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Exhibit 10.8    
  


 
 

AMENDMENT NO. 7
  TO
  REAL ESTATE PURCHASE AND SALE AGREEMENT    
  


    THIS AMENDMENT NO. 7 TO REAL ESTATE PURCHASE AND SALE AGREEMENT (this "Amendment") dated as of May 25, 2001, is made by and between Pope Resources, a
Delaware limited partnership, its wholly owned subsidiary Olympic Property Group LLC, a Washington limited liability company, and its wholly owned subsidiaries Olympic Real Estate Development LLC, a
Washington limited liability company, Olympic Real Estate Management, Inc., a Washington corporation, and Olympic Resorts LLC, a Washington limited liability company (collectively "Seller"),
HCV Pacific Partners LLC, a California limited liability company (or its assigns as permitted herein) ("Buyer"), and Port Ludlow Associates LLC, a Washington limited liability company (or its assigns
as permitted herein) ("Assignee"), regarding that certain Real Estate Purchase and Sale Agreement dated January 12, 2001, between Buyer and Seller, as amended by Amendment No. 1 dated
February 8, 2001, Amendment No. 2 dated February 14, 2001, Amendment No. 3 dated February 27, 2001, Amendment No. 4 dated March 26, 2001, Amendment
No. 5 dated May 15, 2001, and Amendment No. 6 dated May 18, 2001 (as amended, the "Agreement"), for the purchase and sale of certain property located in Jefferson and
Pierce Counties, Washington, described therein (the "Property"). 


    I.  EFFECT OF AMENDMENT.  This Amendment amends and modifies the Agreement. In the event of any conflict
between the Agreement and this Amendment, this Amendment shall control. Except as contained within the Agreement and this Amendment, there are no other agreements or understandings between Buyer and
Seller relating to the Property. Capitalized terms not otherwise defined herein shall have the meanings given them under the Agreement. 


    II.  EXTENSION OF TIME.  In Sections XII and XIII of Amendment No. 5 (as amended by
Section II of Amendment No. 6) and in Section 16.9 of the Agreement (as amended by Section XVI of Amendment No. 5 and Section II of Amendment No. 6),
the date "May 25, 2001," is hereby replaced in each instance by the date "June 1, 2001." In Section XIX of Amendment No. 5 (as amended by Section II of Amendment
No. 6), the date "May 25, 2001," is hereby replaced by the date "June 1, 2001." 


    III.  EARNEST MONEY.  Within three (3) business days after the mutual execution and delivery of
the OWSI Stock Purchase Agreement, Buyer shall deposit with Escrow Officer the additional sum of Nine Hundred Thousand Dollars (US$900,000.00), which sum shall be deemed part of the Earnest Money.
Upon Buyer's deposit of said additional sum, Buyer shall have paid to Escrow Officer all Earnest Money due under Section 2.4 of the Agreement. 





 


    Except as expressly amended by this Amendment, the Agreement is hereby ratified and confirmed and shall take full force and effect. 



	BUYER:	 	PORT LUDLOW ASSOCIATES LLC, a Washington limited liability company
	

 	
 	

By West Coast Northwest Pacific Partners LLC, a Washington limited liability company, its manager
	

 	
 	

By:	
 	

/s/ RANDALL J. VERRUE   

	 	 	Print Name:	 	Randall J. Verrue

	 	 	Its:	 	President

	

 	
 	

Date:	
 	

5/25/01

	
SELLER: 	
 	

POPE RESOURCES L.P., a Delaware limited partnership, by POPE MGP, Inc., a Delaware corporation, its managing general partner
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	V.P. Real Estates

	

 	
 	

Date:	
 	

5/25/01

	

 	
 	

OLYMPIC PROPERTY GROUP LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

5/25/01




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OLYMPIC REAL ESTATE DEVELOPMENT LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

5/25/01

	

 	
 	

OLYMPIC REAL ESTATE MANAGEMENT, INC., a Washington corporation
	 	 	By:	 	/s/ TOM GRIFFIN   

	 	 	Print Name:	 	Tom Griffin

	 	 	Its:	 	Vice President

	

 	
 	

Date:	
 	

5/25/01

	

 	
 	

OLYMPIC RESORTS LLC, a Washington limited liability company
	

 	
 	

By:	
 	

/s/ GREGORY M. MCCARRY   

	 	 	Print Name:	 	Gregory M. McCarry

	 	 	Its:	 	C.O.O.

	

 	
 	

Date:	
 	

5/25/01





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Exhibit 10.8


AMENDMENT NO. 7 TO REAL ESTATE PURCHASE AND SALE AGREEMENT