**EXHIBIT 10.21**

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**THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISEOF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATIONIN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS OR (2) AN OPINION OFCOUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCHREGISTRATION IS NOT REQUIRED.**

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**WARRANT**

 

To Purchase Class A Units

 

**BLACKHAWK BIOFUELS, LLC**

 

May 2, 2008

 

**THIS CERTIFIES THAT**, for good and valuable consideration, the receipt ofwhich is hereby acknowledged, Ebenezer Mgmt, LLC or its lawful assignee (the “Holder”)is entitled to subscribe for and purchase from Blackhawk Biofuels, LLC, anIllinois limited liability company (the “Company”), 100,000 of the Class AUnits of the Company pursuant to the terms and subject to the conditionshereof.  The Class A Units that maybe acquired upon exercise of this Warrant are referred to herein as the “WarrantUnits.”  As used herein, the term “Holder”means the Holder, any party who acquires all or part of this Warrant as aregistered transferee of the Holder, or any record holder or holders of theWarrant Units issued upon exercise, whether in whole or in part, of theWarrant.

 

This Warrant issubject to the following provisions, terms and conditions:

 

1.                                       Exercise and Term.

 

(a)                                  The right to purchase the Warrant Unitsat the Warrant Exercise Price shall be exercisable at any time from and afterthe date on which the 45 million gallon per year biodiesel production plantthat the Company proposes to construct (the “Plant”) commences operations atits nameplate capacity, as certified by the design-build firm that the Company engages to construct the Plant,and continue for a period of seven (7) years following such date (the “ExercisePeriod”), after which date all such rights shall terminate.

 

(b)                                 The rights represented by this Warrantmay be exercised by the Holder hereof, in whole or in part (but not as to afractional units), by written notice of the Holder’s irrevocable election toexercise the purchase right represented by such Warrant (in the form attachedhereto) delivered to the Company ten (10) days prior to the intended date ofexercise at its principal offices prior to the expiration of this Warrant alongwith or preceded by (i) a certified or bank cashier’s check in payment ofthe Warrant Exercise Price for such Units, and (ii) the surrender of thisWarrant.

 

2.                                       Warrant Exercise Price. The Warrant Units shall be exercisable at a price of Two Dollars and nocents ($2.00) per unit (the “Warrant Exercise Price”).

 

3.                                       Issuance of Securities. The Company agrees that the Warrant Units purchased hereby shall be andare deemed to be issued to the record holder hereof as of the close of businesson the date on 

 

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which this Warrantshall have been surrendered and the payment made for such Warrant Units asaforesaid.  Within a reasonable time, notexceeding ten (10) days after the rights represented by this Warrant shallhave been so exercised, and, unless this Warrant has expired, a new Warrantrepresenting the number of Warrant Units, if any, with respect to which thisWarrant shall not then have been exercised shall also be delivered to theholder hereof.

 

4.                                       Status as Accredited Investor. The Holder represents and warrants to the Company that as of the date ofthis Warrant, Holder is an “accredited investor” as that term is defined under Rule 501of Regulation D of the Securities Act of 1933, as amended, and Holderunderstands that the Company is relying upon this representation in connectionwith the issuance of this Warrant to Holder.

 

5.                                       Covenants of Company. The Company agrees that all Warrant Units which may be issued upon theexercise of the rights represented by this Warrant will, upon issuance, be dulyauthorized and issued, fully paid and non-assessable.  The Company further agrees that during theperiod within which the rights represented by this Warrant may be exercised, inthe event this Warrant is exercised, the Company will have authorized, andreserved for the purpose of issue or transfer upon exercise of the subscriptionrights evidenced by this Warrant, a sufficient number of such Warrant Units, toprovide for the exercise of the rights represented by this Warrant.

 

6.                                       Anti-dilution Adjustments. The above provisions are, however, subject to the following:

 

(a)                                  In case the Company shall at any timehereafter subdivide or combine its outstanding Class A Units, the WarrantExercise Price, in effect immediately prior to the subdivision or combinationshall forthwith be proportionately increased, in the case of combination, ordecreased, in the case of subdivision, and each Warrant Unit purchasable uponexercise of the Warrant shall be changed to the number determined by dividingthe then current Warrant Exercise Price by the exercise price as adjusted afterthe subdivision or combination.

 

(b)                                 If any merger, capital reorganization orreclassification of the outstanding capital stock of the Company, orconsolidation or merger of the Company with another entity, or the sale of allor substantially all of its assets to another entity shall be effected in sucha way that holders of the Company’s Class A Units shall be entitled toreceive securities or assets with respect to or in exchange for their Class AUnits (an “Exchange Event”), then, from and after such Exchange Event, theWarrant will be exercisable, upon the terms and conditions specified in thisWarrant, for an amount of such securities or assets to which a holder of thenumber of Class A Units purchasable upon exercise of the Warrant at thetime of such Exchange Event would have been entitled to receive upon suchExchange Event.  Appropriate provisionswill be made with respect to the rights and interests of the Holder to ensurethat the provisions of this Warrant (including without limitation theprovisions to adjust the Warrant Exercise Price and the number of Class AUnits purchasable upon the exercise of this Warrant) will be applicable, asnearly as may be, in relation to any such securities or assets deliverable uponthe exercise of this Warrant after an Exchange Event.  The Company will not effect any ExchangeEvent unless, prior to the consummation thereof, the successor or purchasingcorporation (if other than the Company) with respect to such Exchange Event,assumes by written instrument executed and delivered to the Holder at theaddress of such Holder as shown on the books of the Company, the obligation todeliver to such Holder such securities or assets as, in accordance with theforegoing provisions, such Holder may be entitled to purchase.

 

(c)                                  Upon any adjustment of the WarrantExercise Price in accordance with this Section 6, then and in each suchcase, the Company shall give written notice thereof, by first class mail,postage prepaid, addressed to the registered Holder of this Warrant at theaddress of such 

 

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Holder as shown onthe books of the Company, which notice shall state the Warrant Exercise Priceresulting from such adjustment and the increase or decrease, if any, in thenumber of Class A Units purchasable at such price upon the exercise ofthis Warrant, setting forth in reasonable detail the method of calculation andthe facts upon which such calculation is based.

 

7.                                       No Voting Rights. This Warrant shall not entitle the holder hereof to any voting rights orother rights as a unitholder of the Company.

 

8.                                       Transfer of Warrant or Resale. The holder acknowledges that it has obtained this Warrant for investmentand not with the intention of making any resale or distribution.  The holder further acknowledges (a) thatneither this Warrant nor any of the securities obtainable under it have beenregistered under the Securities Act of 1933, as amended, or any statesecurities statutes, (b) that neither this Warrant nor any securitiesobtained under it may be transferred without such registration or an opinion oflegal counsel acceptable to the Company that such transfer may be made withoutregistration and (c) the Warrant Units will be issued subject to the termsof and restrictions on transfer contained in the Company’s Limited LiabilityCompany Agreement as it may be amended from time to time.

 

9.                                       Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon thesuccessors and permitted assigns of the parties hereto.  The Holder of this Warrant may assign any ofits rights under this Warrant to his or her heirs to the extent permitted bythis Warrant and applicable law (including, without limitation, federal andstate securities laws and regulations) and subject to restrictions administeredby the Company substantially similar to those applicable to Units under theCompany’s Limited Liability Company Agreement.

 

10.                                 Governing Law. This Warrant shall be governed by and construed in accordance with thelaws of the State of Illinois, without regard to the principles of conflicts oflaw thereof.

 

**INWITNESS WHEREOF**,Blackhawk Biofuels, LLC has caused this Warrant to be signed by its dulyauthorized officer.

 
|   | BLACKHAWK  BIOFUELS, LLC |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      | /S/ Ronald L.  Mapes |
|   |                     | Its: | Chair |

 

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WARRANT EXERCISE

 

*(To be signed only upon exercise ofWarrant)*

 

The undersigned,the Holder of a Warrant to purchase Class A Units of Blackhawk Biofuels,LLC, hereby irrevocably elects to exercise the purchase right represented bysuch Warrant for, and to purchase thereunder,                             of the Class A Units to which such Warrant relates and herewith makespayment of $                            therefor in cash or by check and requests that the certificates for such Class AUnits be issued in the name of, and be delivered to                                                             ,whose address is set forth below the signature of the undersigned.  This Warrant Exercise form is accompanied bythe original Warrant, which is hereby surrendered to the extent necessary toeffect the exercise.

 

 
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