Exhibit N
Irrevocable Proxy.<PAGE>
<PAGE>
IRREVOCABLE PROXY
The undersigned, William Blair Mezzanine Capital Fund, L.P., hereby
irrevocably appoints Eagle Pacific Industries, Inc., acting through
its Board of Directors, with full power of substitution, its proxy
to represent and vote all shares of common stock of Eagle Pacific
Industries, Inc. owned by it or registered in its name from time to
time or owned by its Affiliates (as defined by the rules and
regulations promulgated under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended) or
registered in such Affiliate(s) name from time to time as a result
of a transfer of such shares from the undersigned to such
Affiliate(s) at any meeting of the shareholders of Eagle Pacific
Industries, Inc. This proxy shall terminate immediately and
without any other action on the part of the undersigned with
respect to any shares of common stock of Eagle Pacific Industries,
Inc. transferred by the undersigned to a party that is not an
Affiliate of the undersigned at such time as such transfer is made.
This proxy shall terminate immediately and without any other action
on the part of the undersigned upon the occurrence of any Event of
Default described in Section 6.1 of that certain debenture
acquisition agreement dated as of March 16, 1995 by and among the
undersigned, Eagle Plastics, Inc. and Eagle Pacific Industries,
Inc., as amended. This proxy is being granted to Eagle Pacific
Industries, Inc. in connection with that certain amendment
agreement by and among the undersigned, Eagle Plastic, Inc., Eagle
Pacific Industries, Inc., Pacific Plastics, Inc. and Arrow Pacific
Plastics, Inc. of even date herewith.
WILLIAM BLAIR MEZZANINE
CAPITAL FUND, L.P.
By: William Blair Mezzanine Capital
Partners, L.P., its general partner
By: /s/ Timothy J. MacKenzie
A General Partner
Date: May 10, 1996<PAGE>
