Exhibit 10.13**PROMISSORY NOTE**   $                      Crookston, Minnesota    MaturityDate:                                         , 2008                                         , 2007   Note Number CD-00                           **FOR**VALUE **RECEIVED,**the undersigned, **Agassiz Energy, LLC, a Minnesota limitedliability company, with its principal place of business at 510 County Road 71, Valley TechnologyPark, Crookston, Minnesota, 56716**(“Borrower”) hereby agrees andpromises to pay to the order of                     (“Holder”), at                                         or such other place as Holder may fromtime to time designate, the principal sum of                                         Dollars ($                     ) (the “Principal Balance”) together withinterest on the unpaid principal balance until this Note is fully paid, at the rate of five andone/quarter percent (5.25%) per annum. Both the principal balance and interest thereon shall bepayable in coin or currency which at the time of payment is legal tender for the payment ofpublic or private debts in the United States of America.     On                    , 2008 (the “Maturity Date”), the entire outstanding Principal Balance, together withaccrued interest shall be due and payable in full.     The outstanding Principal Balance evidenced by this Note may be prepaid in full or in partwithout penalty or premium at any time during the term of this Note. Partial prepayments shallbe applied against the outstanding Principal Balance of this Note and shall not extend orpostpone the due date of any subsequent installments or change the amount of such installmentsunless Holder shall agree otherwise in writing.     Per diem interest shall be computed on the basis of a three hundred sixty (360) day yearbut shall be payable on the actual days elapsed during the term of this Note.     It is agreed that time is of the essence in the performance of this Note. Upon theoccurrence of an event of default in the payment of principal or interest hereon or upon theoccurrence of any other event of default hereunder, Holder shall have the right and option todeclare, upon ten (10) days prior written notice, all remaining unpaid principal and accruedinterest evidenced by this Note immediately due and payable. Holder may exercise this option toaccelerate at any time during the occurrence of any event of default described above regardlessof any forbearance by Holder.     Any payment not made by Borrower within ten (10) days of the due date shall be subject to alate payment charge equal to five percent (5%) of such payment. The late charge shall applyindividually to all payments past du, there will be no dailyadjustment, and it shall be used to defray the costs of Holder incident to collecting such late payment. This provision shallnot be deemed to excuse a late payment or be deemed a waiver of any other rights Holder mayhave,
 

 
including the right to declare the entire unpaid principal and interest immediately due andpayable.     All payments made under this Note may, at Borrower’s discretion, be applied first toprincipal, second to interest, and then to any late charges due hereunder, except that if anyadvances made by Holder due to the occurrence of an event of default hereunder or under the termsof any instrument securing the Note are not repaid on demand, any moneys received, at the optionof Holder, may first be applied to repay such advances and the balance, if any, shall be appliedon account of any installments then due.     Upon the occurrence of an event of default as described above and if the same is referred toan attorney for collection or any action at law or in equity is brought with respect hereto,Borrower shall pay Holder all reasonable expenses and costs of collection, including but notlimited to attorneys’ fees.     Borrower waives presentment for payment, protest and notice of nonpayment and dishonor. Fromtime to time, without affecting the obligations of Borrower under this Note and without givingnotice to or obtaining the consent of Borrower, and without liability on the part of Holder, Holdermay, at Holder’s option, extend the time for payment of sums due under this Note, reduce paymentsthereon, release anyone liable for the payment of any portion of the indebtedness evidenced by thisNote, accept a renewal of the Note, modify the terms and time of payment of the indebtednessevidenced by this Note, join in any extension or subordination agreement, release any securitygiven herefor and agree in writing with Borrower to modify the rate of interest or period ofamortization of this Note or change the amounts payable hereunder.     All agreements between Holder and Borrower are hereby expressly limited so that in nocontingency or event whatsoever, by reason of acceleration of maturity of the indebtednessevidenced hereby or otherwise, shall the amount paid or agreed to be paid to Holder for the use,forbearance, loaning or detention of the indebtedness evidenced hereby exceed the maximumpermissible under applicable law. If from any circumstances whatsoever, fulfillment of anyprovisions hereof or shall involve transcending the limit of validity prescribed by law, then theobligation to be fulfilled shall automatically be reduced to the limit of such validity and iffrom any circumstances Holder should ever receive as interest an amount which would exceed thehighest lawful rate, such amount which would be in excess of such highest lawful rate shall beapplied to the reduction of the Principal Balance evidenced hereby, to the payment of interest orreturned to Borrower, at the option of Holder. This provision shall control every other provisionof all agreements between Borrower and Holder and shall also be binding upon and available to anysubsequent holder or endorsee of this Note.     No delay or omission on the part of Holder in exercising any right hereunder shall operate asa waiver of such right or of any other remedy under this Note. A waiver on any one occasion shallnot be construed as a bar to or waiver of any such right or remedy on a futureoccasion.     The remedies of Holder, as provided herein, shall be cumulative and concurrent and may bepursued singularly, successively or together at the sole discretion of Holder and may be exercisedas often as the occasion therefor shall arise.
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     Holder warrants, represents and understands that Borrower has entered into negotiations withcertain owners of Borrower to obtain additional working capital through loans to the Borrower.Holder further warrants, represents and understands that the funds provided by Holder to Borrowerin connection with this Note will be placed by Borrower into an interest bearing Certificate ofDeposit held by Borrower with American Federal Bank of Crookston, Minnesota (the “Bank”) in theamount of Eight Hundred Thousand Dollars ($800,000) in the minimum (the “Minimum”) and One MillionSeven Hundred Fifty Thousand Dollars ($1,750,000) in the maximum (the “Maximum”). Holder furtherwarrants, represents and understands that if Borrower does not receive the Minimum amount ofloans, then all such funds provided by Holder to Borrower shall be returned to Holder and thisNote shall be cancelled.     Holder warrants, represents and understands that Borrower will use the funds provided byHolder and placed into an interest bearing Certificate of Deposit held by Borrower with the Bank tosecure a line of credit with the Bank up to the Maximum amount of loans. Holder further warrants,represents and understands that the President of Borrower, subject to approval by the three (3)member loan committee consisting of Larry Altringer, Gary Bridgeford and Leroy Reitmeier, isauthorized and directed to execute and further (a) to borrow from the Bank such amount or amountsof money as may be made available to the Borrower through the line of credit by the Bank; (b) toextend or renew the line of credit or any installment of principal or interest thereof; and (c) toenter into such other financing arrangements while this Note is in effect.     Holder warrants, represents and understands that the Borrower will enter into a securityagreement (the “Security Agreement”) with the Bank which grants the Bank a security interest inthe Certificate of Deposit held by the Borrower with the Bank and funded by the Holder and othercertain owners of Borrower. Holder further warrants, represents and understands that except forthe Bank’s security interest in the Certificate of Deposit held by Borrower with the Bank, andeach other Note issued by Borrower (which shall be on a pari passu basis with this Note) this Noteis superior to any and all other debts, liens and amounts owed of Borrower. Borrower hereby grantsa security interest in all of its assets to Borrower. Holder further warrants, represents andunderstands the funds provided to Borrower by Holder are at risk and that the Borrower cannot anddoes not guaranty repayment of this Note.     **IN WITNESS WHEREOF,**the undersigned has executed this Note as of the day andyear first above written.      **AGASSIZ ENERGY, LLC**