0001104659-03-004737 Sample Contracts

THIRD AMENDMENT TO
Management Agreement • March 24th, 2003 • Pope Resources LTD Partnership • Forestry

THIS THIRD AMENDMENT TO MANAGEMENT AGREEMENT (the “Third Amendment”) is effective as of November 1, 2002 and is entered into between PIONEER RESOURCES I, LLC, a Delaware limited liability Company (“Pioneer”), and OLYMPIC RESOURCE MANAGEMENT LLC, a Washington limited liability company (“Manager”). Capitalized terms not otherwise defined in this Third Amendment shall have the meanings set forth in that certain Management Agreement between Pioneer and Manager dated as of March 22, 2000, as amended by the “First Amendment to Management Agreement” dated as of September 7, 2000 (the “First Amendment”) and the “Second Amendment to Management Agreement” dated as of June 29, 2001 (the “Second Amendment”). The original Management Agreement as modified by the First Amendment and the Second Amendment shall be referred to herein as the “Management Agreement”.

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SETTLEMENT AND REMEDIATION AGREEMENT
Settlement Agreement • March 24th, 2003 • Pope Resources LTD Partnership • Forestry • Washington

This Settlement and Remediation Agreement (the “Agreement”) is entered into, as of the Effective Date defined herein, by and between Pope Resources, a Delaware Limited Partnership (“Pope Resources”), and Pope & Talbot, Inc., a Delaware corporation (“Pope & Talbot”) (collectively, the “Parties”).

AMENDMENT NO. 1 TO SUBORDINATION AND RELEASE AGREEMENT
Subordination and Release Agreement • March 24th, 2003 • Pope Resources LTD Partnership • Forestry

THIS AMENDMENT NO. 1 TO SUBORDINATION AND RELEASE AGREEMENT is executed as of April 25, 2002, by and between PORT LUDLOW ASSOCIATES LLC, a Washington limited liability company, as Grantor, and POPE RESOURCES, a Delaware limited partnership, as Beneficiary.

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