Exhibit 10.12


                           SECURED PROMISSORY NOTE

                                   $418,000

                             Seattle, Washington
                                July 1, 1999


          FOR VALUE RECEIVED, Michael J. Covey(the "Borrower"), hereby
promises to pay to the order of Plum Creek Acquisition Partners, L.P., a
Delaware limited partnership (the "Lender"), the principal sum of six hundred
forty six thousand dollars ($418,000), in lawful money of the United States of
America, on [July 1, 2009] or when demanded pursuant to Section 6 hereof (the
"Repayment Date"), together with accrued and unpaid interest thereon from the
date hereof.

          1.  Interest Rate.  The outstanding principal amount of this
Note, together with all accrued and unpaid interest thereon, shall bear
interest at a rate per annum equal to 9.0%.

          2.  Interest Payments.  Interest payments on the Note shall be
payable annually on [July 1] of each year through the Repayment Date.
Interest shall be calculated on the basis of a year comprised of twelve (12)
thirty (30) day months.  Each payment on this Note shall be credited first to
interest on past due interest, then to past due interest, then to accrued
interest and then to principal.

          3.  Method of Payment.  All payments hereunder shall be made to
Plum Creek Acquisition Partners, L.P., 999 Third Avenue, Suite 2300, Seattle,
Washington 98104-4096, or at such other place, or by such other means, as the
Lender shall designate to the Borrower in writing.  If any payment of
principal or interest on this Note is due on a day which is not a Business
Day, such payment shall be due on the next succeeding Business Day, and such
extension of time shall be taken into account in calculating the amount of
interest payable under this Note.  "Business Day" means any day other than a
Saturday, Sunday or legal holiday in the State of Washington.

          4.  Prepayment.  The Borrower shall have the right to prepay the
principal amount hereof in full or in part, together with all accrued interest
on the amount prepaid to the date of such prepayment, at any time without
penalty.

          5.  Security.  Pursuant to the Security and Pledge Agreement,
dated as of the date hereof (the "Security Agreement"), by and between the
Lender and the Borrower, the obligations of the Borrower hereunder are secured
by the Collateral (as defined in the Security Agreement), and the holder of
this Note is entitled to the Proceeds (as defined in the Security Agreement),
but not the voting rights, of the Collateral.

          6.  Events of Default.

          (a)  Each of the following shall constitute an event of
default  ("Event of Default") hereunder: (i) the Borrower's failure to pay,
within 15 days after the date when such payment is due, any payment of
principal or interest on the Note; (ii) the Borrower's failure to observe or
perform any covenant or agreement contained in the Note; and (iii) the
Borrower's violation of any of the transfer restrictions contained in the
Certificate of Incorporation of Plum Creek Manufacturing Holding Company, Inc.

          (b)  Upon the occurrence of any Event of Default, the holder
of this Note may, by notice in writing to the Borrower, declare this Note and
the principal of and accrued interest on this Note and all other charges owing
to the Lender to be, and the same shall upon such notice forthwith become, due
and payable.  Upon the occurrence of an Event of Default, the holder of this
Note, may, in addition to all rights and remedies available to it at law,
exercise any or all of its rights under the Security Agreement.

          7.  Recourse.  In addition to recourse against the Collateral as
provided in the  Security Agreement, the Lender shall be entitled to recourse
against the Borrower for the payment of any principal of or interest on the
Note or for any claim based hereon (including costs of collection).

          8.  Payable Upon Demand.  The holder of this Note shall have the
right, at its option, by notice in writing to the Borrower, to declare the
entire unpaid principal balance of this Note, irrespective of the maturity
date of this Note, together with accrued interest on this Note and any other
charges owing to the Lender, and the same shall upon such notice forthwith
become, due and payable.

          9.  Costs of Collection.  Upon the failure of the Borrower to
pay any amount due hereunder as and when due (taking into account the
additional 15 days provided in section 5 of the Security Agreement), the
Borrower shall pay on demand any reasonable costs and expenses incurred by the
holder hereof in connection with the collection of any outstanding principal
balance and interest accrued hereunder, and in connection with the enforcement
of any rights or remedies provided for pursuant to this Note and the Security
Agreement.  If not paid on demand, all such costs and expenses automatically
shall be added to the remaining principal balance hereunder as of the date
immediately following the date of such demand.

          10.  Waiver.  The Borrower hereby waives any right it might
otherwise have to require notice or acceptance by any other person of its
obligations or liabilities under this Note which are unconditional and
absolute and waives diligence, presentment, demand of payment, protest and
notice with respect to all of the obligations of the Borrower under this Note
and with respect to any action under this Note and all other notices and
demands whatsoever, except as specifically provided for in this Note.  This
Note may be amended, and the observance of any term of this Note may be
waived, with (and only with) the written consent of the Lender.

          11.  Governing Law.  This Note shall be governed by and construed
in accordance with the laws of the State of Washington.

          12.  Assignment or Pledge of Note.  The Lender shall promptly
notify the Borrower of any endorsement, assignment, pledge or hypothecation of
this Note to a person not affiliated with the Lender.

          13.  Loss, Mutilation, Etc.  Upon notice from the holder of this
Note to the Borrower of the loss, theft, destruction or mutilation of this
Note, and upon receipt of an indemnity reasonably satisfactory to the Borrower
from the holder of this Note or, in the case of mutilation hereof, upon
surrender of the mutilated Note, the Borrower will make and deliver a new note
of like tenor in lieu of this Note.

          14.  Notices.  All notices and other communications required or
permitted under this Note shall be in writing and shall be personally
delivered or sent by certified first class United States mail, postage
prepaid, return receipt requested, and if mailed, shall be deemed to have been
received on the third business day after deposit in the mail, addressed to the
Lender, Plum Creek Acquisition Partners, L.P., 999 Third Avenue, Suite 2300,
Seattle, Washington 98104-4096, Attention:  Chief Financial Officer, or to the
Borrower at the address set forth below the Borrower's signature.  Notice of
any change of either party's address shall be given by written notice in the
manner set forth in this paragraph.


          IN WITNESS WHEREOF, the Borrower has executed this Note on the
date first above written.

BORROWER:


  /s/ Michael J. Covey
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(Signature of Borrower)

Michael J. Covey
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(Print or Type Name)

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(Address)

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(City, State, Zip Code)


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(Telephone Number)