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                                                                    Exhibit 10.1
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      Form of The Forest Bank Forest Management and Conservation Easement


                  FOREST MANAGEMENT AND CONSERVATION EASEMENT

     This DEED of EASEMENT made this ____ day of ___________, 20__, by
______________ having an address at _________________________________
(hereinafter "Grantor") and THE FOREST BANK, LLC, a Delaware limited liability
company, having an address at _____________________________ (hereinafter
"Grantee").

     WHEREAS, Grantor is the fee simple owner of a certain tract of land located
in ________, being all of the lands and premises conveyed to the Grantor by
________, by Deed dated ________, and of record at Deed Book __, Volume __, Page
___ in the Office of the Recorder of Deeds in and for the County of ________, in
the State of ________  in and more particularly described in Attachment 1
(hereinafter "the Property");

     WHEREAS, Grantee is a limited liability company whose primary purpose is
the maintenance of healthy ecological systems and the conservation and
management of forest lands in their scenic and forested condition while
providing an economic return to the landowner;

     WHEREAS, Grantor is desirous of maintaining the forests which now exist on
Grantor's property and of enabling those forests and timber resources to be
managed in an environmentally sensitive manner and of receiving an economic
return as described in Attachment 2 [the Forest Bank membership unit
certificate];

     WHEREAS, Grantor is willing to grant to Grantee this Easement over the
Property, including the right to manage and selectively harvest the timber
resources thereon, thereby restricting and limiting the use of said Property, on
the terms and conditions and for the purposes hereinafter set forth, and the
Grantee is willing to accept such easement;

     WHEREAS, said Property has scenic, environmental, aesthetic, and economic
value in its present state sufficiently documented in an inventory which may
contain reports, maps, photographs and other documentation of relevant features
including the forest resources of the Property on file with Grantee and
incorporated by reference which the parties agree is an accurate representation
and condition of the property at the time of this grant and is intended to serve
as an objective information baseline for purposes relating to the management of
the forest resources on the property;

     [WHEREAS, the Grantor and Grantee have the common purpose of conserving the
above-described conservation values of the Property in perpetuity, and the
Commonwealth of Virginia has authorized the creation of conservation easements
pursuant to the Virginia
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Conservation Easement Act (Virginia Code Section 10.1-1009, et seq.) and Grantor
and Grantee wish to avail themselves of the provisions of that law; and

     OR

     WHEREAS, the Grantor and Grantee have the common purpose of conserving the
above-described conservation values of the Property in perpetuity, and the State
of Tennessee has authorized the creation of conservation easements pursuant to
the Conservation Easement Act of 1981 (Tennessee Code Section 66-9-301, et seq.)
and Grantor and Grantee wish to avail themselves of the provisions of that law;
and]

     WHEREAS, Grantee agrees by accepting this grant to honor the intentions of
Grantor stated herein and to preserve and protect in perpetuity the forest
conservation values of the Property.

     NOW, THEREFORE, in consideration of the above and the mutual covenants,
terms, conditions, and restrictions contained herein, and for other good and
valuable consideration, and pursuant to the laws of [state of location of the
property], Grantor hereby voluntarily grants and conveys to Grantee this Forest
Management and Conservation Easement in perpetuity over the Property of the
nature and character and to the extent hereinafter set forth:

Section 1.  It is the purpose of this Easement to secure the retention of the
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            Property forever in its forested and/or open condition and to
            prevent any use of the Property that will significantly impair or
            interfere with the forest conservation values of or associated with
            the Property.

Section 2.  Grantee shall use the Property for forest conservation, and for
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            forestry, and for no other purposes.

Section 3.  Grantor shall use the Property for non-commercial recreation and
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            open space purposes, and for any purpose not inconsistent with the
            management and retention of the property for forest and ecosystem
            conservation and forestry purposes as specified herein.

Section 4.  Grantor and Grantee acknowledge that the principal objective of this
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            grant of easement is to conserve and utilize the productive forestry
            resources on the Property and to encourage the long-term,
            professional management of those resources, subject to the following
            objectives (recognizing that the resource values of the Property,
            and the state of knowledge as to responsible forest management
            standards will evolve over time):

            (a)  Facilitate economically and ecologically sustainable,
                 commercially viable management and production of forest and
                 timber resources without compromising surface water quality,
                 permanent scenic benefits, wildlife habitat and other values;
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            (b)  Manage forest stands for high quality sawtimber utilizing long
                 rotations and maintaining a healthy, and biologically diverse,
                 forest; and

            (c)  Conduct forest management and harvesting activities (including
                 the establishment, maintenance and reclamation of log landings
                 and skid roads) using the best available management practices
                 in order to prevent soil erosion and to protect water quality.

Section 5.  On or before ______________, and not less than every ten years
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            thereafter, Grantee will develop a Forest Management and Stewardship
            Plan for the Property (hereinafter, "Forestry Plans"). Each such
            Plan shall be consistent with the purposes of this Easement and may
            include at least the following elements:

            (a)  Environmental attributes (topography, soils, wetlands and
                 streams);

            (b)  A description of the units into which the property will be
                 divided by Grantee for management purposes ("Stands");

            (c)  Forest Management objectives;

            (d)  Forest stand descriptions (forest types, descriptions, goals
                 and treatments);

            (e)  Tract information (history, growth rates, tree quality, insects
                 and disease, future potential, access and operability); and

            (f)  Wildlife and biodiversity considerations (identifications of
                 species and management recommendations).

Section 6.  To accomplish the purpose of this Easement, Grantee may:
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            (a)  Preserve and protect the conservation values of the Property;

            (b)  Perform and contract for the performance of forest management
                 activities, and harvest timber, wood and other forest products
                 existing at the time of this grant and which may grow on the
                 property in the future, and may replant trees and seedlings on
                 the property to regenerate forest growth for future harvesting
                 and management. All of such activities shall be performed in
                 accordance with Forestry Plans approved as set forth in Section
                 5 above, provided that, prior to commencing timber harvesting
                 activity Grantee shall provide Grantor with not less than
                 thirty (30) days prior written notice. Nothing in this clause
                 shall be interpreted to require Grantee to harvest a Stand, but
                 only to
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                 require that any such harvest be in accordance with the
                 approved Forestry Plan, as amended, should Grantee elect to
                 harvest;

            (c)  Construct, maintain, repair, place and use timber haul roads,
                 log landings, and skid trails; construct, maintain and use
                 forestry structures or facilities, together with necessary
                 access drives and utilities and extract sand and/or gravel,
                 provided such activities are exclusively for uses related to
                 the forestry or property maintenance activities permitted under
                 this Grant; provided further that such activities are in
                 furtherance of the Forestry Plan prepared pursuant to Section 5
                 above, and provided further that any such construction and the
                 extraction site(s) will be operated, maintained and closed in a
                 manner which minimizes and to the extent possible prevents soil
                 erosion and surface water degradation;

            (d)  Enter upon the Property at reasonable times in order to carry
                 out the purposes and activities of this Easement and otherwise
                 enforce the terms of this Easement; provided that such entry
                 shall not unreasonably interfere with Grantor's use and quiet
                 enjoyment of the Property;

            (e)  Enter the Property and the timber subject to this easement in
                 any carbon sequestration or other banking or pollution
                 mitigation program and receive the benefits of such program or
                 system; and

            (f)  Prevent any activity on or use of the Property that is
                 inconsistent with the purpose of this Easement.

Section 7.  Any activity on or use of the Property inconsistent with the forest
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            management purpose of this Easement is prohibited. Without limiting
            the generality of the foregoing, the following activities and uses
            are expressly prohibited:

            (a)  No building, road, billboard, fence, utility or other structure
                 of any kind shall be erected or placed on the Property by the
                 Grantor unless such structure replaces a pre-existing structure
                 of similar size;

            (b)  The Property under easement may not be divided, partitioned, or
                 subdivided, nor conveyed except in its current configuration as
                 an entity;

            (c)  No spoils, trash, waste or other similar material shall be
                 placed or dumped on the Property nor shall there be activities
                 conducted on the Property which would be detrimental to water
                 purity in
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                 adjacent water courses, or which would alter natural water
                 levels and/or flow in or over this Property;

            (d)  There shall be no excavation, dredging or removal of loam,
                 peat, gravel, soil, rock, sand, or other material nor any
                 building of roads or other change in the general topography of
                 the land, excepting the maintenance of existing foot trails,
                 fire lanes or logging roads authorized by the Grantee;

            (e)  There shall be no introduction of invasive non-native plant or
                 animal species on the Property;

            (f)  The removal, destruction or reintroduction of trees, shrubs, or
                 other vegetation by the Grantor is prohibited except as may be
                 necessary for (i) the maintenance of existing foot trails, fire
                 lanes or other accesses, (ii) waterfowl and wildlife habitat or
                 wetland enhancement to the extent that such activities do not
                 interfere with the forestry and conservation purposes of this
                 Easement, (iii) the collection and removal of dead and downed
                 timber for firewood for non-commercial personal use by the
                 Grantor;

            (g)  The prohibited uses shall not affect Grantor's current hiking,
                 seasonal hunting or outdoor recreational use being made of the
                 Property and the right to continue such seasonal hunting or
                 recreational uses, which shall be reserved to the Grantor, its
                 representatives, successors or assigns;

            (h)  Nothing shall be done to deny legal right-of-way to
                 representatives of the Grantee to the portion of a landowners
                 property that is covered by this easement; and

            (i)  No other acts or uses will be permitted which will adversely
                 affect Grantee's ability to carry out its forestry activities
                 or the preservation of land or water areas on or adjacent to
                 the Property.

Section 8.  Grantor reserves to itself, its representatives, successors and
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            assigns, all rights accruing from its ownership of the Property,
            including the right to engage in or permit or invite others to
            engage in all uses of the Property that are not expressly prohibited
            herein and are not inconsistent with the purposes of this Easement.
            Grantor also retains all responsibilities, costs, and liabilities of
            any kind related to the rights retained under this Easement for its
            ownership, operation, upkeep and maintenance of the Property,
            including the maintenance of adequate liability insurance coverage.

Section 9.  Grantee shall keep the Grantor's interest in the Property free of
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            any liens arising out of any work performed for, materials furnished
            to or
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               obligations incurred by Grantee; Grantee shall retain all
               responsibilities, costs, and liabilities of any kind related to
               the rights granted to and exercised by it under this Easement,
               including the maintenance of adequate liability insurance
               coverage.

Section 10.    Grantee agrees to release, hold harmless defend and indemnify
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               Grantor from any and all liabilities including, but not limited
               to, injury, losses, damages, judgments, costs, expenses and fees
               which Grantor may suffer or incur as a result of or arising out
               of the activities of Grantee on the Property. Grantor agrees to
               release, hold harmless, defend and indemnify Grantee from any and
               all liabilities including, but not limited to, injury, losses,
               damages, judgments, costs, expenses and fees which Grantee may
               suffer or incur as a result of or arising out of the activities
               of Grantor on the Property.

Section 11.    The Grantor agrees to pay any real estate taxes or other
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               assessments which may be levied on the Property.

Section 12.    The Grantor covenants and represents that the Grantor is the sole
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               owner and is seized of the Property in fee simple and has good
               right to grant and convey this Easement; that the Property is
               free and clear of any and all encumbrances, including but not
               limited to, any mortgages not subordinated to this Easement, and
               that the Grantee shall have the use of and enjoy all of the
               benefits derived from and arising out of this Easement.

Section 13.    The Grantor covenants and represents that no hazardous substance
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               or toxic waste exists nor has been generated, treated, stored,
               used, disposed of, or deposited in or on the Property, and that
               there are not now any underground storage tanks on the Property.

Section 14.    In the event of a violation of this Easement, Grantee shall give
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               written notice to Grantor or other violator of such violation and
               require corrective action sufficient to cure the violation and
               restore the portion of the Property so injured. In the event the
               violation continues or the injury to the Property is not cured
               within thirty (30) days of the written notice from Grantee, the
               Grantee, or its successor or assign, may institute a suit to
               enjoin by ex parte, temporary and/or permanent mandatory or
               prohibitive injunction such violation, to require the restoration
               of the premises to their prior condition, or in the alternative
               sue for damages for breach of covenant. Grantee shall have the
               right to seek any legal action or remedy at law or in equity,
               including specific performance, to enforce the provisions set
               forth herein without the necessity of proving either actual
               damages or the inadequacy of other available legal remedies.
               Grantee's remedies described herein shall be cumulative and shall
               not impair or be construed as a waiver to such right or remedy.
               Nothing contained herein shall be construed to entitle Grantee to
               bring any action for any injury or

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               change in the Property resulting from causes beyond Grantor's
               control including fire, flood or storm.

Section 15.    If this Easement is taken, in whole or in part, by exercise of
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               the power of eminent domain, Grantee as well as Grantor, shall be
               entitled to compensation for their respective interests in
               accordance with applicable law.

Section 16.    Grantor agrees that these restrictions will be inserted or
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               referenced in any subsequent deed or other legal instrument which
               conveys either the fee simple title or possessory interest in the
               subject Property.

Section 17.    The grant of this Easement in no way grants the public the right
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               to enter said Property for any purpose.

Section 18.    This Easement shall be liberally construed in favor of the grant
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               to effect the purpose of this Easement. If any provision of this
               Easement is found to be invalid, the remaining provisions shall
               not be altered thereby.

     TO HAVE AND TO HOLD unto Grantee, its successor and assigns forever.

     WITNESS the following signatures and seals; and

     IN WITNESS WHEREOF, The Forest Bank, LLC, a Delaware limited liability
company, has caused this instrument to be executed on its behalf by its duly
authorized representative.


                                        LANDOWNER:

                                        __________________________[SEAL]

                                        __________________________[SEAL]



                                        THE FOREST BANK, LLC,
                                        a Delaware limited liability company

                                        By:___________________________

                                        Its:___________________________
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STATE OF ________________________

CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _______________, 20__, by
_________________________________.

     My commission expires: ___________________________.

                                 ________________________________
                                 Notary Public


STATE OF ________________________

CITY/COUNTY OF ____________________, to-wit:

     The foregoing instrument was acknowledged before me in the jurisdiction
aforesaid this _____ day of _____________, 20__, by _______________________, who
is _________________ of The Forest Bank, LLC, a Delaware limited liability
company, on behalf of the company.

     My commission expires: ___________________________.

                                 ________________________________
                                 Notary Public