KeyBank, N.A., a national banking association (the "Escrow Agent"). Any
capitalized term used but not defined herein shall have the meaning ascribed to it in the Purchase Agreement (as defined below).

RECITALS:

1.     Pursuant
to the terms of that certain Asset Purchase Agreement, dated as of the date hereof, among Buyer and Sellers (the "Purchase
Agreement"), Buyer has agreed to deliver to the Escrow Agent on the date hereof an amount equal to Two Million Seven Hundred Eighty Five Thousand Two Hundred Dollars
($2,785,200) (together with any interest, earnings and income accrued thereon from time to time, collectively, the "Escrow Amount") pursuant to the
terms of this Agreement.

2.     The
Escrow Amount shall be disbursed in accordance with the terms of this Escrow Agreement.

NOW,
THEREFORE, in consideration of the mutual promises contained herein and in the Purchase Agreement, the Parties agree as follows:

1.Designation of the Escrow Agent.Buyer and Sellers hereby designate and appoint the Escrow Agent to serve in
accordance with the terms and conditions provided in this Escrow Agreement. The Escrow Agent hereby accepts such appointment and agrees to act as escrow agent in accordance with the terms, conditions
and instructions contained in this Escrow Agreement.

2.Creation of Escrow.Concurrently with the execution and delivery of this Escrow Agreement, Buyer shall
deliver, by wire transfer of immediately available funds, to the Escrow Agent an amount equal to Two Million Seven Hundred Eighty Five Thousand Two Hundred Dollars ($2,785,200). The Escrow Agent shall
acknowledge in writing to each of Buyer and Sellers its receipt of the Escrow Amount upon receipt. The Escrow Agent shall hold the Escrow Amount in a separate account established by the Escrow Agent
(the "Escrow Fund").

3.Investment.The Escrow Amount shall be invested at the direction of Parent in (a) obligations issued
or guaranteed as to interest and principal by the government of the United States or any agency or instrumentality thereof including the Escrow Agent's Victory Institutional Money Market Fund;
(b) certificates of deposit, demand deposits, or the deposits of banks or trust companies that are members of the Federal Deposit Insurance Corporation, including the Escrow Agent, that have
combined capital and surplus of at least $100,000,000; or (c) any repurchase agreement of a bank or trust company, including the Escrow Agent, organized under the United States or any state
thereof and fully collateralized by obligations described in (a) above. From the date hereof until otherwise directed in writing by Parent, the Escrow Agent is directed to deposit and invest
the Escrow Amount in the Escrow Agent's Victory Institutional Money Market Fund. Any interest and earnings shall be disbursed in accordance with the terms of this Escrow Agreement. The Escrow Agent
shall be entitled and is hereby directed to sell or redeem any such investments as necessary to make any payment or distribution in accordance with the terms hereof.

4.Disbursement of Escrow Amount.



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5.Termination.This Escrow Agreement, and the Escrow Amount created hereby, shall terminate upon the date upon
which the Escrow Amount (including any Disputed Amount) is fully and finally disbursed in accordance withSection 4above.

6.Fees and Expenses.In consideration for the services to be provided by Escrow Agent hereunder, all of the
annual administrative escrow fee of Escrow Agent (as described onExhibit Ahereto) and such other fees, costs, charges and expenses of Escrow
Agent, if any, including reasonable attorneys' fees, which are incurred in connection with the performance of Escrow Agent's duties and obligations hereunder shall be paid one-half by
Buyer and one-half by Sellers. Escrow Agent shall submit written information (including copies of receipts) to Buyer and Sellers detailing the nature and amount of all expenses which it
may incur prior to payment of same.

7.Conditions of the Escrow Agent's Obligations.



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8.Action by the Escrow Agent.Nothing herein contained shall be deemed to impose upon Buyer or Sellers any
obligation or liability on account of the failure of the Escrow Agent to fulfill its obligations under this Escrow Agreement, except pursuant toSection 7(c)hereof. The Escrow Agent will not be
responsible for determining or calculating amounts to be disbursed from the Escrow Amount, except for the interest and earnings payments to
be made as provided inSection 4.

9.Headings.The headings in this Escrow Agreement are intended solely for convenience of reference and shall be
given no effect in the construction or interpretation hereof.

10.Governing Law.This Escrow Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio applicable to contracts made and to be performed entirely within the State of Ohio, without regard to choice of law provisions.

11.Notices.All notices, correspondence or other documents to be delivered in connection herewith shall be
delivered as follows:





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or
to such other address as may have been designated in a prior notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if signed by the
respective person giving such notice or other communication (in the case of any corporation the signature shall be by an authorized officer thereof) (i) when delivered personally,
(ii) one (1) business day following deposit with a nationally recognized overnight delivery service, or (iii) two (2) business days after being deposited in the United
States certified mail in a sealed envelope, postage prepaid, return receipt requested.

12.Execution in Counterparts.This Agreement may be executed in multiple counterparts, each of which will be
deemed an original, and all of which together will constitute one and the same document.

13.Entire Agreement; Modification.This Escrow Agreement is the entire agreement among the Parties on the
express subject matter hereof (the escrow of the Escrow Amount). This Escrow Agreement may be modified or amended only by mutual instructions to the Escrow Agent, signed by Buyer and Sellers, and by a
subsequent writing signed by Buyer, Sellers and the Escrow Agent.

14.Binding Effect.This Escrow Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of Buyer, Sellers and the Escrow Agent, and their respective heirs, personal representatives, successors and permitted assigns. No other person shall have any right hereunder.

15.Severability.If any provision of this Escrow Agreement, or the application thereof to any person or
circumstance, should, for any reason and to any extent, be invalid or unenforceable, the remainder of this Escrow Agreement and the application of such provision to other persons or circumstances
shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

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16.No Assignments.This Escrow Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and assigns, but may not be assigned by any party without the prior written consent of the other parties hereto; provided,however, that Buyer may, without the permission or consent of the other parties,
(i) collaterally assign its rights under this Escrow Agreement to its lenders and (ii) assign its rights to any of its affiliates or any successor of the business.

17.Waivers.The failure of any Party at any time or times to require performance of any provision under this
Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any Party of any such condition or breach of any term, covenant, representation, or
warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other
condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement.

18.Attachment of Escrow Property; Compliance with Legal Orders.In the event that any Escrow Amount shall be
attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any
court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees
so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with
any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree
being subsequently reversed, modified, annulled, set aside or vacated.

[Signature
page follows]

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IN
WITNESS WHEREOF, this Escrow Agreement has been executed by Buyer, Sellers and the Escrow Agent on the date and year first written above.

BUYER:ROSEBUD MINING CO.BY

Print Name
TitlePARENT:EVERGREEN ENERGY INC.BY

Print Name
TitleCOMPANY:BUCKEYE INDUSTRIAL MINING CO.BY

Print Name
TitleESCROW AGENT:KEYBANK, N.A.BY

Print Name
Title


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EXHIBIT A

Annual administrative escrow fee payable upon execution of the Escrow Agreement and annually thereafter on the anniversary date of the account opening

$2,500.00


*Fee
is based on use of the Victory Institutional Money Market Fund with respect to investment of all Escrowed Funds. Alternative investments directed by the
parties will incur an additional annual custody fee of five (.0005) basis points on the market value of the investments held in the escrow account.


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