Exhibit 10.2



THE SECURITIES REPRESENTED BY THIS WARRANT OR ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER EITHER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING
SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS
OF SUCH ACT AND SUCH LAWS.



WARRANT



TO PURCHASE 5,973 SHARES OF COMMON STOCK

OF



PW Eagle, Inc.



THIS
CERTIFIES THAT, for good and valuable consideration, 406 22nd, LLC, a Minnesota limited liability company (the Buyer), or its registered assigns, is entitled to subscribe for and purchase from PW Eagle, Inc., a Minnesota corporation (the
Company), at any time after the date hereof up to and including 5:00 p.m. Minneapolis, Minnesota time on March , 2009 (the Expiration Date), Five Thousand Nine Hundred Seventy-Three (5,973)
fully paid and nonassessable shares of the Common Stock of the Company at the price of $0.01 per share (the Warrant Exercise Price), subject to the antidilution provisions of this Warrant. The shares which may be acquired upon exercise
of this Warrant are referred to herein as the Warrant Shares. As used herein, the term Holder means the Buyer, any party who acquires all or a part of this Warrant as a registered transferee of the Buyer, or any record holder
or holders of the Warrant Shares issued upon exercise, whether in whole or in part, of the Warrant. As used herein, the term Common Stock means and includes the Companys presently authorized common stock $.01 par value, and shall
also include any capital stock of any class of the Company hereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the Holders thereof to participate in dividends or in the distribution of assets upon
the voluntary or involuntary liquidation, dissolution, or winding up of the Company.



This Warrant is subject to the following provisions, terms and conditions:



1. Exercise; Transferability. Subject to the provisions of Section 3 hereof, the rights represented by this Warrant may be exercised by the Holder
hereof, in whole or in part (but not as to a fractional share of Common Stock), by written notice of exercise (in the form attached hereto) delivered to the Company at the principal office of the Company prior to the Expiration Date and accompanied
or preceded by the surrender of this Warrant along with a check in payment of the Warrant Exercise Price for such shares.



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2. Exchange and Replacement. Subject to Sections 1 and 7 hereof, this Warrant is exchangeable upon
the surrender hereof by the Holder to the Company at its office for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Warrant Shares purchasable hereunder, each of such new Warrants to represent
the right to purchase such number of Warrant Shares (not to exceed the aggregate total number purchasable hereunder) as shall be designated by the Holder at the time of such surrender. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided, however, that if the Buyer shall be such Holder, an agreement of indemnity by such Holder shall be sufficient for all purposes of this Section 2. This Warrant
shall be promptly canceled by the Company upon the surrender hereof in connection with any exchange or replacement. The Company shall pay all expenses, taxes (other than stock transfer taxes), and other charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 2.



3. Issuance of the Warrant Shares.



(a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered for
exercise and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding thirty (30)
days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such time.



(b) Notwithstanding the foregoing, however, the Company shall not be required to deliver any certificate for Warrant Shares upon exercise of this Warrant except in accordance with exemptions from the applicable
securities registration requirements or registrations under applicable securities laws. Such Holder shall also provide the Company with written representations from the Holder and the proposed transferee satisfactory to the Company regarding the
transfer or, at the election of the Company, an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under
any Federal or State law) of this Warrant or the Warrant Shares. Upon receipt of such written notice and either such representations or opinion by the Company, such Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in
accordance with its terms and dispose of the Warrant Shares, all in accordance with the terms of the notice delivered by such Holder to the Company, provided that an appropriate legend, if any, respecting the aforesaid restrictions on transfer and
disposition may be endorsed on this Warrant or the certificates for the Warrant Shares. Nothing herein, however, shall obligate the Company to effect registration under federal or state securities laws. If a registration is not in effect and if an
exemption is not available when the Holder seeks to exercise the Warrant, the Warrant exercise period will be extended, if need be, to prevent the Warrant from expiring, until such time as either registration become effective or an exemption is
available, and the Warrant shall then remain exercisable for a period of at least thirty (30) calendar days from the date the Company delivers to the Holder written notice of the availability of such registration or exemption. The Holder agrees to
execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemption relied upon by the Company, or the registration made, for the issuance of the Warrant Shares.



4. Covenants of the Company. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid, nonassessable, and free from all taxes,



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liens, and charges with respect to the issue thereof except for all taxes, liens and charges imposed by the Holder. The Company further covenants and agrees
that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times 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 shares of Common Stock to provide for the exercise of the rights represented by this Warrant.



5. Antidilution Adjustments. The provisions of this Warrant are subject to adjustment as provided in this Section 5.



(a) The Warrant Exercise Price shall be adjusted from time to time such that
in case the Company shall hereafter:



| | (i) | pay any dividends on any class of stock of the Company payable in Common Stock or securities convertible into Common Stock;
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| | (ii) | subdivide its then outstanding shares of Common Stock into a greater number of shares; or
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| | (iii) | combine outstanding shares of Common Stock, by reclassification or otherwise;
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then, in any such event, the Warrant Exercise Price in effect immediately prior to such event shall (until adjusted again pursuant hereto) be adjusted immediately
after such event to a price determined by dividing (a) the number of shares of Common Stock outstanding immediately prior to such event, multiplied by the then existing Warrant Exercise Price, by (b) the total number of shares of Common Stock
outstanding immediately after such event (including the maximum number of shares of Common Stock issuable in respect of any securities convertible into Common Stock), and the resulting quotient shall be the adjusted Warrant Exercise Price per share.
An adjustment made pursuant to this Subsection shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive shares of two or more classes of capital stock or
shares of Common Stock and other capital stock of the Company, the Board of Directors (whose determination shall be conclusive) shall determine the allocation of the adjusted Warrant Exercise Price between or among shares of such classes of capital
stock or shares of Common Stock and other capital stock. In the event that at any time as a result of an adjustment made pursuant to this Subsection, the Holder of any Warrant thereafter surrendered for exercise shall become entitled to receive any
shares of the Company other than shares of Common Stock, thereafter the Warrant Exercise Price of such other shares so receivable upon exercise of any Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common Stock contained in this Section 5.



(b) Upon each adjustment of the Warrant Exercise Price pursuant to Section 5(a) above, the Holder of each Warrant shall thereafter (until another such
adjustment) be entitled to purchase at the adjusted Warrant Exercise Price the number of shares, calculated to the nearest full share, obtained by multiplying the number of shares specified in such Warrant (as adjusted as a result of all adjustments
in the Warrant Exercise Price in effect prior to such adjustment) by the Warrant Exercise Price in effect prior to such adjustment and dividing the product so obtained by the adjusted Warrant Exercise Price.



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(c) In case of any consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or in the case of any statutory exchange of
securities with another corporation (including any exchange effected in connection with a merger of a third corporation into the Company), that shall be effected in such a way that holders of Common Stock shall be entitled to receive stock,
securities or assets with respect to or in exchange for shares of Common Stock (such stock, securities or assets being hereinafter referred to as substituted property) with respect to or in exchange for such Common Stock, then, there
shall be no adjustment under Subsection (a) of this Section and as a condition of such reorganization, reclassification, consolidation, merger or sale, the Holder hereof shall have the right to purchase and receive upon the basis and upon the terms
and conditions specified herein and in lieu of the Warrant Shares immediately theretofore purchasable and receivable upon the exercise of this Warrant, such substituted property as may be issued or payable with respect to or in exchange for a number
of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of this Warrant had such reorganization, reclassification, consolidation, merger or sale not
taken place, and in any such case, if necessary, appropriate adjustment shall be made in the application of the provisions set forth in this Section with respect to the rights and interests thereafter of any Holders of the Warrant, to the end that
the provisions set forth in this Section (including without limitation provisions for adjustment of the Warrant Exercise Price and of the number of Warrant Shares purchasable upon exercise of the Warrant) shall thereafter correspondingly be made
applicable, as nearly as may reasonably be, in relation to any shares of stock and other securities and property thereafter deliverable on the exercise of the Warrant. The provisions of this Subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.



(d) Upon any adjustment of the Warrant Exercise Price, then and in each such case, the Company shall within ten (10) days after the date when the circumstances giving rise to the adjustment occurred give written notice thereof, by
first-class mail, postage prepaid, addressed to the 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 shares of
Common Stock 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.



6. No Voting Rights. This Warrant shall not entitle the Holder to any voting rights or other rights as a shareholder
of the Company.



7. Notice of Transfer of Warrant or Resale
of the Warrant Shares.



(a) Subject to the sale,
assignment, hypothecation, or other transfer restrictions set forth in Section 1 hereof, the Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Shares of such
Holders intention to do so, describing briefly the manner of any proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Companys counsel and to counsel to the original purchaser of
this Warrant. If in the opinion of each such counsel the proposed transfer may be effected without registration or qualification (under any federal or state securities laws), the Company, as promptly as practicable, shall notify the Holder of such
opinion, whereupon the Holder shall be entitled to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Holder to the Company;
provided that an appropriate legend may be endorsed on this Warrant or the certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel to the Company and satisfactory to the
Company to prevent further transfers which would be in violation of Section 5 of the



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Securities Act of 1933, as amended (the 1933 Act), and applicable state securities laws; and provided further that the Holder and prospective
transferee or purchaser shall execute such documents and make such representations, warranties, and agreements as may be required solely to comply with the exemptions relied upon by the Company for the transfer or disposition of the Warrant or
Warrant Shares.



(b) If in the opinion of either of the counsel
referred to in this Section 7, the proposed transfer or disposition of this Warrant or such Warrant Shares described in the written notice given pursuant to this Section 7 may not be effected without registration or qualification of this Warrant or
such Warrant Shares the Company shall promptly give written notice thereof to the Holder, and the Holder will limit its activities in respect to such as, in the opinion of both such counsel, are permitted by law.



8. Fractional Shares. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the provisions of this Section, be entitled under the terms hereof to receive a fractional share, the Company shall, upon the exercise of this Warrant for the largest
number of whole shares then called for, pay a sum in cash equal to the sum of (a) the excess, if any, of the Fair Market Value (as defined in Section 10(d)) of such fractional share over the proportional part of the Warrant Exercise Price
represented by such fractional share, plus (b) the proportional part of the Warrant Exercise Price represented by such fractional share.



9. No Registration Rights. The Holder of this Warrant shall have no registration rights with respect to the Warrant Shares.



10. Miscellaneous. Whenever reference is made herein to the issue or
sale of shares of Common Stock, the term Common Stock shall include any stock of any class of the Company other than preferred stock with a fixed limit on dividends and a fixed amount payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company.



The
Company will not, by amendment of its Articles of Incorporation or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act or deed, avoid or seek to avoid the observance or performance of any of
the covenants, stipulations or conditions to be observed or performed hereunder by the Company, but will, at all times in good faith, assist, insofar as it is able, in the carrying out of all provisions hereof and in the taking of all other action
which may be necessary in order to protect the rights of the Holder hereof against dilution.



The representations, warranties and agreements herein contained shall survive the exercise of this Warrant. References to the holder of include the immediate holder of shares purchased on the exercise of
this Warrant, and the word holder shall include the plural thereof. This Common Stock Purchase Warrant shall be interpreted under the laws of the State of Minnesota.



All shares of Common Stock or other securities issued upon the exercise of the Warrant shall be validly issued, fully paid
and non-assessable, and the Company will pay all taxes due and payable by the issuer in respect of the issuance thereof.



Notwithstanding anything contained herein to the contrary, the holder of this Warrant shall not be deemed a Shareholder of the Company for any purpose
whatsoever until and unless this Warrant is duly exercised.



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IN WITNESS WHEREOF, PW Eagle, Inc. has caused this Warrant to be signed by its duly authorized officer
and this Warrant to be dated March , 2004.



CompanyPW Eagle, Inc.ByIts




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|To: | PW Eagle, INC.
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NOTICE OF EXERCISE OF WARRANT To Be Executed by the Registered Holder in Order to Exercise the Warrant



The undersigned hereby irrevocably elects to exercise the attached Warrant to purchase for cash,
 of the shares issuable upon the exercise of such Warrant, and requests that certificates for such
shares (together with a new Warrant to purchase the number of shares, if any, with respect to which this Warrant is not exercised) shall be issued in the name of



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|certificate
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|* | The signature on the Notice of Exercise of Warrant must correspond to the name as written upon the face of the Warrant in every particular without alteration or enlargement or any
change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, PLEASE indicate your position(s) and title(s) with such entity.
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ASSIGNMENT FORM



To be signed only upon authorized transfer of Warrants.



FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
 the right to purchase the securities of PW Eagle, Inc. to which the
within Warrant relates and appoints , attorney, to transfer said right on the books of PW Eagle,
Inc with full power of substitution in the premises.



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