**Exhibit10.1**

**PWEAGLE, INC.**

**EmploymentAgreementwithN. Michael Stickel**

             THIS EMPLOYMENT AGREEMENT isexecuted effective on the 12th day of February, 2001, between N.Michael Stickel (the “**Employee**”)and PW Eagle, Inc. (the “**Eagle**”),having its corporate headquarters at 222 South Ninth Street, Suite 2880,Minneapolis, MN  55402.

WITNESSETH:

             WHEREAS, Eagle desires to engagethe services of the Employee as Senior Vice President – Sales and Marketing ofEagle and to assure the continued service of the Employee to Eagle on the termsand conditions set forth below.

             NOW, THEREFORE, in consideration ofthe premises and mutual agreements hereinafter contained, the parties agree asfollows:

1.          **TERMOF EMPLOYMENT**

             The term of this Agreement andEmployee’s employment under this Agreement shall begin on February 12, 2001,and continue until February 11, 2004. At the expiration of the initial term of this Agreement, the Agreementshall automatically be renewed for a period of one year with any amendments asagreed to by the parties, provided that either party may terminate thisAgreement at the expiration of the initial term by giving written notice to theother party no later than six months prior to the expiration of the initialterm of the Agreement.

2.          **DUTIES**

             Employee is engaged to serve asSenior Vice President – Sales and Marketing of Eagle.  He shall perform such duties and functions commensurate with hisposition and as directed by Eagle. During the term of this Agreement, Employee shall devote all of the time,skills, attention, and energy necessary for the performance of his duties andshall not be employed by any other entity without the expressed writtenpermission of the Chief Executive Officer of Eagle.

3.          **COMPENSATION**

   a.          Base Salary.

             As full compensation for theperformance by the Employee of all of his obligations under this Agreement, theEmployee shall be entitled to receive no less than an annual base salary of$200,000 payable periodically on the payroll schedule established for Eagleemployees.  Base salary shall bereviewed as of December 31 each year commencing with December 31, 2001, andbased on the performance of the Employee, the business conditions of Eagle andthe competitive market, Eagle shall determine the amount, if any, of any increasein base salary to be granted as of such dates.

             b.          AnnualBonus.

             Employee shall be entitled toparticipate in the Company’s Senior Management Performance Bonus Plan.

             c.          StockOptions and Restricted Stock.

             As of the date hereof, in furtherconsideration of the Employee’s employment hereunder, the Employee acknowledgesthat:

             (i)          theEmployee has purchased 15,000 shares of Common Stock of Eagle, a portion of thepurchase price for which Eagle loaned to the Employee subject to the terms of aPromissory Note of even date herewith executed in favor of Eagle;

             (ii)         Eagle has granted the Employee 25,000 shares of restrictedCommon Stock of Eagle, subject to the terms of a Restricted Stock Agreement ofeven date herewith between the Employee and Eagle; and

             (iii)        Eagle has granted the Employee an incentive stock option toacquire 85,000 shares of Eagle’s Common Stock at an exercise price equal to thefair market value for such Common Stock as of the date hereof, subject to theterms of a Incentive Stock Option Agreement between the Employee and Eagle.

4.          **VACATIONAND WELFARE BENEFITS**

             The Employee shall be entitled toall vacation, health/medical, life insurance, savings, and any other planswhich are established for the benefit of Eagle employees.  The Employee shall be entitled to suchparticipation as long as he remains in the employ of Eagle or for any periodfor which he is entitled to continue participation beyond the term of hisemployment as may be specified elsewhere in this Agreement.  Eagle reserves the right to establish,modify, or determine the terms and conditions of any such welfare plans at itsown discretion.

5.          **TERMINATIONOF THE EMPLOYEE’S EMPLOYMENT BY EAGLE**

             a.          Duringthe Life of this Agreement.

             If the Employee’s employment isterminated by Eagle prior to the expiration of this Agreement for any reasonother than for cause (as hereinafter defined) or under such circumstances aswould constitute a breach of this Agreement by the Employee, Eagle shall pay tothe Employee, in lieu of continued employment under this Agreement or in lieuof any other policy or program maintained by Eagle, an amount equal to his basesalary for the balance of the initial term of the Agreement remaining at thetime of such termination, provided that such payment shall be for a minimum oftwelve months of his base salary at the time of such termination.  Eagle may make any such payment that arisesfrom this Section on a pay schedule established by Eagle for other executives.  During periods of any such continuing payments,welfare benefits provided to the Employee under this Agreement shall continue.

             b.          Uponthe Expiration of this Agreement.

             Should Eagle elect not to renewthis Agreement upon its expiration, and such election is not as a result ofcause (as hereinafter defined) or breach of this Agreement on the part of theEmployee, and if Eagle no longer wishes to employ the Employee in his position,Eagle shall pay the Employee an amount equal to twelve months of his basesalary at the time of expiration of this Agreement and such payment shall bemade, at the Employee’s option, either in a lump-sum as soon as is practicablefollowing the expiration date of this Agreement or in continuing payments onthe pay schedule established by Eagle for executives and welfare benefits asprovided to the Employee in this Agreement shall continue for the duration ofsuch payments.

             c.          Terminationfor Cause, Resignation or Retirement.

             If the Employee’s employmentterminates at any time for cause or his resignation or retirement, the Employeeshall forfeit the right to any severance payments hereunder.  For purposes of this subsection, “cause”shall include larceny or theft of property of Eagle or any affiliated companyor Eagle; revealing trade secrets of Eagle, any affiliated company, or Eagle toanyone except as expressly authorized by Eagle in the performance or theEmployee duties or as required by law; willful dishonesty, gross misconduct, orfraud toward Eagle, or any affiliated company or conviction of a felonyinvolving moral turpitude.

             d.          Severance.

             (i)             Anythingcontained herein to the contrary notwithstanding, Eagle’s obligation to theEmployee to make severance payments under this Agreement shall cease upon thetermination of the Employee’s employment with Eagle for reason of retirement bythe Employee, his death, his disability for a period exceeding six (6) months,or under any other circumstances as would constitute a breach of this Agreementby the Employee, including, but not limited to, his resignation from his employment.

             (ii)         Any payment of severance payments provided herein may, atEagle’s discretion, be conditioned upon the execution of a release by theEmployee of all claims against Eagle arising out of his employment and thetermination thereof.

6.          **CONFIDENTIALINFORMATION AND NON-COMPETITION**

             a.          TheEmployee acknowledges the importance of Eagle’s arrangements with itsemployees, suppliers, and customers and he further acknowledges that the natureof these arrangements and other information concerning the business processes,formulas, programs, methods, techniques, policies, and practices of Eagle aretrade secrets and constitute valuable assets of Eagle.  Therefore:

             (i)          TheEmployee shall not disclose or furnish to anyone, either directly orindirectly, either during his employment under this Agreement or at any timeafter his employment, any such trade secret of Eagle or any other companycontrolling, controlled by, or under common control with Eagle that comes intohis possession during the course of his employment.

             (ii)         To the extent that the Employee has knowledge of such tradesecrets or any other information concerning Eagle which has not been disclosedto the public by Eagle and is material under applicable securities laws, theEmployee acknowledges and agrees that the effect of the applicable securitieslaws prohibit the Employee from trading in Eagle’s stock unless and until Eaglevoluntarily discloses such material information to the general public.

             (iii)        Upon termination of the Employee’s employment for any reason,the Employee agrees not to compete in the manner described hereinafter, withthe business currently conducted by Eagle in the United States for a period oftwelve months following such termination. The Employee agrees that, during such period, he will not be employedby, work for, advise, consult with, serve, or assist in any way, directly orindirectly, any party whose activities or business are similar to or incompetition with the business of Eagle.

             (iv)       Upon termination of the Employee’s employment for any reason,the Employee agrees not to solicit, cause or assist to solicit for a period oftwelve months following such termination, on behalf of himself or any businessor organization with which he becomes directly or indirectly associated byownership, employment, consultancy or otherwise, regardless of whether or nothe receives compensation therefrom, (1) any person employed or compensated inany manner by Eagle, or to work, consult for or otherwise become associatedwith him or any such business or organization, or (2) any customer who has donebusiness with Eagle at any time within the one (1) year period preceding thedate of his termination of employment, to purchase or otherwise acquire aproduct similar to a product sold by Eagle.

Theforegoing restrictions on competition by the Employee described in the Sections6(a)(iii) and (iv) shall also be operative during the term of the Employee’semployment.  They shall also beoperative for the benefit of Eagle and of any business owned or controlled byEagle, or any successor or assign if any of the foregoing, but shall terminateif Eagle and the companies with which it becomes affiliated as of the effectivedate of this Agreement cease to engage in all of the businesses in which Eagleis engaged as of the time Employee’s employment terminates.

             b.          TheEmployee shall surrender to Eagle immediately upon termination of hisemployment all books, records, and property belonging to Eagle or relating tothe employees, business, suppliers, and customers of Eagle without making orretaining any copies.

             c.          TheEmployee acknowledges that Eagle will suffer irreparable damage and injury andwill not have an adequate remedy at law in the event of any breach by him ofany provision of this Section 6.  Accordingly,in the event of a breach or of a threatened or attempted breach by the Employeeof any of the preceding provisions of this Section 6, in addition to all otherremedies to which Eagle is entitled under law, Eagle shall be entitled to atemporary and permanent injunction (without the necessity of showing any actualdamage) or a decree of specific performance of the provisions of this Section6, and no bond or other security shall be required in that connection.

7.          **DISCOVERIES**

TheEmployee will promptly disclose, in writing, to Eagle each improvement,discovery, idea, and invention relating to the business of Eagle made orconceived by him either alone or in conjunction with others while employed byEagle or within one (1) year after the termination of such employment if suchimprovement, discovery, idea, or invention that results from or was suggestedby such employment whether or not patentable, whether or not made or conceived(i) at the request of or upon the suggestion of Eagle (ii) during his usualhours of work, (iii) on or about the premises of Eagle and whether or not prioror subsequent to the execution hereof. He will not disclose any such improvement, discovery, idea, or inventionto any person except Eagle.  Each suchimprovement, discovery, idea, or invention shall be the sole and exclusiveproperty of, and is hereby assigned to, Eagle and at the request of Eagle,Employee will assist and cooperate with Eagle and any person or persons fromtime to time designated by Eagle to obtain for Eagle the grant of any letterspatent in the United States and/or such other country or countries as may bedesignated by Eagle, covering any applications, statements, assignments, orother documents, furnish such information and data and take all such otheraction (including without limitation, the giving of testimony) as Eagle mayfrom time to time reasonably request.

8.          **MISCELLANEOUS**

             a.          TheEmployee shall be entitled to participate in any Deferred Compensation Programestablished for Eagle executives related to any bonuses or other payments inthis Agreement that are eligible for deferred payment under the terms of anysuch Plan.

             b.          TheEmployee shall be reimbursed for, or have directly paid by Eagle (dependentupon Eagle’s financial policy), travel, entertainment, and other associatedexpenses deemed reasonably necessary in carrying out the duties of hisposition.

             c.          TheEmployee represents and warrants to Eagle that upon commencement of employmentwith Eagle that he will not at any time be bound by any agreement that would beviolated by his execution or performance of this Agreement.

             d.          TheEmployee may not assign any of his rights or delegate any of his duties underthis Agreement.

             e.          Anynotice or other communication under this Agreement shall be in writing andshall be considered given when mailed by registered mail, return receiptrequest, to either party.

             f.           ThisAgreement sets forth the entire understanding of the parties, and completelyand fully supersedes and replaces any prior agreement(s) with respect to thesubject matter herein, written or oral, to which the Employee was a party.  This Agreement shall be governed by andconstrued in accordance with the law of the State of Oregon applicable to agreementsmade in that state and cannot be changed or terminated except by writtenagreement duly signed by both parties. If any provision of this Agreement or the application thereof to anyparty or circumstance is finally held invalid or unenforceable, the remainingprovisions of this Agreement and the application of such provisions to theother party or circumstances will not be affected thereby, the provisions ofthis Agreement being severable in any such instance, and the unlawful provisionshall be deemed to be amended to conform to requirements of any applicable law.

9.          Any controversy or claim, includingclaims for damages arising out of or relating to this Agreement, or any breachthereof, or other matters related to the termination of the Employee’sEmployment, shall be settled in arbitration in accordance with the CommercialArbitration Rules of the American Arbitration Association, and judgment uponthe award rendered by the Arbitrator may be entered in any court havingjurisdiction thereof.

10.        This Agreement may be signed in one ormore counterparts and all such counterparts, taken together, shall constituteone document.

             IN WITNESS WHEREOF, this EmploymentAgreement has been executed by a duly authorized officer of Eagle on this 12thday of February, 2001.

| PW  EAGLE, INC.                |
|--------------------------------|
| (the  “**Company**”) |
| By:  /s/ William H. Spell      |