Exhibit 10.12**THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGECOMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWSOF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BEMADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROMREGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED ANOPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.**Void After 5:00 p.m. Minneapolis, Minnesota time on                     , 2012.**AGASSIZ ENERGY, LLC****MEMBERSHIP UNITS PURCHASE WARRANT**   Warrant No. CD-00___ Units:     THIS CERTIFIES that, subject to the terms and conditions herein set forth,                                         or his/her/its registered assigns (the“Holder”) is entitled to purchase from Agassiz Energy, LLC, a Minnesota limited liabilitycompany (the “Company”), in full or in part commencing on the date that is six monthsfollowing the date of the termination of the Company’s final sale of its membership unitssold pursuant to its duly-authorized registered offering under the Company’s Securities Actof 1933, as amended, Form SB-2 which has been registered with the Securities and ExchangeCommission and no later than the time and date set forth above,                                                             (                     ) fully paid andnon-assessable Membership Unitsof the Company (referred to as the “Units”).     This Warrant is subject to the following terms and conditions:1. Purchase Price. Subject to adjustment as hereinafter provided, the purchase price ofone Unit shall be One Dollar and 00/100 ($1.00). The purchase price of one Unit is referred toherein as the “Warrant Price.” 2. Adjustment of Warrant Price and Number of Units. The number andkind of securities issuable upon the exercise of this Warrant shall besubject to adjustment from time to time upon the happening of certainevents as follows: a. Adjustment for Unit Dividends, Splits and Consolidations. In case theCompany shall at any time subdivide the outstanding Membership Units into a greater numberof Units or declare a dividend payable in Membership Units, the Warrant Price in effectimmediately prior to such subdivision shall be proportionately reduced, and conversely, incase the outstanding Membership Units shall be
 

 
   combined into a smaller number of Units, the Warrant exercise price in effectimmediately prior to such combination shall be proportionately increased.  b. Adjustment for Reorganizations or Consolidations. If any capitalreorganization or reclassification of the Membership Units of the Company, orconsolidation or merger of the Company with another company, or the sale of all orsubstantially all of its assets to another company shall be effected in such a way thatholders of Membership Units shall be entitled to receive stock, securities or assets(“substituted property”) with respect to or in exchange for such Membership Units,then, as a condition of such reorganization, reclassification, consolidation, merger orsale, the Holder shall have the right to purchase and receive upon the basis and uponthe terms and conditions specified in this Warrant and in lieu of the Membership Unitsof the Company immediately theretofore purchasable and receivable upon the exercise ofthe rights represented hereby, such substituted property as would have been issued ordelivered to the Holder if it had exercised this Warrant and had received upon exerciseof this Warrant the Units prior to such reorganization, reclassification,consolidation, merger or sale, less the amount of the aggregate Warrant Price.3. No Unitholder Rights. This Warrant shall not entitle its Holder to any of the rightsof a member of the Company prior to exercise of this Warrant. If the Holder is not already amember of the Company, the Holder shall be required to execute the Member Control Agreementof the Company upon exercise of this Warrant prior to being entitled to any of the rights ofa member of the Company. 4. Covenants of the Company. The Company covenants that during the period this Warrantis exercisable, the Company will reserve from its authorized and unissued Membership Units asufficient number of Membership Units to provide for the issuance of Units upon the exerciseof this Warrant. The Company further covenants that all Units that may be issued upon theexercise of this Warrant will, upon payment and issuance, be duly authorized and issued,fully paid and nonassessable Membership Units. 5. Exercise of Warrant. This Warrant may be exercised by the registered Holder, inwhole or in part, by the surrender of this Warrant at the principal office of the Company,together with the form of exercise hereof duly executed, accompanied by payment in full ofthe amount of the aggregate Warrant Price in cash, cashier’s check or bank draft. Uponpartial exercise hereof, a new warrant or warrants containing the same date and provisions asthis Warrant shall be issued by the Company to the registered Holder for the number of Unitsof Membership Units with respect to which this Warrant shall not have been exercised. Uponeach exercise of this Warrant the Holder shall exercise this Warrant and purchase the lesserof 500 Units and the balance of Units available for issuance under the Warrant. A Warrantshall be deemed to have been exercised immediately prior to the close of business on the datethe Company is in receipt of this Warrant, written notice of exercise, and payment for thenumber of Units being acquired upon exercise of this Warrant. The person entitled toreceive the Units issuable upon
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  such exercise shall be treated for all purposes as the Holder of such Units of record as ofthe close of business on such date. 6. Compliance with Securities Laws and Other Transfer Restrictions. The Holderof this Warrant, by acceptance hereof, agrees, represents and warrants that thisWarrant and the Units which may be issued upon exercise hereof are being acquired forinvestment, that the Holder has no present intention to resell or otherwise dispose ofall or any part of this Warrant or any Units, and that the Holder will not offer, sellor otherwise dispose of all or any part of this Warrant or any Units except undercircumstances which will not result in a violation of the Securities Act of 1933, asamended (the “Act”) or applicable state securities laws. The Company may condition anytransfer, sale, pledge, assignment or other disposition on the receipt from the partyto whom this Warrant is to be so transferred or to whom Units are to be issued or sotransferred, on any representations and agreements requested by the Company in order topermit such issuance or transfer to be made pursuant to exemptions from registrationunder federal and applicable state securities laws. Upon exercise of this Warrant, theHolder hereof shall, if requested by the Company, confirm in writing its investmentpurpose and acceptance of the restrictions on transfer of the Units. 7. Restrictive Legend. The Holder agrees that the Company may place one ormore restrictive legends on any certificates evidencing the Units, if certificated,containing substantially the following language:The securities represented by this certificate have not been registered under theSecurities Act of 1933, as amended and have not been registered under any statesecurities law. They may not be sold, offered for sale, or transferred in theabsence of either an effective registration under the Securities Act of 1933, asamended, and under the applicable state securities laws, or an opinion of counselfor the Company that such transaction is exempt from registration under theSecurities Act of 1933, as amended, and under the applicable state securities laws.8. Six Month Holding Period. The Holder agrees that the exercise of this Warrant is furtherrestricted for the time period that is six months following the date of the last sale ofthe Company’s Membership Units that occurs pursuant to an effective Registration Statementon Form SB-2 and all amendments thereto. The Company will notify the Holder in writing whensuch date has occurred and the date of the end of the six month holding period. 9. Subdivision of Warrant. At the request of the Holder of this Warrant in connection witha transfer or exercise of a portion of the Warrant, upon surrender of such Warrant for suchpurpose to the Company, the Company at its expense (except for any transfer tax payable)will issue and exchange therefor warrants of like tenor and date representing in theaggregate the right to purchase such number of Units as shall be designated by such Holderat the time of such surrender; provided, however, that the Company’s obligations
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  to subdivide securities under this Paragraph shall be subject to and conditioned upon thecompliance of any such subdivision with applicable state securities laws and with the Act. 10. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by theCompany of evidence reasonably satisfactory to it of the loss, theft, destruction ormutilation of this Warrant, and in case of loss, theft or destruction, of indemnity orsecurity reasonably satisfactory to it, and upon reimbursement to the Company of allreasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant,if mutilated, the Company will make and deliver a new Warrant of like tenor and dates as ofsuch cancellation, in lieu of this Warrant. 11. No Limitation on Corporate Action. No provisions of the Warrant and no right oroption granted or conferred hereunder shall in any way limit, affect, or abridge the exerciseby the Company of any of its corporate rights or powers to recapitalize, amend its Articlesof Organization, reorganize or merge with or into another company, or to transfer all or anypart of its property or assets, or the exercise of any other of its rights and powers. 12. Miscellaneous. This Warrant shall be governed by the laws of the State of Minnesota withoutreference to such state’s conflict of laws provisions. The headings in this Warrant are forpurposes of convenience and reference only, and shall not be deemed to constitute a parthereof. Neither this Warrant nor any term hereof may be changed, waived, discharged orterminated orally but only by an instrument in writing signed by the Company and theregistered Holder hereof. All notices and other communications from the Company to the Holderof this Warrant shall be by certified mail, return receipt requested, or by overnightdelivery service to the address furnished to the Company in writing by the last Holder ofthis Warrant who shall have furnished an address to the Company in writing.ISSUEDthis                      day of                     , 2007.AGASSIZ ENERGY, LLC     By:       Donald Sargeant, President  
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**FORM OF ASSIGNMENT****AGASSIZ ENERGY, LLC**     FOR VALUE RECEIVED, the undersigned registered owner of this Warrant hereby sells, assignsand transfers unto the Assignee named below all of the rights of the undersigned under the withinWarrant, with respect to the number of Membership Units set forth below.         Name of Assignee    Address Number of Units          and doeshereby irrevocably constitute and appoint                                                              Attorneyto make such transfer on the books of                                         maintained for the purpose, with fullpower of substitution in the premises.Dated:                                         , 20___