TITLE









EXHIBIT

10.8




 




FIRST

AMENDMENT TO




MASTER TIMBER MANAGEMENT AGREEMENT




 




(Western Operations)




 




THIS FIRST AMENDMENT (the “Amendment’) is dated as of the 26th day of

July, 1999, by and between HANCOCK NATURAL RESOURCE GROUP, INC., a Delaware

corporation (hereinafter referred to as “HNRGI” or the “Client”), and OLYMPIC

RESOURCE MANAGEMENT LLC, a Washington limited liability company (hereinafter

referred to as “Manager”).  Capitalized

terms not otherwise defined in this Amendment shall have the meanings given

therefor in that certain Master Timber Management Agreement (Western

Operations) effective as of January 1, 1998 (as amended, the “Master

Agreement”).




WHEREAS, the parties hereto are parties to the Master Agreement.




WHEREAS, the parties wish to amend the Master Agreement, all as set

forth herein.




NOW, THEREFORE, the parties agree as follows:




1.             Decision Making and Signing

Authority.  Exhibit 1B of the Master Agreement is hereby replaced by Exhibit

1B to this Amendment.  This

replacement is effective as of January 1, 1998.




2.             Property Management Service Fee.  Exhibit 2A of

the Master Agreement is hereby replaced by Exhibit 2A to this

Amendment.  This replacement is

effective as of January 1, 1998.




3.             Additional Services.  Pursuant to Section

2.03 of the Master Agreement, Client may from time to time engage Manager to

directly provide certain additional services including the services described

in said section (the “Additional Services”). 

With respect to the Additional Services, the parties agree to the

following procedures:




a.             The scope of Additional Services shall be set forth in a Work

Authorization in form attached hereto as Exhibit A and incorporated

herein by reference (“Work Authorization”). 

Rates charged for Additional Services shall be as set forth in the

applicable Work Authorization or in accordance with the Rate Schedule, which is

attached hereto as Exhibit B and incorporated herein by reference (“Rate

Schedule”).  The rates shown on the Rate

Schedule shall apply, without change, for the term of the Master Agreement

unless otherwise specifically provided in this Master Agreement or the Work

Authorization.  All requests for

Additional Services shall be accompanied by a completed and executed Work

Authorization.  Upon execution by both

parties, each Work Authorization shall be deemed incorporated herein by

reference.  The parties acknowledge that

Client has requested that Manager provide Additional Services with respect to

the STRSO Properties as set forth in the Work Authorization attached hereto as Exhibit

C.




b.             Payment for Additional Services and expenses shall be in

accordance with the applicable Work Authorization and this Master Agreement.




 




1





























 




c.             Manager will be reimbursed by Client for reasonable travel

expenses incurred directly in connection with the performance of Additional

Services only to the extent that all such travel expenses have been approved in

advance by Client or the travel expenses are provided for in the Work

Authorization.  Manager will be

reimbursed by Client for reasonable miscellaneous other expenses incurred

directly in connection with the performance of Additional Services only to the

extent that such expenses are provided for in the Work Authorization.  Manager shall provide Client with a detailed

monthly statement of travel and miscellaneous expenses incurred.




d.             Manager, in performing the Additional Services, shall act

solely as an independent contractor. 

Manager, and any employees or agents of Manager, shall under no

circumstances be treated as, or deemed to be, employees of Client.  Nothing in the Master Agreement shall be

construed to create a partnership, agency, joint venture or employer-employee

relationship between the parties. Manager understands that Client has no federal,

state, or local obligations regarding employee liability or insurance for

Manager.




e.             Manager shall be responsible for and pay all costs associated

with governmental compliance of its business, including, but not limited to,

city, county, state or federal licenses, permits, taxes or assessments of any

kind.  Manager shall be responsible for

payment of its income taxes, employment taxes and employee withholding, Social

Security taxes and workers’ compensation premiums.  Manager shall indemnify Client and hold it harmless from paying

such business costs or taxes.




f.              In the event that rendition of the Additional Services

provided for herein requires Manager to be located at facilities of Client,

Manager shall comply with all applicable federal or state laws and regulatory

requirements and all safety and health regulations prescribed by Client for its

own personnel.  Manager shall comply

with all applicable federal, state and local laws and regulations with regard

to the services rendered hereunder.




g.             The provision of the Additional Services shall be subject to

all of the terms and conditions of the Master Agreement, unless otherwise

specifically provided in the Work Authorization.




4.             Disposition and Acquisition

Services.  Except as otherwise agreed to in writing between Client and

Manager, the [Confidential Treatment for the

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

Securities and Exchange Commission] fees for

disposition services pursuant to Section 3.03 of the Master Agreement and for

acquisition services pursuant to Section 4.03 of the Master Agreement shall be

based on the rate schedule set forth in Exhibit 3B to this Amendment.  Exhibit 3B to this Amendment shall

replace Exhibits 3B and 4A to the Master Agreement.  This replacement is effective as of

July 31, 1998.




5.             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.




 




2





























 




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


  	

   


  	

  OLYMPIC

  RESOURCE MANAGEMENT LLC,


  
	

  GROUP,

  INC., a Delaware corporation


  	

   


  	

  a

  Washington limited liability company


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/

  (Unreadable)


  	

   


  	

  By:


  	

  /s/

  Gary F. Tucker


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Its:


  	

  Vice

  President


  	

   


  	

  Its:


  	

  President

  & CEO


  





 




3





























 




EXHIBIT 1B


TO FIRST AMENDMENT


DECISION MAKING AND SIGNING AUTHORITY




	

  CATEGORY


  	

   


  	

  MANAGER’S

  AUTHORITY ($US)


  
	

  1.


  	

  Timber sales contracts


  stumpage and log sales including salvage and miscellaneous forest products


  	

   


  	

  [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]


  
	

  2.


  	

  Logging

  and trucking contracts


  	

   


  	

   


  
	

  3.


  	

  Land Use permits 


  i.e., road use, rock/gravel/leases, regulatory permits, licenses (inc.

  hunting), ferns, oil and gas, etc.


  	

   


  	

   


  
	

  4.


  	

  Budgeted Capital

  Expenses 


  contracts and checks, i.e., site prep, planting, herbicide, PCT, logging

  roads, etc.


  	

   


  	

   


  
	

  5.


  	

  Budgeted Operating

  Expenses 


  checks, except management fees


  	

   


  	

   


  
	

  6.


  	

  Budgeted Operating

  Expenses 


  checks; management fees


  	

   


  	

   


  
	

  7.


  	

  All

  legal invoices


  	

   


  	

   


  





 




4





























 




	

  8.


  	

  Disposition of

  properties — with HNRIC/COF approval closing costs; expenses; manager’s

  compensation; P&S contracts and closing documents


  	

   


  	

  [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]


  
	

  9.


  	

  Disposition of

  properties — with HNRIC/COF approval closing costs; expenses; manager’s

  compensation; P&S contracts and closing documents


  	

   


  	

   


  





 




All Hancock contracts to be signed by authorized

preparer and a minimum of two authorized individuals up to respective limits of

their signing authority.




 




5





























 




Manager - to provide and update list of its authorized

individuals periodically.




	

  Authorized

  HNRGI Associates:


  	

   


  	

  Director

  of Acquisitions


  
	

   


  	

   


  	

  Manager

  of Acquisitions


  
	

   


  	

   


  	

  Director

  of Forestry Operations & Stewardship


  
	

   


  	

   


  	

  Regional

  Forestry Managers


  
	

   


  	

   


  	

  Regional

  Foresters


  
	

   


  	

   


  	

  CalPERS

  Forest Operations Manager


  
	

   


  	

   


  	

  CalPERS

  CIO


  
	

   


  	

   


  	

  Managing

  Director


  





 




Decision-making authority:




•                  Budget approval must be made by the HNRGI

(i) Regional Forestry Manager and Director of Forestry Operations & Stewardship,

or (ii) CalPERS Operations Manager and CalPERS CIO;




•                                          Acquisitions and Dispositions require

approval of Hancock Natural Resource Investment Committee and JHMLICo Committee

of Finance; except that dispositions under 

[Confidential Treatment for the

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

Securities and Exchange Commission]  must

be approved by (i) a Regional Forestry Manager or Director of Forestry

Operations & Stewardship, or (ii) CalPERS Operations Manager or CalPERS

CIO; and




•                  All recorded instruments (including

deeds) to be signed by authorized officers of JHMLICo, John Hancock Timber

Resource Corp., or other legal owner, respectively.




 




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EXHIBIT A


TO FIRST AMENDMENT


FORM OF WORK AUTHORIZATION


Work Authorization Number ___________




1.                                       Master Agreement.  This Work

Authorization Number  is issued pursuant

to the Master Timber Management Agreement effective as of January 1, 1998

by and between Client arid Manager (as amended, the “Master Agreement”).  Capitalized terms not otherwise defined

herein have the meanings given in the Master Agreement.




2.                                       Effective Date.  This Work

Authorization is effective upon execution by both parties.




3.                                       Reference Title for Services Under This Work Authorization. 

The reference title for Services under this Work Authorization is

_____________________.




4.                                       Services to be Performed.  This Work

Authorization relates to the work more fully described below:




5.                                       Deliverables and Schedule of Performance.




6.                                       Compensation for Services.




7.                                       Acceptance Criteria.




8.                                       Changes.  Any

amendment or modification of this Work Authorization shall be agreed to in

writing by both parties (“Change Order”).




9.                                       Client Representatives.  The

representatives of the Client who shall have full authority to

request the Additional Services to be provided [and to terminate such

Additional Services] are ________________ or any other person designated in

writing by the Client.




10.                                 Manager Representatives.  The

representatives of the Manager who shall have full authority to negotiate and

execute Change Orders are ______________________, or any other person

designated in writing by Manager.




AGREED TO AND ACCEPTED

BY:




	

  Client


  	

   


  	

  Manager


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Hancock

  Natural Resource Group, Inc.


  	

   


  	

  Olympic

  Resource Management LLC


  
	

  99

  High Street, 26th Floor


  	

   


  	

  19245

  Tenth Avenue NE, PO Box 1780


  
	

  Boston,

  MA 02110


  	

   


  	

  Poulsbo,

  WA 98370-0239


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  	

  Its:


  	

   


  





 




7





























 




EXHIBIT B


TO FIRST AMENDMENT


Rate Schedule for Additional Services




Time will be billed at the following rates:




	

  Position

  Category


  	

   


  	

  Billing

  Rate ($/hour)


  
	

  Clerk


  	

   


  	

  [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]


  
	

  Administrative Assistant


  	

   


  	

   


  
	

  Technician


  	

   


  	

   


  
	

  Forester/Analyst I


  	

   


  	

   


  
	

  Forester/Analyst II


  	

   


  	

   


  
	

  Senior Forester/Analyst III


  	

   


  	

   


  
	

  Manager/Area Manager


  	

   


  	

   


  
	

  Director/Region Manager


  	

   


  	

   


  
	

  Executive


  	

   


  	

   


  





 




Expenses will be billed as follows:




Mileage                                  [Confidential Treatment for the omitted material has

been requested and has been filed separately with the Securities and Exchange

Commission]




Materials and Services        At

actual cost




 




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EXHIBIT C


TO FIRST AMENDMENT


WORK AUTHORIZATION FOR STRSO PROPERTIES


Work Authorization Number “W1”




1.                          Master

Agreement.  This Work Authorization Number “W 1” is

issued pursuant to the Master Timber Management Agreement effective as of

January 1, 1998 by and between Client and Manager (as amended, the “Master

Agreement”).  Capitalized terms not

otherwise defined herein have the meanings given in the Master Agreement.




2.                          Effective

Date.  This Work Authorization is effective as of

November 1, 1998




3.                          Reference

Title for Services.  The reference title for services under this

Work Authorization is “Support for Transition of Management Services on STRSO

Properties.”




4.                          Services

To be Performed.  Services to be performed under this Work

Authorization are described below:




(a)          Project administration and meetings, which includes

organizing the work, tracking the status of the work, and reporting on the

status of the work.  This does include

reasonable travel costs for attending meetings as is required by the work.  This does not include tracking time spent on

the project or invoicing.




(b)         Document copying, which includes organizing and

copying documents and maps for transfer to STRSO and its agents.




(c)          Provision of map data/hardcopies of maps, which

includes development and printing of hardcopies of the requested maps,

development of descriptions of the spatial data sets and data dictionary, and

provision of softcopies of the spatial data sets.




(d)         Provision of inventory data, which includes

development and printing of the requested inventory reports, development of

descriptions of the inventory data sets and data dictionary, and provision of

softcopies of the inventory data.




(e)          Provision of financial data, which includes provision

of hard copies of the property budgets, property long-term plan data and

accounting data, and transfer of the relevant accounting records.




(f)            Provision of field data, which includes identification

of existing leases and other agreements affecting the STRSO properties,

identification of the needs for additional easements and agreements between

STRSO properties and other CLIENT properties.




(g)         Supporting the development and/or assignment of leases

and other agreements by CLIENT’s legal staff.  MANAGER does not warrant or guarantee the

accuracy of the information provided and will not be held liable for any

inaccuracies in the information provided.




(h)         Supporting the development of legal descriptions of

the STRSO properties by CLIENT’s legal staff and title

companies.  MANAGER does not warrant or

guarantee the accuracy of




 




9





























 




 the information provided and will not be held

liable for any inaccuracies in the information provided.




(i)    Property tours and inspections, which

includes development of maps and directions, briefing STRSO personnel and

agents and CLIENT personnel regarding property locations and conditions,

and guiding tours of the properties for STRSO personnel and agents and CLIENT’s

personnel.




(j)    Property preparation, which includes changing,

locks and signs on the properties, ensuring that the appropriate gates are

locked, contract management on required surveys and boundary line maintenance,

and support for CLIENT’s legal staff in obtaining any required property

partitions.




(k)   Quality control, which includes reviewing

materials that have been developed and ensuring that they meet the data

requests.




5.                          Compensation For Services.  MANAGER will

be compensated for work performed under this Work Authorization on a time and

materials basis.  Billing will be at the

rates listed in Exhibit B of the First Amendment to the Master Agreement.  MANAGER will submit invoices monthly for

work performed.  Terms will be net 30

days.




6.                          Travel and Miscellaneous Expenses.  MANAGER

will be reimbursed by CLIENT for reasonable travel and

miscellaneous other expenses incurred directly in connection with the

performance of the Services as specified in Exhibit B of the First Amendment to

the Master Agreement.




7.                          Changes.  Any amendment

or modification of this Work Authorization shall be agreed to in writing by

both parties (“Change Order”).




8.                          MANAGER Representatives. 

The representatives of MANAGER who shall have full authority to

negotiate and execute Change Orders are Tom Gilkey, Wesley Nicholson or any

other person designated in writing by MANAGER.




9.                          CLIENT Representatives. 

The representatives of the CLIENT who shall have full authority to

request the Services to be provided, to terminate the Services and to negotiate

and execute Change Orders are David Kenney, John Davis or any other person

designated in writing by the CLIENT.




 




10





























 




AGREED TO

AND ACCEPTED BY:




	

  CLIENT


  	

   


  	

  MANAGER


  
	

   


  	

   


  	

   


  	

   


  
	

  Hancock Natural Resource Group, Inc.


  	

   


  	

  Olympic Resource Management LLC


  
	

  99 High Street, 26th Floor


  	

   


  	

  19245 Tenth Avenue NE, PO Box 1780


  
	

  Boston, MA 02110


  	

   


  	

  Poulsbo, WA 

  98370-0239


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ (Unreadable)


  	

   


  	

  By:


  	

  /s/

  (Unreadable)


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Its:


  	

  Vice

  President


  	

   


  	

  Its:


  	

  President

  & CEO


  
						





 




 




11





























 




EXHIBIT 2A


TO FIRST AMENDMENT


Property Management Service Fee




	

  States


  	

   


  	

  Property


  	

   


  	

  Acreage  (as of 10/31/98)


  	

   


  	

  Base

  Rate $/Acre Fee


  
	

  California


  	

   


  	

  McCloud


  	

   


  	

  39,364


  	

   


  	

  [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]


  
	

  California


  	

   


  	

  Pondosa


  	

   


  	

  39,266


  	

   


  	

   


  
	

  California


  	

   


  	

  Trinity


  	

   


  	

  24,649


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Coates Creek


  	

   


  	

  6,406


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Deer Creek


  	

   


  	

  13,133


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Gold Beach


  	

   


  	

  28,825


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Hershey


  	

   


  	

  5,352


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Mist


  	

   


  	

  22,155


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Nicolai


  	

   


  	

  5,524


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Pebble Creek


  	

   


  	

  15,203


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Santiam


  	

   


  	

  5,297


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Scappoose


  	

   


  	

  10,906


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  St. Helens


  	

   


  	

  4,894


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Umpqua


  	

   


  	

  19,272


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wilark


  	

   


  	

  7,775


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wiley Creek


  	

   


  	

  47,039


  	

   


  	

   


  
	

  Oregon


  	

   


  	

  Wilson River


  	

   


  	

  13,372


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Cavanaugh


  	

   


  	

  50,786


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Gold Bar


  	

   


  	

  6,076


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Granite Falls


  	

   


  	

  9,967


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Grays River


  	

   


  	

  62,418


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Johns River


  	

   


  	

  25,043


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Milwaukee


  	

   


  	

  15,970


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Monroe


  	

   


  	

  6,982


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Skykomish


  	

   


  	

  6,330


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Snohomish


  	

   


  	

  17,083


  	

   


  	

   


  
	

  Washington


  	

   


  	

  Wishkah


  	

   


  	

  20,863


  	

   


  	

   


  





 




12





























 




	

   


  	

   


  	

   


  	

   


  	

  529,950


  	

   


  	

  [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]


  





 




Contract term for these properties: three (3) years

beginning 1/1/98 and ending on 12/31/2000.




 




13





























 




EXHIBIT 3B


TO FIRST AMENDMENT


DISPOSITION AND ACQUISITION TIME AND MATERIALS FEES




	

  Position

  Category


  	

   


  	

  Billing

  Rate


   ($/hour)


  
	

  Clerk


  	

   


  	

  [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]


  
	

  Administrative Assistant


  	

   


  	

   


  
	

  Technician


  	

   


  	

   


  
	

  Forester/Analyst I


  	

   


  	

   


  
	

  Forester/Analyst II


  	

   


  	

   


  
	

  Senior Forester/Analyst


  	

   


  	

   


  
	

  Manager/Area Manager


  	

   


  	

   


  
	

  Director/Region Manager


  	

   


  	

   


  
	

  Executive


  	

   


  	

   


  





 




	

  Markup

  to Cost of Materials and Services


  	

   


  	

  [Confidential Treatment for the omitted material has been

  requested and has been filed separately with the 


  
	

   


  	

  Securities and Exchange Commission].


  





 




(Note:

Services meaning and intending to refer to services contracted to others by

Manager.)




 




	

  Mileage

  charges


  	

   


  	

  [Confidential Treatment for the omitted material has been

  requested and has been filed separately with the 


  
	

   


  	

  Securities and Exchange Commission].


  





 




Rates listed are for typical classifications of

positions that will be used for disposition and acquisition services.  Other job classifications may be used with

prior written agreement between Manager and Client.




This replaces Exhibits 3B and 4A to Master Agreement.




 




14