EXHIBIT 10.17
                               AMENDMENT AGREEMENT


         This AMENDMENT AGREEMENT ("Agreement") is made and entered into as of
May 10, 1996 by and between WILLIAM BLAIR MEZZANINE CAPITAL FUND, L.P., an
Illinois limited partnership ("Blair"); and EAGLE PLASTICS, INC., a Nebraska
corporation ("Eagle"), PACIFIC PLASTICS, INC., an Oregon corporation
("Pacific"), ARROW PACIFIC PLASTICS, INC., a Utah corporation ("Arrow"), and
EAGLE PACIFIC INDUSTRIES, INC., a Minnesota corporation ("EPII") (Eagle,
Pacific, Arrow and EPII are sometimes referred to herein collectively as the
"Company").


         R E C I T A L S

         A.       Pursuant to that certain Plan of Recapitalization dated as of
                  March 16, 1995 by and among Blair, Eagle and EPII (f/k/a Black
                  Hawk Holdings, Inc.), (1) the parties entered into a Debenture
                  Acquisition Agreement of even date therewith (the "Debenture
                  Acquisition Agreement"), (2) Blair was issued (a) a senior
                  subordinated debenture of Eagle having a principal amount of
                  $7,500,000 (the "Debenture"), the obligations of which were
                  guaranteed by EPII pursuant to a guarantee of even date
                  therewith from EPII (the "Guarantee"), (b) a warrant to
                  purchase 100,000 shares of the common stock of EPII at $3.00
                  per share (the "Warrant") and (c) 210,000 shares of the common
                  stock of EPII and (3) Blair was granted, among other things,
                  the right to receive certain cash payments, $970,000 of which
                  remains outstanding and is due to be paid on or before
                  September 1, 1996 (the "Deferred Cash Payment").

         B.       As an inducement for Blair's consent to a refinancing of the
                  Company's senior indebtedness by Fleet Capital Corporation
                  (the "New Senior Lender") to be consummated on the date
                  hereof, the parties hereto desire to amend selected terms of
                  the Debenture Acquisition Agreement and the Debenture in
                  exchange for certain financial accommodations to Blair
                  (including, without limitation, the prepayment of the Deferred
                  Cash Payment and a partial prepayment of amounts due under the
                  Debenture), all as hereinafter set forth.


         A G R E E M E N T S

         NOW, THEREFORE, in consideration of the agreements set forth herein,
                  and other good and valuable consideration, the receipt and
                  sufficiency of which is hereby acknowledged, the parties
                  hereto agree as follows:

         1.       Incorporation of Recitals. The foregoing recitals are
                  incorporated herein by reference and made a part of this
                  Agreement.

         2.       Amendment of the Debenture Acquisition Agreement and the
                  Debenture. Subject to the Company's performance of its
                  obligations to Blair hereunder on the date hereof, Blair
                  hereby consents to the consummation of the refinancing
                  transaction contemplated by that certain Loan and Security
                  Agreement of even date herewith (the "Credit Agreement") by
                  and between the New Senior Lender and the Company. To
                  facilitate the consummation of such transaction, the parties
                  hereto agree to amend the terms of the Debenture Acquisition
                  Agreement and the Debenture as follows:

                  (a)      The Debenture Acquisition Agreement shall be amended
                           as follows:

                           (i) The following (and only the following)
                  definitions contained in Section 1.1 of the Debenture
                  Acquisition Agreement shall be deleted in their entirety and
                  replaced with the following:

                                    "New Guarantee shall mean (a) the guarantee
                           dated as of March 16, 1995, executed by one of the
                           Guarantors in favor of Purchaser in the form of
                           Exhibit D hereto, and (b) the guarantee dated as of
                           May 10, 1996, executed by the other Guarantors in
                           favor of Purchaser.

                                    Purchase Agreement shall mean (a) that
                           certain agreement dated September 16, 1993 among
                           Acquisition Corp., Eagle Pacific Industries, Inc.
                           and, prior to the merger, Eagle Plastics,
                           Incorporated, and the individual sellers named
                           therein, and (b) exclusively for purposes of Section
                           5.1(q) and 5.2(v) hereof, any other agreement
                           hereafter entered into by Borrower or any Guarantor
                           (with Purchaser's prior consent, as applicable,
                           hereunder) to acquire any interest in any business
                           (whether by a purchase of assets, purchase of stock,
                           merger or otherwise) or enter into any joint venture
                           with any Person.

                                    Registration Rights Agreement shall mean the
                           registration rights agreement between Eagle Pacific
                           Industries, Inc. and Purchaser of even date herewith
                           in the form of Exhibit E hereto, as hereafter amended
                           from time to time.

                                    Related Transactions Documents shall mean
                           the Plan of Recapitalization, this Agreement, the
                           Senior Subordinated Debenture, the New Guarantee, the
                           Registration Rights Agreement, the Common Stock
                           Warrant, the Subordinated Loan Documents, the
                           Purchase Agreement, the Senior Loan Agreement and any
                           and all other documents, agreements, certificates and
                           instruments executed or delivered to Purchaser in
                           connection herewith or therewith (including, without
                           limitation, any amendments or modifications thereto).

                                    Restricted Investments shall mean all
                           Investments in any Person or in any property, except
                           (a) Investments in one or more subsidiaries of a
                           Guarantor to the extent existing on May 10, 1996, (b)
                           Investments constituting Senior Indebtedness, (c)
                           Investments that constitute loans or advances (which
                           are permitted by the terms of the Senior Loan
                           Agreement) by Borrower to any Guarantor or by any
                           Guarantor to Borrower or any other Guarantor, (d)
                           Investments resulting from the acquisition of shares
                           of capital stock in Borrower by Eagle Pacific
                           Industries, Inc. pursuant to that certain Eagle Stock
                           Agreement dated December 17, 1993 by and among Eagle
                           Pacific Industries, Inc. (f/k/a Black Hawk Holdings,
                           Inc.), Borrower, Larry D. Schnase, George Peter Konen
                           and David Schnase (the "Eagle Stock Agreement") as in
                           effect on May 10, 1996, (e) property acquired for the
                           business use of Borrower or any Guarantor and not for
                           investment in other businesses, (f) current assets
                           arising from the purchase or sale of goods and
                           services in the ordinary course of business, (g)
                           securities issued or fully guaranteed or insured by
                           the United States of America or any agency thereof
                           (supported by the full faith and credit of the United
                           States of America) and maturing within one year, (h)
                           time deposits and certificates of deposits of a
                           commercial bank organized under the laws of the
                           United States of America having capital and surplus
                           in excess of $100,000,000 (or up to the Federal
                           Deposit Insurance Corporation's insured amount) and
                           maturing within one year, (i) commercial paper of any
                           United States' corporation rated at least A-1 by
                           Standard & Poor's Corporation or at least P-1 by
                           Moody's Investors Service, Inc. and maturing within
                           one year, and (j) Investments in money market funds
                           substantially all of whose assets are comprised of
                           securities of the type described in (g) through (i)
                           above.

                                    Senior Indebtedness shall mean any and all
                           obligations, indebtedness and liabilities now or
                           hereafter owing or due from Borrower and Guarantors
                           to Senior Lender under the Senior Loan Agreement;
                           provided, however, that Senior Indebtedness shall not
                           include:

                                            (a) increases in the principal
                                    amount of the indebtedness of Borrower to
                                    Senior Lender in excess of Twenty-Eight
                                    Million Seven Hundred Fifty Thousand Dollars
                                    ($28,750,000) minus all principal payments
                                    made in respect of the Term Loan (as defined
                                    in the Senior Loan Agreement);

                                            (b) increases in the portion of
                                    interest that accrues in respect of the
                                    indebtedness of Borrower to the Senior
                                    Lender at a rate in excess of the otherwise
                                    applicable interest rate (or default rate)
                                    (including any adjustable rate or rate to be
                                    reset pursuant to the terms of the Senior
                                    Loan Agreement) provided for under the
                                    Senior Loan Agreement as in effect on May
                                    10, 1996; or

                                            (c) increases in the fees, charges
                                    or expenses (regardless of when incurred)
                                    provided for under the Senior Loan Agreement
                                    as in effect on May 10, 1996, which
                                    increases exceed in the aggregate Two
                                    Hundred Fifty Thousand Dollars ($250,000).

                                    Senior Lender shall mean Fleet Capital
                           Corporation or any successor thereto.

                                    Senior Loan Agreement shall mean the Loan
                           and Security Agreement dated May 10, 1996 by and
                           between Senior Lender, Borrower and Guarantors. The
                           Senior Loan Agreement shall include all other
                           documents, agreements, certificates and instruments
                           attached thereto, referred to therein or delivered in
                           connection therewith as any or all of the foregoing
                           may be supplemented or amended from time to time in
                           accordance with the provisions hereof."

                           (ii) Section 2.2 of the Debenture Acquisition
                  Agreement shall be deleted in its entirety and replaced with
                  the following:

                                    "Subject to Section 2.4 hereof, on May 10,
                           1999, Borrower shall repay the principal amount of
                           the Senior Subordinated Debenture in full, together
                           with all Fixed Interest."

                           (iii) The following sentence shall be inserted at the
                  end of Section 2.4(c):

                           "In connection with any prepayments, Purchaser shall,
                           and is hereby authorized by Borrower to, endorse on
                           the schedules annexed to the Senior Subordinated
                           Debenture appropriate notations regarding the Senior
                           Subordinated Debenture as specifically provided
                           therein, which notations shall be presumed correct
                           until the contrary is established."

                           (iv) Sections 5.1(i), 5.1(j) and 5.2(t) of the
                  Debenture Acquisition Agreement shall be deleted in their
                  entirety.

                           (v) The following shall be inserted at the end of
                  Section 5.1 of the Debenture Acquisition Agreement as new
                  subsections (t) through (v) thereof:

                                    "(t) Consolidated Adjusted Tangible Net
                           Worth. Borrower and Guarantors shall maintain at all
                           times within each of the following periods, a
                           Consolidated Adjustable Tangible Net Worth (as
                           defined in the Senior Loan Agreement) of not less
                           than the amount shown below for the period
                           corresponding thereto:

                                 Period                             Amount
                                 ------                             ------

                                 June 30, 1996 through and          ($1,200,000)
                                 including September 29, 1996

                                 September 30, 1996 through and     ($300,000)
                                 including December 30, 1996

                                 December 31, 1996 through and      $0
                                 including March 30, 1997

                                 March 31, 1997 through and         $100,000
                                 including June 29, 1997

                                 June 30, 1997 through and          $1,100,000
                                 including September 29, 1997

                                 September 30, 1997 through and     $2,000,000
                                 including December 30, 1997

                                 December 31, 1997 through and      $2,300,000
                                 including March 30, 1998

                                 March 31, 1998 through and         $2,400,000
                                 including June 29, 1998

                                 June 30, 1998 through and          $3,400,000
                                 including September 29, 1998

                                 September 30, 1998 through and     $4,300,000
                                 including December 30, 1998

                                 December 31, 1998 through and      $4,600,000
                                 including March 30, 1999

                                 March 31, 1999 through and         $4,700,000
                                 including each fiscal quarter
                                 thereafter

                                    (u) Consolidated Net Cash Flow. Borrower and
                           Guarantors shall achieve Consolidated Net Cash Flow
                           (as defined in the Senior Loan Agreement) for each of
                           the periods listed below equal to or greater than the
                           amount set forth opposite such period:

                                 Period                             Amount
                                 ------                             ------

                                 January 1, 1996 through and        $135,000
                                 including June 30, 1996

                                 January 1, 1996 through and        $585,000
                                 including September 30, 1996

                                 January 1, 1996 through and        $450,000
                                 including December 31, 1996

                                 January 1, 1997 through and        ($550,000)
                                 including March 31, 1997

                                 January 1, 1997 through and        $135,000
                                 including June 30, 1997

                                 January 1, 1997 through and        $585,000
                                 including September 30, 1997

                                 January 1, 1997 through and        $450,000
                                 including December 31, 1997

                                 January 1, 1998 through and        ($550,000)
                                 including March 31, 1998

                                 January 1, 1998 through and        $135,000
                                 including June 30, 1998

                                 January 1, 1998 through and        $585,000
                                 including September 30, 1998

                                 January 1, 1998 through and        $450,000
                                 including December 31, 1998

                                 January 1, 1999 through and        ($550,000)
                                 including March 31, 1999

                                    (v) Senior Interest Coverage Ratio. Borrower
                           and Guarantors shall achieve, at the end of each
                           fiscal quarter within the term hereof, a Senior
                           Interest Coverage Ratio (as defined in the Senior
                           Loan Agreement) equal to or greater than the ratio
                           shown below for the quarter corresponding thereto:

                                    Fiscal Quarter Ending        Ratio
                                    ---------------------        -----

                                    March 31                     1.45 to 1
                                    June 30                      3.15 to 1
                                    September 30                 4.05 to 1
                                    December 31                  2.15 to 1"


                           (vi) The following shall be inserted at the end of
                  Section 5.2(a) of the Debenture Acquisition Agreement as new
                  subsections (iv) through (viii) thereof:

                                    "(iv) Indebtedness for assets purchased
                           which is secured by a purchase money lien and which,
                           when aggregated with the principal amount of all
                           other such Indebtedness and Capitalized Lease
                           Obligations at the time outstanding, does not exceed
                           (i) $1,250,000 until the capitalized leases listed on
                           Exhibit K to the Senior Loan Agreement are retired
                           and (ii) $400,000 thereafter;

                                    (v) Indebtedness outstanding under that
                           certain Redevelopment Contract between the City of
                           Hastings, Nebraska, and Guarantor, and related
                           promissory notes as in effect on May 10, 1996;

                                    (vi) Indebtedness incurred in connection
                           with the acquisition of approximately 30 acres of
                           vacant land in Hembree, Oregon, in a principal amount
                           not to exceed $103,000;

                                    (vii) Indebtedness outstanding under that
                           certain Promissory Note and Stock Pledge Agreement
                           dated as of July 10, 1995 between Eagle Pacific
                           Industries, Inc., Pacific Acquisition Corp., Pacific
                           Plastics, Inc. and the selling shareholder
                           signatories thereto, as in effect on May 10, 1996;
                           and

                                    (viii) Indebtedness not included in
                           subsections (i) through (vii) above which does not
                           exceed at any time, in the aggregate, the sum of
                           $250,000."

                           (vii) The clause "its fiscal year does not exceed
                  $175,000" at the end of Section 5.2(d) of the Debenture
                  Acquisition Agreement shall be deleted and replaced with "any
                  current or future period of 12 consecutive months does not
                  exceed $500,000".

                           (viii) The first two sentences of Section 5.2(g) of
                  the Debenture Acquisition Agreement shall be deleted in their
                  entirety and replaced with the following:

                                    "Neither Borrower nor any Guarantor shall
                           directly or indirectly (i) declare or pay any
                           Dividends on its capital stock, (ii) make or incur
                           any liability to make any Stock Purchase or (iii)
                           make any Restricted Investments. Notwithstanding the
                           foregoing and provided that, in any of the following
                           cases, no Event of Default has then occurred and is
                           continuing or would result from the taking of such
                           action, Borrower and/or Guarantor may: (A) pay up to
                           $195,000 in annual Dividends on Eagle Pacific
                           Industries, Inc.'s convertible preferred stock
                           outstanding on May 10, 1996 (the "EPII Preferred"),
                           until such time as the EPII Preferred is converted as
                           provided herein; (B) convert all or a portion of the
                           shares of EPII Preferred into common stock of Eagle
                           Pacific Industries, Inc. at a conversion price which
                           is not less than $1.75 per share; and (C) acquire the
                           shares of capital stock of Borrower held by Larry D.
                           Schnase and George Peter Konen as of May 10, 1996
                           pursuant to the Eagle Stock Agreement as in effect on
                           May 10, 1996, provided that the aggregate purchase
                           price for such shares does not exceed (x) $575,000
                           for the calendar year ending December 31, 1996, and
                           (y) the lesser of (1) the purchase price per share of
                           such common stock multiplied by 157,000 shares, or
                           (2) $1,000,000, for each calendar year ending
                           December 31, 1997 and December 31, 1998."

                           (ix) The following paragraph shall be inserted at the
                  end of Section 5.2 of the Debenture Acquisition Agreement as
                  Section 5.2(w) thereof:

                                    "(w) Capital Expenditures. Neither Borrower
                           nor any Guarantor shall, unless otherwise consented
                           to by Purchaser in writing, make Capital Expenditures
                           (as defined in the Senior Loan Agreement) which, in
                           the aggregate, as to Borrower and Guarantors during
                           any fiscal year of Borrower, exceeds the amount set
                           forth opposite such fiscal year in the following
                           schedule:

                           Fiscal Year Ending            Capital Expenditure
                           ------------------            -------------------

                           December 31, 1996             $2,850,000
                           December 31, 1997             $1,650,000
                           December 31, 1998 and
                           each subsequent fiscal year   $1,650,000"

                           (x) The clause "or any other agreement to which
                  Purchaser and either Borrower or Guarantor are parties" shall
                  be inserted following the term "Senior Subordinated Debenture"
                  in subsection (iii) of Section 6.1(a) of the Debenture
                  Acquisition Agreement.

                           (xi) Section 6.4 of the Debenture Acquisition
                  Agreement shall be deleted in its entirety and replaced with
                  the following:

                                    "Subordination. This Agreement (including,
                           without limitation, exercise of the rights set forth
                           in Section 6.2 hereof) and the Senior Subordinated
                           Debenture are subject to certain subordination
                           provisions set forth in that certain Intercreditor
                           and Subordination Agreement dated as of May 10, 1996
                           by and between Purchaser and the Senior Lender and
                           all of the terms and provisions thereof are
                           incorporated by reference into this Agreement and
                           made a part hereof."

                           (xii) All references in the Debenture Acquisition
                  Agreement to the defined term "Guarantor" shall be construed
                  as a reference to EPII, Pacific and Arrow collectively or, as
                  the context may require, any one or more of EPII, Pacific and
                  Arrow.

         (b)      The Debenture shall be amended as follows:

                           (i) The first sentence of Section 3 of the Debenture
                  shall be deleted in its entirety and replaced with the
                  following:

                                    "The aggregate principal of this Debenture
                           shall be payable on May 10, 1999 together with all
                           Fixed Interest."

                           (ii) Section 6 of the Debenture shall be deleted in
                  its entirety and replaced with the following:

                                    "Subordination. This Debenture shall be
                           subject to the terms and provisions of that certain
                           Intercreditor and Subordination Agreement dated as of
                           May 10, 1996 by and between Payee and Senior Lender."

         3.       Performance of the Company's Obligations. On the date hereof:

                  (a) Eagle and EPII shall pay to Blair in cash, by wire
         transfer to the account specified in Section 2.5 of the Debenture
         Acquisition Agreement, $970,000 as a prepayment in full of the Deferred
         Cash Payment;

                  (b) Eagle shall pay to Blair in cash, by wire transfer to the
         account specified in Section 2.5 of the Debenture Acquisition Agreement
         the following:

                           (i) all accrued Fixed Interest as defined in and
                  payable pursuant to the Debenture through and including the
                  date hereof; and

                           (ii) $3,000,000, to be treated as a partial
                  prepayment against the outstanding principal amount of the
                  Debenture;

                  (c) that certain Registration Agreement dated March 16, 1995
         (the "Registration Agreement") by and between EPII and Blair shall be
         amended as set forth in Section 5 hereof;

                  (d) the Warrant shall be amended as set forth in Section 6
         hereof;

                  (e) the applicable parties shall concurrently herewith execute
         and deliver the following agreements and instruments (the form and
         substance of which are satisfactory to Blair and its counsel):

                           (i) a Guarantee executed by Pacific and Arrow in
                  favor of Blair, pursuant to which Pacific and Arrow guarantee
                  Eagle's obligations under the Debenture Acquisition Agreement
                  and the Debenture;

                           (ii) a Warrant in favor of Blair, exercisable for
                  215,000 shares of common stock of EPII at an exercise price of
                  $3.25 per share (the "New Common Stock Warrant");

                           (iii) an Intercreditor and Subordination Agreement by
                  and between Blair and the New Senior Lender;

                           (iv) a Co-sale Agreement by and between Blair and
                  Richard W. Perkins, Bruce A. Richards, Harry W. Spell, William
                  H. Spell and the Spell Family Foundation;

                           (v) an Irrevocable Proxy by Blair in favor of EPII;

                           (vi) the written opinion of Fredrikson & Byron, P.A.,
                  counsel to the Company;

                           (vii) certified copies of all documents evidencing
                  corporate action taken by the Company with respect to this
                  Agreement and the other matters contemplated hereby; and

                           (viii) a certificate, signed by the secretary or an
                  assistant secretary of EPII, certifying as to (A) the names of
                  the officers of the Company authorized to sign the
                  above-referenced agreements and instruments and all other
                  documents and instruments executed and/or delivered in
                  connection herewith or therewith, (B) specimens of the true
                  signatures of such officers, on which Blair may conclusively
                  rely, (C) the truth and correctness of that certain Eagle
                  Stock Agreement dated December 17, 1993, between Eagle Pacific
                  Industries, Inc., Borrower, Larry D. Schnase, George Peter
                  Konen and David Schnase as in effect on the date hereof and
                  (D) the truth and completeness of documents and instruments
                  executed and/or delivered in connection with (1) the
                  refinancing of the senior indebtedness by the New Senior
                  Lender, (2) the sale of common stock of EPII to Okabena
                  Partnership K ("Okabena"), (3) the sale of the common stock of
                  EPII to Kennedy Capital Management and (4) the amendment to
                  the registration and stock repurchase rights of Loyal
                  Sorensen, Zelda Sorensen, Jarred Thompson and Sharron
                  Thompson.

         4.       Affirmation of Guarantee. EPII hereby acknowledges that the
                  Debenture Acquisition Agreement is being amended hereby and
                  hereby also acknowledges and affirms that (a) the Guarantee is
                  in full force and effect and the liability of EPII as
                  Guarantor under the Guarantee continues in accordance with the
                  terms of the Guarantee and is in no way affected or impaired
                  by such amendment to the Debenture Acquisition Agreement, (b)
                  Blair's agreement to such amendment is in Blair's sole
                  discretion, (c) Blair is not required to provide notice to
                  anyone of such amendment and (d) Blair's provision of such
                  notice to EPII, as guarantor, shall not operate as a waiver of
                  Blair's right to agree to further amendments in its sole
                  discretion without notice to EPII or any other person that is
                  or shall be a guarantor of the Company's obligations under the
                  Debenture Acquisition Agreement.

         5.       Amendment of the Registration Agreement. The parties hereto
                  agree to amend the terms of the Registration Agreement as
                  follows:

                  (a) Section 1(c) of the Registration Agreement shall be
         deleted in its entirety and replaced with the following:

                           "REGISTRABLE SHARES" shall mean (i) the 210,000
                  Shares of Company Common Stock issued to the Investor under
                  the Plan of Recapitalization, (ii) the 225,000 Shares of
                  Company Common Stock issued to the Investor under that certain
                  Subordinated Loan Agreement dated December 17, 1993 by and
                  among the Investor, the Company and Eagle Plastics, Inc.,
                  (iii) up to 100,000 Shares of Company Common Stock that may be
                  issued to the Investor upon exercise of the Warrant, (iv) up
                  to 215,000 Shares of Company Common Stock that may be issued
                  to the Investor upon exercise of that certain Warrant issued
                  to the Investor under that certain Amendment Agreement dated
                  as of May 10, 1996 by and between the Investor, the Company
                  and certain other parties thereto (the "New Warrant") and (v)
                  any further securities issued with respect thereto upon any
                  stock split, stock dividend, recapitalization or similar
                  event, so long as such shares or other securities are owned by
                  the Investor or any other person to whom the Investor shall
                  assign all or a portion of its rights hereunder.

                  (b) Section 3(a) of the Registration Agreement shall be
         amended by deleting the clause "On a one-time basis only," in the first
         sentence thereof and replacing it with the clause "On no more than two
         occasions,".

                  (c) Clause (1) of Section 3(b) of the Registration Agreement
         shall amended by deleting the words "of the issuance of the Investor's
         Shares" and replacing them with the date "May 10, 1996".

                  (d) The following Clause (3) of Section 3(b) of the
         Registration Agreement shall be inserted at the end of Section 3(b)
         before the ".":

                           "; and (3) three years from the earlier of complete
                  exercise or termination of the New Warrant with respect to the
                  Shares of Common Stock issuable upon exercise of the New
                  Warrant"

         6.       Amendment of the Warrant. The parties hereto agree to amend
                  the terms of the Warrant as follows:

                  (a) Section 5(a) of the Warrant shall be amended by inserting
         the parenthetical "(including the maximum number of shares of Common
         Stock issuable in respect of any securities convertible into Common
         Stock)" immediately after the phrase "prior to such event" in the
         fourth line following clause (iii).

                  (b) Section 5(b) of the Warrant shall be amended by adding the
         following at the end of Section 5(b) before the ".":

                  "; provided, however, that no such adjustment in the Warrant
                  Exercise Price shall be made upon the issuance of shares of
                  Common Stock pursuant to (i) options, warrants, convertible
                  securities and other rights to acquire shares listed on
                  Schedule 1 to that certain Amendment Agreement dated May 10,
                  1996 by and between Blair, the Company, Eagle Plastics, Inc.,
                  Pacific Plastics, Inc. and Arrow Pacific Plastics, Inc. or
                  (ii) the conversion or exercise into shares, and related
                  issuance, of Common Stock pursuant to any warrant, option or
                  other right to acquire shares of Common Stock that, upon the
                  issuance of such warrant, option or other right did not
                  require an adjustment to the Warrant Exercise Price pursuant
                  hereto."

         7.       Representations and Warranties of the Company. As a further
                  inducement for Blair to consent to the refinancing of the
                  Company's senior indebtedness by the New Senior Lender, the
                  Company hereby represents and warrants to Blair that:

                  (a) The Company (and each of them) has the requisite corporate
         power and authority to execute, deliver and carry out this Agreement,
         all other agreements and instruments contemplated or required by the
         provisions thereof and to be executed, delivered or carried out by the
         Company (or any of them) (collectively, the "Ancillary Agreements") and
         the transactions contemplated hereby and thereby.

                  (b) The execution and delivery of this Agreement and the
         Ancillary Agreements, and the consummation by the Company of the
         transactions contemplated hereby or thereby has been duly authorized by
         all necessary corporate action and other consents, approvals and the
         like required on the part of the Company.

                  (c) Neither the execution and delivery by the Company (or any
         of them) of this Agreement or any of the Ancillary Agreements, nor the
         consummation of the transactions contemplated hereby or thereby, nor
         compliance by the Company with the terms, conditions and provisions
         hereof or thereof, shall (i) conflict with or result in a breach of the
         terms, conditions or provisions of, (ii) constitute a default under,
         (iii) result in the creation of any lien, security interest, charge or
         encumbrance upon its capital stock or assets pursuant to, (iv) give any
         third party the right to accelerate any obligation under, (v) result in
         a violation of or (vi) require any authorization, consent, approval,
         exemption or other action by or notice to any court or administrative
         or governmental body pursuant to, the articles of incorporation or
         bylaws of the Company (or any of them) or any law, statute, rule or
         regulation to which the Company (or any of them) is subject, or any
         agreement, instrument, order, judgment or decree to which the Company
         (or any of them) is subject.

                  (d) This Agreement and each of the Ancillary Agreements to
         which the Company (or any of them) is a party have been duly and
         validly executed and delivered by Eagle, Pacific, Arrow and/or EPII (as
         the case may be) and constitute legal, valid and binding obligations,
         and all such obligations of the Company (or any of them) are
         enforceable in accordance with their respective terms.

                  (e) Except for fees payable to BA Securities, Inc. in an
         amount not to exceed $345,000, there are no claims for brokerage
         commissions, finders' fees or similar compensation in connection with
         the transactions contemplated by this Agreement based on any
         arrangement or agreement binding upon the Company (or any of them).

                  (f) At the time of their issuance, the shares issuable
         pursuant to the New Common Stock Warrant and the Warrant (the "Warrant
         Shares") shall be validly issued, fully paid and nonassessable and free
         and clear of any and all liens, claims, encumbrances and the like.

                  (g) The issuance of the Warrant Shares has been duly
         authorized by all necessary corporate action on the part of the Company
         and no vote, g) The issuance of the Warrant Shares has been duly
         authorized by all necessary corporate action on the part of the Company
         and no vote, authorization, consent or approval of the shareholders of
         the Company (or any of them) is necessary for the issuance of the
         Warrant Shares.

                  (h) (i) All of the outstanding shares of capital stock of
                  EPII, as of the date hereof, are validly issued, fully paid
                  and nonassessable. Except as set forth on Schedule 1 attached
                  hereto, there are not outstanding any shares of stock,
                  securities, rights or options convertible or exchangeable into
                  or exercisable for any shares of EPII's capital stock, stock
                  appreciation rights or phantom stock, nor is or was EPII under
                  any obligation (contingent or otherwise) to redeem or
                  otherwise acquire any shares of its capital stock or any
                  securities, rights or options to acquire such capital stock,
                  stock appreciation rights or phantom stock. To the best of the
                  Company's knowledge, Schedule 1 hereto sets forth a complete
                  and accurate list as of the date hereof of the names of, and
                  the respective ownership of any person or group of persons
                  holding 5% or more of such capital stock of EPII other than
                  Blair.

                           (ii) There are no statutory or contractual
                  stockholders' preemptive rights with respect to the issuance
                  of the New Common Stock Warrant, EPII has not violated any
                  applicable federal or state securities laws in connection with
                  the offer, sale or issuance of any of its capital stock or
                  warrants (which, in the case of EPII for periods prior to
                  January 1, 1986, could result in a material adverse effect on
                  its business, operations, properties, financial condition,
                  operating results or business prospects) and, assuming the
                  truth and accuracy of Blair's representations and warranties
                  under Section 9(b) hereof, the issuance of the New Common
                  Stock Warrant does not require registration under the
                  Securities Act of 1933, as amended from time to time (together
                  with any rules and regulations thereunder)(the "Securities
                  Act") or any applicable state securities laws. Except as set
                  forth on Schedule 1 hereto, there are no agreements between
                  EPII's stockholders with respect to the voting or transfer of
                  EPII's capital stock or with respect to any other aspect of
                  EPII's affairs (it being understood that, unless the contrary
                  is known by EPII on the date hereof, the representation and
                  warranty in this sentence shall not apply to any person or
                  group of persons holding less than 5% of EPII's common stock).

                           (iii) EPII has filed all forms, statements,
                  schedules, exhibits, reports and other documents with the SEC
                  required by it pursuant to the federal securities laws and the
                  SEC rules and regulations thereunder, all of which have
                  complied as of their respective filing dates with all
                  applicable requirements of the Securities Act and the
                  Securities Exchange Act of 1934, as amended from time to time
                  (the "Exchange Act"), and any rules or regulations promulgated
                  thereunder. The representation and warranty in the immediately
                  preceding sentence shall not apply to EPII for periods prior
                  to January 1, 1986, unless its failure to so file or comply
                  could result in a material adverse effect on its business,
                  operations, properties, financial condition, operating results
                  or business prospects.

                  (i) Neither this Agreement nor any of the Ancillary Agreements
         contains any untrue statement of a material fact or omits to state a
         material fact necessary in order to make the statements contained
         herein and therein not misleading. There is no fact known to the
         Company (or any of them) (other than general conditions which are a
         matter of public knowledge) which materially adversely affects the
         business, operations, properties, financial condition, operating
         results or business prospects of the Company (or any of them). All
         documents filed by EPII pursuant to Section 13(a), 13(c), 14 or 15(d)
         of the Exchange Act contain all statements that are required by the
         Exchange Act and do not contain any untrue statement of a material fact
         or omits to state a material fact necessary in order to make the
         statements contained therein not misleading.

         8.       Waiver of Breach. Blair hereby waives any and all breaches of
                  the terms of the Debenture Acquisition Agreement and the
                  Debenture resulting from (a) the execution and delivery by the
                  Company of this Agreement and the other agreements and
                  instruments to be executed and delivered hereunder, (b) the
                  refinancing transaction contemplated by the Credit Agreement
                  and the use of proceeds permitted thereby, (c) the sale of
                  common stock of EPII to Okabena, (d) the sale of common stock
                  of EPII to Kennedy Capital Management and (e) the consummation
                  of the transactions contemplated hereby including, without
                  limitation, the payments contained in Section 3 hereof.

         9.       Transfer.

                  (a)      Transfer of Restricted Securities.

                           (i) Restricted Securities (as herein defined) are
                  transferable pursuant to (A) public offerings registered under
                  the Securities Act, (B) Rule 144 of the Securities Act (or any
                  similar rule then in force) if such rule is available and (C)
                  subject to the conditions specified in Section 9(a)(ii)
                  hereof, any other legally available means of transfer.

                           (ii) In connection with the transfer of any
                  Restricted Securities (other than a transfer described in
                  clause (A) or (B) of Section 9(a)(i) hereof), the holder
                  thereof shall deliver written notice to EPII describing in
                  reasonable detail the transfer or proposed transfer, together
                  with information as to such holder's compliance with
                  applicable securities laws as reasonably may be requested by
                  EPII, and such transfer only shall be made in compliance with
                  the Securities Act and any applicable state securities laws.
                  EPII shall cooperate in connection with any such transfer,
                  including providing such information to any holder of
                  Restricted Securities or such holder's proposed transferee as
                  may be necessary to satisfy the requirements of Rule 144A of
                  the Securities Act in connection with any transfer to a
                  "Qualified Institutional Buyer" under such rule. Upon any
                  transfer, the transferee shall, to the extent of such
                  transfer, be entitled to exercise the rights hereunder of the
                  person making such transfer. To the extent the holder of the
                  Restricted Securities complies with the first sentence of this
                  Section 9(a)(ii), EPII shall promptly upon such contemplated
                  transfer deliver new certificates for such Restricted
                  Securities which do not bear the Securities Act legend set
                  forth in Section 9(b) hereof unless such legend is still
                  required. If EPII is not required to deliver new certificates
                  for such Restricted Securities not bearing such legend, the
                  holder thereof shall not transfer the same until the
                  prospective transferee has confirmed to EPII in writing its
                  agreement to be bound by the conditions contained in this
                  paragraph and Section 9(b) hereof.

                           (iii) "Restricted Securities" means (x) the New
                  Common Stock Warrant, (y) any securities issued pursuant to
                  the New Common Stock Warrant and (z) any securities issued
                  with respect to the securities referred to in clauses (x) or
                  (y) above by way of a stock dividend or stock split or in
                  connection with a combination of shares, modification, merger,
                  consolidation or other reorganization. As to any particular
                  Restricted Securities, such securities shall cease to be
                  Restricted Securities when they have (A) been effectively
                  registered under the Securities Act and disposed of in
                  accordance with the registration statement covering them, (B)
                  become eligible for sale pursuant to Rule 144 (or any similar
                  provision then in force) under the Securities Act or (C) been
                  otherwise transferred and new certificates for them not
                  bearing the Securities Act legend set forth in Section 9(b)
                  hereof have been delivered by EPII in accordance with Section
                  9(b) hereof. Whenever any particular securities cease to be
                  Restricted Securities, the holder thereof shall be entitled to
                  receive from EPII, without expense, new securities of like
                  tenor not bearing a Securities Act legend of the character set
                  forth in Section 9(b) hereof.

                  (b) Blair hereby represents that it is (a) an "accredited
         investor" within the meaning of Rule 501(a) of Regulation D under the
         Securities Act and (b) acquiring the Restricted Securities acquired
         pursuant hereto for its own account with the present intention of
         holding such securities for purposes of investment and that it has no
         intention of selling such securities in a public distribution in
         violation of the federal securities laws or any applicable state
         securities laws; provided that nothing contained herein will prevent
         Blair and any subsequent holders of Restricted Securities from
         transferring such securities in compliance with the provisions of
         Section 9(a) hereof. Each certificate for shares will be imprinted with
         a legend in substantially the following form:

                  "The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  any state securities laws. The transfer of the securities
                  represented by this certificate is subject to the conditions
                  specified in that certain Amendment Agreement dated as of May
                  10, 1996 by and among William Blair Mezzanine Capital Fund,
                  L.P., Eagle Plastics, Inc. Pacific Plastics, Inc., Arrow
                  Pacific Plastics, Inc. and Eagle Pacific Industries, Inc.
                  (f/k/a Black Hawk Holdings, Inc.) ("EPII"), and EPII reserves
                  the right to refuse the transfer of such securities until such
                  conditions have been fulfilled with respect to such transfer.
                  A copy of such conditions will be furnished by EPII to the
                  holder hereof upon written request and without charge."

         10.      Miscellaneous.

                  (a) Further Assurances. The Company shall, from time to time
         at the request of Blair, do all further acts and things as may in the
         opinion of Blair be necessary or advisable to effectuate the
         transaction and other matters contemplated hereby, including, without
         limitation, the modification of or amendment to any other agreements,
         certificates or instruments to which the Company is a party.

                  (b) Joint and Several. The Company's obligations hereunder
         shall be joint and several.

                  (c) Successors. This Agreement and the agreements and
         obligations contained herein shall, as applicable, be binding upon and
         inure to the benefit of the Company and Blair and their respective
         successors and permitted assigns.

                  (d) Costs and Expenses. The Company agrees to pay all costs
         and expenses, including, without limitation, attorney's fees and
         expenses, expended or incurred by Blair in connection with (i) the
         preparation and structuring of this Agreement and the Ancillary
         Agreements, (ii) the enforcement of this Agreement or any of the
         Ancillary Agreements, (iii) the collection of any amounts due hereunder
         and (iv) any actions for declaratory relief in any way related to this
         Agreement or the agreements, certificates and instruments described
         herein or contemplated hereby (including, without limitation, the
         Ancillary Agreements), or the protection or preservation of any rights
         of Blair hereunder.

                  (e) Notices. All notices and other communications given to or
         made upon any party hereto in connection with this Agreement shall,
         except as otherwise expressly herein provided, be in writing (including
         telexed or telecopied communication) and mailed, telexed, telecopied or
         delivered by hand or by reputable overnight courier service to the
         respective parties, as follows:

                               If to Blair, to:

                               William Blair Mezzanine Capital Fund, L.P.
                               222 West Adams Street
                               Chicago, Illinois 60606
                               Attention:  Terrance M. Shipp
                               Telecopy:   (312) 236-8075

                               with copy to:

                               Altheimer & Gray
                               10 S. Wacker Drive
                               Suite 4000
                               Chicago, Illinois 60606
                               Attention:  Robert L. Schlossberg, Esq.
                               Telecopy:   (312) 715-4800

                               If to the Company to:

                               c/o Eagle Pacific Industries, Inc.
                               2430 Lincoln Center
                               333 S. 7th Street
                               Minneapolis, Minnesota 55402
                               Attention:  William H. Spell
                               Telecopy:   (612) 371-9651

                               with copy to:

                               Fredrikson & Byron, P.A.
                               1100 International Centre
                               900 Second Avenue South
                               Minneapolis, Minnesota 55402-3397
                               Attention:  Dobson West, Esq.
                               Telecopy:   (612) 347-7077

         or in accordance with any subsequent written direction from the
         recipient party to the sending party. All such notices and other
         communications shall, except as otherwise expressly herein provided, be
         effective upon delivery if delivered by hand; when deposited with a
         reputable courier service, delivery charges prepaid; when deposited in
         the mail, postage prepaid; or in the case of telex or telecopy, when
         received.

                  (f) Survival. All representations, warranties, covenants and
         agreements contained herein or made in writing in connection herewith
         shall survive indefinitely the execution and delivery of this
         Agreement.

                  (g) Assignability. This Agreement shall not be assignable by
         either party without the prior written consent of the other party.

                  (h) Entire Agreement. This Agreement and the instruments to be
         delivered by the parties pursuant to the provisions hereof constitute
         the entire agreement between the parties hereto with respect to the
         subject matter hereof. Any amendments or alternative or supplementary
         provisions to this Agreement must be made in writing and duly executed
         by an authorized representative of each of the parties hereto.

                  (i) Counterparts. This Agreement may be executed in any number
         of counterparts and by any party hereto on separate counterparts, each
         of which, when so executed and delivered, shall be an original, but all
         such counterparts shall together constitute one and the same
         instrument.

                  (j) Captions. Section captions used in this Agreement are for
         convenience only, and shall not affect the construction of this
         Agreement.

                  (k) No Further Amendments. Except as specifically amended
         hereby, the terms and provisions of the Debenture Acquisition
         Agreement, the Debenture, the Registration Agreement and the Warrant
         shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
                  executed and delivered by their duly authorized officers as of
                  the day and year first above written.

                             EAGLE PLASTICS, INC.


                             By:________________________________________________
                             Title:_____________________________________________


                             EAGLE PACIFIC INDUSTRIES, INC.


                             By:________________________________________________
                             Title:_____________________________________________



                             PACIFIC PLASTICS, INC.


                             By:________________________________________________
                             Title:_____________________________________________


                             ARROW PACIFIC PLASTICS, INC.


                             By:________________________________________________
                             Title:_____________________________________________


                             WILLIAM BLAIR MEZZANINE CAPITAL FUND, L.P.

                             By: William Blair Mezzanine Capital Partners, L.P.,
                                 its general partner


                                      By:_______________________________________
                                      Title: a general partner




                                   SCHEDULE 1
                               AMENDMENT AGREEMENT


1,383,500 shares of Preferred Stock of EPII convertible into 1,383,500 shares of
Common Stock of EPII. It is the intention of EPII to offer the holders of the
1,383,500 shares of Preferred Stock of EPII to convert such shares into
1,581,143 shares of Common Stock of EPII if done within a designated time.

Attached hereto are the following lists:

         Warrants to purchase shares of EPII Common Stock
         Nonqualified Stock Options Granted Outside the 1991 Stock Option Plan
         to acquire shares of EPII Common Stock
         Nonqualified Stock Options Granted Pursuant to the 1991 Stock Option
         Plan to acquire shares
 of

           EPII Common Stock
         Incentive Stock Options Granted Pursuant to the 1991 Stock Option Plan
         to acquire shares of common stock of Eagle Plastics, Inc.

By agreement dated December 17, 1993 by and among EPII, Eagle Plastics, Inc.,
Larry D. Schnase, George Peter Konen and David Schnase, EPII may from time to
time be obligated to acquire shares of Eagle Plastics, Inc. for cash or by
issuing shares of Common Stock of EPII.

The section of EPII's Proxy Statement for Annual Meeting of Shareholders to be
held April 30, 1996 entitled "Security Ownership of Principal Shareholders and
Management" is incorporated herein by reference.



                         Eagle Pacific Industries, Inc.
                                List of Warrants


1.       Warrant dated March 16, 1995 to purchase 100,000 shares of Common Stock
         to William Blair Mezzanine Capital Fund LP.

2.       Warrant dated December 17, 1993 to purchase 2,500 shares of Common
         Stock to Mathews, Holmquist & Associates.

3.       Warrant dated December 17,1993 to purchase 625 shares of Common Stock
         to Askar Corporation.

4.       Warrant dated December 17, 1993 to purchase 1,625 shares of Common
         Stock to R.J. Steichen & Company.

5.       Warrant dated December 17, 1993 to purchase 625 shares of Common Stock
         to Jack P. Helms.

6.       Warrant dated December 17, 1993 to purchase 313 shares of Common Stock
         to Gerald R. Caruso.

7.       Warrant dated December 17, 1993 to purchase 3,125 shares of Common
         Stock to Terry A. Lynner.

8.       Warrant dated December 17, 1993 to purchase 3,500 shares of Common
         Stock to Charles Deckas.

9.       Warrant dated December 17, 1993 to purchase 625 shares of Common Stock
         to Steven M. Goldsmith.

Total number of shares of Common Stock granted pursuant to Warrants = 112,313
shares




<TABLE>
<CAPTION>

EAGLE PACIFIC INDUSTRIES, INC.                                           8/22/96

NONQUALIFIED STOCK OPTIONS GRANTED
OUTSIDE OF THE 1991 STOCK OPTION PLAN

                                                                             Shares                 Expiration
                                                                            Remaining                   of
                         Grant     Total Shares                               to be                  Exercise      Date and Shares
   Name                  Date        Granted      Exercised    Price        Vesting Date              Period          Exercised
   ----                 ------       -------      ---------    -----        ------------             --------         ---------
<S>                     <C>          <C>           <C>        <C>      <C>                          <C>           <C>
PETER J. BRUSTKERN      2/01/93        5,000         5,000      $2.00  Full                           2/01/98
CHARLES E. GRAY, JR.    7/06/95       24,000        24,000     $3.125  6,000 shares - 7/06/96         7/06/00
                                                                       6,000 shares - 7/06/97         7/06/00
                                                                       6,000 shares - 7/06/98         7/06/00
                                                                       6,000 shares - 7/06/99         7/06/00

GEORGE PETER KONEN      12/17/93      50,000        50,000      $2.00  12,500 shares - 12/17/94      12/17/00
                                                                       12,500 shares - 12/17/95**    12/17/00
                                                                       12,500 shares - 12/17/96**    12/17/00
                                                                       12,500 shares - 12/17/97**    12/17/00

                        12/17/93      45,000        45,000      $1.75  11,250 shares - 12/17/94      12/17/98
                                                                       11,250 shares - 12/17/95**    12/17/98
                                                                       11,250 shares - 12/17/96**    12/17/98
                                                                       11,250 shares - 12/17/97**    12/17/98

                        1/01/95       40,000        40,000      $2.50  10,000 shares - 12/31/95      12/31/99
                                                                       10,000 shares - 12/31/96
                                                                       10,000 shares - 12/31/97
                                                                       10,000 shares - 12/31/98

                        2/27/95       35,000        35,000      $3.00  Full                           2/27/00

GEORGE R. LONG          2/01/93       15,000        15,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98
                                                                       5,000 shares - 2/01/95*        2/01/98

                        2/27/95       15,000        15,000      $3.00  Full                           2/27/00

DAVID L. OWEN           3/04/89       10,000             0      $1.00  Fully vested on 3/04/92        3/03/94      Terminated
(RESIGNED 10/93)                                                                                                   3/3/94

                        2/01/93       15,000         5,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98      Terminated 10/93
                                                                       5,000 shares - 2/01/95*        2/01/98      Terminated 10/93

RICHARD W. PERKINS      5/06/92       30,000        30,000   $0.34375  7,500 shares - 5/06/92         3/31/97
                                                                       7,500 shares - 6/15/93*        3/31/97
                                                                       7,500 shares - 6/15/94*        3/31/97
                                                                       7,500 shares - 6/15/95*        3/31/97

                        2/01/93       15,000        15,000      $2.00  5,000 shares - 2/01/93         2/1/98
                                                                       5,000 shares - 2/01/94*        2/1/98
                                                                       5,000 shares - 2/01/95*        2/1/98

                        2/27/95       15,000        15,000      $3.00  Full                           2/27/00

BRUCE A. RICHARD        2/01/93       15,000        15,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98
                                                                       5,000 shares - 2/01/95*        2/01/98

                        12/17/93      20,000        20,000      $1.75  5,000 shares - 12/17/94       12/17/98
                                                                       5,000 shares - 12/17/95       12/17/98
                                                                       5,000 shares - 12/17/96       12/17/98
                                                                       5,000 shares - 12/17/97       12/17/98

                        2/27/95       15,000        15,000      $3.00  Full                           2/27/00

DAVID SCHNASE           12/17/93      45,000        45,000      $1.75  11,250 shares - 12/17/94      12/17/98
                                                                       11,250 shares - 12/17/95**    12/17/98
                                                                       11,250 shares - 12/17/96**    12/17/98
                                                                       11,250 shares - 12/17/97**    12/17/98

                        1/01/95       20,000        20,000      $2.50  5,000 shares - 12/31/95       12/31/99
                                                                       5,000 shares - 12/31/96       12/31/99
                                                                       5,000 shares - 12/31/97       12/31/99
                                                                       5,000 shares - 12/31/98       12/31/99

                        2/27/95       10,000        10,000      $3.00  Full                           2/27/00

LARRY D. SCHNASE        12/17/93     150,000       150,000      $2.00  37,500 shares - 12/17/94      12/17/00
                                                                       37,500 shraes - 12/17/95**    12/17/00
                                                                       37,500 shares - 12/17/96**    12/17/00
                                                                       37,500 shares - 12/17/97**    12/17/00

                        12/17/93      45,000        45,000      $1.75  11,250 shares - 12/17/94      12/17/98
                                                                       11,250 shares - 12/17/95      12/17/98
                                                                       11,250 shares - 12/17/96      12/17/98
                                                                       11,250 shares - 12/17/97      12/17/98

                        2/27/95       35,000        35,000      $3.00  Full                           2/27/00

LOYAL SORENSEN          7/10/95      100,000       100,000     $3.125  Full                           7/10/00

HARRY W. SPELL          1/10/92      125,000       125,000   $0.34375  Full on 1/10/97*               1/10/99

                                                                       (vesting accelerates when
                                                                          Board determines)

                        5/6/92        35,000             0   $0.34375  12,500 shares - 5/06/92        3/31/97      Exercised
                                                                       7,500 shares - 6/15/93*
                                                                                       7,500          3/31/97      35,000 on
                                                                                       shares  -      3/31/97      6/18/96
                                                                                       6/15/94*       3/31/97
                                                                       7,500 shares - 6/15/95*

                        2/1/93        15,000        15,000      $2.00  5,000 shares - 2/1/93          2/1/98
                                                                       5,000 shares - 2/1/94*         2/1/98
                                                                       5,000 shares - 2/1/95*         2/1/98

                        2/27/95       15,000        15,000      $3.00  Full                           2/27/00

WILLIAM H. SPELL        1/10/92      125,000       125,000   $0.34375  Full as of 1/10/97*            1/10/99

                                                                       (vesting accelerates when
                                                                         Board determines)

                        5/06/92       35,000             0    $.34375  12,500 shares - 5/06/92        3/31/97      Exercised
                                                                       7,500 shares - 6/15/93*        3/31/97      35,000 on
                                                                       7,500 shares - 6/15/94*        3/31/97      6/18/96
                                                                       7,500 shares - 6/15/95*        3/31/97

                        2/01/93       15,000        15,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98
                                                                       5,000 shares - 2/01/95*        2/01/98

                        2/27/95       50,000        50,000      $3.00  Full                           2/27/00

EDWARD E. STRICKLAND    5/06/92       30,000        15,000   $0.34375  7,500 shares - 5/06/92         3/31/97
(RESIGNED BETWEEN MARCH                                                7,500 shares - 6/15/93*        3/31/97
AND MAY 12, 1994)                                                      7,500 shares - 6/15/94*        3/31/97      Terminated 5/94
                                                                       7,500 shares - 6/15/95*        3/31/97      Terminated 5/94

                        2/01/93       15,000        10,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98
                                                                       5,000 shares - 2/01/95*        2/01/98      Terminated 5/94

LYLE D. TAYLOR          2/01/93       15,000        10,000      $2.00  5,000 shares - 2/01/93         2/01/98
                                                                       5,000 shares - 2/01/94*        2/01/98
                                                                       5,000 shares - 2/01/95*        2/01/98      Terminated

JARRED THOMPSON         7/10/95      100,000       100,000     $3.125  FULL                           7/10/00

GARY M. WENGLER         2/27/95       16,000        16,000      $3.00  4,000 shares - 2/27/95         2/27/00
                                                                       4,000 shares - 2/27/96         2/27/00
                                                                       4,000 shares - 2/27/97         2/27/00
                                                                       4,000 shares - 2/27/98         2/27/00

TOTAL SHARES GRANTED:             1,360,000
TOTAL SHARES
REMAINING TO BE                                                                                                   70,000
EXERCISED:
                                                 1,245,000
TOTAL EXERCISED
SHARES:

</TABLE>
-----------------------------

* must be a director as of the date the shares become exercisable
** must be an employee or director of Eagle as of the date the shares become
   exercisable


cc:      Nonqualified Stock Option Agreements File (29340.0.83)
         Stock Transfer Matters File (29340.0.34)
         Dobson West


<TABLE>
<CAPTION>

EAGLE PACIFIC INDUSTRIES, INC.                                           8/22/96

NONQUALIFIED STOCK OPTIONS GRANTED
PURSUANT TO 1991 STOCK OPTION PLAN

                                                     Shares                                             Expiration
                                                    Remaining                                               of       Date and Shares
                             Grant   Total Shares     to be                                               Exercise       Exercised
   Name                      Date      Granted      Exercised    Price        Vesting Date                Period     ---------------
   ----                     ------     -------      ---------    -----        ------------               --------
<S>                         <C>        <C>           <C>        <C>    <C>                              <C>          <C>
PETER J. BRUSTKERN          4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01

S. ALBERT DIEZ HANSER       4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01

JAMES I. LAURSEN            4/10/92     5,000             0      $2.25  Full vested on 4/11/92           4/09/95      Expired 4/9/95

                            4/10/92     5,000         5,000      $0.64  Fully vested on 4/11/92          4/09/97

GEORGE R. LONG              4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01

                            4/08/93     5,000         5,000     $2.125  Fully vested on 10/8/93          4/07/03

                            5/12/94     5,000         5,000      $1.75  Fully vested on 11/12/94         5/11/04

DAVID L. OWEN               4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01
(RESIGNED 10/93)
                            4/08/93     5,000         5,000     $2.125  Fully vested on 10/8/93          4/07/03

RICHARD W. PERKINS          4/08/93     5,000         5,000     $2.125  Fully vested on 10/8/93          4/07/03

                            5/12/94     5,000         5,000      $1.75  Fully vested on 11/12/94         5/11/04

HERMAN J. RATELLE           4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01

BRUCE A. RICHARD            5/06/92    20,000        20,000      $2.50  5,000 shares - 5/06/92           5/06/97
                                                                        5,000 shares - 5/06/93           5/06/97
                                                                        5,000 shares - 5/06/94           5/06/97
                                                                        5,000 shares - 5/06/95           5/06/97

                            4/08/93     5,000         5,000     $2.125  Fully vested on 10/8/93         04/07/03

                            5/12/94     5,000         5,000      $1.75  Fully vested on 11/12/94        05/11/04

HARRY W. SPELL              7/22/93    30,000        30,000    $2.0625  10,000 shares - 7/22/97          7/21/03
                                                                        10,000 shares - 7/22/98*         7/21/03
                                                                        10,000 shares - 7/22/99*         7/21/03
                                                                        (vesting schedule accelerates
                                                                        to vest 1/3 as of closing
                                                                        date of acquisition, 1/3 the
                                                                        next year and 1/3 the third
                                                                        year)

WILLIAM H. SPELL            7/22/93    60,000        60,000    $2.0625  20,000 shares - 7/22/97          7/21/03
                                                                        20,000 shares - 7/22/98*         7/21/03
                                                                        20,000 shares - 7/22/99*         7/21/03
                                                                        (vesting schedule accelerates
                                                                        to vest 1/3 as of closing
                                                                        date of acquisition, 1/3 the
                                                                        next year and 1/3 the third
                                                                        year)

EDWARD E. STRICKLAND        4/08/93     5,000         5,000     $2.125  Fully vested on 10/08/93         4/07/03
(RESIGNED BETWEEN MARCH
AND MAY 12, 1994)

LYLE D. TAYLOR              4/25/91     5,000         5,000      $0.64  Fully vested on 10/25/91         4/24/01
                            4/08/93     5,000         5,000     $2.125  Fully vested on 10/08/93         4/07/03

SHERREE L. TIPTON           7/22/93     3,000         3,000    $2.0625  1,000 shares - 7/22/93           7/21/00
                                                                        1,000 shares - 7/22/94           7/21/00
                                                                        1,000 shares - 7/22/95           7/21/00
                            5/12/94     3,000         3,000      $1.75  1,000 shares - 5/12/95           5/11/01
                                                                        1,000 shares - 5/12/96           5/11/01
                                                                        1,000 shares - 5/12/97           5/11/01
                            7/24/95     2,400         2,400    $3.0625  800 shares - 7/24/96             7/23/00
                                        -----
                                                                        800 shares - 7/24/97             7/23/00
                                                                        800 shares - 7/24/98             7/23/00

TOTAL SHARES GRANTED:                 203,400
                                      =======

TOTAL SHARES
REMAINING TO BE                                     198,400
EXERCISED:                                          =======

TOTAL EXERCISED
SHARES:                                     O

</TABLE>
-----------------------------

* must be a director as of the date the shares become exercisable
** must be an employee or director of Eagle as of the date the shares become
   exercisable


<TABLE>
<CAPTION>

EAGLE PACIFIC INDUSTRIES, INC.

                                            INCENTIVE STOCK OPTIONS GRANTED
                                           PURSUANT TO 1991 STOCK OPTION PLAN


                                                      Shares                                      Expiration
                                                     Remaining                                        of        Date and Shares
                          Grant      Total Shares      to be                                        Exercise       Exercised
   Name                   Date          Granted      Exercised   Price        Vesting Date          Period      ---------------
   ----                  ------         -------      ---------   -----        ------------          ------
<S>                     <C>              <C>            <C>     <C>     <C>                        <C>             <C>
LYLE D. TAYLOR           3/14/90          6,250          0       $1.25   3,125 shares - 3/14/90     5/01/95         Expired
                                                                         3,125 shares - 4/01/91
TOTAL SHARES GRANTED:                     6,250

TOTAL SHARES
REMAINING TO BE                               0
EXERCISED:

TOTAL EXERCISED
            SHARES:                           O

</TABLE>


<TABLE>
<CAPTION>
                                           TOTAL RESERVED SHARES
<S>                                                                                <C>
Total shares reserved                                                               1,500,000

LESS total NQSO shares granted                                                      (203,400)

LESS total ISO shares granted                                                        ( 6,250)
                                                                                    ---------
Plus shares which were granted but not exercised and exercise period expired:

James I. Laursen - 5,000 shares (NQSO grant date 4/10/92)                           +  11,250
                                                                                    ---------
Lyle D. Taylor - 6,250 shares (ISO grant date 3/14/90)

TOTAL REMAINING RESERVED SHARES TO BE GRANTED                                       1,301,600
                                                                                    =========

         TOTAL EXERCISED SHARES Shares exercised by:

                                                                                            0
                                                                                    ---------
TOTAL EXERCISED SHARES                                                                      0
                                                                                    ---------

TOTAL OUTSTANDING SHARES FOR ISSUANCE UPON EXERCISE OF OPTIONS

Total NQSO and ISO Shares Granted                                                     209,650

LESS Total Exercised Shares                                                           -     0

LESS Granted Shares that have expired or been terminated:
                                                                                      (11,250)
                                                                                    ---------
TOTAL OUTSTANDING SHARES FOR ISSUANCE UPON EXERCISE                                   198,400
                                                                                    =========
</TABLE>

cc:      Incentive Stock Option Plan File (29340.29)
         Nonqualified Stock Option Agreements File (29340.0.83)
         Stock Transfer Matters (29340.0.34)
         Dobson West