SECOND AMENDMENT to the Employment Agreement executed September 16, 1999 between Roger Robb and Eagle Pacific Industries, Inc.

Exhibit 10.4

SECOND AMENDMENT
to the
Employment Agreement executed September 16, 1999
between
Roger Robb and Eagle Pacific Industries, Inc.

              THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into effective as of August 20, 2001, by and between Roger Robb (the “Employee”) and PW Eagle, Inc., f/k/a Eagle Pacific Industries, Inc. (“Eagle”).

WITNESSETH:

              WHEREAS, Employee and Eagle are parties to that certain Employment Agreement executed September 16, 1999, as amended December 15, 1999 (the “Agreement”).

              WHEREAS, the parties mutually desire to amend the Agreement effective August 20, 2001 to take into account the resolutions adopted by Eagle’s Board of Directors at its meeting on such date.

              NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, and for other good and valuable consideration, the parties agree as follows:

              IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Employment Agreement effective as of the date first written above.