EXHIBIT 10.24

                        CONSULTING AGREEMENT AND RELEASE


EFFECTIVE DATE:  January 1, 1997

PARTIES:

         Eagle Pacific Industries, Inc.                                 ("EPII")
         2430 Metropolitan Centre
         333 South 7th Street
         Minneapolis, Minnesota  55402

         Eagle Plastics, Inc.                                          ("Eagle")
         146 North Maple
         Hastings, Nebraska  68901

         Larry D. Schnase                                            ("Schnase")
         426 South Shore Drive
         Hastings, Nebraska  68901

RECITALS:

         A. Prior to the Effective Date hereof, Schnase was employed by EPII and
         its subsidiaries as an officer. The terms and conditions of Schnase's
         employment was set forth in that certain Restated Employment Agreement
         by and between Schnase and Eagle effective as of January 1, 1995 (the
         "Employment Agreement"). Schnase and Eagle are also all of the parties
         to that certain Deferred Compensation Agreement effective as of
         December 17, 1993 (the "Deferred Compensation Agreement").

         B. Schnase is a member of the Boards of Directors of EPII and its
         subsidiaries and is not resigning those positions.

         C. Schnase desires to terminate his employment with EPII and EPII
         desires to keep Schnase available to provide consulting services to
         EPII and its subsidiaries as specified herein.

AGREEMENT:

         The parties, each intending to be legally bound, agree as follows:

         1.       Resignation as Employee. Schnase hereby resigns as an officer
                  and employee of EPII and each of its subsidiaries, including
                  without limitation Eagle. The parties hereto agree that the
                  Employment Agreement is terminated and that all obligations of
                  the parties under the Employment Agreement are void.
                  Notwithstanding such termination of employment, the stock
                  option agreements by and between EPII and Schnase and between
                  Eagle and Schnase (the "Stock Option Agreements") and the
                  Deferred Compensation Agreement are hereby amended to provide
                  that so long as Schnase remains a consultant to EPII under the
                  terms of this Agreement or any successor to this Agreement, he
                  shall be deemed for the purposes of these Stock Option
                  Agreements and the Deferred Compensation Agreement to have
                  been an employee of EPII and Eagle. The Deferred Compensation
                  Agreement is further amended to provide that the amount of
                  seventy-five thousand dollars ($75,000) referred to in Article
                  1 thereof shall be increased at the rate of 7% per annum from
                  the date hereof to the date that the first payment is made
                  pursuant to Article 1 of the Deferred Compensation Agreement.

         2.       Release. For the purposes of this Section 2, EPII shall mean
                  EPII, its subsidiaries, successors and assigns, its affiliated
                  and predecessor companies, their successors and assigns, their
                  affiliated and predecessor companies and the present or former
                  directors, officers, employees, shareholders and agents of any
                  of them, whether in their individual or official capacities,
                  and the current and former trustees or administrators of any
                  pension or other benefit plan applicable to the employees or
                  former employees of EPII or its subsidiaries in their official
                  and individual capacities.

                  a. Notification of Rights Pursuant to the Federal Age
                  Discrimination in Employment Act, (29 U.S.C. (beta) 621 et
                  seq.) Schnase is hereby notified of his right to rescind the
                  release of claims with regard to his rights under the federal
                  Age Discrimination in Employment Act, 29 U.S.C. (beta) 621, et
                  seq. ("ADEA"), within seven (7) days after the signing of this
                  Consulting Agreement and Release. In order to be effective,
                  the rescission must be in writing and delivered to William H.
                  Spell at EPII at the address set forth above, by hand or mail.
                  If delivered by mail, the rescission must be postmarked within
                  the required period, properly addressed to William H. Spell,
                  as set forth above, and sent by certified mail, return receipt
                  requested. It is further understood that if Schnase rescinds
                  the release of claims, in accordance with this Section 2.a.
                  that this entire Consulting and Release Agreement is null and
                  void. Schnase agrees to repay any payments or benefits he
                  received under this Agreement prior to his rescission.

                  b. Acknowledgement of Reading and Understanding Consultation
                  With Counsel: Period to Consider Agreement. Schnase, by his
                  signature to this Agreement, acknowledges and agrees that he
                  has carefully read and understood all provisions of this
                  Agreement, and that he has entered into this Agreement
                  knowingly and voluntarily. Schnase further acknowledges that
                  EPII has advised him to consult with counsel prior to signing
                  this Agreement, and Schnase acknowledges that he has consulted
                  with or had the opportunity to consult with legal counsel.

                  c. Time to Consider. Schnase shall have at least twenty-one
                  (21) days to consider whether the terms of this Consulting
                  Agreement and Release are acceptable to him after he has
                  received a copy of this Consulting Agreement and Release, and
                  before he must sign this Consulting Agreement and Release.

                  d. Denial of Liability. EPII specifically denies any liability
                  to Schnase for any and all claims which could be or have been
                  asserted by Schnase against EPII and neither this Consulting
                  Agreement and Release, nor anything contained herein, shall be
                  construed as an admission by EPII of any liability of unlawful
                  conduct whatsoever.

                  e. Release. Schnase, for himself and his heirs, legal
                  representatives, estates and successors in interest, hereby
                  releases and forever discharges EPII of and from any and all
                  actions or causes of action, suits, debts, claims, complaints,
                  contracts, controversies, agreements, promises, damages,
                  claims for attorneys fees, judgments, costs, disbursements,
                  severance benefits, deferred compensation and demands
                  whatsoever, in law or entity, he ever had, now has, or shall
                  have as of the date of this Consulting Agreement and Release,
                  including, but not limited to, any alleged violation of any
                  federal, state or local law, regulation or ordinance
                  prohibiting discrimination or other unlawful activity on the
                  basis of race, color, creed, marital status, sex, age,
                  religion, national origin, handicap, sexual harassment,
                  disability or any other basis, or any alleged obligation
                  created by statute (including but not limited to any claims
                  under Title VII of the Civil Rights Act of 1964, as amended,
                  and the Age Discrimination in Employment Act) or by common law
                  contract or tort theory, that he ever had, now has or shall
                  have as of the date of this Consulting Agreement and Release;
                  provided, however, this release shall not include any and all
                  obligations which EPII has to Schnase under the Deferred
                  Compensation Agreement and the Stock Option Agreements.

                  f. Claims by Others. Schnase agrees to release and discharge
                  EPII not only from any and all claims which he could make on
                  his own behalf, but also those which may or could be brought
                  by any other person or organization in her behalf, and he
                  specifically waives any right to become, and promises not to
                  become, a member of any class in any proceeding or case in
                  which a claim or claims against EPII arise, in whole or in
                  part, from any event which occurred as of the date of this
                  Consulting Agreement and Release.

                  g. No Charges, Complaints or Actions. Schnase affirms that he
                  has not caused or permitted to be filed any charge, complaint
                  or action against EPII. In the event that there is outstanding
                  any such charge, complaint, or action, Schnase agrees to seek
                  its immediate withdrawal and dismissal with prejudice. In the
                  event that for any reason said charge, complaint, or action is
                  not withdrawn, Schnase agrees not to voluntarily testify,
                  provide documents, or otherwise participate, or to permit
                  others to voluntarily participate on his behalf, in any
                  investigation or litigation arising therefrom or associated
                  therewith and to execute such other papers or documents as
                  EPII's counsel determines may be necessary to have said
                  charge, complaint or action dismissed with prejudice.

                  h. Confidentiality. Schnase promises and agrees not to
                  disclose, either directly or indirectly, in any manner
                  whatsoever, any information of any kind regarding either (a)
                  the substance or the existence of any belief he or any other
                  person may have that EPII engaged in any unlawful or tortious
                  conduct towards him, or breached any contract, or (b) the
                  terms of this Consulting Agreement and Release, to any person
                  or organization, including, but not limited to,
                  representatives of local, state or federal agencies, members
                  of the press and media, present and former officers, employees
                  and agents of EPII, and other members of the public. In the
                  event of a breach by Schnase of the terms of this Section
                  2.h., EPII may commence an action at law for damages to pursue
                  its available legal or equitable remedies. In the event that
                  EPII takes steps to seek relief from an alleged breach of this
                  Section 2.h. all of the remaining provisions of this
                  Consulting Agreement and Release shall remain in full force
                  and effect. Notwithstanding anything in this Consulting
                  Agreement and Release to the contrary, nothing in this
                  Consulting Agreement and Release shall prohibit Schnase from
                  (i) discussing the consideration being provided him pursuant
                  thereto with his attorneys or tax advisors, (ii) discussing
                  the underlying dispute or the terms of this Consulting
                  Agreement and Release with his attorneys, his immediate family
                  members or his medical doctors, (iii) advising a governmental
                  taxing authority of the said consideration or of the existence
                  of this Consulting Agreement and Release, in response to a
                  question or questions posed by such taxing authority, (iv)
                  testifying pursuant to a court order or a subpoena issued by a
                  governmental agency, Court of law or their duly authorized
                  agent, which appears valid on its face, (v) revealing the
                  terms of this Consulting Agreement and Release as required by
                  and in accordance with any law, regulation or ordinance, or
                  Court order or proceeding, (vi) revealing the terms of this
                  Consulting Agreement and Release in order to enforce its
                  terms, or (vii) stating "the matter has been resolved and the
                  terms of the resolution are confidential" in response to an
                  inquiry.

         3.       Term. This Agreement shall commence as of the effective date
                  set forth above and shall remain in force until December 31,
                  1998, unless sooner terminated pursuant to the provisions of
                  Section 11 below.

         4.       Schnase's Duties. Schnase agrees to perform the following
                  duties at his own expense:

                  a. Consulting Services. Schnase shall consult with and advise
         EPII and its subsidiaries as to the operations of the business of EPII
         and its subsidiaries from time to time as requested by EPII.

                  b. Company Policies. Schnase shall abide by all policies of
         EPII as such policies may be amended from time to time by EPII.

                  c. Use of EPII's Name. Schnase shall not use the name of EPII
         or any of its subsidiaries or any other similar name or any trademark,
         tradename or service mark of EPII or its subsidiaries which may in any
         way result in confusion or lead a third party to believe that EPII and
         Schnase are not separate and distinct entities.

                  d. Noncompetition. During the term of this Agreement and for
         five (5) years thereafter, Schnase shall refrain from directly or
         indirectly developing, selling, promoting or brokering any items which
         are in competition with the products of EPII and its subsidiaries.
         Without limiting the generality of the foregoing sentence, this
         provision shall be deemed to be breached if Schnase acts as an
         employee, agent or consultant of, independent contractor, distributor
         or broker for, or shareholder, director, officer or owner of any
         capital interest in, any person or entity developing, manufacturing or
         selling such competitive items.

                  e. Laws and Regulations. Schnase shall conform to all
         applicable laws and regulations and to the highest business ethics in
         performing his obligations in accordance with the terms of this
         Agreement.

         5.       Schnase's Compensation.

                  a. Monthly Compensation. During the term of this Agreement,
                  EPII shall pay Schnase at the rate of ten thousand dollars
                  ($10,000) per month during 1997 and at the rate of eight
                  thousand three hundred thirty three dollars ($8,333) per month
                  during 1998. Such payments shall be made monthly in arrears
                  during the term of this Agreement.

                  b. EBITDA Bonus. During the term of this Agreement, Consultant
                  is eligible to earn a maximum EBITDA bonus of thirty thousand
                  dollars ($30,000) for 1997 and a maximum EBITDA bonus of
                  thirty thousand dollars ($30,000) for 1998. For 1997, Schnase
                  will earn a ten thousand dollar ($10,000) EBITDA bonus if the
                  earnings before interest, taxes, depreciation and amortization
                  for EPII ("EBITDA") are at least $6,500,000; an additional ten
                  thousand dollars ($10,000) if the EBITDA for 1997 is at least
                  $6,825,000 and the full thirty thousand dollar ($30,000)
                  EBITDA bonus for 1997 if the EBITDA for 1997 is at least
                  $7,150,000. The EBITDA levels for Schnase to earn his EBITDA
                  bonus for 1998 will be based on the same levels as the
                  officers of EPII who are eligible to receive EBITDA bonuses.

                  c. Expense Reimbursement. EPII will reimburse Schnase for any
                  reasonable and customary business expenses incurred by Schnase
                  in connection with the performance of his duties hereunder at
                  the request of EPII.

                  d. Directors' Fees and Options. During the term of this
                  Agreement, Schnase waives his rights to any fees or stock
                  options to which he might be entitled as a result of his being
                  a nonemployee director of EPII.

                  e. Life Insurance. Eagle will continue to pay the premiums on
                  Northwestern Mutual Life Policy #10154964 and Northwestern
                  Mutual Life Policy #10089934 on the life of Schnase (the
                  "Policies") through April 2, 1997. On April 2, 1997, Eagle
                  will assign and transfer its entire interest in the Policies
                  to Schnase solely as additional consideration for the services
                  rendered by Schnase hereunder.

                  f. Office Facilities. During the term of this Agreement, EPII
                  will provide Schnase with an office.

                  g. Health and Dental Insurance. During the term of this
                  Agreement, EPII will provide health and dental insurance
                  coverage to Schnase comparable to the health and dental
                  insurance coverage provided to the executive officers of EPII.

         6.       Nondisclosure of Confidential Information.

                  a. Definition. For purposes of this Agreement "Confidential
         Information" means any information or compilation of information, not
         generally known, which is proprietary to EPII and relates to EPII's
         existing or reasonably foreseeable business which is not readily
         disclosed by inspection of EPII's products, including, but not limited
         to, trade secrets, inventions and information contained in or relating
         to EPII's product designs, tolerances, manufacturing methods,
         processes, techniques, treatment or chemical composition of material,
         plant layout, tooling, marketing plans or proposals, and customer
         information. All information which EPII identifies as being
         "confidential" or "trade secret" shall be presumed to be Confidential
         Information. Confidential Information shall also include any
         confidential information of a parent, subsidiary or sister corporation
         of EPII and any information disclosed by a third party under contract
         with EPII which contract requires such disclosed information be kept
         confidential. Confidential Information shall not include information
         that is in or enters the public domain other than through a breach of
         confidentiality owed to EPII.

                  b. Nondisclosure. During the term of this Agreement and at all
         times thereafter, Schnase shall hold in strictest of confidence and
         will never disclose, furnish, transfer, communicate, make assessable to
         any person or use in any way Confidential Information for Schnase's own
         or another's benefit or permit the same to be used in competition with
         EPII, nor will Schnase accept any employment which would, by the nature
         of the position, inherently involve the use or disclosure by Schnase of
         Confidential Information. The term "any person" as used above includes
         any individual who does not have written authorization from EPII to
         have access to Confidential Information, including EPII employees and
         other EPII consultants. Schnase will refrain from such acts and
         omissions which would reduce the value of the Confidential Information
         to EPII.

         7.       Documents and Tangible Property. All tangible evidence of
                  Confidential Information, including, without limitation,
                  working models, records, drawings, manuals, books, blank
                  forms, documents, letters, memoranda, notes, notebooks,
                  reports, data, tables, calculations or copies thereof shall be
                  and remain the exclusive property of EPII, and Schnase agrees
                  to return all such tangible evidence of Confidential
                  Information to EPII upon termination of this Agreement or at
                  such earlier time as EPII may request.

         8.       Independent Contractor. Schnase acknowledges that he is an
                  independent contractor and is not and shall not be deemed to
                  be an employee, joint venturer, partner, franchisee or legal
                  representative of EPII for any purpose whatsoever.
                  Accordingly, Schnase shall be exclusively responsible for the
                  manner in which he performs, and for the profitability or lack
                  thereof of, his activities under this Agreement. Schnase does
                  not have, and shall not represent himself as having, any right
                  or authority to obligate or bind EPII in any manner
                  whatsoever.

         9.       Schnase's Name. Schnase consents to the use of Schnase's name
                  in appropriate EPII materials such as, but not limited to,
                  annual reports, proxy statements and filings with government
                  agencies.

         10.      No Conflicts. Schnase represents and warrants to EPII that
                  neither the entering into this Agreement nor the performance
                  of any of the Schnase's obligations hereunder will conflict
                  with or constitute a breach under any obligation of Schnase
                  under any agreement or contract to which Schnase is bound.
                  Without limiting the foregoing, Schnase agrees that at no time
                  will Schnase utilize any trade secrets of any third party.

         11.      Termination. This Agreement may be terminated prior to the end
                  of its term pursuant to any of the following provisions:

                  a. Mutual Agreement. By mutual agreement.

                  b. Default. By either party, effective immediately upon
         delivery of written notice to the other party, if the other party
         breaches any of its obligations under this Agreement; provided that if
         such breach is curable, such notice shall not be effective until the
         breaching party fails to correct such breach or default within a period
         of thirty (30) days after delivery of such written notice. If such
         breach is not curable, the Agreement shall terminate immediately upon
         delivery of such notice of breach.

                  c. Adverse Activity. By EPII effective immediately upon
         delivery of written notice (i) upon gross misconduct or insubordination
         on the part of Schnase, (ii) if Schnase is convicted of or enters a
         plea of guilty or nolo contendere to any felony or misdemeanor or the
         entry of final judgment in connection with any allegation of fraud,
         misrepresentation, misappropriation or any other intentional tort or
         statute violation, (iii) upon the sexual harassment of any employees of
         EPII or any of its subsidiaries, (iv) if Schnase takes any action which
         impairs the goodwill associated with EPII's trademark, trade name or
         service mark, or (v) if Schnase makes any unauthorized use or
         disclosure of any Confidential Information.

         12.      Obligations Upon Termination. Following termination of this
                  Agreement for any reason, the following provisions shall
                  apply:

                  a. Payment of Compensation. EPII's sole obligation to Schnase
         upon expiration or proper termination of this Agreement shall be to pay
         compensation determined in accordance with the provisions of Section 5
         hereof for services rendered prior to the expiration or termination of
         this Agreement and pursuant to the Deferred Compensation Agreement.
         Schnase hereby acknowledges that he has no right to and waives any such
         implied rights to any reimbursement for lost profits or income or any
         other loss, cost or expense resulting from expiration or termination of
         this Agreement in accordance with its terms.

                  b. Continuing Obligations. The provisions of Sections 1, 2,
         4.c. and d., 6, 7 and 9 herein shall survive the termination of this
         Agreement and shall continue in full force and effect.

         13.      General Provisions.

                  a. Severability and Interpretation. In the event that a
         provision of this Agreement is held invalid, the remaining provisions
         shall nonetheless be enforced in accordance with their terms. Further,
         in the event that any provision is held to be overbroad as written,
         such provision shall be deemed amended to narrow its application to the
         extent necessary to make the provision enforceable according to
         applicable law and shall be enforced as amended.

                  b. Notices. Any notice required or permitted to be given under
         this Agreement shall be deemed effective when received if delivered by
         hand, telecopy, telex or telegram or three (3) days after depositing if
         placed in the U.S. mail for delivery by registered or certified mail,
         return receipt requested, postage prepaid and addressed to the
         appropriate party at the address set forth on the first page of this
         Agreement. Such addresses may be changed by giving written notice to
         the other party of such different address pursuant to the provisions of
         this section.

                  c. Nonassignment. Schnase shall not assign, transfer or sell
         all or any part of his rights or obligations hereunder without the
         prior written consent of EPII. This Agreement shall be binding upon and
         inure to the benefit of any successor or assignee of EPII and Eagle and
         of any permitted successors and assigns of Schnase as provided above.

                  d. Controlling Law and Arbitration. This Agreement shall be
         governed by and construed in accordance with the law of the State of
         Minnesota without regard to the conflicts of laws and rules thereof.
         All disputes, controversies or differences arising out of or in
         connection with this Agreement or the making thereof, including claims
         of fraud in the inducement, which cannot be settled by mutual agreement
         shall be finally settled by binding arbitration pursuant to the Rules
         of Commercial Arbitration of the American Arbitration Association then
         in effect, except as specified herein and judgment upon the award
         rendered by the arbitrator may be entered in any court having
         jurisdiction thereof. Any arbitration hereunder shall be held in
         Minneapolis, Minnesota. The arbitration shall be conducted by a single
         arbitrator selected by the parties. The arbitrator shall be a retired
         state or federal judge or an attorney who has practiced business
         litigation for at least 10 years. In the event that the parties are
         unable to agree on an arbitrator, the arbitrator shall be selected by
         the American Arbitration Association. The hearings shall be conducted
         on an expedited schedule. They shall commence no later than 20 days
         after initiation of proceedings and shall be completed within 20 days,
         and the arbitrator shall make the award within 20 days of the close of
         the hearings. The arbitrator shall have the authority to award any
         remedy or relief that a court of the State of Minnesota could order or
         grant, including, without limitation, equitable remedies, specific
         performance of any obligation created under this Agreement, the
         awarding of punitive damages, the issuance of an injunction or the
         imposition of sanctions for abuse or frustration of the arbitration
         process.

                  e. Entire Agreement. This Agreement constitutes the entire
         Agreement between the parties and supersedes any and all prior and
         contemporaneous oral or written understandings between the parties
         relating to the subject matter hereof, except for the Stock Option
         Agreements and Deferred Compensation Agreement referred to herein.

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date
                  indicated but effective as of January 1, 1997.



January ___, 1997                           ___________________________________
                                                     Larry D. Schnase

STATE OF NEBRASKA      )
                       ) ss:
COUNTY OF              )


         I           , a Notary Public, do hereby certify that Larry D. Schnase,
personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged
that he signed and delivered the said instrument as his free and voluntary act,
for the uses and purposes therein set forth.

         Given under my hand and official seal this _____ day of January, 1997.



                                              NOTARY PUBLIC
My Commission Expires:


Date





January ___, 1997                    Eagle Pacific Industries, Inc.


                                         ___________________________________
                                               William H. Spell, CEO


STATE OF MINNESOTA         )
                           )ss:
COUNTY OF HENNEPIN         )


         Before me, a notary public for and within the county of Hennepin, State
of Minnesota, this day of January 1997 personally appeared William H. Spell, to
me known, and, who after being first duly sworn deposed and stated that he is
the Chief Executive Officer of Eagle Pacific Industries, Inc., and that he is
duly authorized by Eagle Pacific Industries, Inc., to execute and acknowledge
the foregoing Consulting Agreement and Release and that said William H. Spell
did acknowledge to me that he executed the same as his own free act and deed on
behalf of Eagle Pacific Industries, Inc.

         Given under my hand and official seal this _____ day of January, 1997.



                                                     NOTARY PUBLIC


My Commission Expires:


Date





January ___, 1997                    Eagle Plastics, Inc.


                                         ___________________________________
                                                William H. Spell, CEO


STATE OF MINNESOTA         )
                           )ss:
COUNTY OF HENNEPIN         )


         Before me, a notary public for and within the county of Hennepin, State
of Minnesota, this day of January 1997 personally appeared William H. Spell, to
me known, and, who after being first duly sworn deposed and stated that he is
the Chief Executive Officer of Eagle Plastics, Inc., and that he is duly
authorized by Eagle Plastics, Inc., to execute and acknowledge the foregoing
Consulting Agreement and Release and that said William H. Spell did acknowledge
to me that he executed the same as his own free act and deed on behalf of Eagle
Plastics, Inc.

         Given under my hand and official seal this _____ day of January, 1997.



                                                     NOTARY PUBLIC


My Commission Expires:


Date