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Exhibit 10.23    
  


After Recording Return To:  


Marco
de Sa e Silva

Davis Wright Tremaine LLP

2600 Century Square

1501 Fourth Avenue

Seattle, Washington 98101-1688 












 
 

DEED OF TRUST    
  



	Grantor:	 	Port Ludlow Associates LLC, a Washington limited liability company
	
Trustee:	
 	

Jefferson Title Company, Inc., a Washington corporation
	
Beneficiary:	
 	

Pope Resources, a Delaware limited partnership
	
Abbreviated Legal Description:
	

 	
 	

Portions of Sections 8, 16, 17 and 21, Township 28 North, Range 1 East, W.M., Jefferson County, Washington.
	

 	
 	

Complete legal description is on pages 14-17 (Exhibit A) of document.
	
Assessor's Property Tax Parcel Account Numbers:
	

 	
 	

See Attachment 1 hereto.
	
Reference Numbers of Assigned or Released Documents:
	

 	
 	

None.







 
 
 

Attachment 1



	969800001	 	LUDLOW POINT VILLAGE DIV 4

LOT 1
	969800002	 	LUDLOW POINT VILLAGE DIV 4

LOT 2
	998500017	 	TIMBERTON VILLAGE PHASE I

LOT 17 SUBJ/EASE
	998700009	 	TEAL LAKE VILLAGE

LOT 9
	998700015	 	TEAL LAKE VILLAGE

LOT 15
	998700016	 	TEAL LAKE VILLAGE

LOT 16
	998700017	 	TEAL LAKE VILLAGE

LOT 17
	998700018	 	TEAL LAKE VILLAGE

LOT 18
	998700074	 	TEAL LAKE VILLAGE

LOT 74
	998700075	 	TEAL LAKE VILLAGE

LOT 75
	998700076	 	TEAL LAKE VILLAGE

LOT 76
	998700077	 	TEAL LAKE VILLAGE

LOT 77
	998700078	 	TEAL LAKE VILLAGE

LOT 78
	998700094	 	TEAL LAKE VILLAGE

LOT 94
	998700099	 	TEAL LAKE VILLAGE

LOT 99
	999700011	 	WOODRIDGE VILLAGE DIV 1

LOT 11
	999700019	 	WOODRIDGE VILLAGE DIV 1

LOT 19
	999700023	 	WOODRIDGE VILLAGE DIV 1

LOT 23
	999700024	 	WOODRIDGE VILLAGE DIV 1

LOT 24
	999700025	 	WOODRIDGE VILLAGE DIV 1

LOT 25
	999700026	 	WOODRIDGE VILLAGE DIV 1

LOT 26
	999700027	 	WOODRIDGE VILLAGE DIV 1

LOT 27
	999700028	 	WOODRIDGE VILLAGE DIV 1

LOT 28
	999700030	 	WOODRIDGE VILLAGE DIV 1

LOT 30



2





 

	999700036	 	WOODRIDGE VILLAGE DIV 1

LOT 36
	968600027	 	LUDLOW BAY VILLAGE

LOT TH-14
	968600028	 	LUDLOW BAY VILLAGE

LOT TH-15
	968600029	 	LUDLOW BAY VILLAGE

LOTS TH-16 & 16A
	968600030	 	LUDLOW BAY VILLAGE

LOT TH-17
	968600031	 	LUDLOW BAY VILLAGE

LOT TH-18
	968600032	 	LUDLOW BAY VILLAGE

LOT TH-19
	968600033	 	LUDLOW BAY VILLAGE

LOT TH-20
	968600034	 	LUDLOW BAY VILLAGE

LOT TH-21
	968600035	 	LUDLOW BAY VILLAGE

LOT TH-22
	968600036	 	LUDLOW BAY VILLAGE

LOT TH-23
	968600037	 	LUDLOW BAY VILLAGE

LOT TH-24
	968600038	 	LUDLOW BAY VILLAGE

LOT TH-25
	968600039	 	LUDLOW BAY VILLAGE

LOT TH-26
	968600040	 	LUDLOW BAY VILLAGE

LOT TH-27
	968600041	 	LUDLOW BAY VILLAGE

LOTS TH-28 & 28A
	968600042	 	LUDLOW BAY VILLAGE

LOTS TH-29 & 29A
	968600043	 	LUDLOW BAY VILLAGE

LOT TH-30
	968600044	 	LUDLOW BAY VILLAGE

LOT TH-31
	968600045	 	LUDLOW BAY VILLAGE

LOT TH-32
	968600046	 	LUDLOW BAY VILLAGE

LOT TH-33
	968600047	 	LUDLOW BAY VILLAGE

LOT TH-34
	968600048	 	LUDLOW BAY VILLAGE

LOT TH-35
	968600049	 	LUDLOW BAY VILLAGE

LOT TH-36
	968600050	 	LUDLOW BAY VILLAGE

LOT TH-37



3





 

	968600051	 	LUDLOW BAY VILLAGE

LOT TH-38
	968600052	 	LUDLOW BAY VILLAGE

LOT TH-39
	968600053	 	LUDLOW BAY VILLAGE

LOT TH-40
	968600054	 	LUDLOW BAY VILLAGE

LOT TH-41
	968600055	 	LUDLOW BAY VILLAGE

LOT TH-42
	968600056	 	LUDLOW BAY VILLAGE

LOT TH-43
	968600057	 	LUDLOW BAY VILLAGE

LOTS TH-44 & 44A
	968600058	 	LUDLOW BAY VILLAGE

LOTS TH-45 & 45A
	968600059	 	LUDLOW BAY VILLAGE

LOT TH-46
	968600060	 	LUDLOW BAY VILLAGE

LOT TH-47
	968600061	 	LUDLOW BAY VILLAGE

LOT TH-48
	968600062	 	LUDLOW BAY VILLAGE

LOT TH-49
	968600063	 	LUDLOW BAY VILLAGE

LOT TH-50
	968600064	 	LUDLOW BAY VILLAGE

LOT TH-51
	968600065	 	LUDLOW BAY VILLAGE

LOTS TH-52 & 52A
	968600066	 	LUDLOW BAY VILLAGE

LOT TH-53
	968600009	 	LUDLOW BAY VILLAGE

LOT SF-1
	968600010	 	LUDLOW BAY VILLAGE

LOT SF-2
	968600011	 	LUDLOW BAY VILLAGE

LOT SF-3
	968600012	 	LUDLOW BAY VILLAGE

LOT SF-4
	998500028	 	TIMBERTON VILLAGE PHASE II

LOT 28 SUBJ TO EASE
	998500029	 	TIMBERTON VILLAGE PHASE II

LOT 29 SUBJ TO EASE
	998500030	 	TIMBERTON VILLAGE PHASE II

LOT 30 SUBJ TO EASE
	998500031	 	TIMBERTON VILLAGE PHASE II

LOT 31 SUBJ TO EASE
	998500034	 	TIMBERTON VILLAGE PHASE II

LOT 34 SUBJ TO EASE



4





 

	998500035	 	TIMBERTON VILLAGE PHASE II

LOT 35 SUBJ TO EASE
	998500036	 	TIMBERTON VILLAGE PHASE II

LOT 36 SUBJ TO EASE
	998500037	 	TIMBERTON VILLAGE PHASE II

LOT 37 SUBJ TO EASE
	998500038	 	TIMBERTON VILLAGE PHASE II

LOT 38 SUBJ TO EASE
	998500039	 	TIMBERTON VILLAGE PHASE II

LOT 39 SUBJ TO EASE
	998500040	 	TIMBERTON VILLAGE PHASE II

LOT 40 SUBJ TO EASE
	998500046	 	TIMBERTON VILLAGE PHASE II

LOT 46, SUBJ TO EASE
	998500050	 	TIMBERTON VILLAGE PHASE II

LOT 50 SUBJ TO EASE
	998500051	 	TIMBERTON VILLAGE PHASE II

LOT 51 SUBJ TO EASE
	998500052	 	TIMBERTON VILLAGE PHASE II

LOT 52 SUBJ TO EASE
	998500054	 	TIMBERTON VILLAGE PHASE II

LOT 54 SUBJ TO EASE
	998500055	 	TIMBERTON VILLAGE PHASE II

LOT 55 SUBJ TO EASE
	998500057	 	TIMBERTON VILLAGE PHASE II

LOT 57 SUBJ TO EASE
	998500058	 	TIMBERTON VILLAGE PHASE II

LOT 58 SUBJ TO EASE
	990100005	 	PORT LUDLOW NO 7

LOT 5 SUBJ TO ESMTS OF RECORD
	990100006	 	PORT LUDLOW NO 7

LOT 6 SUBJ TO ESMTS OF RECORD
	990100015	 	PORT LUDLOW NO 7

LOT 15 SUBJ TO ESMTS OF RECORD
	990100019	 	PORT LUDLOW NO 7

LOT 19/20 SUBJ TO ESMTS OF RECORD
	990100021	 	PORT LUDLOW NO 7

LOT 21 SUBJ TO ESMTS OF RECORD
	990100022	 	PORT LUDLOW NO 7

LOT 22 SUBJ TO ESMTS OF RECORD
	821173002	 	TIMBERTON III




5






  



 
 

DEED OF TRUST    
  


    THIS DEED OF TRUST is made this      day of August, 2001, among Port Ludlow Associates LLC, a Washington limited liability company, as Grantor,
whose address is c/o HCV Pacific Partners LLC, 625 Market Street, Suite 600, San Francisco, California 94105; Jefferson Title Company, Inc., a Washington corporation, as Trustee, whose address
is 2205 Washington Street, P.O. Box 256, Port Townsend, Washington 98368; and Pope Resources, a Delaware limited partnership, as Beneficiary, whose address is 19245 Tenth Avenue N.E., Poulsbo,
Washington 98370-0239. 


    Grantor
irrevocably grants, bargains, sells, and conveys to Trustee in trust, with power of sale, the property in Jefferson County, Washington, described on  Exhibit A attached hereto and incorporated
herein by reference, together with all interest and estate therein that the Grantor may hereafter
acquire and together with the rents, issues, and profits therefrom, all waters and water rights however evidenced or manifested, and all appurtenances, buildings, structures, fixtures, attachments,
tenements, and hereditaments, now or hereafter belonging or appertaining thereto (the "Property"). 


    The
Property is divided into the following four (4) categories or types of lots, as shown on Exhibit A: Type I Lots, Type
II Lots, Type III Lots, and Type IV Lots. A Type I Lot is a platted lot improved by a completed single family residence as of the date hereof. A Type II Lot is a platted lot upon which a single family
residence is under construction and is fifty percent (50%) or more completed, based on the estimated total construction cost, as of the date hereof. A Type III Lot is a platted lot upon which a single
family residence is under construction and is less than fifty percent (50%) completed, based on the estimated total construction cost, as of the date hereof. A Type IV Lot is a vacant platted lot. 


    Grantor
covenants the Property is not used principally for agricultural purposes. 


    THIS
DEED IS FOR THE PURPOSE OF SECURING PAYMENT AND PERFORMANCE of each agreement of Grantor incorporated by reference or contained herein and payment of the sum of FIVE MILLION
EIGHT HUNDRED FOURTEEN THOUSAND SEVEN HUNDRED FORTY-TWO DOLLARS (US$5,814,742.00) with interest thereon and any late charges, according to the terms of a promissory note dated of even date
herewith, payable to Beneficiary or order and made by Grantor (the "Note"); all renewals, modifications or extensions thereof; and also such further sums as may be advanced or loaned by Beneficiary to
Grantor, or any of their successors or assigns, together with interest thereon at such rate as shall be agreed upon. 


    As
used herein, "Loan Documents" means the Note, this Deed of Trust, that certain unrecorded Subordination and Release Agreement of even date herewith between Grantor and Beneficiary
(the "Subordination and Release Agreement"), and any other document executed by Grantor in connection with the indebtedness secured hereby, including without limitation any loan agreement, and all
renewals, modifications and extensions thereof. 



    The
Grantor covenants and agrees as follows: 


    1.  To pay all debts and monies secured hereby, when from any cause the same shall become due. To keep the Property free
from statutory and governmental liens of any kind except liens for taxes and assessments not delinquent. That the Grantor is seized in fee simple of the Property and owns outright every part thereof,
that he has good right to make this Deed of Trust and that he will forever warrant and defend said Property unto the Beneficiary, its successors and assigns, against every person whomsoever lawfully
claiming or to claim the same or any part thereof. The Grantor upon request by mail will furnish a written statement duly acknowledged of the amount due on this Deed of Trust and whether any offsets
or defenses exist against the debt secured hereby. 


    2.  To maintain the buildings and other improvements on the Property in a rentable and tenantable condition and state of
repair, to neither commit nor suffer any waste, to promptly comply 


6





 


with all requirements of the Federal, State and Municipal authorities and all other laws, ordinances, regulations, covenants, conditions and restrictions respecting Property or the use thereof, and
pay all fees or charges of any kind in connection therewith. Grantor shall permit Beneficiary or its agents the opportunity to inspect the Property, including the interior of any structures, at
reasonable times and after reasonable notice. 


    3.  To use best efforts and due diligence to complete construction, within one hundred twenty (120) days after
commencement of construction, of a single family residence upon each of the Type II Lots and Type III Lots, pursuant to building permits issued by Jefferson County, Washington, including all
reasonably necessary appurtenances thereto, which shall include without limitation foundations, framing, sheathing, siding, windows, doors, walls, roofing, painting, and insulation; piping and
plumbing fixtures; electrical distribution systems, outlets, and lighting fixtures; heating systems; carpeting and other floor finishes; window coverings; lawns, trees, shrubbery, and other
landscaping; and concrete driveways. 


    4.  To use best efforts and due diligence to sell the Type I Lots, Type II Lots, Type III Lots, and Type IV Lots, to
bona fide purchasers for fair market value, which shall include continuously and exclusively listing such lots for sale with a licensed real estate broker and paying fair and reasonable listing and
sales commissions to such brokers upon closing, subject to Sections 10 and 13 hereof. 



    5.  To maintain unceasingly, property insurance with premiums prepaid, on all of the Property, or hereafter becoming
part of Property, against loss by fire and other causes of loss, and with such endorsements, as may be reasonably required from time to time by the Beneficiary. Such insurance shall be in such amounts
and for such periods of time as Beneficiary reasonably designates and shall include a standard mortgagee clause, and/or a loss payee endorsement (without contribution) in favor of and in form
satisfactory to Beneficiary. The foregoing notwithstanding, Grantor shall not be required to maintain insurance against loss by war damage, nuclear accident, flood, or earthquake unless it is
available at commercially reasonable rates. Grantor covenants upon demand on Beneficiary to deliver to Beneficiary such policies and evidences of payment of premiums as Beneficiary requests. 



    6.  To pay in full at least ten (10) days before delinquent all rents, taxes, assessments, encumbrances, charges,
or liens with interest, that may now or hereafter be levied, assessed or claimed upon the Property that is the subject of this Deed of Trust or any part thereof, which at any time appear to be prior
or superior hereto for which provision has not been made heretofore, and upon request will exhibit to Beneficiary official receipts therefor, and to pay all taxes imposed upon, reasonable costs, fees,
and expenses of this Trust; provided, however, that Grantor, at its sole cost and expense and after written notice and furnishing of an appropriate bond
to Beneficiary, may contest any rents, taxes, assessments, encumbrances, charges, or liens by appropriate proceedings conducted in good faith and with due diligence.. On default under this paragraph,
Beneficiary may, at its option, pay any such sums, without waiver of any other right of Beneficiary by reason of such default of Grantor, and Beneficiary shall not be liable to Grantor for a failure
to exercise any such option. 


    7.  To repay within ten (10) days upon written demand to Grantor all sums expended or advanced under the Loan
Documents by or on behalf of Beneficiary or Trustee, with interest from the date of such advance or expenditure at the rate provided in the Note until paid, and the repayment thereof shall be secured
hereby. Failure to repay such expenditure or advance and interest thereon within ten (10) days of delivery of such demand will, at Beneficiary's option, constitute an event of default
hereunder. All sums expended or advanced by or on behalf of Beneficiary or Trustee in satisfaction of any obligation of Grantor under the Loan Documents and any other loan documents to which Grantor
is a party and under which the Property is subject to a lien shall be paid by Grantor to Beneficiary within ten (10) days of delivery of Beneficiary's written demand, and such repayment
obligation shall be secured by this Deed of Trust. 


7





 

    8.  Time is of the essence hereof in connection with all obligations of the Grantor herein or in the Note. By accepting
payment of any amount secured hereby after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure
so to pay. 


    9.  All sums secured hereby shall become immediately due and payable, at the option of the Beneficiary without demand or
notice, after any of the following occur, each of which shall be an Event of Default: (a) default by Grantor in the payment of any indebtedness secured hereby and expiration of any applicable
cure period provided for in the Note without such default having been cured, (b) default in the performance or observance of any other agreement contained herein or secured hereby and
expiration of any applicable cure period provided for herein or in any other Loan Document without such default having been cured; or (c) if Grantor or any party liable on the Note (including
guarantors) shall make any assignment for the benefit of creditors or shall permit the institution of any proceedings under any federal or state statutes pertaining to bankruptcy, insolvency,
arrangement, dissolution, liquidation or receivership, whether or not an order for relief is entered. In the event of a default, Beneficiary may declare all amounts owed under the Loan Documents
immediately due and payable without demand or notice and/or exercise its rights and remedies under the Loan Documents and applicable law including foreclosure of this Deed of Trust judicially or
nonjudicially by the Trustee pursuant to the power of sale. Beneficiary's exercise of any of its rights and remedies shall not constitute a waiver or cure of a default. Beneficiary's failure to
enforce any default shall not constitute a waiver of the default or any subsequent default. Grantor agrees to pay all reasonable costs, including reasonable attorneys' fees, accountants' fees,
appraisal and inspection fees and cost of a title report, incurred by Beneficiary in connection with collection of the Note or any foreclosure of this Deed of Trust, which costs shall be included in
the indebtedness secured hereby; and in any suit, action or proceeding (including arbitration or bankruptcy proceedings), or any appeal therefrom, to enforce or interpret the Note or any other Loan
Document, or to foreclose this Deed of Trust, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorneys fees and costs of litigation. The Property
may be sold separately or as a whole, at the option of Beneficiary. Trustee and/or Beneficiary may also realize on any personal property in accordance with the remedies available under the Uniform
Commercial Code or at law. In the event of a foreclosure sale, Grantor and the holders of any subordinate liens or security interests waive any equitable, statutory or other right they may have to
require marshaling of assets or foreclosure in the inverse order of alienation. Beneficiary may at any time discharge the Trustee and appoint a successor Trustee who shall have all of the powers of
the original Trustee. 


    10.  Except for those instances in which Grantor pays Beneficiary a Release Fee at the closing of a Property lot sale as
described at Section 13 below and in the Subordination and Release Agreement, if the Property or any part thereof or any interest therein is
sold, conveyed, transferred, encumbered, or full possessory rights therein transferred, or if a controlling interest in Grantor (if a corporation or limited liability company) or a general partnership
interest in Grantor (if a partnership) is sold, conveyed, transferred or encumbered, without the prior written consent of the Beneficiary, then Beneficiary may declare all sums secured by the Deed of
Trust immediately due and payable. This provision shall apply to each and every sale, transfer, conveyance or encumbrance regardless of whether or not Beneficiary has consented or waived its rights,
whether by action, or nonaction, in connection with any previous sale, transfer, conveyance, or encumbrance, whether one or more. Notwithstanding the foregoing, Grantor may sell, convey, transfer, or
encumber the Property or any part thereof or any interest therein to any affiliate of Grantor, or to any limited partnership, general partnership, co-tenancy, or a limited liability
company that is controlled or managed directly or indirectly by Grantor (an "Approved Transferee"). Notwithstanding any sale, conveyance, transfer, or encumbrance, in no event shall Grantor be
released from any obligations under the Loan Documents. 


    11.  


8





 

    11.1 Beneficiary may commence, appear in, and defend any action or proceeding which may affect the Property or the
rights or powers of Beneficiary or Trustee. 


    11.2 If Beneficiary so requires following the occurrence of a default hereunder, Grantor shall pay to Beneficiary
monthly, together with and in addition to any payments of principal and/or interest due under the Note, a sum, as estimated by the Beneficiary, equal to the ground rents, if any, the real estate taxes
and assessments next due on the Property and the premiums next due on insurance policies required under this Deed of Trust, less all sums already paid therefor, divided by the number of months to
elapse before 2 months prior to the date when the ground rents, real estate taxes, assessments and insurance premiums will become delinquent, to be held by Beneficiary without interest and used
to pay such items when due. 


    11.3 This Deed of Trust shall also serve as a financing statement filed for record in the real estate records as a
fixture filing pursuant to the Uniform Commercial Code. To the extent applicable, this is a security agreement under the Uniform Commercial Code. 


    11.4 If any payment made or to be made under the Loan Documents shall constitute a violation of the applicable usury
laws, then the payment made or to be made shall be reduced so that in no event shall any obligor pay or Beneficiary receive an amount in excess of the maximum amount permitted by the applicable usury
laws. 


    11.5 If Grantor is in default, any tender of payment sufficient to satisfy all sums due hereunder or under the Note or
other documents secured hereby, if any, made at any time prior to foreclosure sale shall constitute an evasion of the prepayment terms of the Note, if any, and shall be deemed a voluntary
pre-payment. Any such payment, to the extent permitted by law, shall include the additional payment required under the prepayment privilege in the Note or if at that time there is no
prepayment privilege, then such payment, to the extent permitted by law, will include an additional payment of 5% of the then principal balance. 



    11.6 The right, duties, liabilities and obligations of the parties under the Note shall be construed and governed by and
under the laws of the State of Washington. The right, duties, liabilities, and obligations of the parties with respect to the Property shall be governed by the laws of the state where the Property is
located. It is the intent of the parties that, to the fullest extent allowable by law, the law of the State of Washington shall apply to the transaction of which this Deed of Trust is a part. 




    12.  Grantor agrees to provide written notice to Beneficiary immediately upon Grantor becoming aware that the Property
or any adjacent property is being or has been contaminated after the date hereof with hazardous or toxic waste or substances. Grantor will not cause nor permit any activities on the Property
that directly or indirectly could result in the Property or any other property becoming contaminated with hazardous or toxic waste or substances in violation of any applicable law, regulation, or
ordinance. For purposes of this Deed of Trust, the term "hazardous or toxic waste or substances" means any substance or material defined or designated as hazardous or toxic wastes, hazardous or toxic
material, a hazardous, toxic or radioactive substance or other similar term by any applicable federal, state or local statute, regulation or ordinance now or hereafter in effect. Grantor shall
promptly comply with all statutes, regulations and ordinances which apply to Grantor or the Property, and with all orders, decrees or judgments of governmental authorities or courts having
jurisdiction by which Grantor is bound, relating to the use, collection, storage, treatment, transportation, disposal, control, removal or cleanup of hazardous or toxic substances in, on or under the
Property or in, on or under any adjacent property that becomes contaminated after the date hereof with hazardous or toxic substances as a result of construction, operations or other activities on, or
the contamination of, the Property, at Grantor's expense. Beneficiary may, but is not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such
compliance as it deems advisable to protect its 


9





 


interest as Beneficiary; and whether or not Grantor has actual knowledge of the existence of hazardous or toxic substances in, on or under the Property or any adjacent property as of the date hereof. 


    13.  From time to time during the term hereof, Beneficiary shall grant partial releases of the lien of this Deed of
Trust as to portions of the Property, subject to Grantor's compliance with and satisfaction of the requirements, terms, and conditions set forth within the Subordination and Release Agreement. 


    14.  During the term hereof, Beneficiary shall mutually execute and deliver a subordination agreement with Grantor's
construction lender to subordinate the lien of this Deed of Trust as to certain of the Type III Lots and Type IV Lots, according to the requirements, terms, and conditions set forth in the
Subordination and Release Agreement. 


EXECUTED
as of the day and year first above written. 



	 	GRANTOR:	 	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   
 Randall J. Verrue

Its President




10







  




EXHIBIT:  


A—Legal
Description of Property 



	 
	 	 

	STATE OF WASHINGTON	 	)
	 	 	) ss.
	COUNTY OF KING	 	)





    On
this    day of August, 2001, before me, a Notary Public in and for the State of Washington, personally appeared RANDALL J. VERRUE, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the PRESIDENT of
WEST COAST NORTHWEST PACIFIC PARTNERS LLC, a Washington limited liability company, the manager of PORT LUDLOW ASSOCIATES LLC, a Washington limited liability company, to be the free and voluntary act
and deed of said limited liability company for the uses and purposes mentioned in the instrument. 


    IN
WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. 



	 	 	

	 	 	NOTARY PUBLIC in and for the State of

Washington, residing at
	 	 	 	 	

	

 	
 	


	 	 	My appointment expires	 	 
	 	 	 	 	

	

 	
 	

Print Name	
 	

 
	 	 	 	 	





11





 
 
 

EXHIBIT A
  
    LEGAL DESCRIPTION OF PROPERTY    
  



TYPE I LOTS  


    Lots 9, 94 and 99, Teal Lake Village, as per plat recorded in Volume 6 of Plats, pages 186 through 197, which is an amendment to Volume 6 of Plats, pages 158
through 169, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lots
50 and 51 of Timberton Village Phase II as recorded in Volume 7 of plats, pages 107 through 112, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lots
11, 30 and 36, Woodridge Village, Division I, as per plat recorded in Volume 7 of plats, pages 47 through 50, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


TYPE II LOTS  


    Lot 15, Teal Lake Village, as per plat recorded in Volume 6 of Plats, pages 186 through 197, which is an amendment to Volume 6 of Plats, pages 158 through 169,
records of Jefferson County, Washington. 



    Situate
in the County of Jefferson, State of Washington. 


    Lot
34 of Timberton Village Phase II as recorded in Volume 7 of plats, pages 107 through 112, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lot
27, Woodridge Village, Division I, as per plat recorded in Volume 7 of plats, pages 47 through 50, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


TYPE III LOTS  


    Lot 15, Port Ludlow No. 7, as recorded in Volume 7 of Plats, pages 76 through 83, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lots
16, 17, 18 and 78, Teal Lake Village, as per plat recorded in Volume 6 of Plats, pages 186 through 197, which is an amendment to Volume 6 of Plats, pages 158 through 169, records
of Jefferson County, Washington. 



    Situate
in the County of Jefferson, State of Washington. 


    Lot
28, Woodridge Village, Division I, as per plat recorded in Volume 7 of plats, pages 47 through 50, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


12





 

TYPE IV LOTS  


    Parcels TH14 through TH53 inclusive, 16A, 28A, 29A, 44A, 45A, 52A and SF1 through SF4, inclusive, as shown on the face of Ludlow Bay Village, as per plat
recorded in Volume 6 of Plats, pages 228 through 233, records of Jefferson County, Washington. 


    TOGETHER
WITH a perpetual non-exclusive easement over and across Tract "A" as shown on the final plat for access, ingress and egress along the private roadway located
therein. 


    Situate
in the County of Jefferson, State of Washington. 



    Lots
1 and 2 of Ludlow Point Village Division IV as recorded in Volume 6 of Plats pages 216 through 222, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lots
5, 6, 21, 22 and Lots 19/20, consisting of that combined property formerly consisting of Lots 19 and 20, Port Ludlow No. 7, as recorded in Volume 7 of Plats, pages 76
through 83, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 



    Lots
74 through 77, Teal Lake Village, as per plat recorded in Volume 6 of Plats, pages 186 through 197, which is an amendment to Volume 6 of Plats, pages 158 through 169, records of
Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    Lot
17, Timberton Village, Phase I, as per plat recorded in Volume 7 of Plats, page 16, records of Jefferson County, Washington. 


    EXCEPT
the Northwesterly 5 feet thereof adjoining Lot 18 of said plat. 


    TOGETHER
WITH the adjoining 5 feet of Lot 16 of said plat. 


    Situate
in the County of Jefferson, State of Washington. 


    Lots
28 through 31, Lots 35, 36, 37 through 40, 52, 54, 55, 57 and 58 of Timberton Village Phase II as recorded in Volume 7 of plats, pages 107 through 112, records of
Jefferson County, Washington. 


    ALSO
Lot 46 together with that portion of Tract "C" of Timberton Village Phase II as recorded in Volume 7 of Plats at page 107 records of Jefferson County, Washington, lying
between the Easterly line of Lot 46 of said Timberton Village Phase II, and the Westerly right-of-way margin of Timber Ridge Drive and Southerly of the Northerly line of said
Lot 46 extended Easterly to intersect the Westerly right of way margin of said Timber Ridge Drive. 



    Situate
in the County of Jefferson, State of Washington. 


    Lots
19, 23 through 26, Woodridge Village, Division I, as per plat recorded in Volume 7 of plats, pages 47 through 50, records of Jefferson County, Washington. 


    Situate
in the County of Jefferson, State of Washington. 


    All
residential building lots now existing or hereafter subdivided within the following described parcel (commonly known as the proposed plat of Timberton
Village Phase III): 


    Revised
Parcel "B" of BLA recorded under AFN 440088 being described as: 


    That
portion of the southwest quarter of Section 17, Township 28 North, Range 1 East, W.M., in Jefferson County, Washington, more particularly described as follows: 


    COMMENCING
at the south quarter corner of said Section 17; 


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    THENCE along the south line of said southwest quarter of Section 17, N 88°12'07" W, 637.48 feet to the TRUE POINT OF BEGINNING; 



    THENCE
continuing along said south line, N 88°12'07" W, 812.73 feet to a line parallel with the east line of said southwest quarter; 


    THENCE
along said parallel line, N 00°49'24" E, 771.12 feet; 


    THENCE
N 77°03'46" E, 139.89 feet to a line which lies 60.00 feet southerly from AND parallel with the southerly margin of Tract A of "Timberton Village Phase I", filed in
Volume 7 of Plats, pages 16 through 23, Records of Jefferson County, Washington, and a point of curvature; 


    THENCE
along said parallel line AND along the southerly margin of Timberton Drive, the following courses: 


    Northeasterly
34.69 feet along the arc of a tangent curve to the left, having a radius of 410.00 feet, through a central angle of 04°50'50" to a point of reverse
curvature; 


    Easterly
197.04 feet along the arc of a tangent curve to the right, having a radius of 350.00 feet, through a central angle of 32°15'20" to a point of tangency; 


    S
75°31'55" E, 70.64 feet to a point of curvature; 



    Southeasterly
305.34 feet along the arc of a tangent curve to the right, having a radius of 350.00 feet, through a central angle of 49°59'05" to a point of tangency; 


    S
25°32'50" E, 299.29 feet to a point of curvature; 


    Easterly
474.85 feet along the arc of a tangent curve to the left, having a radius of 280.00 feet, through a central angle of 97°10'00"; 


    THENCE
leaving said southerly margin, S 57°17'10" W, 466.67 feet to said south line of the southwest quarter of Section 17 AND the TRUE POINT OF BEGINNING. 


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Exhibit 10.23


DEED OF TRUST

Attachment 1


DEED OF TRUST


EXHIBIT A LEGAL DESCRIPTION OF PROPERTY