WITNESSETH:

                                    AMENDMENT
                                     to the
                Employment Agreement executed September 16, 1999
                                     between
                Xxxxx Xxxxxxx and Eagle Pacific Industries, Inc.


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into effective as of
this 15th day of December, 1999, by and between Xxxxx Xxxxxxx (the "Employee")
and Eagle Pacific Industries, Inc. ("Eagle").

                                   WITNESSETH:

         WHEREAS, Employee and Eagle are parties to that certain Employment
Agreement executed September 16, 1999 (the "Agreement").

         WHEREAS, the parties mutually desire to amend the Agreement effective
December 15, 1999 to take into account the resolutions adopted by Eagle's Board
of Directors at its special meeting on December 15, 1999.


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

         1. Section 3.b Annual Bonus of the Agreement shall be changed in its
entirety to read as follows:

         "The Employee and Eagle acknowledge that they are entering into this
         Agreement upon the consummation of Eagle's acquisition of Pacific
         Western Extruded Plastics Company ("PW Pipe"), and that the Employee is
         a former employee of PW Pipe. As such, for calendar year 1999 under the
         term of this Agreement, the Employee shall be entitled to a bonus equal
         to the bonus to which he would have been entitled under PW Pipe's bonus
         plan for the remainder of calendar year 1999, which shall be payable at
         such time and under such schedule as set forth under PW Pipe's bonus
         plan. For subsequent calendar years during the term of this Agreement,
         the Employee shall be entitled to participate in the Company's
         Performance Bonus Plan. PW Pipe's Performance Unit Payment incentive
         program ("PUP") has been terminated and nothing contained herein shall
         adversely impact the Employee's rights under the PUP that accrued prior
         to September 16, 1999."

         2. Except as amended herein, the Agreement shall remain in full force
and effect.

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

EAGLE PACIFICS INDUSTRIES, INC.



By:  /s/ Xxxxxxx X. Xxxxx                 /s/ Xxxxx Xxxxxxx
Its:  Chief Executive Officer             Xxxxx Xxxxxxx