TITLE









Exhibit 10.12




 




AMENDMENT TO




MASTER TIMBER MANAGEMENT

AGREEMENT




 




THIS

AMENDMENT TO MASTER TIMBER MANAGEMENT AGREEMENT

(“Amendment”) is made and entered into on December 29, 1998, by and

between ORM

RESOURCES CANADA LTD., a British Columbia company (“ORM”) and HANCOCK

NATURAL RESOURCE GROUP, INC. (“HNRG”), to amend that certain Master

Timber Management Agreement dated December 5, 1997 originally between HNRG

and H.A. Simons, Ltd. (“Simons”) (“Master Agreement”).  The effective date of this Amendment shall

be January 1, 1999 (“Effective Date”). 

Pursuant to an Assignment and Assumption Agreement, a copy of which is

attached hereto as Exhibit 1, and with consent of HNRG, Simons assigned,

and ORM assumed, all rights, obligations, benefits and privileges of Simons

under the Master Agreement accruing on or after the Effective Date.  For good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, ORM and HNRG hereby

agree as follows




 




1.             Non Compete Provisions.  Subsection 4.02, Non Compete,

of the Master Agreement shall be replaced in its entirety by the following

provisions:




 




4.02  Non Compete.  So long as this Master Agreement shall

remain in effect, Manager agrees that neither Manager nor its affiliates will

compete with Client by (a) performing, offering to perform or soliciting

timberland portfolio investment services for Plans and Endowments investing in

timberlands within the Continental United States or Canada; (b) soliciting

or attempting to raise timberland investment capital from Plans and Endowments

for timberland investments within the Continental United States or Canada; or

(c) managing timberland properties in the Continental United States or

Canada owned or managed for Plans and Endowments.  In addition, recognizing Client’s need to protect its legitimate

business interests, and as a further inducement to Client to continue to enter

into this Master Agreement, Manager hereby covenants and agrees with Client

that during the term of this Master Agreement, Manager will not, directly or

indirectly, for itself or any other person, business or entity:  (x) have any ownership interest in any

Competing Business (other than passive ownership of publicly-traded securities

constituting less than a 1% interest), provided that Manager’s continuing

ownership of any ownership interest in an entity that was not a Competing

Business when such investment was made, but subsequently becomes a Competing

Business as a result of a sale of an interest therein to a Plan or Endowment by

a person or entity not controlled by Manager, shall not constitute a breach of

this clause (x) as long as Manager neither manages or operates such

entity, nor owns more than 5% of the entity from and after the date that it

becomes a Competing Business, unless otherwise agreed in writing by Client; or

(y) attempt to employ or recruit, or assist any other person or entity in

employing or recruiting, for or on behalf of any Competing Business, any

employee who is employed by Client.




 





























 




Manager

represents and warrants that neither it nor any of its affiliates presently

conducts any of the activities described in clauses (a), (b), (c) or (x)

of this Section 4.02, except insofar as the units of interest in Pope

Resources, A Delaware Limited Partnership (“Pope”) are publicly traded.  Pope and Manager or its other affiliates may

be deemed to provide timberland portfolio investment services for, or to manage

timberlands beneficially owned by, Plans or Endowments that purchase such, units.  Notwithstanding the foregoing, Manager

covenants and agrees that, so long as this Master Agreement shall remain in

effect, neither Manager nor any of its affiliates will issue any new interests

that are publicly traded in the United States which constitute an interest in

any entity that owns or manages timberlands located in the Continental United

States of Canada; except for the issuance of new interests in conjunction with

any option, incentive or compensation programs of Manager or its affiliates for

the benefit of its officers, directors, employees, or agents.  Nothing in this Section 4.02 shall be

deemed to apply to the issued units of Pope existing as of the effective date

of this Master Agreement.




 




For

purposes of this Section 4.02, “affiliate” shall mean any person or entity

(whether now existing or hereafter created) that is controlled by, in control

of, or under common control with Manager, and shall in any event include Pope.




 




Notwithstanding

any other provision of this Section 4.02, it is understood and agreed that

nothing herein shall prohibit Manager or its affiliates from advertising,

soliciting, marketing for sale, or selling or conveying any timberland or other

property now or hereafter owned by Manager or its affiliates to a Plan or

Endowment, provided that neither Manager nor its affiliates shall provide

management services for any timberland conveyed to such Plan or Endowment after

closing.  In conjunction with any such

sale, an affiliate of Manager may create or cause to be created a publicly

traded vehicle to facilitate the sale.




 




The

provisions of this Section 4.02 shall survive termination of this Master

Agreement for a period of (i) twenty-four calendar months with respect to

each Plan and Endowment that is invested in an Ultimate Client Portfolio

managed by Client and (ii) twelve calendar months with respect to any

other Plan or Endowment.




 




Manager

and Client hereby expressly agree that damages may not compensate Client

adequately for a breach of this `Section 4.02, and acknowledge that absent

this Section 4.02 Client would not have entered into this Master

Agreement.  Therefore, to the maximum

extend permitted by law, upon establishment of a breach of this

Section 4.02, the parties hereby specifically agree that Client shall be entitled

to specific performance of the provisions of this Section 4.02, and in the

event that Client brings any action for specific performance of this

Section 4.02 Manager waives any objection or right to object to the

suitability or availability of specific performance as a remedy for breach of

this Section 4.02, including without limitation any objection based on the

adequacy of damages or the irreparable nature of the injury claimed by

Client.  The foregoing, however,




 




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shall

not be deemed to constitute a waiver by Manager of its right to participate in

the litigation, to dispute whether a breach of this Section 4.02 occurred

or whether the scope of the equitable relief requested by Client is appropriate

and consistent with the strict enforcement of the provisions of this

Section 4.02.




 




For

purposes of this Section 4.02 the following terms shall have the

corresponding meanings ascribed below:




 




“Plans

and Endowments” means pension fund or retirement plans and accounts, endowments

or foundations domiciled in the United States or Canada and organized and

operated pursuant to United States or Canadian law primarily or exclusively for

the benefit of persons living within those jurisdictions.




 




“Competing

Business” means any business that acquires, owns and/or manages timberlands

within the Continental United States or Canada primarily or exclusively for the

benefit of Plans and Endowments.




 




“Ultimate

Client Portfolio” means the several JMLICO separate accounts and other entities

described in the first WHEREAS clause above, for which Client provides

timberland portfolio investment services.




 




2.             Notices.  Section 7, Notices,

is hereby amended to change the address of the Manager as follows:




 




	

  AS TO THE MANAGER:


  	

  ORM Resources Canada Ltd.


  
	

   


  	

  Suite 300


  
	

   


  	

  475 West Georgia Street


  
	

   


  	

  Vancouver, B.C. Canada V6B 4M9


  
	

   


  	

  Attention: 

  Charles Goodbrand


  
	

   


  	

   


  
	

  AND TO:


  	

  Olympic Resource Management LLC


  
	

   


  	

  19245 Tenth Avenue NE


  
	

   


  	

  Post Office Box 1780


  
	

   


  	

  Poulsbo, Washington 98370


  
	

   


  	

  Attention: 

  Thomas Gilkey


  





 




3.             Additional Terms

and Conditions.




 




3.1          Bank

Accounts and Signatories.  Bank accounts have been established as set

forth in Section 1.05, Income and Expenses; Bank Accounts, of the Master

Agreement.  Prior to the Effective Date,

ORM shall designate, subject to HNRG approval, appropriate individuals for

signatories on HNRG bank accounts.




 




3.2          Insurance

and Bonding.  Prior to the Effective Date, ORM shall

provide evidence satisfactory to HNRG that ORM is maintaining the insurance

required of the Manager under Section 5.01 of the Master Agreement

including, but not necessarily limited to, commercial general liability

insurance, automobile liability insurance, worker’s compensation liability

coverage and fidelity bond.




 




3





























 




4.             Miscellaneous.




 




4.1          Notice.  All notices to be provided hereunder shall

be provided in accordance with the notice procedures contained in the Master

Agreement.




 




4.2          Governing Law/Venue.  This Agreement shall be governed in all

respects, including as to validity, interpretation and effect, by the laws of

the Commonwealth of Massachusetts.




 




4.3          Miscellaneous.  Except as

specifically amended, all terms and conditions of the Master Agreement shall

remain in full force and effect.




 




4.4          Counterparts.  This Agreement may

be executed in counterparts, each of which shall be deemed an original and both

of which together shall constitute one and the same instrument.




 




IN

WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the

date first written above.




 




	

  HANCOCK NATURAL

  RESOURCE


  	

  ORM RESOURCES CANADA

  LTD.


  
	

  GROUP, INC.


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By


  	

  /s/

  Unreadable


  	

   


  	

  By


  	

  /s/

  Thomas M. Ringo


  	

   


  
	

   


  	

  Its


  	

    Vice President


  	

   


  	

   


  	

  Thomas Ringo


  
	

   


  	

   


  	

   


  	

  Its Treasurer


  
							





 




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