ESCROW AGREEMENT dated as of March 1, 1999, among The Pacific Lumber
Company ("PL"), Salmon Creek Corporation ("Salmon Creek") and Citibank,
N.A. (the "Escrow Agent").

Salmon Creek is receiving (net of certain expenses to be paid pursuant to
the Headwaters Escrow Instructions among PL, Salmon Creek, Scotia Pacific
Company LLC ("ScoPac") and the United States of America) an aggregate of
approximately $299.5 million in cash (the "Cash") in connection with the
sale of certain property known as the "Headwaters Forest".  PL will cause
Salmon Creek to deposit all but $15 million (representing the estimated
expenses (the "Expenses" which shall include, without limitation, the
stated amount of any letters of credit and the amount of any other security
posted within 90 days of the date hereof pursuant to any agreement executed
and delivered contemporaneously with the sale of the Headwaters Forest) of
PL and its subsidiaries in connection with the negotiation and consummation
of the sale of the Headwaters Forest and the other agreements executed and
delivered contemporaneously therewith) of the Cash in escrow for the
benefit of ScoPac to be held and disposed of as herein provided.  It is the
intention of PL and Salmon Creek that the Escrowed Funds (as hereinafter
defined) be used, to the extent determined to be necessary by ScoPac after
the date hereof, to support the Timber Notes issued by ScoPac.

In consideration of the execution of the Agreement and the mutual covenants
herein contained, the parties agree as follows:

     1.   Deposit of Cash.  Upon the execution and delivery of this
          Agreement, Salmon Creek will deliver to the Escrow Agent, all
          but $15 million of the Cash (such delivery shall be accomplished
          by depositing such Cash into the account of Salmon Creek at the
          Escrow Agent, such account a restricted account subject to this
          Agreement) (the amount of the Cash deposited by Salmon Creek is
          hereinafter referred to as the Escrowed Funds).  The Escrow Agent
          shall acknowledge receipt of the actual amount of the Escrowed
          Funds deposited by Salmon Creek when such Escrowed Funds have
          been received by the Escrow Agent.  The Escrowed Funds shall be
          deposited initially into an escrow account in the custody of the
          Escrow Agent.  Escrowed Funds received in immediately available
          funds and received no later than 1:00 p.m. New York time on the
          date of deposit shall be invested in the AIM Prime Portfolio
          Private Class Fund, until such time as the Escrow Agent has
          received written direction from ScoPac to liquidate such
          investment or has been otherwise directed in writing by Salmon
          Creek pursuant to Section 2.  In the event that it shall be
          determined by PL that the Expenses are less than $15 million, PL
          shall cause Salmon Creek to make an additional deposit (the
          "Additional Deposit") under this Escrow Agreement in an amount
          equal to the amount by which $15 million exceeds the actual
          amount of the Expenses.  In the event that all or a portion of
          that certain property known as the Grizzly Creek grove is sold
          while this Agreement remains in effect, then PL shall make an
          Additional Deposit hereunder equal to the net proceeds of such
          sale.  Any Additional Deposit shall become part of the Escrowed
          Funds for all purposes of this Agreement.  The Escrowed Funds
          shall remain the property of Salmon Creek (or PL, in the case of
          the Grizzly Creek deposit) unless and until disbursed pursuant to
          Section 3 hereof.

     2.   Investment of Escrowed Funds.

          (a) Investment by Investment Managers.  From time to time, Salmon
          Creek may direct that the investment of a portion of
          the Escrowed Funds (up to a maximum amount equal to the
          difference between the total amount of the Escrowed Funds minus
          the Escrowed Funds invested directly by the Escrow Agent pursuant
          to Section 2(b)), be made in Eligible Investments by
          one of the investment management institutions listed on Schedule
          A hereto (collectively, the "Investment Managers") by
          delivery to the Escrow Agent of a certificate, in the form
          attached hereto as Annex 1 (an "Investment Request"), signed
          by Salmon Creek.  Investment Requests must be received by the
          Escrow Agent by 11:30 a.m., New York time.  Any Investment
          Request received by the Escrow Agent after 11:30 a.m., New York
          time will be deemed to have been received on the next business
          day.  The Escrow Agent shall deliver the funds requested in the
          Investment Request (which shall not be an amount in excess of the
          purchase price of the securities to be acquired plus customary
          fees and expenses) out of the Escrowed Funds to the Investment
          Manager, against confirmed delivery by such Investment Manager
          to, and receipt by the Escrow Agent of, certificates or
          instruments evidencing ownership of the Eligible Investments
          purchased by such Investment Manager, together with any other
          required documents.  Such securities, certificates, instruments
          and other documents referred to in the foregoing sentence shall
          be delivered to and shall be held by the Escrow Agent either
          directly or through the Federal Reserve/Treasury Book-Entry
          System for United States and federal agency securities, The
          Depository Trust Company, a clearing agency registered with the
          Securities and Exchange Commission, or through any other
          clearing agency or similar depository.  The Escrow Agent shall
          have no duty to determine whether, or to verify that, any
          investment made pursuant to an Investment Request constitutes an
          Eligible Investment, except to verify the due execution
          of the Investment Request.

          (b) Investment by Escrow Agent. $10 million of Escrowed Funds
          (plus income accrued thereon as from the date hereof)
          shall at all times be held in the AIM Prime Portfolio Private
          Class Fund unless (i) Salmon Creek shall instruct the Escrow
          Agent in writing to invest all or a portion of such Escrowed
          Funds in another institutional money market fund registered under
          the Investment Company Act of 1940 or (ii) the Escrow Agent shall
          have received a request for the disbursement thereof in the form
          of Annex 2 attached hereto or in accordance with the provisions
          of Section 5(k).

     3.   Disposition of Escrowed Funds.  From time to time, ScoPac may
          direct the Escrow Agent to disburse Escrowed Funds as directed by
          it (whereupon such funds shall no longer constitute Escrowed
          Funds) by delivery to the Escrow Agent of a certificate in the
          form attached hereto as Annex 2 (a "Disbursement Request").  In
          the event that, in order to comply with a Disbursement Request,
          investments of Escrowed Funds made at the direction of Salmon
          Creek must be liquidated, the Escrow Agent shall notify Salmon
          Creek and request that Salmon Creek arrange for the liquidation
          of the applicable investment, whereupon the Escrow Agent will
          release the certificates or instruments evidencing ownership of
          the investments to be sold against delivery to the Escrow Agent
          by the Investment Manager of the sale proceeds of such liquidated
          investments.  If Salmon Creek shall fail to promptly comply with
          the preceding sentence, the Escrow Agent shall sell the
          investments itself in order to satisfy such Disbursement Request
          and, to the extent it is unable to sell such investments and
          additional funds are required, the Escrow Agent shall, subject to
          Section 5(k) hereof, request instructions from a court of
          competent jurisdiction and shall liquidate or deliver for
          liquidation such investments in accordance with such instructions
          once received.  As soon as practicable after receipt by the
          Escrow Agent of the proceeds of the sale of such investment, the
          Escrow Agent shall deliver such Escrowed Funds as and to the
          extent directed in such Disbursement Request.

     4.   Investments; Disposition of Income.  "Eligible Investments" means
          any one or more of the following, which, in each case, matures
          (or is redeemable by the holder thereof without the incurrence of
          a loss) not later than one year from the date on which funds are
          invested therein: (a) direct obligations of, and obligations
          fully guaranteed or insured by, the United States of America or
          any agency or instrumentality of the United States of America,
          the obligations of which are backed by the full faith and credit
          of the United States of America; (b) demand deposits (including
          but not limited to controlled disbursement accounts or other
          similar accounts) and time deposits with, and certificates of
          deposit and bankers' acceptances issued by, the Escrow Agent or
          any bank or trust company organized under the laws of the United
          States of America or any State thereof whose unsecured,
          unguaranteed long-term senior debt obligations are rated "AA" by
          Standard & Poor's ("S&P") and "Aa2" by Moody's Investors Service,
          Inc. ("Moody's") or higher, or whose unsecured, unguaranteed
          commercial paper obligations are rated "A-1" by S&P and/or "P-1"
          by Moody's or higher; (c) repurchase agreements entered into with
          entities whose unsecured, unguaranteed long-term debt obligations
          are rated "AA" by S&P and "Aa2" by Moody's or higher, or whose
          unsecured unguaranteed commercial paper obligations are rated
          "A-1" by S&P and/or "P-1" by Moody's or higher, pursuant to a
          written agreement with respect to any obligation described in
          clause (a) above, (d) commercial paper (including both
          noninterest-bearing discount obligations and interest-bearing
          obligations payable on demand or on a specified date not later
          than 270 days from the date of acquisition thereof) and having a
          rating of "A-1" by S&P and/or "P-1" by Moody's or higher; (e)
          taxable auction rate securities commonly known as "money market
          notes" that at the time of purchase have been rated and the
          ratings for which (i) for direct issues, must not be less than
          "P-1" if rated by Moody's and not less than "A-1" if rated by
          S&P, or (ii) for collateralized issues which follow the asset
          coverage tests set forth in the Investment Company Act of 1940,
          as amended, must have long-term ratings of at least "AAA" if
          rated by S&P and "Aaa" if rated by Moody's; (f) direct
          obligations or shares of any money market fund or other similar
          investment company all of whose investments consist of
          obligations described in the foregoing clauses of this definition
          and that is rated "Aam" by S&P and "Aa" by Moody's or higher; (g)
          any investments hereafter developed which are substantially
          comparable to those described above or (h) any investments that
          have been approved by a majority vote of the ScoPac Board of
          Managers (including the affirmative vote of the two independent
          managers).  Any income received by the Escrow Agent from
          investments of the Escrowed Funds (whether made by the Escrow
          Agent or by Investment Managers) shall be added to the Escrowed
          Funds, be deemed deposited in accordance with Section 1 hereof,
          and be distributed as provided in this Agreement.  The Escrow
          Agent shall be held harmless and fully indemnified by PL and
          Salmon Creek, in accordance with the provisions of Section 5(c)
          hereof, against any claims arising from the action or inaction of
          Salmon Creek, including, without limitation, Salmon Creek's
          failure to arrange for the liquidation of any investment in
          accordance with the provisions of Section 3 hereof.

     5.   Concerning the Escrow Agent.  (a) The Escrow Agent shall not be
          required to invest any funds held hereunder except as
          directed in writing pursuant to Section 2 of this Escrow
          Agreement.  Uninvested funds held hereunder shall not earn or
          accrue interest.

          (b) This Escrow Agreement expressly sets forth all the duties of
          the Escrow Agent with respect to any and all matters
          pertinent hereto.  No implied duties or obligations shall be read
          into this agreement against the Escrow Agent.  The
          Escrow Agent shall not be bound by the provisions of any
          agreement among the other parties hereto except this Escrow
          Agreement.  The Escrow Agent's duties are ministerial in nature.
          The Escrow Agent shall not be required to expend or risk any of
          its own funds or otherwise incur any financial or other liability
          in the performance of any of its duties hereunder.

          (c) The Escrow Agent shall not be liable for any action taken or
          omitted or for any loss or injury resulting from its actions or
          its performance or lack of performance of its duties hereunder,
          except for its own gross negligence or willful misconduct, and
          except with respect to claims based upon such gross negligence or
          willful misconduct that are successfully asserted against the
          Escrow Agent.  The other parties hereto shall jointly and
          severally indemnify and hold harmless the Escrow Agent (and any
          successor Escrow Agent) from and against any and all losses,
          liabilities, claims, actions, taxes, damages and expenses,
          including reasonable attorneys fees and disbursements, arising
          out of or in connection with this Escrow Agreement including the
          legal costs and expenses of defending itself against any claim or
          liability in connection with its performance hereunder.  Without
          limiting the foregoing, the Escrow Agent shall in no event be
          liable in connection with its investment or reinvestment of any
          cash held by it hereunder in good faith, in accordance with the
          terms hereof, or as a result of any liquidation of any such
          investment prior to its maturity, including, without limitation,
          any liability for any delays (not resulting from its gross
          negligence or willful misconduct) in the investment or
          reinvestment of the Escrowed Funds, or any loss of interest
          incident to any such delays or for the failure of the parties to
          give the Escrow Agent any instructions to invest or reinvest the
          Escrowed Funds or any earnings thereon.

          (d) The Escrow Agent shall be entitled to conclusively rely upon
          any order, judgment, certification, demand, notice, instrument or
          other writing delivered to it hereunder without being required to
          determine the authenticity or the correctness of any fact stated
          therein or the propriety or validity or the service thereof.  The
          Escrow Agent may act in reliance upon any instrument or signature
          believed by it to be genuine and may assume that any person
          purporting to give notice or receipt or advice or make any
          statement or execute any document in connection with the
          provisions hereof has been duly authorized to do so.

          (e) The Escrow Agent may consult with legal counsel of its own
          choosing at the expense of the parties hereto with respect to any
          matter relating to this Escrow Agreement and shall not be liable
          for any action taken or omitted in accordance with any advice of
          such counsel.

          (f) The Escrow Agent does not have any interest in the Escrowed
          Funds deposited hereunder but is serving as escrow agent
          only and having only possession thereof.  Any payments of income
          from this Escrow Agreement shall be subject to withholding
          regulations then in force with respect to United States taxes. 
          The parties hereto will provide the Escrow Agent with appropriate
          W-9 forms for tax identification, number certification, or W-8
          forms for nonresident alien certifications.  This paragraph and
          paragraph (c) shall survive notwithstanding any termination of
          this Escrow Agreement or the resignation of the Escrow Agent.

          (g) The Escrow Agent makes no representation as to the validity,
          value, genuineness or the collectability of any security or other
          documents or instrument held by or delivered to it.

          (h) The Escrow Agent shall not be called upon to advise any party
          as to the wisdom in selling or retaining or taking or refraining
          from any action with respect to any securities or other property
          deposited hereunder.

          (i) The Escrow Agent (and any successor Escrow Agent) may at any
          time resign as such by delivering the Escrowed Funds,
          subject to subparagraph (1) below, to any successor Escrow Agent
          jointly designated by the other parties hereto in writing, or to
          any court of competent jurisdiction, whereupon the Escrow Agent
          shall be discharged of and from any and all further obligations
          arising in connection with this Escrow Agreement.  The
          resignation of the Escrow Agent will take effect on the earlier
          of (i) the appointment of a successor (including a court of
          competent jurisdiction) or (ii) the day which is 30 days after
          the date of delivery of its written notice of resignation to the
          other parties hereto.  If at that time the Escrow Agent has not
          received a designation of a successor Escrow Agent, the Escrow
          Agent's sole responsibility after that time shall be to safekeep
          the Escrowed Funds until receipt of a designation of successor
          Escrow Agent or a joint written disposition instruction by the
          other parties hereto or a final and nonappealable order of a
          court of competent jurisdiction.

          (j) The Escrow Agent shall have no responsibility for the
          contents of any writing of any third party contemplated herein
          as a means to resolve disputes and may rely without any liability
          upon the contents thereof.

          (k) In the event of any disagreement resulting in adverse claims
          or demands being made in connection with the Escrowed Funds and
          of which the Escrow Agent has been put on written notice by PL,
          Salmon Creek or ScoPac, or in the event that the Escrow Agent in
          good faith is in doubt as to what action it should take
          hereunder, the Escrow Agent shall be entitled to retain the
          Escrowed Funds until the Escrow Agent shall have received (i) a
          final nonappealable order of a court of competent jurisdiction
          directing delivery of the Escrowed Funds or (ii) a written
          agreement executed by the other parties hereto and ScoPac
          directing delivery of the Escrowed Funds, in which event the
          Escrow Agent shall disburse the Escrowed Funds in accordance with
          such order or agreement.

          (l) The Escrow Agent shall be paid by Salmon Creek the fee to be
          set forth on Schedule B hereto.  All fees shall be paid in United
          States currency and payable in the United States at the office of
          the Escrow Agent.  It is understood that the Escrow Agent's fees
          may be adjusted from time to time to conform with its then
          current guidelines.

          (m) No printed or other matter in any language (including,
          without limitation, prospectuses, notices, reports and
          promotional material) which mentions the Escrow Agent's name or
          the rights, powers or duties of the Escrow Agent shall be issued
          by the other parties hereto or on such parties, behalf unless the
          Escrow Agent shall first have given its specific written consent
          thereto.

          (n) The Escrow Agent shall not incur any liability for following
          the instructions herein contained or expressly provided for, or
          written instruction given by the parties hereto.

          (o) The Escrow Agent shall not be required to institute legal
          proceedings of any kind and shall not be required to initiate or
          defend any legal proceedings which may be instituted against it
          in respect of the subject matter of this Escrow Agreement.  If
          the Escrow Agent does elect to act it will do so only to the
          extent that it is indemnified to its satisfaction against the
          cost and expense of such defense or initiation.

          (p) If at any time the Escrow Agent is served with any judicial
          or administrative order, judgment, decree, writ or other
          form of judicial or administrative process which in any way
          affects the Escrowed Funds (including but not limited to orders
          of attachment or garnishment or other forms of levies or
          injunctions or stays relating to the transfer of the Escrowed
          Funds), the Escrow Agent is authorized to comply therewith in any
          manner it or legal counsel of its own choosing deems appropriate;
          and if the Escrow Agent complies with any such judicial or
          administrative order, judgment, decree, writ or other form of
          judicial or administrative process, the Escrow Agent shall not be
          liable to any of the parties hereto or to any other person or
          entity even though such order, judgment, decree, writ or process
          may be subsequently modified or vacated or otherwise determined
          to have been without legal force or effect.

     6.   Notices.  All notices or other communications required or
          permitted to be given hereunder shall be in writing and shall
          be delivered by hand or telecopy (with hard copy to follow), or
          sent, postage prepaid, by registered, certified or express mail,
          or reputable overnight courier service and shall be deemed given
          when so delivered by hand or telecopied, or if mailed, when
          received, as follows:

          (a)  if to PL, to:  The Pacific Lumber Company
                              125 Main Street
                              Scotia, CA 95565
                              Fax: (707) 764-2222

          Attention:     President

          with copies to:     Kramer Levin Naftalis & Frankel LLP
                              919 Third Avenue
                              New York, NY 10022 3903

          Attention:     Martin Balsam

          (b)  if to Salmon Creek, to:  Salmon Creek Corporation
                                        5847 San Felipe, Suite 2600
                                        Houston, TX 77057
                                        Fax: (713) 267-3704
     
          Attention:     Treasury Dept.

          (c)  if to the Escrow Agent, to:        Citibank, N.A.
                                                  Escrow Administration
                                                  111 Wall Street,
                                                       5th Floor
                                                  New York, NY  10043

          Attention:     Debbie DeMarco
                         Tel: (212) 657-5923
                         Fax: (212) 657-3866

     7.   Termination.  This Escrow Agreement shall automatically terminate
          upon the complete distribution of the Escrowed Funds in
          accordance with the terms hereof.

     8.   Successors.  This Escrow Agreement shall be binding upon and
          inure to the benefit of the respective successors and assigns of
          the parties hereto, provided that this Agreement may not be
          assigned by any party without the prior written consent of the
          other parties, which consent will not be unreasonably withheld
          except that the Escrow Agent may assign this Agreement to its
          parent holding company or any subsidiary or affiliate upon
          written notice to, but without obtaining the consent of, the
          other parties hereto.

     9.   Governing Law.  This Escrow Agreement shall be governed by and
          construed in accordance with the internal laws of the State of
          New York applicable to agreements made and to be performed
          entirely within such State, without regard to the conflicts of
          law principles of such State.  Each of PL and Salmon Creek hereby
          submits to the personal jurisdiction of, and each agrees that all
          proceedings relating hereto shall be brought in, courts located
          within The City and State of New York.  Each of PL and Salmon
          Creek hereby waives the right to trial by jury and to assert
          counterclaims (other than mandatory counterclaims) in any such
          proceedings.  To the extent that in any jurisdiction any of PL or
          Salmon Creek may be entitled to claim, for itself or its assets,
          immunity from suit, execution, attachment (whether before or
          after judgment) or other legal process, each hereby irrevocably
          agrees not to claim, and hereby waives, such immunity.  Each of
          PL or Salmon Creek waives personal service of process and
          consents to service of process by certified or registered mail,
          return receipt requested, directed to it at the address last
          specified for notices hereunder, and such service shall be deemed
          completed ten (10) calendar days after the same is so mailed. 
          Any court order shall be accompanied by a legal opinion by
          counsel for the presenting party satisfactory to the Escrow Agent
          to the effect that said order is final and non-appealable.  The
          Escrow Agent shall act on such court order and legal opinion
          without further question.

     10.  Entire Agreement.  This Escrow Agreement contains the entire
          agreement and understanding among the parties hereto with respect
          to the subject matter hereof and supersedes all prior agreements
          and understandings relating to such subject matter.

     11.  Amendments.  Except as expressly provided in this Escrow
          Agreement, no amendment, modification, termination, cancellation,
          recision or supersession to this Escrow Agreement shall be
          effective unless it shall be in writing and signed by each of the
          parties hereto and ScoPac (as authorized by the consent or
          majority vote of the ScoPac Board of Managers (including the
          affirmative consent or vote of the two independent managers)). 
          The Escrow Agent shall execute any amendment to this Agreement
          signed by each of the other parties hereto and ScoPac (as
          authorized by the consent or majority vote of the ScoPac Board of
          Managers (including the affirmative consent or vote of the two
          independent managers)) that does not adversely affect the rights
          or increase the duties of the Escrow Agent hereunder.

     12.  Counterparts.  This Escrow Agreement may be executed in one or
          more counterparts, all of which shall be considered one and the
          same agreement, and shall become effective when one or more such
          counterparts have been signed by each of the parties and
          delivered to the other party.

     13.  Interpretation.  The headings contained in this Escrow Agreement
          are for reference purposes only and shall not affect in any way
          the meaning or interpretation of this Escrow Agreement.

     14.  Severability.  If any provision of this Escrow Agreement or the
          application of any such provision to any person or circumstance
          shall be held invalid, illegal or unenforceable in any respect by
          a court of competent jurisdiction, such invalidity, illegality or
          unenforceability shall not affect any other provision hereof.

     15.  Third Party Beneficiary.  ScoPac shall be a third party
          beneficiary of this Agreement.  The Noteholders and the Trustee,
          as such terms are defined in the Indenture between ScoPac and
          State Street Bank and Trust Company, are not third party
          beneficiaries of this Agreement and shall have no right or
          entitlement to enforce this Agreement.

     16.  Representations.  Each of PL and Salmon Creek hereby represents
          and warrants (a) that this Escrow Agreement has been duly
          authorized, executed and delivered on its behalf and constitutes
          its legal, valid and binding obligation and (b) that the
          execution, delivery and performance of this Escrow Agreement by
          it does not and will not violate any applicable law or
          regulation.


     IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be duly executed and delivered as of the date first above
written.
     
                              THE PACIFIC LUMBER COMPANY
                              
                              By:  /s/ Paul N. Schwartz
                              
                                   Name:  Paul N. Schwartz
                                   Title:  Vice President


                              SALMON CREEK CORPORATION
                              
                              By:  /s/ Paul N. Schwartz
                              
                                   Name:  Paul N. Schwartz
                                   Title:  Vice President


                              CITIBANK, N.A., as Escrow Agent

                              By:  /s/ Debbie DeMarco
                              
                                   Name:  Debbie DeMarco
                                   Title:  Assistant Vice President

                                                                    ANNEX 1


                             INVESTMENT REQUEST

     Salmon Creek Corporation ("Salmon Creek"), hereby instructs Citibank,
N.A. (the "Escrow Agent") to deliver to [_______________] (the "Investment
Manager") the amount of [$______________] of Escrowed Funds (as such term
is defined in the Escrow Agreement dated as of March 1, 1999 by and among
Salmon Creek, The Pacific Lumber Company and the Escrow Agent (the "Escrow
Agreement")), against delivery by the Investment Manager to the Escrow
Agent of certificates or instruments evidencing ownership of the following
securities:  ______________ (the "Purchased Securities") in the following
manner:

          Trade Date: _______________________________________
          Settlement Date:___________________________________
          Par Amount: _______________________________________
          Discount Amount: __________________________________
          Payment to Broker: ________________________________
          Cusip Number: _____________________________________
          Broker Name and DTC Code: _________________________
          Maturity Rate: ____________________________________
          Rate: _____________________________________________
          Total Purchase / Sell Price: ______________________

     The Purchased Securities constitute Eligible Investments, as defined
in the Escrow Agreement.  The amount requested hereby does not exceed the
purchase price paid by the Investment Manager for the Purchased Securities
plus customary fees and expenses.

     IN WITNESS WHEREOF, each of the undersigned has executed this
Certificate as of the ____ day of ____________, ________.

                                   SALMON CREEK CORPORATION
                                   _________________________
                                   Authorized Signatory


                                                                    ANNEX 2


                                CERTIFICATE


     The undersigned, the Secretary of Scotia Pacific Company LLC (the
"Company") does hereby certify that (capitalized terms used herein and not
defined shall have the meaning ascribed thereto in the Indenture dated as
of July 20, 1998 between the Company and State Street Bank and Trust
Company, as Trustee (the "Indenture")):

     1.   Attached hereto as Exhibit A are true, complete and correct
          copies of resolutions duly adopted by the Board of Managers of
          the Company (the "Resolutions"); such resolutions have not been
          amended, modified or rescinded since this adoption and are in
          full force and effect on the date hereof.  Unless the Resolutions
          authorize the payment of funds exclusively to or to the order of
          the Trustee under the Indenture or the Collateral Agent under the
          Indenture, at least one of the following clauses (a), (b) or (c)
          is true and correct as of the date hereof: (a) the Resolutions
          were adopted by a majority of the Board of Managers of the
          Company (including the affirmative vote of the two independent
          managers), (b) a Rating Agency Confirmation has been received
          that gives effect to the release or disposition of funds directed
          by the Resolutions, or (c) the Company has received an opinion
          from a nationally recognized investment banking firm to the
          effect that, based on the revised harvest schedule and the other
          assumptions provided to such firm and set forth in a certificate
          delivered to such firm, the funds that would be available to the
          Company based on such harvest schedule, assumptions and otherwise
          under the Indenture after giving effect to the release or
          disposition of funds directed by the Resolutions would be
          adequate to (i) pay Scheduled Amortization (as such term is
          defined in the Indenture) on the Class A-1 and Class A-2 Timber
          Notes and (ii) amortize the Class A-3 Timber Notes on a schedule
          consistent with the original harvest schedule as of July 9, 1998
          (assuming that the Class A-3 Timber Notes are not refinanced on
          January 20, 2014).

     2.   Pursuant to the Resolutions, Citibank, N.A., as Escrow Agent, is
          hereby directed to transfer Escrowed Funds, including interest
          accrued thereon, held pursuant to the Escrow Agreement dated as
          of March 1, 1999, among The Pacific Lumber Company, Salmon Creek
          Corporation and the Escrow Agent as follows.
[


                                                                          ]

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of the __ day of ____________, ________.


                                   _______________________ 
                                   Secretary