EMPLOYMENT AGREEMENT



     AGREEMENT entered into this 1st day of January 2000 by and between David G.

Pocost (the "Employee") and Spartech Corporation, a Delaware corporation (the

"Employer").

                            WITNESSETH:

     WHEREAS, Employer desires to employ Employee, and Employee is willing to

accept such employment on the terms hereinafter set forth,

     NOW, THEREFORE, the parties agree as follows:

      1. Employment.  Employer hereby employs Employee and Employee agrees to

accept such employment on the terms and conditions hereinafter set forth.

      2. Term.  The term of this Agreement shall commence January 1, 2000 for a

term of three (3) years ending January 1, 2003 (Original Term), unless extended

by mutual consent of the parties hereto.

     It is the intent of the parties to negotiate a new contract to replace this

contract by December 31, 2001.  If the parties have not entered into a new three

(3) year contract by December 31, 2001, then it is understood this contract is

effectively terminated and an amount equivalent to the Base Salary plus the last

year's bonus shall become due and payable on demand of the Employee or

throughout the remaining year of the Original Term, at the sole discretion of

the Employee.  This amount should be in addition to any other benefits earned as

of that date.

      3. Duties.  Employer employs Employee to act in an executive capacity, as

Vice President of Engineering, Quality and MIS for Employer, on all aspects of

its business, as and when requested, and at such times and places as Employer

shall reasonably request, subject always to the control and direction of

Employer's Board of Directors.  During the term of this Agreement, Employee (a)

will serve Employer faithfully, diligently and to the best of his ability, and

(b) will devote his best efforts and his entire working time, attention and

skill to the performance of his duties hereunder and to promoting and furthering

the interests of Employer.  While he is so employed, Employee will not, without

the prior written consent of employer render any services to any other business

concern; provided, however, that nothing herein shall prevent Employee from (i)

engaging

in additional activities in connection with personal investments which do not

interfere or conflict with his duties hereunder, or (ii) making any investment

in any publicly traded company so long as such investment does not exceed one

percent of the outstanding securities of any class.

      4. Compensation.  Subject to periodic review for cost of living and/or

merit and other increases, Employer agrees to compensate Employee at the rate of

$155,000 annually (Base Salary).  Employer shall further advance or reimburse to

Employee such other monies as Employer determines for credit cards, costs and

other reasonable expenses incurred by Employee in the discharge of Employer's

instructions hereunder, and consistent with the necessities of the operation of

the business.  Employee may also participate in all stock option and stock

purchase plans, insurance, medical and other employee benefit programs currently

established and hereafter instituted by Employer which are generally available

to other employees of comparable position.  For the term of this Agreement,

Employer shall maintain term life insurance for Employee's designated

beneficiaries equivalent to $250,000.

      5. Bonuses.  Employee shall be eligible for an annual discretionary bonus

based upon his performance, and based upon the overall results of the Employer's

operations at the end of each year, paid in accordance with the terms and

conditions of Employer's Bonus Program.  Any such Bonus shall be subject to

approval by the CEO, and the Compensation Committee of the Board of Directors of

Employer.

      6. Non-Disclosure.  Employee acknowledges that as a result of his

employment by Employer he has acquired, and in the future, will use and acquire

knowledge and information utilized by Employer in its business which may not be

generally available to the public or to other persons in the plastics business

("Confidential Information"),including, without limitation, Employer's systems,

procedures, formulas, processes, confidential reports, lists of customers,

pricing structure, margins with respect to its products and similar information.

As a material inducement to Employer to enter into this Agreement and to pay

Employee the compensation set forth herein, Employee agrees that he will not, at

any time, directly or indirectly, divulge or disclose to any person, for any

purpose, any Confidential Information, except to those persons authorized by

Employer to receive Confidential Information and except for information which

becomes publicly available through no fault of Employee.

      7. Covenant Not To Compete; No Solicitation of Employees.  Employee agrees

as follows:

         (a) For as long as he is employed by Employer and for one year after

any termination of employment, Employee agrees that he will not, directly or

indirectly, except as a passive investor in publicly held companies in which he

has less than one percent interest, engage in, own or control any interest in or

act as director, officer or employee of, or consultant to, any firm or

corporation, directly or indirectly engaged, as these terms may be reasonably

construed, in a business substantially similar to that operated by Employer on

the date of termination, in the territories where Employer manufactures or

distributes its products.  If the Employee is terminated without cause pursuant

to Paragraph 12(a) hereof, the non-competition provisions of this Paragraph 7(a)

shall apply only so long as Employer continues to pay Employee his base salary.

         (b) Employee agrees that for one year after any termination of his

employment with Employer he will not, directly or indirectly, induce, or attempt

to induce, any of the employees of Employer to leave the employment of Employer,

or to employ any such employees within 90 days after any termination of their

employment with Employer.

      8. Inventions.  Employee acknowledges that all inventions, production

processes, techniques, programs, patents, discoveries, formulas and improvements

invented, discovered or learned by Employee during employment hereunder, and

relating to Employer's business, will be disclosed to Employer and will be the

sole property of Employer.

      Employee further acknowledges that information imparted to him by

Employer, relating to Employer's production and business methods, techniques,

customer lists, statistics, credit, customers and suppliers is secret and

confidential.  Therefore, Employee shall, upon termination of his employment

hereunder and as a prior condition to receiving final wages, return to Employer

all books, records and notes containing customer lists and addresses, all

duplicate invoices, all statements and correspondence pertaining to such

customers, and all information and documents (including all copies thereof)

relating to customers, their needs, products of Employer used by them, schedules

of discussions with them, all formulas, code books, price lists, products,

manuals and equipment, production or processing information or instructions,

data applicable to methods of manufacture, types, kinds, suppliers and costs of

raw materials, and all other information of confidential or secret nature

applicable to

Employer, its customers and the manner of conducting its business.  Employer

agrees, however, to provide Employee, upon request, with copies of whatever

documents he may reasonably require.  As a prior condition to his receiving

final wages, Employee, if requested, shall also execute an affidavit to the

effect that he has complied with the provisions in this Paragraph 8.

      The restraints on Employee, as set forth in this Paragraph 8, however,

shall not apply to those inventions for which no equipment, supplies, facility

or trade secret information of Employer was used and which was developed

entirely on Employee's own time and which does not relate to the business of the

Employer, to Employer's actual or demonstrably anticipated research or

development, or which did not result from any work performed by Employee for

Employer.

      9. Remedies.  By reason of the fact that irreparable harm would be

sustained by Employer if there is any breach by Employee of the provisions of

Paragraphs 6, 7 and 8 hereof, it is agreed that, in addition to any other rights

which Employer may have under this Agreement or at law or in equity, Employer

shall be entitled to apply to any court of competent jurisdiction for, and

obtain, injunctive relief against Employee or against any third party, in order

to prevent any breach or threatened breach of the provisions of such paragraph.

     10. Death During Employment.  If Employee should die during the term of

this Agreement, Employer's only obligation shall be to pay Employee's spouse, or

his estate if he has no spouse, his base monthly salary to the month in which

death occurs.

     11. Disability.  Employer, at its option, may terminate this Agreement upon

written notice to Employee if the Employee, because of physical or mental

incapacity or disability, fails in any material respect to perform the services

required of him hereunder for a continuous period of 120 days, or for shorter

periods aggregating 180 days or more in any consecutive period of 240 days.

Upon such termination, all obligations hereunder of the Employer shall cease.

     12. Termination.  Anything herein to the contrary notwithstanding, Employer

hall have the right to terminate this Agreement as follows:

         (a) Employer may terminate this Agreement without cause upon written

notice to Employee.  In the event of such termination, Employee will be entitled

to receive the unpaid portion of base salary for the remaining term of this

Agreement, paid out over the remaining term of this Agreement.

         (b) Employer may terminate this Agreement at any time for cause.

"Cause" as used herein shall mean dishonesty, theft, conviction of a felony,

drunkenness or a material breach of this Agreement.  "Cause" shall also include

the failure of Employee, within ten days after receipt of written notice thereof

from Employer, for any reason, to correct, cease or otherwise alter any failure

to comply with the lawful instructions of the corporation's Board of Directors

or other act or omission which, in the sole opinion of the Board of Directors,

will materially adversely affect Employer's business.  In the event of

termination for cause, Employer shall have no obligation to pay any compensation

except to the extent the Employee's base salary has been accrued but is unpaid

at the time of termination.

     13. Severability.  If any part of this Agreement is found to be void or

unenforceable for any reason, the remainder of this Agreement shall be severable

and may be enforced accordingly.

     14. Benefit.  This Agreement shall inure to the benefit of and be binding

upon Employee, his heirs, executors and administrators, and upon the Employer

and its successors, but this Agreement may not be assigned by either party

except by operation of law by a merger of the Employer into another corporation

or by Employer in connection with any sale of its business or parts thereof.

     15. Headings.  These headings have been inserted in this Agreement for

convenience only and shall not affect the interpretation hereof.

     16. Entire Agreement.  This Agreement contains the entire understanding of

the parties and may not be amended or changed except by an agreement in writing

signed by the parties.

     17. Notices.  Any notices required or permitted hereunder shall be

addressed to Employer at its principal office and to Employee at his address as

it appears in the records of the Employer, or at such other address as either

party may have furnished to the other for such purpose in writing.

     18. Applicable Law.  This Agreement has been entered into in, and shall be

construed under the laws of, the State of Missouri.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date

first above written.

                                   EMPLOYER:

                                   SPARTECH CORPORATION


                                   By: /s/Bradley B. Buechler
                                       Bradley B. Buechler
                                       Chairman, President and CEO


                                   EMPLOYEE:
                                   /s/ David G. Pocost
                                   David G. Pocost