Exhibit 10.34



POST-CLOSING AGREEMENT



October 25, 2004



Fleet Capital Corporation, Agent

One South Wacker Drive, Suite 3400

Chicago, Illinois 60606



| | Re: | Fourth Amended and Restated Loan and Security Agreement
| | --- | -------------------------------------------------------



Gentlemen:



Reference is made to that certain Fourth Amended and Restated Loan and Security Agreement dated October 25, 2004 by and among PW Eagle, Inc., a Minnesota corporation (Borrower), the lender signatories
thereto (Lenders) and Fleet Capital Corporation (FCC), individually as a Lender and as agent for said Lenders (FCC in such capacity, Agent). Said Fourth Amended and Restated Loan and Security Agreement, as
modified or amended from time to time, is hereinafter referred to as the Loan Agreement. Capitalized terms used herein without definition shall have the meanings contained in the Loan Agreement.



In order to induce Agent and Lenders to enter into the Loan Agreement,
Borrower agrees as follows:



1. Deliver to
Agent within thirty (30) days of the Closing Date evidence reasonably acceptable to Agent that the certificate of merger of Extrusion Technologies, Inc. with and into PW Eagle, Inc. has been filed in the United States Patent and Trademark Office for
the Patents and Trademarks owned by Extrusion Technologies, Inc. and that all license agreements of Extrusion Technologies, Inc. have been assigned to PW Eagle, Inc.;



2. Deliver to Agent within fourteen (14) days of the Closing Date copies of cancelled 1999 Subordinated
Notes;



3. Use commercially reasonable best
efforts to deliver to Agent (unless previously delivered) within thirty (30) days of the Closing Date duly executed Landlord Waivers, in form and substance acceptable to Agent from the landlords at the following locations:



(i) 7800 S. Elati Street, Suite 220, Littleton, Colorado
80120;



(ii) 101 East Avenue M, Conroe, Texas
77302; and



(iii) 2130 Port of Tacoma Road,
Tacoma Washington 98421; and





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4. Use commercially reasonable best efforts to deliver to Agent within thirty (30) days
of the Closing Date duly executed Landlord Waivers from PW Poly and PW Polys lessor, in form and substance acceptable to Agent, for 140 Chestnut, Hastings, Nebraska 68902, and copies of the lease agreements entered into in connection
therewith.



Borrower hereby agrees that the failure to deliver
to Agent and/or complete the foregoing within the time periods specified herein shall constitute an Event of Default under the Loan Agreement and Agent will be entitled to exercise all rights and remedies provided for thereunder.



[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]



(Signature Page Follows)





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Post-Closing Agreement
Signature Page



Except as otherwise provided for
herein, the terms and conditions of the Fourth Amended and Restated Loan and Security Agreement remain in full force and effect.



PW EAGLE, INC., a Minnesota corporationBy:

/s/ Dobson WestName:

Dobson WestTitle:

Secretary






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Post-Closing Agreement
Signature Page



Agreed and accepted as of the date hereof.



|                                    |  |                      
|----------------------------------- |  | ---------------------
|FLEET CAPITAL CORPORATION, as Agent
|                                    | 
|By:                                 |  | /s/ Brian Conole     
|Name:                               |  | Brian Conole         
|Title:                              |  | Senior Vice President