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                                                                    Exhibit 10.3
                                                                    ------------

              Form of The Forest Bank Forest Management Easement


                          FOREST MANAGEMENT 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 has previously conveyed to The Nature Conservancy, a
District of Columbia nonprofit corporation, a Forest Conservation Easement,
recorded prior hereto, restricting and limiting the use of the Property on the
terms and conditions set forth therein;

     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 said
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; 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 Easement in perpetuity over the Property of the nature and character
and to the extent hereinafter set forth:

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Section 1.  Grantee shall use the Property for forest conservation, and for
---------   forestry, and for no other purposes.


Section 2.  Grantor shall use the Property for non-commercial recreation and
----------  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 3.  Grantor and Grantee acknowledge that the principal objective of this
---------   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;

            (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 4.  On or before ______________, and not less than every ten years
---------   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

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                    management recommendations).

Section 5.  To accomplish the purpose of this Easement, Grantee may:
---------

            (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 4 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 require that any such harvest be in accordance with the
                    approved Forestry Plan 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 4 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 6.  Any activity on or use of the Property inconsistent with the forest
---------   management purpose of this Easement is prohibited:


            (a)     The prohibited uses shall not affect Grantor's current
                    hiking, seasonal

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                    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;

            (b)     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

            (c)     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 7.  Grantor reserves to itself, its representatives, successors and
---------   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 8.  Grantee shall keep the Grantor's interest in the Property free of
---------   any liens arising out of any work performed for, materials furnished
            to or 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 9.  Grantee agrees to release, hold harmless defend and indemnify
---------   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 10.  The Grantor agrees to pay any real estate taxes or other
----------   assessments which may be levied on the Property.


Section 11.  The Grantor covenants and represents that the Grantor is the sole
----------   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.

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Section 12. The Grantor covenants and represents that no hazardous substance 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 13. In the event of a violation of this Easement, Grantee shall give
----------  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 change in
            the Property resulting from causes beyond Grantor's control
            including fire, flood or storm.


Section 14. If this Easement is taken, in whole or in part, by exercise of 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 15. Grantor agrees that these restrictions will be inserted or
----------  referenced in any subsequent deed or other legal instrument which
            conveys either the fee simple title or possessory interest in the
            subject Property.


Section 16. The grant of this Easement in no way grants the public the right to
----------  enter said Property for any purpose.


Section 17. This Easement shall be liberally construed in favor of the grant 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,

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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:___________________________

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