March 25, 2003

Northland Securities, Inc.
45 South Seventh Street
Suite 2500
Minneapolis, MN 55402

Ladies and Gentlemen:

        Illinois River Energy, LLC, a Delaware limited liability company (the "Company") hereby confirms its agreement with you with respect to the Company's offer and sale of up to an aggregate of 45,000,000 of the Company's Class A units and Class B units (collectively, the "Units"). The Company desires to increase the capital of the Company in the minimum amount of $25,000,000 and a maximum amount of $45,000,000 by the sale of the Units (the "Offering"). The subscribers therefor, each of whom will be named in a subscription agreement substantially similar to the form of subscription agreement attached as an exhibit to the Prospectus hereinafter referred to (the "Subscription Agreement"), and by which all such subscribers will be bound, will, at the election of and sole discretion of the Company, become unitholders ("Unitholders") of the Company. Pursuant to the terms and conditions hereof, the Company desires to appoint you as the exclusive third-party selling agent (the "Agent") of the Offering. Agent understands and agrees that certain of the officers and directors of the Company will also offer and sell the Units in accordance with the terms and conditions hereof.

SECTION 1.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

        (a)  The Company represents and warrants to, and agrees with, you as of the date hereof as follows:

        (i)    A registration statement on Form SB-2 (File No. 333-96977) and a related preliminary prospectus with respect to the Units have been prepared and filed with the Securities and Exchange Commission ("Commission") by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission thereunder (the "Regulations"), and the Company has so prepared and has filed such amendments thereto, if any, and such amended preliminary prospectuses as may have been required to the date hereof and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. There have been or will promptly be delivered to you a conformed copy of such registration statement and amendments and a copy of each exhibit filed therewith.

        Such registration statement (as amended, if applicable) at the time it becomes effective and the prospectus constituting a part thereof (including the information, if any, deemed to be part thereof pursuant to Rule 430A(b)), as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that any revised prospectus provided to the Agent by the Company for use in connection with the offering of the Units which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such registration statement shall be deemed to be part of the "Prospectus," as defined herein, as appropriate. The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder are hereinafter collectively referred to as the "Exchange Act."

        (ii)  The Commission has not issued any order preventing or suspending the use of any preliminary prospectus, and each preliminary prospectus has conformed in all material respects with the requirements of the Act and, as of its date, has not included any untrue statement of a


 

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