Exhibit 10.10


                           SECURED PROMISSORY NOTE

                                  $418,000

                             Seattle, Washington
                                July 1, 1999


          FOR VALUE RECEIVED, Charles P. Grenier(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/ Charles P. Grenier
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(Signature of Borrower)

Charles P. Grenier
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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)