Exhibit
4.1


CERTIFICATE
OF CLASS B MEMBERSHIP UNITS


	
   

  Number

  

  	
  

  	
   

  Membership

  Units

  

  



 




	
  AKRON RIVERVIEW CORN PROCESSORS, LLC

  A Limited Liability Company

  Organized Under the Laws of the State of Iowa

  






 


THIS CERTIFIES THAT                                                                            is/are the owner(s) of                        
                            
(                  )
Class B Membership Units of Akron Riverview Corn Processors, LLC, an Iowa
limited liability company (the “Company”). 
Changes in the actual Membership Units held by the Members are reflected
in the Certificate Register of the Company.


The Class B Membership
Units represented by this Certificate may not be transferred or assigned except
in compliance with the Operating Agreement of the Company, a copy of which is
available at the principal office of the Company.


IN WITNESS WHEREOF, the
Company has caused this Certificate to be signed by its duly authorized
Chairman and Secretary as of this                   
day of                           ,
20              .


                                                                                        
                                                                                      



Ronald Wetherell,
Chairman                                                       
        Timothy Ohlson, Secretary









 



FOR VALUE RECEIVED,                    
hereby sell, assign, and transfer unto                                                                             
                                                                                                                                                              
Units represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                                                                            
Attorney to transfer the said Units on the books of the within named Company
with full power of substitution in the premises.


Dated                                          ,                            .


In
Presence of


                                                                                                                                                                                 


                                                                                                  
                                                                


 


THE TRANSFERABILITY OF THE MEMBERSHIP UNITS
REPRESENTED BY THIS CERTIFICATE IS RESTRICTED. 
SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, AND NO ASSIGNEE,
VENDEE, TRANS­FEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED
ANY SUCH UNITS FOR ANY PURPOSES, UNLESS AND TO THE EXTENT SUCH SALE, TRANSFER,
HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT
ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS
SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO
TIME.


THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.