[Sample Warrant Certificate Language]

Exhibit 4.2

[Sample Warrant Certificate Language]

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             , 200   (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 Atlantic Highlands, 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 Olde Monmouth Stock Transfer Co., Inc., 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]

ASSIGNMENT

FOR VALUE RECEIVED,                                                                                                                hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, 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                                                      

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: