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                                                                     EXHIBIT 4.1

                          [FORM OF FACE OF CERTIFICATE]


              Organized Under the Laws of the State of South Dakota


                                                           CLASS A CAPITAL UNITS

A-

                             WHETSTONE ETHANOL, LLC

THIS CERTIFIES THAT_________________________________________IS THE OWNER AND
REGISTERED HOLDER OF____________________________________CLASS A CAPITAL UNITS

                            in Whetstone Ethanol, LLC

TRANSFERABLE ONLY ON THE BOOKS OF THE LIMITED LIABILITY COMPANY BY THE HOLDER
HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.

          IN WITNESS WHEREOF, THE SAID LIMITED LIABILITY COMPANY HAS CAUSED THIS
          CERTIFICATE TO BE SIGNED BY ITS DULY AUTHORIZED OFFICERS THIS ___DAY
          OF _____________, 200__.



          -------------------                           -------------------
               SECRETARY                                    PRESIDENT

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                        [FORM OF REVERSE OF CERTIFICATE]

          The sale and transfer of the Capital Units represented by
          this Certificate are restricted by, and subject to, the
          provisions of the Operating Agreement of Whetstone Ethanol,
          LLC. The Operating Agreement provides, among other things,
          that no sale, assignment, transfer, gift, exchange or other
          disposition of these Capital Units is valid except as
          specifically provided for in the Operating Agreement. Copies
          of the Operating Agreement and instructions for transfer,
          sale or other disposition of these Capital Units are
          available for inspection at the Company's principal office.

          Any holder of the Class A Capital Units represented by this
          Certificate has an annual obligation to deliver corn to
          Whetstone Ethanol, LLC, under the terms of a Member
          Agreement or Corn Delivery Agreement, a copy of which is
          available for inspection at the Company's principal office.

FOR VALUE RECEIVED _______ HEREBY SELL, ASSIGN AND TRANSFER UNTO _______________
_______________________________________________________________________________,
_____________ CAPITAL UNITS REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT __________________________________________
ATTORNEY TO TRANSFER THE SAID CAPITAL UNITS ON THE BOOKS OF THE WITHIN NAMED
LIMITED LIABILITY COMPANY WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

DATED  ____________________, 20_____

IN PRESENCE OF ___________________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.