Exhibit 10.2





| | AMENDMENT NO. 4 AND WAIVER(this Amendment), dated as of March 27, 2002, by and amongPW EAGLE, INC., a Minnesota
corporation (the Company) and the investors party to the Purchase Agreement referred to below on the date hereof (the Investors).
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WHEREAS, the Company and the Investors are parties to a Securities Purchase Agreement, dated as of September 20, 1999 (as amended, supplemented or otherwise modified through the
date hereof, including pursuant to an Amendment dated as of March 27, 2001 (Amendment No. 1), an Amendment dated as of August 14, 2001 (Amendment No. 2) and an Amendment dated as of February 28, 2002
(Amendment No. 3), the Purchase Agreement) pursuant to which the Investors purchased $32,500,000 principal amount of the Companys senior subordinated notes; and





WHEREAS, the Company has requested, and the Investors party hereto are willing (subject to the terms and conditions hereof), to waiver certain
provisions of the Purchase Agreement as provided herein;





NOW, THEREFORE, the parties hereto agree as follows:





1.    Defined Terms.    Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings given to them in the Purchase Agreement.





2.    Waiver of March
Financial Covenant Defaults.    In reliance upon and subject to the accuracy of the representations set forth in this Amendment, upon the Effective Date but with effect as of March 31, 2002, the Investors hereby waive any
Event of Default that exists because of the failure by the Company to comply as of March 31, 2002 with Sections 8.9(a) and 8.9(b) of the Purchase Agreement; provided, however, that the waiver set forth in this Section 2 is subject to
the Company achieving EBITDA (as defined in the Senior Credit Agreement) for the fiscal quarter ending March 31, 2002 of at least $340,000.





3.    Representations and Warranties.    In order to induce the Investors to enter into this Amendment, the Company hereby represents and warrants that (x) no Default or
Event of Default exists on the Effective Date, after giving effect to this Amendment, (y) no Default or Event of Default (in each case as defined in the Senior Credit Agreement) exists on the Effective Date, after giving effect to the amendment to
the Senior Credit Agreement referred to in Section 4 hereof and (z) all of the representations and warranties contained in the Note Documents shall be true and correct in all respects on the Effective Date, after giving effect to this Amendment,
with the same effect as though such representations and warranties had been made on and as of the Effective Date (it being understood that any representation or warranty made as of a




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specified date shall be true and correct in all material respects as of such specific date), in each case except as previously disclosed in writing to the Investors.





4.    Effectiveness of this Amendment.    This Amendment shall become effective on the date (the
Effective Date) when:





(i) the Company and the Required Investors shall have signed a counterpart hereof
(whether the same or different counterparts),





(ii) the Investors shall have received a copy of a duly executed amendment of the
Senior Credit Agreement, in form and substance satisfactory to the Required Investors, and





(iii) the Required Investors shall
be satisfied, in the reasonable exercise of their discretion, that, after giving effect to this Amendment, the Company will not commit an Event of Default (as defined in the Sale and Leaseback Documents) with respect to the financial
covenants contained therein for the fiscal period ended March 31, 2002.





5.    Financial Covenants
Amendments.    The financial covenants contained in Section 8.9 (as amended by Amendment No. 3) of the Purchase Agreement have been computed on the assumption that the lease transactions contemplated by the Sale and Leaseback
Documents are accounted for as operating leases and not as capital leases. Because such transactions are required by GAAP to be accounted for as capital leases, the covenants contained in Section 8.9 of the Purchase Agreement shall be modified by
the Required Investors, nunc pro tunc, to reflect such different accounting treatment. Said covenants as so modified by the Required Investors, in the commercially reasonable exercise of their discretion, shall provide, as close as commercially
practical, the same performance tests and expenditures limits as contained in Section 8.9 (as amended by Amendment No. 3) of the Purchase Agreement, adjusted only for the difference in accounting treatment.





6.    Miscellaneous.





(a) This Amendment is limited as specified and shall not constitute an amendment, modification or waiver of any other provision of the Purchase Agreement or any other
Note Document.





(b) This Amendment may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.





(c) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




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(d) The parties hereby agree that this Amendment shall be a Note Document for
all purposes under the Purchase Agreement. From and after the Effective Date, all references in the Purchase Agreement and each of the other Note Documents to the Purchase Agreement shall be deemed to be references to the Purchase Agreement as
amended hereby.





(e) All notices, demands and requests of any kind to be delivered to any party hereto in
connection with this Amendment shall be delivered in accordance with the notice provisions contained in the Purchase Agreement.





(f) The headings used herein are for convenience of reference only and shall not affect the construction of, nor shall they be taken into consideration in interpreting, this Amendment.





IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this AMENDMENT to be duly executed and delivered as of the date first above
written.








PW EAGLE, INC.By:

/s/ Roger R. Robb             03/27/02 Name: Roger R. Robb Title: Chief Financial Officer





J.P. MORGAN PARTNERS (23A SBIC), LLCBy:

J.P. MORGAN PARTNERS (23A SBIC MANAGER), INC., Its Managing MemberBy:

/s/ Richard D. Waters Name: Richard
D. Waters Title: Partner





MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANYBy:

David L. Babson & Company Inc. as Investment AdvisorBy:

/s/ Richard C. Morrison Name:
Richard C. Morrison Title: Managing Director




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MASSMUTUAL CORPORATE INVESTORSBy:

/s/ Richard C. Morrison Name:
Richard C. Morrison Title: Managing DirectorThe foregoing is executed on behalf of MassMutual Corporate Investors, organized under a Declaration of Trust, dated September 13, 1985, as amended from time to
time. The obligations of such Trust are not personally binding upon, nor shall resort to be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but the Trusts property only shall be
bound.





MASSMUTUAL PARTICIPATION INVESTORSBy:

/s/ Richard C. Morrison Name:
Richard C. Morrison Title: Managing DirectorThe foregoing is executed on behalf of MassMutual Participation Investors, organized under a Declaration of Trust, dated April 7, 1988, as amended from time to
time. The obligations of such Trust are not binding upon, nor shall resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust individually, but the Trusts assets and property only shall be
bound.





MASSMUTUAL CORPORATE VALUE PARTNERS LIMITEDBy:

David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company, as Investment ManagerBy:

/s/ Richard C. Morrison Name:
Richard C. Morrison Title: Managing Director




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