Prepared by MerrillDirect





Exhibit 10.3


	 	PROMISSORY NOTE
	 	Minneapolis, Minnesota
	$78,094	March 9, 2001
			



             FOR
VALUE RECEIVED, N. Michael Stickel (the "Maker") promises to pay to PW Eagle,
Inc., its or successors or assigns ("Eagle"), at such
place as may be designated from time to time by Eagle, in lawful money of the
United States of America, the principal sum of Seventy Eight Thousand and
Ninety Four Dollars ($78,094) together with interest on the unpaid principal
balance hereof, from the date hereof until this Promissory Note (the
"Note") is fully paid, at an annual rate equal to the Applicable
Interest Rate (defined below), calculated on the basis of actual number of days
elapsed in a 360-day year.


Payment of Interest.


             The
principal balance of this Note will accrue interest from the date hereof until
this Note is paid in full at that interest rate applicable to Eagle’s revolving
credit facility in place during the term of this Note (the “Applicable Interest
Rate”).  Interest only shall be paid (at
the Applicable Interest Rate) on the last day of each calendar year commencing
on December 30, 2001, and continuing on the last day of each and every calendar
year thereafter until that date on which the Maker shall have paid the
principal balance of this Note in full, but in no event later than February 28,
2006 (the “Maturity Date”).


Payments of Principal.


             On
the Maturity Date, the entire principal balance of this Note plus accrued
interest and all other charges and sums due under this Note shall be due and
payable in full.


Prepayment.


             This
Note may be prepaid in whole at any time, or in part from time to time, at the
option of the Maker, without penalty or premium.


Application of Payments.


             All
payments shall be applied first to any costs of collection, then to the payment
of accrued interest, and then to the principal balance of this Note.  If any payment of principal, interest, late
charge of other sum be made hereunder becomes due and payable on a day other
than a business day, the due date of such payment shall be extended to the next
succeeding business day and interest thereon shall be extended to the next
succeeding business day and interest thereon shall be payable at the Applicable
Interest Rated during such extension.





Use of Proceeds.


             Eagle
acknowledges that this Note was issued to Eagle in partial payment of 15,000
shares of Common Stock of PW Eagle, Inc. purchased by the Maker from Eagle as
of the date hereof (the “Purchased Stock”).


Security.


             As security for the payment and performance of this Note,
the Maker hereby pledges to Eagle all of the Maker’s right, title and interest
in and to the Purchased Stock, and all dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Purchased Shares.  Upon request
by Eagle, the Maker shall deliver to Eagle the Purchased Shares for possession
during the term of this Note, and Eagle shall
refrain from exercising the voting and other consensual rights pertaining to
the Purchased Shares.


Events of Default.


             The
occurrence of any one or more of the following events shall constitute an Event
of Default:


             (a)         The
Maker shall fail to make when due any payment of principal of, or interest on,
this Note and such failure shall continue for a period of thirty days after the
Maker receives written notice from Eagle of such failure; or



             (b)        The
Maker’s employment with Eagle is terminated for any reason including, without
limitation, death or total disability.



Remedies.


             If
any Event of Default shall occur and be continuing, then Eagle may declare that
the outstanding unpaid principal balance of the Note, the accrued and unpaid
interest thereon and all other obligations of the Maker to Eagle to be
forthwith due and payable, whereupon the Note, all accrued and unpaid interest
thereon and all such obligations shall immediately become due and payable, in
each case without further demand or notice of any kind.





No Waiver.


             No
delay or failure on the part of Eagle in exercising any right or remedy
hereunder, or at law or at equity, shall operate as a waiver of or preclude the
exercise of any such right or remedy, and no single or partial exercise by
Eagle of any such right or remedy shall preclude or estop another or further
exercise thereof or exercise of any other right or remedy.  No waiver by Eagle hereof shall be effective
unless in writing signed by Eagle.  A
waiver on any one occasion shall not be construed as a waiver of any such right
or remedy on any prior or subsequent occasion.


Costs of Collection.


             The
Maker agrees to pay all costs of collection, including attorneys' fees, in the
event that any amount under this Note is not paid when due.


Miscellaneous.


             This
Note is being delivered in, and shall be governed by the laws of, the State of
Minnesota.  Presentment or other demand
for payment, notice of dishonor and protest are expressly waived.


 


	 	/s/ N. Michael Stickel



	 	N.
  Michael Stickel
	 	(the
  “Maker”)