Exhibit 10.15


LOAN
AGREEMENT




THIS AGREEMENT
dated as of November 2, 2006 between Illini
Bio-Energy, LLC, an Illinois limited liability company with its principal place
of business at 3600 Wabash Avenue, Suite C, Springfield, Illinois  62711 (“Company”), and Ernest D. Moody, David
W. Ramsey, Gary M. Skaggs, James H. Todd, Donald E. Alvies, J. Roger Cooper,
Dale A. Eggimann, Phillip H. Frank II, Curt M. Kruse, Donald R. Ludwig, Richard
L. Showalter, and Brian L. Wrage (referred to hereafter individually as “Director”
and collectively as “Directors”).




For and in consideration of the mutual covenants and premises herein
contained, the Company and each of the Directors agree as follows:


Article
I


Line of Credit


1.             Each
Director hereby establishes a Line of Credit in favor of Company on the terms
hereof in an aggregate principal amount not exceeding such Director’s share of
$1,000,000.00, as set forth on Exhibit A
attached hereto (“Director’s Commitment”).


2.             Subject
to the provisions of this Agreement and if Company is not in default hereunder
and if no condition exists which, but for the giving of notice or the lapse of
time or both, would constitute an event of default hereunder, such Lines of
Credit may be availed of by Company, in whole or in part, from time to time
until July 1, 2007.


3.             At
the time of each borrowing under the Line of Credit, Company shall execute and
deliver to each Director a note (“Line of Credit Note”) payable to the order of
each Director for the amount of its loan to Company. Each such Line of Credit
Note shall be in the form of Exhibit B
attached hereto, with blanks suitably filled, shall be dated the date of the
borrowing, and shall mature on or before December 31, 2007. Company and
Directors agree that, notwithstanding the maturity date of the Line of Credit
Notes, the desire of the parties hereto is to repay in full said Line of Credit
Notes as soon as possible after receipt of sufficient funds from any bridge
financing provided by lenders other than Directors or from any major equity or
debt financing by the Company. The rate of interest before maturity shall be at
a rate equivalent to the national average prime rate announced in the financial
section of the Wall Street Journal (“Prime Rate”)
on the date of the borrowing and adjusted on the first day of each month
thereafter while the Line of Credit Notes remain outstanding to said Prime Rate
on the first day of each month (“Prime Rate”).


4.             At
the time of each borrowing under the Line of Credit, Company shall also issue
to each Director a Warrant in the form of Exhibit C attached
hereto with blanks suitably filled and dated the date of the borrowing,
granting each Director the right to subscribe for and purchase from the Company
such number of Class A Units equal to the dollar amount of such borrowing
reflected on the Line of Credit Note.



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Article
II


Right to Terminate Line of Credit and to Prepay Line of Credit Notes


1.             Company
may at any time terminate or reduce the Line of Credits hereby created by
giving written notice to each of the Directors and by payment of all Line of
Credit Notes outstanding hereunder in case of termination or the parts thereof
exceeding the credits as so reduced, in either case with interest on Line of
Credit Notes so paid.


2.             Company
may, at any time and from time to time, prepay all or any part of the Line of
Credit Notes. Any such prepayment shall be applied as described in Article III
hereof.


3.             Any
reduction of the Line of Credits shall be made pro rata in accordance with the
percentages set forth opposite each Director’s name on said Exhibit A.  The Company may not terminate the commitment
of one Director without terminating the commitments of each Director.


Article
III


Provisions Relative to Borrowing and Payments


1.             Company
shall give the Directors at least five full business days notice of each
proposed borrowing hereunder. Each request for borrowing by the Company under
the Line of Credits shall be at least in the aggregate amount of
$100,000.00.  Not later than 2:00 p.m.
CST on the day of a proposed borrowing, each Director shall provide the Company
with readily available funds covering such Director’s proportion of the
borrowing.


2.             Any
borrowing by the Company against such Lines of Credit shall be charged and
allocated to each Director in accordance with the percentage set forth opposite
each Director’s name on said Exhibit A. 
Each payment and prepayment of the Line of Credit Notes shall be made
pro rata in accordance with said percentages and applied in chronological order
with the earliest dated Line of Credit Notes being paid first, and may not be
allocated in a different manner without the consent of all Directors.


Article
IV


Representations and Warranties


1.             Company
represents and warrants that (i) it has full power and authority to execute and
perform the terms and provisions of this Agreement and to borrow hereunder;
(ii) the making of this Agreement by Company is not in violation of the Company’s
operating agreement or other regulation of the Company, or any contractual
obligation binding upon Company, and (iii) this Agreement so executed and the
Company’s notes given pursuant hereto shall constitute Company’s valid and
binding obligations.


2.             Each
Director represents and warrants that they have and shall maintain during the
term of this Agreement sufficient funds, or sufficient personal lines of credit
with other third party lenders, to fund their respective commitments hereunder.



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3.             Each
Director acknowledges that Company’s obligations to repay said Line of Credit
Notes are unsecured and that each Director is fully informed as to the
financial condition of the Company and the significant risk of non-payment of
such Line of Credit Notes in the event that Company is unable to raise the
necessary minimum capital funding requirements through Company’s anticipated
public offering of its securities or other alternative funding.  Each Director further acknowledges that they
have been advised to seek independent legal counsel with respect to this
Agreement and agree that R. Lee Allen of Sorling, Northrup, Hanna, Cullen &
Cochran, Ltd. represents only the Company and does not represent the Directors
in connection with this Agreement.


Article
V


Conditions of Borrowing


The obligation of the Directors to lend hereunder is subject to the
satisfaction, in the opinion of the Agent, of the following conditions:


1.             Company
shall avail itself of the Line of Credit for the purpose of meeting expenses
incurred by the Company prior to the availability of funds from any bridge
financing provided by lenders not affiliated with the Company or from any major
equity or debt financing by the Company.


2.             Company
shall have furnished to each Director a certified copy of all resolutions of
Company’s Board of Directors pertaining to the execution of this Agreement and
the borrowing of money pursuant hereto.


Article
VI


Affirmative Covenants


Company covenants and agrees that until all indebtedness incurred
hereunder has been paid in full and Company no longer has the right to borrow
hereunder, it will:


1.             Furnish
to each Director, not later than 90 days after the end of each fiscal year of
the Company, a consolidated profit and loss statement and statement of surplus
of Company and its subsidiaries for such year and a consolidated balance sheet
of Company and its subsidiaries as of the last day of such fiscal year;


2.             With
reasonable promptness, furnish to each Director all additional financial
statements and data and information concerning the financial condition of
Company and its subsidiaries reasonably requested by any Director.


Article
VII


Events of Default/Company


The following shall constitute Events of Default by Company under this
Agreement: (a) Company defaults in the payment on any Line of Credit Note when
it becomes due, either under the terms of the Line of Credit Note or otherwise
as provided herein; (b) Company fails to perform any obligation or breaches any
warranty or covenants to Directors contained in this 



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Agreement, in any Line of Credit Note, or in any writing furnished in
connection with or pursuant to this Agreement is false in any material respect
on the date made; (c) Company or a subsidiary makes an assignment for the
benefit of creditors; (d) Company or a subsidiary petitions or applies to any
tribunal for the appointment of a trustee or receiver, either of it or of a
substantial part of its assets, or commences any proceedings relating to it
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, or liquidation law of any jurisdiction; (e) any such petition
or application is filed, or any such proceedings are commenced, against Company
or a subsidiary, and Company or such subsidiary by any act indicates its
approval, consent, or acquiescence, or an order is entered appointing such
trustee or receiver, adjudicating Company or a subsidiary bankrupt or
insolvent, or approving the petition in any such proceedings, and such order
remains in effect for more than 60 days; or (f) an order is entered in any
proceedings against Company decreeing its dissolution or split-up, and such
order remains in effect for more than 60 days. If any one or more of the above
Events of Default occur and continue, the holder or holders of 51% or more of
the outstanding principal under Line of Credit Notes, may, by written notice to
Company, declare the Company to be in default and thereafter, each Director
shall have the right to (i) declare their respect Line of Credit Note to be
immediately due and payable, together with interest accrued thereon; (ii) to
collect the outstanding obligations of Company with or without resorting to
judicial process; (iii) to set-off Company’s obligations against any amounts
due Company from a Director; and (iv) to exercise all other rights available to
Directors under common law. Director’s rights hereunder are cumulative and may
be exercised together, separately, and in any order. All Directors shall
receive a copy of such notice.


Article
VIII


Events of Default/Director


The following shall constitute Events of Default by
a Director under this Agreement: (a) any material representation or warranty
made by a Director herein or in any writing furnished in connection with or
pursuant to the Agreement is false in any material respect on the date made;
(b) Director defaults in the performance or observance of any other agreement,
term, or condition contained herein, and such default is not remedied within 30
days after Director receives written notice thereof from Company.  If one or more of the above Events of Default
occur and continue, Company shall have the right to exercise all rights
available to Company under applicable law or equity, including the right to
specific performance.


Article
IX


Miscellaneous


1.             Prior
to the issuance of any Line of Credit Notes hereunder, this Agreement may be
amended, and Company may take any action herein prohibited, or omit to perform
any act herein required to be performed if it obtains the written consent of
those Directors having commitments hereunder totaling 51% or more of the total
Directors’ commitments hereunder; provided that no amendment to this Agreement
shall extend the date on which the commitments hereunder expire, extend the
maturity date of any Line of Credit Note, reduce the rate of interest payable
with respect to any Line of Credit Note, affect the payment provisions, or
reduce or increase the amount of each Director’s commitment without the prior
written consent of each Director. In the event that prior to the issuance of
any Line of Credit Notes, any such Director refuses to consent to any such
proposed amendment approved by said 51% extending the date on



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which
the commitments hereunder expire, extending the maturity of any Line of Credit
Note, reducing the rate of interest payable with respect to any Line of Credit
Note, affecting the payment provisions, or reducing or increasing the amount of
each Director’s commitment, Company shall have the right to void this Agreement
with respect to such Director and thereafter, said Director shall have no
further rights (including rights to the issuance of warrants) or obligations
under this Agreement.  After the issuance
of any Line of Credit Notes, this Agreement may not be amended, and Company may
not avoid its obligations hereunder, without the consent of all Directors.


2.             All
representations and warranties contained herein or made in writing by Company
in connection herewith shall survive the execution and delivery of this
Agreement and of the notes.


3.             All
covenants and agreements in this Agreement contained by or on behalf of a party
hereto shall bind and inure to the benefit of such party’s respective
successors and assigns.


4.             All
communications provided for hereunder shall be sent by email (if available) and
by first class mail and, if to Directors, addressed in the manner indicated
next to each Director’s name in Exhibit A attached
hereto, and, if to Company, to its offices at 3600 Wabash Avenue, Suite C,
Springfield, IL 62711, or to any other address of which a Director or Company
notifies the other in writing.


5.             No
delay or failure by the Directors to exercise any right or remedy under this
Agreement, and no partial or single exercise of that right, shall constitute a
waiver of that or any other right, unless otherwise expressly provided herein.
The rights and remedies expressly specified herein are cumulative and not
exclusive of Directors’ other rights and remedies.  Any rights or remedies available to all
Directors hereunder may be exercised by one or more Directors without the
necessity of consent by any other Director or without necessity of joinder of such
other Director or Directors.


6.             Each
Director agrees with each other Director that it will make such purchases of a
participation in the note or notes of the other Director as shall equalize any
advantage resulting from such Director’s receipt of any payment upon the
principal or interest of any note held by him, whether the same is voluntary,
involuntary, by operation of law, by application or offset of any indebtedness,
or otherwise, where no similar payment has been made upon the note of the same date
held by such other Director.


7.             This
Agreement shall terminate when Company no longer has the right to borrow
hereunder, all notes issued pursuant hereto have been paid in full and all
warrants have been issued pursuant hereto.


8.             If
any action at law or equity is commenced by Company or any Director, arising
out of or relating to this Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs in addition to any other lawful remedy or
relief.


9.             It
is agreed that the time of performance of each and every one of the terms and
provisions hereof is the essence of this Agreement.



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10.           This
Agreement may be executed in any number of copies and by the different parties
hereto on separate counterparts.


The parties hereto have caused this Agreement to be duly executed by
their respective duly authorized officers as of the day and year first above
written.


	
  COMPANY:

  	
  ILLINI BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /S/ Ernest D. Moody

  	
   

  
	
   

  	
    its
  Chairman

  



 


DIRECTORS:


	
  /S/ Ernest D. Moody

  	
   

  	
  /S/ David W. Ramsey

  	
   

  
	
  Ernest D. Moody

  	
   

  	
  David W. Ramsey

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Gary M.
  Skaggs

  	
   

  	
  /S/ James H. Todd

  	
   

  
	
  Gary M. Skaggs

  	
   

  	
  James H. Todd

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Donald E.
  Alvies

  	
   

  	
  /S/ J. Roger Cooper

  	
   

  
	
  Donald E. Alvies

  	
   

  	
  J. Roger Cooper

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Dale A.
  Eggimann

  	
   

  	
  /S/ Phillip H. Frank II

  	
   

  
	
  Dale A. Eggimann

  	
   

  	
  Phillip H. Frank II

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Curt M.
  Kruse

  	
   

  	
  /S/ Donald R. Ludwig

  	
   

  
	
  Curt M. Kruse

  	
   

  	
  Donald R. Ludwig

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /S/ Richard L.
  Showalter

  	
   

  	
  /S/ Brian L. Wrage

  	
   

  
	
  Richard L.
  Showalter

  	
   

  	
  Brian L. Wrage

  	
   

  




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EXHIBIT A


Director’s Commitment


	
  Name

  	
   

  	
  Address

  	
   

  	
  Dollar Share of

  Commitment

  	
   

  	
  Percentage

  	
   

  
	
  Ernest D. Moody

  	
   

  	
  205
  S. Walnut

  P.O. Box 686

  Rochester, IL 62563

  	
   

  	
  $

  	
  132,000

  	
   

  	
  13.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  David W. Ramsey

  	
   

  	
  P.O.
  Box 740

  Rochester, IL 62563

  	
   

  	
  $

  	
  22,000

  	
   

  	
  2.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gary M. Skaggs

  	
   

  	
  11931
  Cotton Hill Road

  Pawnee, IL 62558

  	
   

  	
  $

  	
  132,000

  	
   

  	
  13.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James H. Todd

  	
   

  	
  29953
  Sweetwater Ave.

  Greenview, IL 62642

  	
   

  	
  $

  	
  132,000

  	
   

  	
  13.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Donald E. Alvies

  	
   

  	
  4170
  Alvies Road

  Pawnee, IL 62558

  	
   

  	
  $

  	
  125,000

  	
   

  	
  12.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J. Roger Cooper

  	
   

  	
  7917
  Kimball Road

  Williamsville, IL 62693

  	
   

  	
  $

  	
  75,000

  	
   

  	
  7.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dale A. Eggimann

  	
   

  	
  658
  E 1575 N Road

  Taylorville, IL 62568

  	
   

  	
  $

  	
  25,000

  	
   

  	
  2.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Phillip H. Frank
  II

  	
   

  	
  24613
  Indian Point Ave.

  Athens, IL 62613

  	
   

  	
  $

  	
  40,000

  	
   

  	
  4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Curt M. Kruse

  	
   

  	
  20748
  Waring Street

  Petersburg, IL 62675

  	
   

  	
  $

  	
  100,000

  	
   

  	
  10

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Donald R. Ludwig

  	
   

  	
  519
  Tremont Street

  Lincoln, IL 62656

  	
   

  	
  $

  	
  40,000

  	
   

  	
  4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Richard L.
  Showalter

  	
   

  	
  26012
  E. CR 1000 N

  Easton, IL 62633

  	
   

  	
  $

  	
  45,000

  	
   

  	
  4.5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Brian L. Wrage

  	
   

  	
  2324
  1250th Ave

  Atlanta, IL 61723

  	
   

  	
  $

  	
  132,000

  	
   

  	
  13.2

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
  $

  	
  1,000,000.00

  	
   

  	
  100.00

  	
  %

  



 



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EXHIBIT B


LINE OF CREDIT NOTE


Date:
                 ,
2006                                                                                                           $                                     


PROMISE TO PAY:  For value received, ILLINI BIO-ENERGY, LLC,
an Illinois limited liability company (“Borrower”) promises to pay to the order
of                                                                                                                                                
(“Lender”), whose address is                                                      
Illinois, the principal amount of $
                          
plus interest at the rate herein provided. 
All amounts received by Lender shall be applied first to accrued, unpaid
interest, then to unpaid principal, and then to any late charges and
expenses.  This Note evidences that
certain indebtedness of Borrower to Lender incurred pursuant to that certain
Loan Agreement between Borrower and certain directors of Borrower, including
Lender, dated                     ,
2006 (“Loan Agreement”)


INTEREST
RATE:  Interest on this
Note shall be calculated and payable based on the prime rate as announced on
the date of this Note and on the first day of each month thereafter in the
Financial Section of the Wall Street Journal
on the unpaid principal balance. With each announced change in the prime rate,
the interest payable herein shall be adjusted.


DUE
DATE:  Borrower shall
pay the principal and interest to Lender on December 31, 2007.


PAYMENT:
This Note may be paid in part or in whole prior to the Due Date.  Any payments shall be applied first to
accrued interest and then to principal.


TERMS AND CONDITIONS


1.             EVENTS
OF DEFAULT.  The Events
of Default under this Note are defined in the Loan Agreement and incorporated
herein.


2.             RIGHTS
OF LENDER ON EVENT OF DEFAULT.  If Borrower is declared to be in default as
provided for in the Loan Agreement, Lender shall be entitled to exercise such
remedies as set forth in the Loan Agreement.


3.             MODIFICATION
AND WAIVER.  The
modification or waiver of any of Borrower’s obligations or Lender’s rights
under this Note must be contained in a writing signed by Lender.  Lender may perform any of Borrower’s
obligations or delay or fail to exercise any of its rights without causing a
waiver of those obligations or rights.  A
waiver on one occasion will not constitute a waiver on any other occasion.


4.             SEVERABILITY.  If any provision of this Note is invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


5.             ASSIGNMENT.  Borrower agrees not to assign any of Borrower’s
rights, remedies or obligations described in this Note, without the prior
written consent of Lender.


6.             NOTICE.  Any notice or other communication to be
provided to Borrower or Lender under this Note shall be in writing and sent to
the parties at the addresses described in this Note or such other address as
the parties may designated in writing from time to time.


7.             APPLICABLE
LAW.  This Note shall
be governed by the laws of the State of Illinois.  Unless applicable law provides otherwise,
Borrower consents to the jurisdiction and venue of any court located in such
state selected by Lender, in its discretion, in the event of any legal
proceeding under this Note.



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8.             COLLECTION
COSTS.  To the extent
permitted by law, Borrower agrees to pay Lender’s reasonable fees and costs,
including, but not limited to, fees and costs of attorneys and other agents
(including without limitation paralegals, clerks and consultants), whether or
not such attorney or agent is an employee of Lender, which are incurred by
Lender in collecting any amount due or enforcing any right or remedy under this
Note, whether or not suit is brought, including, but not limited to, all fees
and costs incurred on appeal, in bankruptcy, and for post-judgment collection
actions.


9.             MISCELLANEOUS.  This Note is being executed primarily for
commercial, agricultural, or business purposes. 
Borrower and Lender agree that time is of the essence.  Borrower agrees to make all payments to
Lender at any address designated by Lender and in lawful United States currency.  Borrower and any person who endorses this
Note waives presentment, demand for payment, notice of dishonor and protest and
further waives any right to require Lender to proceed against anyone else
before proceeding against Borrower or said person.  All references to Borrower in this Note shall
include all of the parties signing this Note, and this Note shall be binding
upon the heirs, successors and assigns of Borrower and Lender.  This Note represents the complete and
integrated understanding between Borrower and Lender regarding the terms
hereof.


DATED
this            day of                    ,
2006.


	
  BORROWER:

  	
  ILLINI BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its: 

  	
   

  



 



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EXHIBIT C


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


WARRANT


To Purchase Class A Units


ILLINI BIO-ENERGY, LLC


                        ,
200  


THIS CERTIFIES THAT, for good and valuable consideration, the
receipt of which is hereby acknowledged,                                                                                                         
or its lawful assignee (the “Holder”) is entitled to subscribe for and purchase
from Illini Bio-Energy, LLC, an Illinois limited liability company (the “Company”),
                                 
of the Class A Units of the Company pursuant to the terms and subject to the
conditions hereof.  The Class A Units
that may be acquired upon exercise of this Warrant are referred to herein as
the “Warrant Units.”  As used herein, the
term “Holder” means the Holder, any party who acquires all or part of this
Warrant as a registered transferee of the Holder, or any record holder or
holders of the Warrant Units issued upon exercise, whether in whole or in part,
of the Warrant.


This Warrant is subject to the following provisions, terms and
conditions:


1.                                      Exercise and Term.


(a)           The right to purchase the Warrant Units at the Warrant
Exercise Price shall be exercisable at any time from and after the date on which
the 100 million gallon per year dry mill, fuel-grade ethanol production
facility that the Company proposes to construct (the “Facility”) begins
operating at its nameplate capacity, as certified by the design-build firm that
the Company engages to construct the Facility, and continue for a period of
five (5) years following such date (the “Exercise Period”), after which date
all such rights shall terminate.


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



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2.                                      Warrant Exercise Price.  The Warrant Units shall be exercisable at a price of One Dollar and no
cents ($1.00) per unit (the “Warrant Exercise Price”).


3.                                      Issuance of Securities.  The
Company agrees that the Warrant Units purchased hereby shall be and are deemed
to be issued to the record holder hereof as of the close of business on the
date on which this Warrant shall have been surrendered and the payment made for
such Warrant Units as aforesaid.  Within
a reasonable time, not exceeding ten (10) days after the rights represented by
this Warrant shall have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the number of Warrant Units, if any, with
respect to which this Warrant shall not then have been exercised shall also be
delivered to the holder hereof.


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


5.                                      Covenants of Company.  The
Company agrees that all Warrant Units which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be duly authorized
and issued, fully paid and nonassessable. 
The Company further agrees that during the period within which the
rights represented by this Warrant may be exercised, in the event this Warrant
is exercised, the Company will have authorized, and reserved for the purpose of
issue or transfer upon exercise of the subscription rights evidenced by this
Warrant, a sufficient number of such Warrant Units, to provide 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 time hereafter subdivide or combine its outstanding Class A Units,
the Warrant Exercise Price, in effect immediately prior to the subdivision or
combination shall forthwith be proportionately increased, in the case of
combination, or decreased, in the case of subdivision, and each Warrant Unit
purchasable upon exercise of the Warrant shall be changed to the number
determined by dividing the then current Warrant Exercise Price by the exercise
price as adjusted after the subdivision or combination.


(b)           If any merger,
capital reorganization or reclassification of the outstanding capital stock of
the Company, or consolidation or merger of the Company with another entity, or
the sale of all or substantially all of its assets to another entity shall be
effected in such a way that holders of the Company’s Class A Units shall be
entitled to receive securities or assets with respect to or in exchange for
their Class A Units (an “Exchange Event”), then, from and after such Exchange
Event, the Warrant will be exercisable, upon the terms and conditions specified
in this Warrant, for an amount of such securities or assets to which a holder
of the number of Class A Units purchasable upon exercise of the Warrant at the
time of such Exchange Event would have been entitled to receive upon such
Exchange Event.  Appropriate provisions
will be made with respect to the rights and interests of the Holder to ensure
that the provisions of this Warrant (including without limitation the
provisions to adjust the Warrant Exercise Price and the number of Class A Units
purchasable upon the exercise of this Warrant) will be applicable, as nearly as
may be, in relation to any such securities or assets deliverable upon the
exercise of this



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Warrant after an Exchange Event. 
The Company will not effect any Exchange Event unless, prior to the
consummation thereof, the successor or purchasing corporation (if other than
the Company) with respect to such Exchange Event, assumes by written instrument
executed and delivered to the Holder at the address of such Holder as shown on
the books of the Company, the obligation to deliver to such Holder such
securities or assets as, in accordance with the foregoing provisions, such
Holder may be entitled to purchase.


(c)           Upon any adjustment
of the Warrant Exercise Price in accordance with this Section 6, then and
in each such case, the Company shall give written notice thereof, by first
class mail, postage prepaid, addressed to the registered Holder of this Warrant
at the address of such Holder as shown on the books of the Company, which
notice shall state the Warrant Exercise Price resulting from such adjustment
and the increase or decrease, if any, in the number of Class A Units
purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.


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


8.                                      Transfer of Warrant or Resale.  The
holder acknowledges that it has obtained this Warrant for investment and not with
the intention of making any resale or distribution.  The holder further acknowledges (a) that
neither this Warrant nor any of the securities obtainable under it have been
registered under the Securities Act of 1933, as amended, or any state
securities statutes, and (b) that neither this Warrant nor any securities
obtained under it may be transferred without such registration or an opinion of
legal counsel acceptable to the Company that such transfer may be made without
registration.


9.                                      Successors and Assigns.  This
Warrant shall inure to the benefit of and be binding upon the successors and
permitted assigns of the parties hereto. 
The Holder of this Warrant may assign any of its rights under this
Warrant to his or her heirs to the extent permitted by this Warrant and
applicable law (including, without limitation, federal and state securities
laws and regulations).


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


IN WITNESS WHEREOF, Illini Bio-Energy, LLC has caused this Warrant to be signed by its
duly authorized officer.


	
  

  	
  ILLINI
  BIO-ENERGY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  




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WARRANT
EXERCISE


(To be signed only upon exercise of Warrant)


The undersigned, the Holder of a Warrant to purchase Class A Units of
Illini Bio-Energy, LLC, hereby irrevocably elects to exercise the purchase
right represented by such Warrant for, and to purchase thereunder,                      
of the Class A Units to which such Warrant relates and herewith makes payment
of $
                                      
therefor in cash or by check and requests that the certificates for such Class
A Units 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 by
the original Warrant, which is hereby surrendered to the extent necessary to
effect the exercise.


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
				



 



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