Specimen Warrant Certificate



 Exhibit 4.2 
 [Sample Warrant Certificate Language] 
  

					
	  
   Number W-        
  
	  	 COMMON STOCK PURCHASE WARRANT
 Expiring the earlier of                             ,
2008
	 	  
                        Warrants
  

		  	 or upon the exercise of 60,000 warrants
  
 Gold Ribbon Bio Energy Holdings Inc.
 Incorporated under the Laws of the State of Delaware
	 	
		  		 	CUSIP                     
		  	 This Warrant Certificate certifies
that
  
 is the registered holder of
	 	

 Common Stock Purchase Warrants (the “Warrants”) to purchase Common Shares, $.01 par value per share (the
“Shares”), of Gold Ribbon Bio Energy Holdings Inc., a Delaware corporation (the “Company”). Each Warrant evidenced hereby entitles the holder to purchase from the Company on or before the close of business of the Warrant Agent on
the earlier of the exercise of 60,000 Warrants or                     , 2008 (the “Expiration Date”), except as otherwise provided
in the Warrant Agreement, 200 fully paid and non-assessable share at the initial exercise price, subject to adjustment in certain events (the “Exercise Price”), of $1,000.00. The Warrants may be exercised by surrender of this Warrant
Certificate and payment of the Exercise Price at the office of the Warrant Agent in Cranford, New Jersey. Exercise of these Warrants is subject to the conditions set forth herein and in the Warrant Agreement dated
                    , 200     (the “Warrant Agreement”) between the Company and Registrar and Transfer
Company, as Warrant Agent (the “Warrant Agent”). The holder is responsible for any transfer taxes payable upon transfer or exercise. All capitalized terms used but not defined herein have the meanings set forth in the Warrant Agreement.

 Payment of the Exercise Price must be made in cash or by certified or official bank check payable to the order of the Company. 

Reference is hereby made to the further provisions of this Warrant Certificate and the Warrant Agreement including, without limitation, those set
forth on the reverse hereof, and such further provisions are incorporated herein by reference and will for all purposes have the same effect as though fully set forth herein. 
 This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. 
 WITNESS the facsimile seal of the Company and the facsimile signatures of its duly authorized officers. 
  

									
		 		 		 	[seal]
			
	Dated                     	 		 	    Gold Ribbon Bio Energy Holdings Inc.
				
	countersigned:	 		 		 	
	Registrar and Transfer Company	 		 	    By:	 	  

	        (Cranford, New Jersey)            WARRANT
AGENT	 		 		 	President
					
	By:	 	  
	 		 	    Attest:	 	
		 	                                        
            AUTHORIZED SIGNATURE	 		 	    By:	 	  

		 		 		 		 	Secretary








 The Warrants evidenced by this Certificate are part of a duly authorized issue of Warrants issued
pursuant to the Warrant Agreement which agreement is incorporated by reference, made a part hereof and hereby referred to for a description of the rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the
holders. 
 No fractional shares will be issued upon exercise of any Warrant. A Warrant does not entitle its holder to any of the rights of a
stockholder of the Company. The Company shall at all times reserve and keep available a number of its authorized but unissued Common Shares which is sufficient to permit the exercise in full of all outstanding Warrants. 
 The validity, interpretation and performance of the Warrant Agreement and the Warrants shall be governed by the laws of the State of Delaware.

 The Company and the Warrant Agent may deem and treat the registered holder(s) hereof as the absolute owner(s) of the Warrants represented
by this Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise or transfer hereof, for notice purposes and for all other purposes. 
 Warrants may be exercised to purchase Shares from the Company in accordance with the Warrant Agreement at the Exercise Price. The holder(s) of Warrants
as evidenced by this Certificate may exercise them by surrendering the Warrant Certificate with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price and any applicable
transfer taxes, at the office of the Warrant Agent in Cranford, New Jersey. In the event that, upon any exercise of Warrants evidenced hereby the number of Shares purchased will be less than the total number of Shares which may be purchased
hereunder, there will be issued to the holder, or such holder’s assignee, a new Warrant Certificate evidencing the number of Shares not purchased. 
 The Warrants evidenced hereby are transferable by the registered holder(s) in person or by duly authorized attorney(s) on the books of the Company by surrendering the Warrant Certificate with the form of assignment
set forth hereon properly completed and executed at the office of the Warrant Agent in Cranford, New Jersey. 
 ASSIGNMENT 

 

					
	FOR VALUE RECEIVED,	 	  
	 	hereby sell, assign and transfer unto

  
  
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
                                        
                                         
                                   
 PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
                                        
                                         
Warrants represented by the within Certificate, and do hereby irrevocably constitute and appoint
                                         
                                        Attorney to
transfer the said securities on the books of the within named Company with full power of substitution in the premises. 
 Dated
                             
  

					
		  	x	 	  

			
		  	x	 	  

		  		 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACT OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

 Signature(s) Guaranteed 
  

					
	 By:
	 	  
	  	
		 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.	  	

 
 ELECTION TO PURCHASE

 (To be executed upon exercise of the Warrants) 
 The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to purchase
                     Common Shares and herewith tenders in payment for such Shares cash or a certified or official bank check payable to this
order of the Company in the amount of $                     all in accordance with the terms hereof. The undersigned requests that a
certificate for such Shares be registered in the name of
                                         
            whose address is
                                         
                            and that such certificate be delivered to
                                         
                            whose address is
                                         
                           . If said number of Shares is less than all the Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate representing Warrants to purchase the remaining balance of the Shares be registered in the name of
                                         
            whose address is
                                         
                            and that such certificate be delivered to
                                         
                            whose address is
                                         
                            
 Dated:                              
  

					
		  	x	 	  

			
		  	x	 	  

		  		 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACT OF THE
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

 Signature(s) Guaranteed 
  

					
	 By:
	 	  
	  	
		 	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17 Ad-15.