Exhibit 10.13


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


                                   ,
2005


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 50 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.


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 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.



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(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 unitholder 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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