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                                                                    Exhibit 10.2

                               FOURTH AMENDMENT TO
                           THIRD AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT
                           ---------------------------

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
("Fourth Amendment") is made as of the 15th day of September, 2003 by and among
PW Eagle, Inc., a Minnesota corporation ("Borrower"), the lenders who are
signatories hereto ("Lenders"), and Fleet Capital Corporation, a Rhode Island
corporation ("FCC"), as agent for Lenders hereunder (FCC, in such capacity,
being "Agent").

                              W I T N E S S E T H:
                              - - - - - - - - - -

WHEREAS, Borrower, Agent and Lenders entered into a certain Third Amended and
Restated Loan and Security Agreement dated as of September 30, 2002 as amended
by a certain First Amendment to Third Amended and Restated Loan and Security
Agreement dated as of February 4, 2003 by and among Borrowers, Lenders and
Agent, by a certain Second Amendment to Third Amended and Restated Loan and
Security Agreement dated as of May 30, 2003 by and among Borrower, Lenders and
Agent and by a certain Third Amendment to Third Amended and Restated Loan and
Security Agreement dated as of August 7, 2003 by and among Borrower, Lenders and
Agent (said Third Amended and Restated Loan and Security Agreement, as so
amended, is hereinafter referred to as the "Loan Agreement"); and
WHEREAS, Borrower desires to amend and modify certain provisions of the Loan
Agreement and, subject to the terms hereof, Agent and Lenders are willing to
agree to such amendments and modifications;

NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements herein contained, and any extension of credit heretofore, now or
hereafter made by Agent and Lenders to Borrowers, the parties hereto hereby
agree as follows:

     1.   Definitions. All capitalized terms used herein without definition
shall have the meaning given to them in the Loan Agreement.

     2.   Consent to Phoenix, Arizona Real Property Sale. In reliance upon and
subject to the accuracy of the representations set forth in this Fourth
Amendment, upon the "Fourth Amendment Effective Date" (as defined in Section 9
of this Fourth Amendment), Majority Lenders hereby consent to the sale by
Borrower of the real Property, facility, and fixtures located at Phoenix,
Arizona (the "Phoenix Sale"); provided, that (i) the aggregate net cash proceeds
to Borrower received in respect of the Phoenix Sale shall be at least
$2,300,000, (ii) Borrower shall pay the entire net cash proceeds to Agent for
prepayment of the Term Loan as provided in subsection 3.3.1 of the Loan
Agreement, (iii) the Phoenix Sale shall be a bona fide arm's length transaction,
(iv) the documentation in respect of the Phoenix Sale shall be reasonably
satisfactory in all material respects to Agent (it being agreed that the
Purchase Agreement dated July 24, 2003 between Borrower and MGP Corp. Managing
General Partners is satisfactory), and (v) if the Phoenix Sale is not
consummated within 90 days after the date hereof, then this Fourth Amendment
shall be null and void ab initio.

     3.   Compliance Certificate. The last paragraph of subsection 8.1.3 is
hereby deleted and the following is inserted in its stead:

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                                      * * *

          "Concurrently with the delivery of the financial statements described
     in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a
     copy of the accountants' letter to Borrower's management that is prepared
     in connection with such financial statements and also shall cause to be
     prepared and shall furnish to Agent a certificate of the aforesaid
     certified public accountants certifying to Agent that, based upon their
     examination of the financial statements of Borrower and its Subsidiaries
     performed in connection with their examination of said financial
     statements, they are not aware of any Default or Event of Default, or, if
     they are aware of such Default or Event of Default, specifying the nature
     thereof. Concurrently with the delivery of (x) the financial statements
     described in paragraph (i) of this subsection 8.1.3 and (y) the financial
     statements described in (ii) of this subsection 8.1.3 for the months of
     March, June, September and December, or more frequently if reasonably
     requested by Agent, Borrower shall cause to be prepared and furnished to
     Agent a Compliance Certificate in the form of Exhibit 8.1.3 hereto executed
     by the Chief Financial Officer of Borrower (a "Compliance Certificate")."

     4.   Miscellaneous.

          (a)  This Fourth Amendment is limited as specified and shall not
constitute an amendment, modification or waiver of any other provision of
the Loan Agreement or any other Loan Document.

          (b)  This Fourth Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument.

     5.   Continuing Effect. Except as otherwise specifically set out herein,
the provisions of the Loan Agreement shall remain in full force and effect.

                            (Signature Page Follows)


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                     (Signature Page to Fourth Amendment to
             Third Amended and Restated Loan and Security Agreement)

IN WITNESS WHEREOF, this Fourth Amendment has been duly executed as of the day
and year specified at the beginning hereof.

                                        PW EAGLE, INC., ("Borrower")


                                        By: /s/ Dobson West
                                           -------------------------------------
                                           Name: Dobson West
                                                --------------------------------
                                           Title: CAO
                                                 -------------------------------


                                        FLEET CAPITAL CORPORATION, as
                                        Agent and as a Lender


                                        By: /s/ Brian Conole
                                           -------------------------------------
                                           Name: Brian Conole
                                                --------------------------------
                                           Title: Senior VP
                                                 -------------------------------


                                        THE CIT GROUP/BUSINESS CREDIT,
                                        INC., as Lender


                                        By: /s/ Jack A. Myers
                                           -------------------------------------
                                           Name: Jack A. Myers
                                                --------------------------------
                                           Title: VP
                                                 -------------------------------


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