TITLE









Exhibit 10.14




THIRD

AMENDMENT TO


MASTER TIMBER MANAGEMENT AGREEMENT




 




(Canada Operations)




 




 




THIS THIRD AMENDMENT (the “Amendment”) is dated as of the 6th day of

August, 1999, by and between HANCOCK NATURAL RESOURCES GROUP, INC., a Delaware

corporation (hereinafter referred to as "HNRGI" or the

"Client"), and ORM RESOURCES CANADA LTD., a British Columbia company

(hereinafter referred to as "Manager").  Capitalized terms not otherwise defined in this Amendment shall

have the meanings given in the Master Timber Management Agreement dated as of

December 5, 1997 and effective as of January 1, 1998 by and between Client and

H.A. Simons Ltd. ("Simons") (as amended, the "Master

Agreement").




WHEREAS, Client and Simons were parties to the Master Agreement.




WHEREAS, as of January 1, 1999, Manager acquired certain assets of

Simons Reid Collins, the forestry management division of Simons.




WHEREAS, in connection with the acquisition of assets by Manager,

Manager and Simons entered into that certain Assignment and Assumption

Agreement dated as of December 29, 1998 (the "Assignment Agreement"),

whereby Manager was assigned and assumed certain rights and obligations of

Simons under the Master Agreement. 

Client gave its consent thereto pursuant to that certain Consent to

Assignment of Master Timber Management Agreement dated as of December 29,

1998.  In addition, Manager and Client

entered into that certain Amendment to Master Timber Agreement dated as of

December 29, 1998 and intended to be effective as of January 1, 1999.




WHEREAS, the parties wish to further amend the Master Agreement with

respect to matter from and after January 1, 1999, all as set forth herein.




NOW, THEREFORE, the parties agree as follows:




1.             Property

Management Service Fee.  Exhibit 1A

of the Master Agreement is hereby replaced by Exhibit 1A to this

Amendment.  This replacement is

effective as of January 1, 1999.




2.             Miscellaneous.  This Amendment and all exhibits and

schedules hereto constitute an integral part of the Master Agreement.  Except as expressly amended by this

Amendment, the Master Agreement shall remain in full force and effect.




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                IN WITNESS

WHEREOF, the parties hereto have executed this Amendment by and through their

properly authorized officers on the date first specified above.




 




	

  CLIENT:


  	

   


  	

  MANAGER: 


  
	

   


  	

   


  	

   


  
	

  HANCOCK NATURAL RESOURCE GROUP, INC.


  	

   


  	

  ORM RESOURCES CANADA LTD.


  
	

   


  	

   


  	

   


  
	

  By:


  	

  [Confidential Treatment for the

  omitted material has been requested and has been filed separately with the

  Securities and Exchange Commission]


  	

   


  	

  By:


  	

  /s/ Gary F. Tucker


  	 

	

  Its: Western Regional Manager


  	

   


  	

  Its: President & CEO


  
	

  Date: August 6, 1999


  	

   


  	

  Date: September 15, 1999


  
						





 




 




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EXHIBIT 1A


TO THIRD AMENDMENT


Property Management Service Fee




 




	

  Property


  	

   


  	

  Acreage


  	

   


  	

  Rate $/Acre


  
	

  Comox


  	

   


  	

  28,669


  	

   


  	

  [Confidential Treatment for the

  omitted material contained in the entire column has been requested and has

  been filed separately with the Securities and Exchange Commission]


  
	

  Cowichan


  	

   


  	

  32,302


  	

   


  	

   


  
	

  Total


  	

   


  	

  60,971


  	

   


  	

   


  





 




 




3