TITLE









Exhibit

10.15




fourth amendment to


master timber management agreement




 




(Canada Operations)




 




 




 




THIS FOURTH AMENDMENT (the “Amendment”) is dated as of the 23rd day of

December, 1999, by and between HANCOCK NATURAL RESOURCE 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 by a Consent to Assignment of Master Timber Management Agreement

dated as of December 29, 1998; by an Assignment and Assumption Agreement

dated as of December 29, 1998; by an Amendment to Master Timber Management

Agreement dated as of December 29, 1998; by a Second Amendment to Master

Timber Management Agreement dated as of July 26, 1999; and by a Third

Amendment to Master Timber Management Agreement dated as of August 6,

1999, collectively the “Master Agreement.”




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

respect to matters from and after January 1, 2000, all as set forth herein.




NOW, THEREFORE, the parties agree as follows:




1.             Term.  The term of the Master Agreement shall be

extended and will continue to and include December 31, 2000.




2.             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, 2000.




3.             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.




 





























 




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:


  	

  /s/ Unreadable


  	

   


  	

  By:


  	

  /s/ Gary F. Tucker


  
	

   


  	

   


  	

   


  
	

  Its:


  	

  Vice President


  	

   


  	

  Its:


  	

  President


  
	

   


  	

   


  	

   


  
	

  Date: 


  	

  1/10/00


  	

   


  	

  Date: 


  	

  1/6/00


  





 




 




2





























 




EXHIBIT 1A


TO FOURTH AMENDMENT


PROPERTY MANAGEMENT SERVICE FEE




 




 




	

  Property


  	

   


  	

  Acreage 


  (As of 1/1/2000)


  	

   


  	

  Rate


  ($/Acre/Year)


  (CD$)


  
	

  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]


  
	

  Lake Cowichan


  	

   


  	

  32,302


  	

   


  	

   


  
	

  Total


  	

   


  	

  60,971


  	

   


  	

   


  





 




 




3