0001193125-08-025839 Sample Contracts

COMMON STOCK PURCHASE WARRANT AGREEMENT
Common Stock Purchase Warrant Agreement • February 11th, 2008 • Gold Ribbon Bio Energy Holdings, Inc. • New Jersey

This Common Stock Purchase Warrant Agreement is made as of , 200_, by and between Gold Ribbon Bio Energy Holdings Inc. and Registrar and Transfer Company (the “Warrant Agent”).

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STOCK PURCHASE AGREEMENT among Gold Ribbon Bio Energy Holdings Inc., U. S. Bio Energy, Inc., and Monogenesis Corporation Dated: , 2008
Stock Purchase Agreement • February 11th, 2008 • Gold Ribbon Bio Energy Holdings, Inc. • Delaware

This Stock Purchase Agreement (the “Agreement”) is entered into as of this day of , 2008 by and among Gold Ribbon Bio Energy Holdings Inc., a Delaware corporation (“Gold Ribbon”); U. S. Bio Energy, Inc., a Kansas corporation (“USBE”); and Monogenesis Corporation, a Delaware corporation (“Monogenesis”).

OPTION TO PURCHASE AGREEMENT
Option to Purchase Agreement • February 11th, 2008 • Gold Ribbon Bio Energy Holdings, Inc. • Kansas

THIS OPTION TO PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of 3 29, 2007 (the “Effective Date”), by and between the Arvilla Mae Wiggers Trust, the Orville E. Wiggers Trust, the Herby Wenger Family Living Trust dated February 27, 1991, and the Velma I. Wenger Revocable Trust dated November 16, 1999, with their address c/o Warren Wiggers at 109 Meadow Lane, Hesston, Kansas 67062 (collectively, the “Optionor”), and U.S. Bio Energy, Inc., a Kansas corporation, with its address at 101 E. Industrial Drive, Sedgwick, Kansas 67135 (the “Optionee”).

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