EXHIBIT 10.22
                              EMPLOYMENT AGREEMENT


THIS AGREEMENT effective as of January 1, 1997, between Eagle Pacific
Industries, Inc., a Minnesota corporation (the "Company"), and William H. Spell,
a resident of Edina, Minnesota ("Executive").

         A.       Executive has been and desires to remain employed as Chief
                  Executive Officer of the Company.

         B.       The Company desires to continue to retain the benefit of
                  Executive's experience and loyalty, and to continue to employ
                  Executive as Chief Executive Officer of the Company.

         C.       This Agreement replaces and supersedes Executive's restated
                  employment agreement effective as of January 1, 1995 with the
                  Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

         1.       Definitions

                  The terms used in this Agreement shall be defined as follows:

                  (a) "Agreement" shall mean this Agreement as amended from time
                  to time.

                  (b) "Base Salary" shall mean the annual base salary payable to
                  Executive pursuant to Section 4(a) hereof.

                  (c) "Board" shall mean the Board of Directors of the Company.

                  (d) "Cause" shall mean termination of the Executive's
                  employment with the Company by the Board because of (1) gross
                  misconduct; (2) material breach of this Agreement by
                  Executive; (3) conviction or entry of a plea of guilty or nolo
                  contendere to any felony or misdemeanor or the entry of any
                  final civil judgment in connection with any allegation of
                  fraud, misrepresentation, misappropriation or any other
                  intentional tort or statute violation; (4) insubordination; or
                  (5) sexual harassment of fellow employees.

                  (e) "Committee" shall mean the Compensation Committee of the
                  Board, if one exists and, if not, shall mean the Board.

                  (f) "Company" shall mean Eagle Pacific Industries, Inc., a
                  Minnesota corporation, its successors or assigns.

                  (g) "Executive" shall mean William H. Spell, a resident of
                  Edina, Minnesota.

                  (h) "Executive Benefit Plans" shall mean any plans within the
                  meaning of Sections 4(c) and (d) of this Agreement.

                  (i) "Period" shall mean the three year period commencing on
                  the date hereof. If the parties agree to any extension of the
                  Period, the term "Period" shall include all such extensions
                  thereof.

                  (j) "Permanently Disabled" shall mean permanently prevented
                  from performing his obligations hereunder as a result of his
                  physical or mental health, as evaluated by sufficient
                  documentation including doctors' statements.

                  (k) "Stock Options" shall mean any options held by Executive
                  granting him the right to acquire shares of common stock of
                  the Company.

                  (l) "Substantial Breach" shall mean (1) a substantial
                  reduction in the nature or status of Executive's
                  responsibilities hereunder; provided, that it shall not be
                  deemed to be a Substantial Breach if Executive's duties are
                  revised so that he remains an officer but is removed or not
                  reelected as Chief Executive Officer; (2) a reduction by the
                  Company in the Base Salary of Executive except to the extent
                  permitted under Section 4(a) hereof; (3) the failure by the
                  Company to allow Executive to participate to the full extent
                  in all plans, programs or benefits in accordance with Sections
                  4(b) to (e), inclusive, thereof; and (4) the failure by the
                  Company to pay, distribute or grant any amounts of cash, stock
                  or other compensation to Executive to which he is entitled. A
                  Substantial Breach shall be deemed to occur only if such
                  Substantial Breach has not been corrected by the Company
                  within two weeks of receipt of notice from Executive of the
                  occurrence of such Substantial Breach, which notice shall
                  specifically set forth the nature of the Substantial Breach.

         2.       Employment and Duties.

                  (a) General. The Company hereby employs Executive, and
                  Executive agrees upon the terms and conditions herein set
                  forth to serve as an officer of the Company and in such
                  capacity, shall perform duties substantially the same as
                  normally performed by persons in like positions in similar
                  companies except to the extent set forth in Section 2(b)
                  below. Executive may be transferred, promoted or changed to
                  another position, and any such transfer, promotion or change
                  shall not affect the enforcement of this Agreement.

                  (b) Other Employment. The parties hereto acknowledge that
                  Executive is engaged in other business pursuits in which he
                  renders services to other organizations for which he receives
                  compensation. While Executive is expected to devote an
                  appropriate amount of time to his duties for the Company,
                  Executive may pursue other business interests during the
                  Period so long as he does not violate Section 10 below.

         3.       Term of Employment. Subject to earlier termination of
                  employment pursuant to Sections 5, 6, 7 or 8 of this
                  Agreement, the Company shall retain Executive during the
                  Period; and Executive shall serve in the employ of the Company
                  for the Period.

         4.       Compensation and Other Benefits. Subject to the provisions of
                  this Agreement, the Company shall pay and provide the
                  following compensation and other benefits to Executive during
                  the term of his employment as compensation for services
                  rendered hereunder:

                  (a) Base Salary. The Company shall pay to Executive a Base
                  Salary at the rate of $108,000 per annum, payable in
                  accordance with the Company's standard payroll policies. The
                  Company shall be entitled to deduct or withhold all taxes and
                  charges which the Company may be required to deduct or
                  withhold therefrom. The Base Salary will be reviewed not less
                  than annually by the Committee.

                  (b) Incentive Compensation. At all times during the Period,
                  Executive shall be entitled to participate in all incentive
                  compensation plans and programs of the Company, existing from
                  time to time including the EBITDA bonus plan established by
                  the Committee and described in Exhibit A attached hereto. For
                  calendar year 1997, Executive's maximum bonus under the EBITDA
                  bonus plan shall be fifty one thousand dollars ($51,000) and
                  shall be based entirely on the Company's EBITDA.

                  (c) Stock Options. Executive shall be entitled to participate
                  in all stock option plans and programs of the Company existing
                  from time to time other than plans that exclude executive
                  employees generally.

                  (d) Other Executive Benefit Plans. Executive shall be eligible
                  to participate in all pension and welfare plans and programs
                  of the Company for executive employees, existing from time to
                  time, including, without limitation, the following:

                           (i) All qualified benefit plans and programs (e.g.,
                  defined contribution, supplemental retirement and Section
                  401(k) plans, long-term disability and life insurance plans
                  and programs);

                           (ii) All hospitalization and medical plans and
                  programs; and

                           (iii) All retirement plans and programs.

                  (e) Annuity. The Company shall continue to pay the premiums on
                  the annuities that are currently in effect for the benefit of
                  Executive.

                  (f) Office Space. The Company shall continue to provide
                  Executive with office space and support staff consistent with
                  the past.

                  (g) Car Allowance. The Company shall pay Executive a car
                  allowance of six hundred dollars ($600.00) per month.

         5.       Termination of Employment for Cause.

                  (a) Compensation and Benefits. If, prior to the expiration of
                  the Period, (i) Executive's employment is terminated by the
                  Company for Cause, or (ii) Executive resigns from his
                  employment hereunder other than under circumstances covered by
                  Section 6 below, Executive shall not be eligible to receive
                  any compensation or benefits or to participate in any plans or
                  programs under Section 4 hereof with respect to the Period
                  after the date of such termination except for the right to
                  receive benefits under any plan or program, to the extent
                  vested, in accordance with the terms of such plan or program
                  and except for benefits provided in accordance with customary
                  practices of the Company at Executive's expense (e.g.,
                  hospitalization and medical insurance).

                  (b) Date of Termination. The date of termination of
                  Executive's employment by the Company under this Section 5
                  shall be two (2) weeks after receipt by Executive of written
                  notice of termination for Cause or after receipt by the
                  Company of written notice of Executive's resignation.

         6.       Termination of Employment Without Cause or Resignation After
                  Substantial Breach.

                  (a) Compensation and Benefits. If, prior to the expiration of
                  the Period, Executive 's employment is terminated by the
                  Company without Cause, or if, prior to the expiration of the
                  Period Executive resigns from his employment hereunder
                  following a Substantial Breach, the Company shall pay
                  Executive an amount equal to Executive's then current Base
                  Salary in twenty-four (24) equal monthly installments
                  beginning one month after Executive's termination of
                  employment.

                  (b) Date of Termination. The date of termination of
                  Executive's employment by the Company under this Section 6
                  shall be the date specified in the written notice of
                  termination to Executive, or if no such date is specified
                  therein, the date on which such notice is given to Executive.
                  The date of resignation by Executive under this Section 6
                  shall be two weeks after receipt by the Company of written
                  notice of resignation, provided that the Substantial Breach
                  specified in such notice shall not have been corrected by the
                  Company during such two week period.

         7.       Termination of Employment by Disability.

                  (a) Compensation and Benefits. If Executive becomes
                  Permanently Disabled prior to the expiration of the Period,
                  the Company shall be entitled to terminate Executive's
                  employment at the later of (x) six months from the date
                  Executive becomes Permanently Disabled but not beyond the end
                  of the Period or (y) the date the Company could terminate
                  Executive in accordance with the Company's normal policies in
                  such matters as applied to all other salaried employees. In
                  the event of such termination of Executive's employment,
                  Executive shall be entitled to receive from the Company the
                  following:

                           (i) Executive shall be entitled to continued
                  participation in hospital and medical plans and programs of
                  the Company in accordance with Company policy as it pertains
                  to disabled salaried employees; that is for the period of said
                  disability or until normal retirement age subject to the rules
                  and practice of the plan(s).

                           (ii) Executive shall be entitled to received benefits
                  under any other Company plan or program (to the extent
                  Executive is vested) in accordance with the terms of such plan
                  or program.

                  (b) Date of Termination. The date of termination of
                  Executive's employment under Section 7 shall be the date
                  determined pursuant to Section 7(a) above.

         8.       Termination of Employment by Death.

                  (a) Compensation and Benefits. If Executive dies prior to the
                  expiration of the Period, the Executive's estate or his
                  beneficiary as appropriate shall be entitled to receive
                  benefits under the Company's plan(s) or program(s) in
                  accordance with the terms of such plan(s) or program(s).

         9.       Termination of Employment by Nonrenewal of This Agreement. If
                  Executive is employed by the Company at the end of the Period
                  (and the Period is not extended by mutual agreement of
                  Executive and the Company), the Company shall pay Executive an
                  amount equal to Executive's then current Base Salary in
                  twenty-four (24) equal monthly installments beginning one
                  month after Executive's termination of employment.

         10.      Noncompetition. During the terms of Executive's employment
                  with the Company and for twenty-four (24) months thereafter,
                  Executive shall refrain from directly or indirectly, on his
                  own behalf or on behalf of any other person or entity, compete
                  with the Company or any of its subsidiaries, anywhere in the
                  continental United States, including but not limited to
                  directly or indirectly rendering any services, advice or
                  counsel in any capacity whatsoever, for any entity or person
                  that engages in or is in the process of or anticipates
                  engaging in any business which in any manner competes with the
                  Company or any of its subsidiaries. At the option of the
                  Company, the Company may extend the term of this covenant not
                  to compete for two (2) additional one (1) year periods
                  provided that the Company exercises its options six (6) months
                  prior to the first day such option period would take effect
                  and pays Executive an amount equal to one-twelfth (1/12) of
                  the Base Salary in effect on the date of Executive's
                  termination of employment each month during the extended term
                  of this covenant not to compete. In the event that the Company
                  does not exercise its final option to extend this covenant not
                  to compete into the third year after termination, it shall no
                  longer have the right to exercise its final option for year
                  four (4). In the event that Executive violates the terms of
                  this Article 10, the term of this covenant not to compete
                  shall be extended for a period of time equal to the period of
                  time that Executive was violating the terms of this Section
                  10.

         11.      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 the
                  Company and relates to the Company's existing or reasonably
                  foreseeable business, including, but not limited to, trade
                  secrets and information relating to the Company's services,
                  marketing plans or proposals and customer information. All
                  information which the Company 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 the Company and any information
                  disclosed by a third party under contract with the Company
                  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 the Company.

                  b. Nondisclosure. During the Period and at all times
                  thereafter, Executive 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 Executive's own or another's benefit or permit
                  the same to be used in competition with the Company, nor will
                  Executive accept any employment which would, by the nature of
                  the position, inherently involve the use or disclosure by
                  Executive of Confidential Information.

         12.      Injunctive Relief. The parties acknowledge that the Company
                  and/or its subsidiaries will suffer irreparable harm if
                  Executive breaches Sections 10 or 11 of this Agreement.
                  Accordingly, the Company shall be entitled, in addition to any
                  other rights and remedies that it may have, at law or at
                  equity, to an injunction, without the parting of a bond or
                  other security, enjoining or restraining Executive from any
                  violation of Sections 10 or 11 of this Agreement. Executive
                  hereby consents to the Company's right to the issuance of such
                  injunction.

         13.      Binding Agreement. This Agreement shall be binding upon, and
                  inure to the benefit of, the parties hereto, any Successor to
                  or assigns of the Company, and Executive's heirs and the
                  personal representative of Executive's estate.

         14.      Severability. If the final determination of a court of
                  competent jurisdiction declares, after the expiration of the
                  time within which judicial review (if permitted) of such
                  determination may be perfected, that any term of provision
                  hereof is invalid or unenforceable, (a) the remaining terms
                  and provisions hereof shall be unimpaired and (b) the invalid
                  or unenforceable term or provision shall be deemed replaced by
                  a term or provision that is valid and enforceable and that
                  comes closest to expressing the intention of the invalid or
                  unenforceable term or provision.

         15.      Amendment; Waiver. This Agreement may not be modified, amended
                  or waived in any manner except by an instrument in writing
                  signed by both parties hereto. The waiver by either party of
                  compliance with any provision of this Agreement by the other
                  party shall not operate or be construed as a waiver of any
                  other provision of this Agreement, or of any subsequent breach
                  by such party of a provision of this Agreement.

         16.      Governing Law. All matters affecting this Agreement, including
                  the validity thereof, are to be governed by, interpreted and
                  construed in accordance with the laws of the State of
                  Minnesota.

         17.      Notices. Any notice hereunder by either party to the other
                  shall be given in writing by personal delivery or certified
                  mail, return receipt requested. If addressed to Executive, the
                  notice shall be delivered or mailed to Executive at the
                  address specified under Executive's signature hereto or such
                  other address which Executive has advised the Company to send
                  notice to, or if addressed to the Company, the notice shall be
                  delivered or mailed to the Company at its executive offices
                  and to the attention of each member of the Board of Directors
                  of the Company at their respective business addresses. A
                  notice shall be deemed given, if by personal delivery, on the
                  date of such delivery or, if by certified mail, on the date
                  shown on the applicable return receipt.

         IN WITNESS WHEREOF, the Company has caused the Agreement to be signed
                  by its officer pursuant to the authority of its Board, and
                  Executive has executed this Agreement, as of the day and year
                  first written above.

                                          EAGLE PACIFIC INDUSTRIES, INC.


                                          By___________________________________
                                                  G. Peter Konen, President



                                          _____________________________________
                                                  William H. Spell




         EXHIBIT A

         EAGLE PACIFIC INDUSTRIES, INC.
         AND SUBSIDIARIES
         EBITDA BONUS PLAN

The following is a summary of the Eagle Pacific Industries, Inc. and
Subsidiaries EBITDA Bonus Plan.

"EBITDA" shall mean the earnings before interest, taxes, depreciation and
amortization for the particular company determined by the auditors for Eagle
Pacific Industries, Inc. ("EPII") in accordance with GAAP for each fiscal year
of EPII.

At or before the beginning of each fiscal year, the Board of Directors of EPII
shall establish three levels of EBITDA for EPII and for each of its
subsidiaries. If the lowest level is achieved, each employee participating in
the EBITDA Bonus Plan will receive one-third of his/her maximum bonus. If the
second highest level of EBITDA is achieved, each employee participating in the
EBITDA Bonus Plan will receive two-thirds of his/her maximum bonus. If the
highest level of EBITDA is achieved, each employee participating in the EBITDA
Bonus Plan will receive his/her maximum bonus. At the same time the Board of
Directors of EPII shall establish the eligible employees, the maximum amount of
their bonuses and the company or companies on which the bonus will be based for
that year.

         An employee must be employed by the Company or one of its subsidiaries
on the last day of the fiscal year in order to be entitled to receive any EBITDA
bonus for that year.