JORE CORP, SC 13D, 1999-09-22

JORE CORP
SC 13D, 1999-09-22
CUTLERY, HANDTOOLS & GENERAL HARDWARE

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

----------------
----------------

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2a

JORE CORPORATION
- -------------------------------------------------------------------------------
(Name of issuer)

Common Stock
- -------------------------------------------------------------------------------
(Title of class of securities)

480815 10 9
- -------------------------------------------------------------------------------
(CUSIP number)

Matthew B. Jore
45000 Highway 93 South
Ronan, Montana 59864
(406) 676-4900
- -------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)

September 22, 1999
- -------------------------------------------------------------------------------
(Date of event which required filing of this statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Matthew B. Jore
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) / /
(b) / /
- -------------------------------------------------------------------------------
3 SEC USE ONLY

- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /

- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.
- -------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER

SHARES 10,554,270
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 4,953,980
-------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0

- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,554,270 shares of Common Stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /

- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

54.5%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- -------------------------------------------------------------------------------

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Michael W. Jore
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) / /
(b) / /

- -------------------------------------------------------------------------------
3 SEC USE ONLY

- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /

- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.
- -------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER

SHARES 810,794
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER

OWNED BY 0
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER

REPORTING 2,336,740
-------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,336,740 shares of Common Stock
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /

- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

17.0%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN
- -------------------------------------------------------------------------------

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

ITEM 1. SECURITY AND ISSUER.

The class of equity securities to which this statement relates is the
common stock (the "Common Stock"), with no par value, of Jore Corporation (the
"Issuer"), whose principal executive office is located at 45000 Highway 93
South, Ronan, Montana 59864.

ITEM 2. IDENTITY AND BACKGROUND.

(a) The statement are filed by Matthew B. Jore ("Matt") and
Michael W. Jore ("Mike"; and with Matt, the "Reporting
Persons").

(b) The principal business address of each of the Reporting Person
is 45000 Highway 93 South, Ronan, Montana 59864.

(c) Matt is currently President, Chief Executive Officer and
Chairman of Jore Corporation and Mike is currently Executive
Vice President and Director of Jore Corporation.

(d) Neither Matt nor Mike has, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violation or similar misdemeanors).

(e) Neither Matt nor Mike has, during the last five years, been
party to a civil proceeding of a judicial or administrative
body of competence jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f) Matt and Mike are both citizens of the United States of
America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

A) MATTHEW JORE

The following transactions were made by Matthew Jore for his own
personal account. Each investment was made with Matt's personal funds or in
exchange for securities from corporations acquired by Jore Corporation. Matt has
the sole power to buy, sell and vote these securities, unless those securities
were otherwise transferred to his trust for the benefit of his family:

<TABLE>
<CAPTION>
DATE OF TRANSACTION TRANSACTION AGGREGATE CONSIDERATION
<S> <C> <C>
June 15, 1990 Acquired 4,417,539 shares of Common Stock $200
October 1, 1998 Acquired 60,109 shares of Common Stock $215,190
January 1, 1999 Acquired 318,416 shares of Common Stock $1,837,236
</TABLE>

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

The following gifts were made by Matthew of the above shares to the
irrevocable trust of Matthew Jore Family (Matthew Jore Family Trust). Matthew
Jore Family Trust was created pursuant to certain trust agreement dated January
1, 1998 ("Matthew Jore Family Trust Agreement), by Matt (as Trustor) and Mike
(as Trustee), for the benefit of certain family members of Matthew. Each
investment was made with assets transferred by Matthew to this Trust pursuant to
the Matthew Jore Family Trust Agreement. Michael is the sole Trustee of the
Matthew Jore Family Trust and has the sole power to buy, sell and vote those
securities:

<TABLE>
<CAPTION>
DATE OF TRANSACTION TRANSACTION AGGREGATE CONSIDERATION
<S> <C> <C>
January 1, 1998 Gift of 480,979 shares of Common Stock None
</TABLE>

Matthew Jore received gift of 165,172 shares of Common Stock from his
parents on January 1, 1998.

The following transactions were made by Matt for the Voting Trust of
Jore Corporation ("Jore Corporation Voting Trust"). Jore Corporation Voting
Trust was created pursuant to certain Voting Trust Agreement dated June 30, 1997
("Voting Trust Agreement"), between Rick Jore, Roger Jore, Roxanne L. Cote and
Maxine E. Schneider ("Shareholders") and Matt. Each party to the Jore
Corporation Voting Trust transferred their outstanding shares of the Company's
Common Stock transferred to this Trust pursuant to the Voting Trust Agreement.
Matt is the sole trustee of the Voting Trust and has the sole power to vote
those securities but has no dispositive power:

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

<TABLE>
<CAPTION>
DATE OF TRANSACTION TRANSACTION AGGREGATE CONSIDERATION
<S> <C> <C>
June 30, 1997 Acquired 3,327,286 shares of Common Stock N/A
</TABLE>

Matt has an outstanding option to purchase 1,865,905 shares of Common
Stock from Mike Jore pursuant to certain Option to Purchase Common Stock between
Mike and Matt, dated January 1, 1998 ("Mike Jore Option"). Upon exercise of this
Option, Matt will have the sole power to buy, sell and vote these securities.
The purchase price for the Common Stock will be $0.972 pursuant to the Mike Jore
Option.

Matt also has an outstanding option to purchase 407,099 shares of
Common Stock from Merle Jore pursuant to certain Option to Purchase Common Stock
between Merle Jore and Matt, dated January 1, 1998 ("Merle Jore Option"). Upon
exercise of this Option, Matt will have the sole power to buy, sell and vote
these securities. The purchase price for the Common Stock will be $0.972
pursuant to the Merle Jore Option.

B) MICHAEL JORE

The following transactions were made by Michael Jore for his own
personal account. Each investment was made with Mike's personal funds or in
exchange for securities from corporations acquired by Jore Corporation. Mike has
the sole power to buy, sell and vote these securities, unless those securities
were otherwise transferred to his trust for the benefit of his family:

<TABLE>
<CAPTION>
DATE OF TRANSACTION TRANSACTION AGGREGATE CONSIDERATION
<S> <C> <C>
June 15, 1990 Acquired 1,800,299 shares of Common Stock $100
October 1, 1998 Acquired 60,109 shares of Common Stock $215,190
January 1, 1999 Acquired 14,277 shares of Common Stock $105,458
</TABLE>

The following gifts were made by Michael to the irrevocable trust of
Michael Jore Family (Michael Jore Family Trust). Michael Jore Family Trust was
created pursuant to certain trust agreement dated January 1, 1998 ("Michael Jore
Family Trust Agreement), by Michael (as Trustor) and Matthew (as Trustee), for
the benefit of certain family members of Michael. Each investment was made with
assets transferred by Michael to this Trust pursuant to the Michael Jore Family
Trust Agreement. Matthew is the sole Trustee of the Michael Jore Family Trust
and has the sole power to buy, sell and vote those securities:

<TABLE>
<CAPTION>
DATE OF TRANSACTION TRANSACTION AGGREGATE CONSIDERATION
<S> <C> <C>
January 1, 1998 Gift of 480,979 shares of Common Stock None
</TABLE>

Michael Jore received gift of 165,172 shares of Common Stock from his
parents on January 1, 1998.

On May 12, 1999, Michael Jore transferred 1,752,979 shares to the Jore
Corporation voting trust.

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

ITEM 4. PURPOSE OF TRANSACTION.

A) MATTHEW JORE

Matthew Jore purchased the shares of Common Stock reported herein
solely for investment purposes for his own account or as trustee for others as
set forth in ITEM 3 above. Depending upon economic and financial conditions, and
the performance of the Issuer's securities, Matt may choose to purchase or sell
shares of Common Stock or Options (as defined below) solely for investment
purposes.

B) MICHAEL JORE

Michael Jore purchased the shares of Common Stock reported herein
solely for investment purposes for his own account or as trustee for others as
set forth in ITEM 3 above. Depending upon economic and financial conditions, and
the performance of the Issuer's securities, Mike may choose to purchase or sell
shares of Common Stock solely for investment purposes.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

A) MATTHEW JORE

(a) As of September 22, 1999, Matthew Jore beneficially owned
54.5% of the outstanding Common Stock. This percentage is
computed based upon Matt's beneficial ownership of Common
Stock and options to purchase Common Stock from Mike Jore and
Merle Jore (the "Options"), aggregating to 10,554,270, and the
shares of Common Stock outstanding as contained in the
Issuer's filing with the Securities and Exchange Commission on
September 16, 1999.

(b) Matt has the following powers:

Sole power to vote: 8,281,266 (excluding 2,273,004
shares to be purchased with the
Options)

Shared power to vote: 0

Sole power to dispose: 4,953,980 (excluding 2,273,004
shares to be purchased with the
Options and 3,327,286 shares
held on behalf of Jore Corporation
Voting Trust)

Shared power to dispose: 0

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock or Options.

(f) Not applicable.

A) MICHAEL JORE

(a) As of September 22, 1999, Michael Jore beneficially owned
17.0% of the outstanding Common Stock. This percentage is
computed based upon Matt's beneficial ownership of Common
Stock, aggregating to 2,336,740, and the shares of Common
Stock outstanding as contained in the Issuer's filing with the
Securities and Exchange Commission on September 16, 1999.

(b) Mike has the following powers:

Sole power to vote: 810,794 (excluding 1,525,946
shares held by the Jore
Corporation Voting Trust)

Shared power to vote: 0

Sole power to dispose: 2,336,740

Shared power to dispose: 0

(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

Option to Purchase Common Stock by and between Mike and Matt, dated
January 1, 1998

Option to Purchase Common Stock by and between Merle and Matt, dated
January 1, 1998

Michael W. Jore Family Trust by Mike and Matt for the benefit of Mike's
family, dated January 1, 1998

Matthew B. Jore Family Trust by Matt and Mike for the benefit of Matt's
family, dated January 1, 1998

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

Voting Trust Agreement by and between the Shareholders of Jore
Corporation and Matt, dated June 30, 1997

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
Exhibit No. Desccription
----------- ------------
<S> <C>
99.1 Option to Purchase Common Stock by and between Michael
Jore and Matthew Jore, dated January 1, 1998

99.2 Option to Purchase Common Stock by and between Merle Jore
and Matthew Jore, dated January 1, 1998

99.3 Michael W. Jore Family Trust, dated January 1, 1998.

99.4 Matthew B. Jore Family Trust, dated January 1, 1998

99.5 Voting Trust Agreement by and among the Shareholders of
Jore Corporation and Matthew Jore, dated June 30, 1997
</TABLE>

The exhibits are attached hereto immediately following the signature
pages hereof.

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED this 21st day of September, 1999.

/s/ Matthew B. Jore
---------------------------
Matthew B. Jore
President, Chief Executive Officer and
Chairman

/s/ Michael W. Jore
---------------------------
Michael W. Jore
Executive Vice President and Director

<PAGE>

JORE CORPORATION
CUSIP NO. 480815 10 9 SCHEDULE 13D

Exhibits

<TABLE>
<CAPTION>
Exhibit No. Desccription
----------- ------------
<S> <C>
99.1 Option to Purchase Common Stock by and between Michael
Jore and Matthew Jore, dated January 1, 1998

99.2 Option to Purchase Common Stock by and between Merle Jore
and Matthew Jore, dated January 1, 1998

99.3 Michael W. Jore Family Trust, dated January 1, 1998.

99.4 Matthew B. Jore Family Trust, dated January 1, 1998

99.5 Voting Trust Agreement by and among the Shareholders of
Jore Corporation and Matthew Jore, dated June 30, 1997
</TABLE>

<PAGE>

OPTION TO PURCHASE COMMON STOCK

THIS OPTION TO PURCHASE COMMON STOCK (this "Agreement") is made as of
this 1st day of January, 1998, by and between MICHAEL W. JORE ("Optionor"),
and MATTHEW B. JORE ("Optionee").

RECITAL

Optionor is the owner of certain Jore Corporation common stock, which
is described in EXHIBIT A (the "Stock"). Subject to the terms and conditions
contained in this Option, Optionor desires to give to Optionee and Optionee
desires to acquire from Optionor an option to purchase the Stock.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties hereinafter set forth, the parties hereby
agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions contained in
this Agreement, Optionor hereby grants to Optionee the option to purchase the
Stock (the "Option"). The term Stock as defined and used herein shall include
(i) the Stock described in EXHIBIT A, (ii) all additions to the number of
shares held whether through stock splits or stock dividends, or additional
shares purchased by Optionor.

2. OPTION PRICE. The exercise price for the Option is Two Hundred
Ten Dollars and no/100 ($210.00) per share (the "Option Price"), to be paid
in cash within thirty (30) days of Optionee's exercise under Section 4.

3. TERM OF OPTION. The term of the Option shall commence on the date
of this Agreement and shall terminate on the date which is ten years
hereafter (the "Option Period").

4. EXERCISE OF OPTION. Optionee may exercise the Option at any time
during the Option Period by delivering written notice to Optionor of such
exercise. In the event Optionee fails to exercise the Option during the
Option Period, the Option shall automatically terminate and be of no further
force or effect.

5. CLOSING; TERMS OF PURCHASE. Within thirty (30) days of the date
of exercise of the Option or at such other date as Optionor and Optionee may
agree (the "Closing Date"), the purchase and sale of the Stock shall close
(the "Closing").

5.1 PURCHASE PRICE. The purchase price for the Stock shall be
$210.00 per share (the "Purchase Price"). At Closing, Optionee shall pay the
Purchase Price in cash to Optionor.

5.2 DOCUMENTS TO BE DELIVERED BY OPTIONOR. At or prior to the
Closing, Optionor shall duly execute and deliver or cause to be delivered to
Escrow the original stock certificates representing the Stock listed in
Exhibit A along with duly executed stock assignments transferring the
ownership to Optionee.

- -------------------------------------------------------------------------------
STOCK OPTION AGREEMENT PAGE 1
MICHAEL W. JORE

<PAGE>

5.3 REPRESENTATIONS AND WARRANTIES OF OPTIONOR. Optionor
hereby represents and warrants to Optionee as of the date of this Agreement
and as of the Closing Date that:

(a) ORGANIZATION. Optionor has full right, title,
authority and capacity to execute and perform this Agreement and to
consummate all of the transactions contemplated hereunder, and the
individuals who on Optionor's behalf execute and deliver this Agreement and
all documents to be delivered by Optionor hereunder are and shall be duly
authorized so to do;

(b) CONTRACTS. There are no contracts or other
obligations outstanding for the sale, exchange or transfer of the Stock or
any portion thereof; and there are no contracts of employment, management,
maintenance, service, or supply outstanding which affect any portion of the
Stock or its operation;

(c) TITLE TO STOCK. Optionor will, on the Closing Date,
have good, marketable and insurable title to all of the Stock free and clear
of all mortgages, liens, pledges, encumbrances, charges, agreements, claims,
and restrictions;

(d) FUTURE AGREEMENTS. From and after the date of this
Agreement, Optionor shall not, without the prior written consent of Optionee,
(i) enter into any agreement, contract, commitment, lease or other transaction
which affects the Stock in any way, or (ii) sell, dispose of or encumber any
portion of the Stock;

(e) INFORMATION TRUE. All statements made by Optionor
herein are true and correct to the best of Optionor's knowledge, and the
information provided and to be provided by Optionor to Optionee hereunder
does not and will not contain any statement which, at the time and in the
light of the circumstances under which it is made, is false or misleading
with respect to any material fact, or omits to state any material fact (which
is known, or in the exercise of reasonable diligence by Optionor, should have
been known) necessary in order to make any statement contained therein not
false or misleading in any material respect;

(f) NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES
SPECIFICALLY SET OUT IN SECTION 6.3 HEREIN, Optionor EXPRESSLY DISCLAIMS ANY
AND ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE STOCK
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
AND Optionee EXPRESSLY ACKNOWLEDGES TAKING TITLE TO THE STOCK UNDER THIS
AGREEMENT AND AT CLOSING "AS IS;"

In the event, during the period between the date of this Agreement and the
Closing Date, Optionor has actual knowledge of, learns of, or has reason to
believe any of the above representations and warranties may cease to be true,
Optionor hereby covenants to immediately give written notice to Optionee of
the change of circumstances. Upon the occurrence of such a change in
circumstances, Optionee may, at its sole option, terminate this Agreement and
the Option Price plus accrued interest shall promptly be returned to Optionee.

5.4 REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee
hereby represents and warrants to Optionor as of the date of this Agreement
and as of the Closing Date that Optionee has

- -------------------------------------------------------------------------------
STOCK OPTION AGREEMENT PAGE 2
MICHAEL W. JORE

<PAGE>

full right, title, authority and capacity to execute and perform this
Agreement and to consummate all of the transactions contemplated hereunder,
and the individuals who on Optionee's behalf execute and deliver this
Agreement and all documents to be delivered by Optionor hereunder are and
shall be duly authorized so to do.

5.5 COVENANTS OF OPTIONOR. Optionor covenants and agrees with
Optionee that from and after the date hereof and until the Closing Date,
Optionor (i) shall maintain the Stock in the same manner as on the date of
this Agreement, (ii) shall not do or cause to be done anything that would
cause any representation or warranty of Optionor hereunder to be untrue, and
(iii) shall not enter into any debt transaction or other agreement resulting
in an encumbrance on the Stock.

5.6 CONDITIONS PRECEDENT TO OPTIONEE'S OBLIGATION TO CLOSE.
Optionee's obligation to consummate the transactions contemplated hereunder
is conditioned upon satisfaction (or written waiver by Optionee) of each of
the following conditions at or prior to Closing (or such earlier date as is
specified with respect to a particular condition):

(a) TITLE. Optionor shall clear title to all the shares
of Stock;

(b) DOCUMENTS. Optionor shall delivered to Optionee all
documents and instruments to be delivered to Optionee at Closing under the
terms of this Agreement;

(c) REPRESENTATIONS AND PERFORMANCE. The representations
and warranties made by Optionor hereunder shall be true and correct in all
material respects at and as of Closing, and Optionor shall have performed and
complied in all material respects with all agreements, covenants and
conditions contained in this Agreement required to be performed or complied
with by Optionor prior to or at Closing;

If all of the above conditions are not satisfied at or prior to Closing (or
such earlier date as is specified with respect to a particular condition)
Optionee may terminate this Agreement by written notice to Optionor, and the
Option Price plus accrued interest shall promptly be refunded to Optionee.

5.7 CONDITIONS PRECEDENT TO OPTIONOR'S OBLIGATION TO CLOSE.
Optionor's obligation to consummate the transactions contemplated hereunder
is subject to satisfaction (or written waiver by Optionor) of the following
conditions, at or prior to Closing (or such earlier date as is specified with
respect to a particular condition):

(a) REPRESENTATIONS AND PERFORMANCE. The representations
and warranties made by Optionee hereunder shall be true and correct in all
material respects at and as of Closing, and Optionee shall have performed and
complied in all material respects with all agreements, covenants and conditions
contained in this Agreement required to be performed or complied with by
Optionee prior to or at Closing;

(b) PAYMENT AND EXECUTION OF DOCUMENTS. Optionee shall
have delivered to Escrow the Purchase Price and shall have executed and
delivered to Optionor all documents required to be executed and delivered by
Optionee hereunder;

- -------------------------------------------------------------------------------
STOCK OPTION AGREEMENT PAGE 3
MICHAEL W. JORE

<PAGE>

5.8 OPTIONOR'S INDEMNITY. Optionor agrees to indemnify and
hold Optionee harmless from and against any and all liability, loss, damage
or expense (including reasonable attorneys' fees and costs), as a result of
any action, suit, proceeding, lien or claim affecting the Stock or any
portion thereof including any contracts and/or services related thereto, in
relation to which the facts which give rise to such actions, suits or
proceedings arose or occurred prior to the Closing Date. Without limiting the
generality of the foregoing, Optionor shall indemnify and hold Optionee
harmless from and against any and all claims, causes of action, liabilities,
damages, judgments, demands, fees, obligations, assessments, costs (including
reasonable attorneys' fees) and expenses of any kind or nature arising from
(i) the use of the Stock by Optionor, (ii) the status of the Stock prior to
the Closing Date.

5.9 OPTIONEE'S INDEMNITY. Optionee agrees to indemnify and
hold Optionor harmless from and against any and all liability, loss, damage
or expense (including reasonable attorneys' fees and costs), as a result of
any action, suit, proceeding, lien or claim affecting the Stock or any portion
thereof including any contracts and/or services related thereto, in relation
to which the facts which give rise to such actions, suits or proceedings
arose or occurred after the Closing Date. Without limiting the generality of
the foregoing, Optionee shall indemnify and hold Optionor harmless from and
against any and all claims, causes of action, liabilities, damages,
judgments, demands, fees, obligations, assessments, costs (including
reasonable attorneys' fees) and expenses of any kind or nature arising from
(i) the use of the Stock by Optionee, (ii) the status of the Stock caused by
Optionee after the Closing Date.

5.10 SURVIVAL. The provisions of this Agreement shall survive
Closing.

6. ATTORNEYS' FEES. If it shall be necessary for either Optionee or
Optionor to employ an attorney to enforce their rights pursuant to this
Agreement because of the default of the other party, the defaulting party
shall reimburse the non-defaulting party for reasonable attorneys' fees and
expenses.

7. NOTICES. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing and shall be given
by hand delivery, overnight courier, or certified mail, postage prepaid,
addressed to the parties at the addressed listed below. All notices so
delivered shall be effective upon receipt (or when receipt is refused).

IF TO Optionor:

Michael W. Jore
Jore Corporation
45O00 Highway 93 South
Ronan, MT 59864

IF TO Optionee:

Matthew B. Jore
Jore Corporation
45000 Highway 93 South
Ronan, MT 59864

- -------------------------------------------------------------------------------
STOCK OPTION AGREEMENT PAGE 4
MICHAEL W. JORE

<PAGE>

WITH A COPY TO:
David H. Bjornson
Bjornson Law Offices
210 North Higgins, Suite 234
Missoula, MT 59802

8. GOVERNING LAW; VENUE. The laws of the state of Montana shall
govern the validity, enforcement, and interpretation of this Agreement. Any
dispute or cause of action under this Agreement shall be resolved in a court
of competent subject matter jurisdiction in Missoula County District Court,
State of Montana.

9. INTEGRATION; MODIFICATION; WAIVER. This Agreement constitutes the
complete and final expression of the agreement of the parties relating to the
Stock, and supersedes all previous contracts, agreements and understandings
of the parties, either oral or written, relating to the Stock. This Agreement
cannot be modified, or any of the terms hereof waived, except by an instrument
in writing (referring specifically to this Agreement) executed by Optionor
and Optionee.

10. COUNTERPART EXECUTION. This Agreement may be executed in several
counterparts, each of which shall be fully effective as an original and all
of which together shall constitute one and the same instrument.

11. INVALID PROVISIONS. If any one or more of the provisions of
this Agreement, or the applicability of any such provision to a specific
situation, shall be held invalid or unenforceable, such provision shall be
modified to the minimum extent necessary to make it or its application valid
and enforceable, and the validity and enforceability of all other provisions of
this Agreement and all other applications of any such provision shall not be
affected thereby.

12. ASSIGNMENT; BINDING EFFECT. Optionee may assign its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit
of Optionor and Optionee, and their respective heirs, personal
representatives, successors and assigns.

13. WAIVERS. No waiver of any breach or default by any party of the
terms of this Agreement shall be considered to be a waiver of any other
breach or default.

14. EXHIBITS. The exhibits attached hereto are incorporated herein by
this reference as if fully set forth herein.

- -------------------------------------------------------------------------------
STOCK OPTION AGREEMENT PAGE 5
MICHAEL W. JORE

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

OPTIONOR:

/s/ Michael W. Jore
-----------------------------
Michael W. Jore

OPTIONEE:

/s/ Matthew B. Jore
-----------------------------
Matthew B. Jore

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STOCK OPTION AGREEMENT PAGE 6
MICHAEL W. JORE

<PAGE>

OPTION TO PURCHASE COMMON STOCK

THIS OPTION TO PURCHASE COMMON STOCK (this "Agreement" is made as of this
1st day of January, 1998, by and between MERLE JORE ("Optionor"), and MATTHEW B.
JORE ("Optionee").

RECITAL

Optionor is the owner of certain Jore Corporation common stock, which is
described in EXHIBIT A (the "Stock"). Subject to the terms and conditions
contained in this Option, Optionor desires to give to Optionee and Optionee
desires to acquire from Optionor an option to purchase the Stock.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:

1. GRANT OF OPTION. Subject to the terms and conditions contained in
this Agreement, Optionor hereby grants to Optionee the option to purchase the
Stock (the "Option"). The term Stock as defined and used herein shall include
(i) the Stock described in EXHIBIT A, (ii) all additions to the number of shares
held whether through stock splits or stock dividends, or additional shares
purchased by Optionor.

2. OPTION PRICE. The exercise price for the Option is Two Hundred Ten
Dollars and no/100 ($210.00) per share (the "Option Price"), to be paid in
cash within thirty (30) days of Optionee's exercise under Section 4.

3. TERM OF OPTION. The term of the Option shall commence on the date
of this Agreement and shall terminate on the date which is ten years hereafter
(the "Option Period").

4. EXERCISE OF OPTION. Optionee may exercise the Option at any time
during the Option Period by delivering written notice to Optionor of such
exercise. In the event Optionee fails to exercise the Option during the Option
Period, the Option shall automatically terminate and be of no further force or
effect.

5. CLOSING; TERMS OF PURCHASE. Within thirty (30) days of the date of
exercise of the Option or at such other date as Optionor and Optionee may agree
(the "Closing Date"), the purchase and sale of the Stock shall close (the
"Closing").

5.1 PURCHASE PRICE. The purchase price for the Stock shall be
$210.00 per share (the "Purchase Price"). At Closing, Optionee shall pay the
Purchase Price in cash to Optionor.

5.2 DOCUMENTS TO BE DELIVERED BY OPTIONOR. At or prior to the
Closing, Optionor shall duly execute and deliver or cause to be delivered to
Escrow the original stock certificates representing the Stock listed in Exhibit
A along with duly executed stock assignments transferring the ownership to
Optionee.

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STOCK OPTION AGREEMENT PAGE 1
MERLE JORE

<PAGE>

5.3 REPRESENTATIONS AND WARRANTIES OF OPTIONOR. Optionor hereby
represents and warrants to Optionee as of the date of this Agreement and as of
the Closing Date that:

(a) ORGANIZATION. Optionor has full right, title, authority
and capacity to execute and perform this Agreement and to consummate all of
the transactions contemplated hereunder, and the individuals who on Optionor's
behalf execute and deliver this Agreement and all documents to be delivered by
Optionor hereunder are and shall be duly authorized so to do;

(b) CONTRACTS. There are no contracts or other obligations
outstanding for the sale, exchange or transfer of the Stock or any portion
thereof; and there are no contracts of employment, management, maintenance,
service, or supply outstanding which affect any portion of the Stock or its
operation;

(c) TITLE TO STOCK. Optionor will, on the Closing Date,
have good, marketable and insurable title to all of the Stock free and clear of
all mortgages, liens, pledges, encumbrances, charges, agreements, claims, and
restrictions;

(e) INFORMATION TRUE. All statements made by Optionor
herein are true and correct to the best of Optionor's knowledge, and the
information provided and to be provided by Optionor to Optionee hereunder does
not and will not contain any statement which, at the time and in the light of
the circumstances under which it is made, is false or misleading with respect to
any material fact, or omits to state any material fact (which is known, or in
the exercise of reasonable diligence by Optionor, should have been known)
necessary in order to make any statement contained therein not false or
misleading in any material respect;

(f) NO OTHER WARRANTIES. EXCEPT FOR THE WARRANTIES
SPECIFICALLY SET OUT IN SECTION 6.3 HEREIN, Optionor EXPRESSLY DISCLAIMS ANY AND
ALL OTHER WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE STOCK INCLUDING
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND Optionee
EXPRESSLY ACKNOWLEDGES TAKING TITLE TO THE STOCK UNDER THIS AGREEMENT AND AT
CLOSING "AS IS;"

In the event, during the period between the date of this Agreement and the
Closing Date, Optionor has actual knowledge of, learns of, or has reason to
believe any of the above representations and warranties may cease to be true,
Optionor hereby covenants to immediately give written notice to Optionee of the
change of circumstances. Upon the occurrence of such a change in circumstances,
Optionee may, at its sole option, terminate this Agreement and the Option Price
plus accrued interest shall promptly be returned to Optionee.

5.4 REPRESENTATIONS AND WARRANTIES OF OPTIONEE. Optionee hereby
represents and warrants to Optionor as of the date of this Agreement and as of
the Closing Date that Optionee has

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STOCK OPTION AGREEMENT PAGE 2
MERLE JORE

<PAGE>

full right, title, authority and capacity to execute and perform this Agreement
and to consummate all of the transactions contemplated hereunder, and the
individuals who on Optionee's behalf execute and deliver this Agreement and all
documents to be delivered by Optionor hereunder are and shall be duly authorized
so to do.

5.5 COVENANTS OF OPTIONOR. Optionor covenants and agrees with
Optionee that from and after the date hereof and until the Closing Date,
Optionor (i) shall maintain the Stock in the same manner as on the date of this
Agreement, (ii) shall not do or cause to be done anything that would cause any
representation or warranty of Optionor hereunder to be untrue, and (iii) shall
not enter into any debt transaction or other agreement resulting in an
encumbrance on the Stock.

5.6 CONDITIONS PRECEDENT TO OPTIONEE'S OBLIGATION TO CLOSE.
Optionee's obligation to consummate the transactions contemplated hereunder is
conditioned upon satisfaction (or written waiver by Optionee) of each of the
following conditions at or prior to Closing (or such earlier date as is
specified with respect to a particular condition):

(a) TITLE. Optionor shall clear title to all the shares of
Stock;

(b) DOCUMENTS. Optionor shall delivered to Optionee all
documents and instruments to be delivered to Optionee at Closing under the terms
of this Agreement;

(c) REPRESENTATIONS AND PERFORMANCE. The representations
and warranties made by Optionor hereunder shall be true and correct in all
material respects at and as of Closing, and Optionor shall have performed and
complied in all material respects with all agreements, covenants and conditions
contained in this Agreement required to be performed or complied with by
Optionor prior to or at Closing;

If all of the above conditions are not satisfied at or prior to Closing (or such
earlier date as is specified with respect to a particular condition) Optionee
may terminate this Agreement by written notice to Optionor, and the Option Price
plus accrued interest shall promptly be refunded to Optionee.

5.7 CONDITIONS PRECEDENT TO OPTIONOR'S OBLIGATION TO CLOSE.
Optionor's obligation to consummate the transactions contemplated hereunder is
subject to satisfaction (or written waiver by Optionor) of the following
conditions, at or prior to Closing (or such earlier date as is specified with
respect to a particular condition):

(b) PAYMENT AND EXECUTION OF DOCUMENTS. Optionee shall have
delivered to Escrow the Purchase Price and shall have executed and delivered to
Optionor all documents required to be executed and delivered by Optionee
hereunder;

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STOCK OPTION AGREEMENT PAGE 3
MERLE JORE

<PAGE>

5.8 OPTIONOR'S INDEMNITY. Optionor agrees to indemnify and hold
Optionee harmless from and against any and all liability, loss, damage or
expense (including reasonable attorneys, fees and costs), as a result of any
action, suit, proceeding, lien or claim affecting the Stock or any portion
thereof including any contracts and/or services related thereto, in relation
to which the facts which give rise to such actions, suits or proceedings arose
or occurred prior to the Closing Date. Without limiting the generality of the
foregoing, Optionor shall indemnify and hold Optionee harmless from and against
any and all claims, causes of action, liabilities, damages, judgments, demands,
fees, obligations, assessments, costs (including reasonable attorneys, fees) and
expenses of any kind or nature arising from (i) the use of the Stock by
Optionor, (ii) the status of the Stock prior to the Closing Date.

5.9 OPTIONEE'S INDEMNITY. Optionee agrees to indemnify and
hold Optionor harmless from and against any and all liability, loss, damage
or expense (including reasonable attorneys, fees and costs), as a result of
any action, suit, proceeding, lien or claim affecting the Stock or any
portion thereof including any contracts and/or services related thereto, in
relation to which the facts which give rise to such actions, suits or
proceedings arose or occurred after the Closing Date. Without limiting the
generality of the foregoing, Optionee shall indemnify and hold Optionor
harmless from and against any and all claims, causes of action, liabilities,
damages, judgments, demands, fees, obligations, assessments, costs (including
reasonable attorneys' fees) and expenses of any kind or nature arising from
(i) the use of the Stock by Optionee, (ii) the status of the Stock caused by
Optionee after the Closing Date.

5.10 SURVIVAL. The provisions of this Agreement shall survive
Closing.

6. ATTORNEYS' FEES. If it shall be necessary for either Optionee or
Optionor to employ an attorney to enforce their rights pursuant to this
Agreement because of the default of the other party, the defaulting party shall
reimburse the non-defaulting party for reasonable attorneys' fees and expenses.

7. NOTICES. All notices, demands, requests and other communications
required or permitted hereunder shall be in writing and shall be given by hand
delivery, overnight courier, or certified mail, postage prepaid, addressed to
the parties at the addressed listed below. All notices so delivered shall be
effective upon receipt (or when receipt is refused).

IF TO Optionor:

Merle Jore
Jore Corporation
45000 Highway 93 South
Ronan, MT 59864

IF TO Optionee:

Matthew B. Jore
Jore Corporation
45000 Highway 93 South
Ronan, MT 59864

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STOCK OPTION AGREEMENT PAGE 4
MERLE JORE

<PAGE>

WITH A COPY TO:
David H. Bjornson
Bjornson Law Offices
210 North Higgins, Suite 234
Missoula, MT 59802

8. GOVERNING LAW; VENUE. The laws of the state of Montana shall govern
the validity, enforcement, and interpretation of this Agreement. Any dispute or
cause of action under this Agreement shall be resolved in a court of competent
subject matter jurisdiction in Missoula County District Court, State of Montana.

9. INTEGRATION; MODIFICATION. WAIVER. This Agreement constitutes the
complete and final expression of the agreement of the parties relating to the
Stock, and supersedes all previous contracts, agreements and understandings of
the parties, either oral or written, relating to the Stock. This Agreement
cannot be modified, or any of the terms hereof waived, except by an instrument
in writing (referring specifically to this Agreement) executed by Optionor and
Optionee.

10. COUNTERPART EXECUTION. This Agreement may be executed in several
counterparts, each of which shall be fully effective as an original and all of
which together shall constitute one and the same instrument.

11. INVALID PROVISIONS. If any one or more of the provisions of this
Agreement, or the applicability of any such provision to a specific situation,
shall be held invalid or unenforceable, such provision shall be modified to the
minimum extent necessary to make it or its application valid and enforceable,
and the validity and enforceability of all other provisions of this Agreement
and all other applications of any such provision shall not be affected thereby.

12. ASSIGNMENT; BINDING EFFECT. Optionee may assign its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
Optionor and Optionee, and their respective heirs, personal representatives,
successors and assigns.

13. WAIVERS. No waiver of any breach or default by any party of the
terms of this Agreement shall be considered to be a waiver of any other breach
or default.

14. EXHIBITS. The exhibits attached hereto are incorporated herein by
this reference as if fully set forth herein.

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STOCK OPTION AGREEMENT PAGE 5
MERLE JORE

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first above written.

OPTIONOR:

/s/ Merle Jore
----------------------------
Merle Jore

OPTIONEE:

/s/ Matthew B. Jore
----------------------------
Matthew B. Jore

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STOCK OPTION AGREEMENT PAGE 6
MERLE JORE

<PAGE>

MICHAEL W. JORE FAMILY TRUST

THIS IS AN AGREEMENT made this 1st day of January, 1998, between
Michael W. Jore ("Trustor") and Matthew B. Jore ("Trustee").

1. TRANSFER OF PROPERTY:
Trustor desires to establish an irrevocable trust for the benefit of
Marci F. Jore, Dacia M. Jore and Tiffany E. Jore (hereinafter "Beneficiaries")
and accordingly hereby transfers to the Trustee the assets described on Schedule
A attached hereto, the receipt of which is hereby acknowledged by the Trustee.
Trustor, or any other person, may transfer additional property acceptable to the
Trustee to be held, administered and distributed as hereinafter provided. This
trust shall be known as the "Michael W. Jore Family Trust."

2. SEPARATE SHARES:
The Trustee shall divide the trust property, without the necessity of
physically segregating assets, into equal and separate shares, one for and
bearing the name of each of: Marci F. Jore, Dacia M. Jore and Tiffany E. Jore.

3. WITHDRAWAL RIGHTS OF SELECT BENEFICIARIES:
Whenever assets are transferred to the trust and the Trustee has
received notice from the donor that specified amounts thereof may be withdrawn
by a beneficiary of the trust, such beneficiary shall have the absolute right,
at all times during the thirty (30) day period commencing on the date of such
addition, to withdraw from the principal of the trust whatever amount has been
specified by the donor to be withdrawable. The withdrawable amount shall be
valued in the same manner as it would be for the donor's federal gift tax
purposes. Each withdrawal right shall be noncumulative and if not exercised
within the thirty (30) day period, it shall lapse. Each such withdrawal right
shall be exercisable by a written instrument executed by the beneficiary or his
guardian (acting solely in the beneficiary's interest) and delivered to the
Trustee prior to the expiration of the thirty (30) day period. The Trustee
shall, at all times that any withdrawal right is outstanding, retain sufficient
liquid funds and/or transferable assets in the trust to satisfy all such
withdrawal rights which are then outstanding. Each beneficiary designated as
having a withdrawal right shall be kept reasonably informed by the Trustee of
all withdrawable additions that are made to the trust.

4. DISTRIBUTION:

4.1 INCOME AND PRINCIPAL: The Trustee shall distribute to or use
for the benefit of each child so much or all of the net income of the child's
share of the trust as the Trustee determines necessary or advisable. Any annual
net income not distributed to or for the benefit of a child shall be accumulated
in such child's share and added to principal. The Trustee shall distribute to a
child one-third (1/3) of the remaining principal of the child's share when the
child attains age twenty-five (25) years and the balance of the principal of the
child's

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MICHAEL W. JORE FAMILY TRUST PAGE 1

<PAGE>

share when the child attains thirty (30) years. The Trustee may advance the
distribution of any portion or all of the principal of any child's share, as the
Trustee determines necessary or advisable, for the child's health, support,
maintenance and education.

4.2 DEATH OF A CHILD PRIOR TO COMPLETE DISTRIBUTION: The Trustee
shall add the share of a child who dies prior to the complete distribution of
the child's share without descendants then living equally to the other shares of
the trust determined above (whether distributed or undistributed) and shall
hold, administer and distribute it accordingly. The Trustee shall distribute the
share of a child who dies prior to the complete distribution of the child's
share with descendants then living to such descendants by right of
representation; provided, however, if any such descendant be under the age of
twenty-five (25) years, the Trustee shall hold his or her share in trust until
the descendant attains age twenty-five (25) years, at which time the remainder
of the share shall be distributed to the descendant, free of trust. During the
period of time that the share is held in trust for a descendant, the Trustee
shall use so much of the net income and principal of such share as is necessary
for the health, support, maintenance and education of such descendant. If the
descendant dies before attaining age twenty-five (25) years, the Trustee shall
distribute the remainder of the descendant's share to the descendant's surviving
descendants by right of representation, and if none, then to the descendant's
surviving brothers and sisters in equal shares, and if none, to Trustor's then
living descendants by right of representation.

4.3 S CORPORATION: Notwithstanding the foregoing provisions of
this Agreement, if at any time any shares of stock in an electing small
business corporation for federal income tax purposes (hereinafter "S
corporation") would otherwise be held in the Michael W. Jore Family Trust or in
a trust or share of a trust for a child or descendant of mine, or for my
children as a group, and any such trust would not qualify as a Qualified
Subchapter S Trust, then so long as such corporation continues to be an S
corporation, such shares of stock shall be held in a separate trust as
hereinafter provided.

(a) If such shares of stock would otherwise be held in the
Michael W. Jore Family Trust, such separate trust (hereinafter "Trust S") shall
be held, administered and distributed for the sole benefit of my children as a
group, the Trustee shall divide such separate trust into equal shares, one share
for each of my children who is then living and one share for each of my
children who is then deceased with descendants then living, such descendants to
take by right of representation (each such child or descendant hereinafter
referred to for purposes of this subsection as "the beneficiary"). From and
after such division, each beneficiary's share of the trust shall be known as the
beneficiary's "Trust S."

(b) All of the income of the beneficiary's Trust S shall be
distributed to the beneficiary, at least annually. The principal of the
beneficiary's Trust S shall be distributed in the same manner as the principal
of the other trust or share established for

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MICHAEL W. JORE FAMILY TRUST PAGE 2

<PAGE>

such beneficiary's benefit hereunder (hereinafter "such beneficiary's primary
trust"). The beneficiary's Trust S shall terminate at the same time as such
beneficiary's primary trust. If a beneficiary dies prior to termination of his
or her Trust S, his or her Trust S property shall be distributed (subject to the
provisions of this subsection) to the same persons who would receive the
property of such beneficiary's primary trust upon the death of such beneficiary
prior to termination of such beneficiary's primary trust.

(c) It is my intention that no Trust S created hereunder be
administered in such a manner as to cause the termination of the S corporation
status of any corporation whose stock is held in such Trust S. Accordingly, to
the extent the terms of this Agreement are inconsistent with any trust created
hereunder qualifying as a Qualified Subchapter S Trust for federal income tax
purposes, it is my intent that the terms of the Trust S be construed and
administered in a manner that is consistent with qualifying the Trust S as a
Qualified Subchapter S Trust during any period that the Trust S holds S
corporation stock, and any provision incapable of being so construed or applied
shall be disregarded. The Trustee shall make all appropriate elections to
maintain the S corporation status and shall advise the beneficiary of the Trust
S or his or her legal representative of the need for such beneficiary to make
the election to treat the Trust S as a Qualified Subchapter S Trust for federal
income tax purposes.

5. SUCCESSOR TRUSTEE:
If Matthew B. Jore should become unable or unwilling to serve as the
Trustee of any trust herein established, Merle B. Jore shall serve as Successor
Trustee without court proceedings. If at any time there would otherwise be a
vacancy in the position of Trustee, such individual or corporate Trustee as the
last serving Trustee shall designate in writing shall serve as Successor Trustee
without court proceedings; provided, however, in no event shall Trustor be
designated to serve as Trustee.

5.1 REMOVAL OF CORPORATE TRUSTEE: If at any time a corporate
Trustee is serving, such Trustee may be removed without court proceedings by
delivery to it of a written notice of removal signed by a majority of the
beneficiaries who are then entitled to receive or have the benefit of the income
of the trust. Upon the removal or the resignation of a corporate Trustee, the
majority of the beneficiaries who are then entitled to receive or have the
benefit of the income a of the trust shall select a successor corporate Trustee
to serve as Trustee without court proceedings. For purposes of this subsection,
the Guardian of a beneficiary under a disability may act on behalf of such
beneficiary.

5.2 ACCOUNTING OF PRIOR TRUSTEE: A Co-Trustee or Successor Trustee
may accept a predecessor's accounting without independent review or audit upon
the assumption of duties and shall not be liable for any loss sustained during
or attributable to the period in which a predecessor served as Trustee.

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MICHAEL W. JORE FAMILY TRUST PAGE 3

<PAGE>

6. ADMINISTRATIVE PROVISIONS:
In the Trustee's administration of the trust created hereunder, the
following provisions shall apply:

6.1 TRUSTEE'S POWERS: In addition to and not in limitation of the
powers set forth in this instrument, the Trustee shall have all rights, powers
and duties given by law, including those set forth in the Montana Trust Code,
which Code is incorporated herein by this reference. In addition, the Trustee
shall have full power and authority:

(a) To retain, so long as the Trustee determines advisable,
without any liability for so doing, any property, real, personal or mixed, of
whatever kind and wheresoever situated which is received by the Trustee
hereunder from any sources (other than through investment or reinvestment by the
Trustee), regardless of whether the property so retained be of a kind and
quality which the Trustee would ordinarily purchase for trust accounts and
regardless of whether such property so retained should constitute a larger
portion of the trust estate than the Trustee would ordinarily deem advisable;

(b) To determine what is principal or income and what charges
are allocable to either, which authority shall specifically include the right to
make any adjustments between principal and income for premiums, discounts,
depreciation or depletion; in making such determination the Trustee may, but
shall not be required to, apply the Montana Revised Uniform Principal and Income
Act;

(c) To employ agents, depositories, and attorneys in and
about the execution of this trust without liability for their omissions or
neglect, but using reasonable care in their selection and to rely with
acquittance on advice of such attorneys;

(d) To invest and reinvest the trust assets as the Trustee
shall determine to be prudent under circumstances then prevailing but without
being limited in the character of investments by any statutory or other
governmental limitation on the investment of trust funds;

(e) To hold any property, real, personal, or mixed in the
Trustee's name or in the name of a nominee or such other form as the Trustee
determines best without disclosing the trust relationship; and

(f) To borrow upon such terms and conditions as the Trustee,
acting solely in a fiduciary capacity, shall determine appropriate for
investment purposes if the Trustee in the Trustee's sole discretion shall deem
it prudent and advisable to do so.

6.2 UNIFORM TRUSTEES' ACCOUNTING ACT: To the extent permitted
by law, the Trustee of any trust herein established shall be relieved from
the provisions of MCA 72-34-126, any successor statute of similar import,
and/or any amendments thereto. The

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MICHAEL W. JORE FAMILY TRUST PAGE 4

<PAGE>

Trustee's books and records shall be available for reasonable examination by the
beneficiaries of any trust, however, during all business hours, and the Trustee
shall render statements of account, at least annually, to the beneficiaries then
currently entitled to receive income distributions from the trust.

6.3 ACCRUED INCOME: Income accrued or unpaid on trust property
when received into the trust estate shall be treated as any other income.
Income accrued or held undistributed by the Trustee at the termination of any
interest or estate under the trust shall go to the beneficiaries entitled to
the next eventual interest in the proportion in which they take such interest.

6.4 RESTRAINT ON ALIENATION: No right, title, interest or equity
in any of the trust estate or the income or increase thereof shall vest in any
beneficiary until actual payment to him by the Trustee, and no part thereof,
either principal, interest, or increase shall be liable for the debts, present
or future, of any beneficiary or shall be subject to the right on the part of
any creditor of any beneficiary to seize or reach the same under any writ or by
any proceeding at law or in equity. No beneficiary shall have any power to give,
grant, sell, convey, mortgage, pledge, or otherwise dispose of, encumber or
anticipate the principal, income or increase of said trust estate, or any
portion thereof, or any installment thereof.

6.5 PAYMENTS TO MINORS: The Trustee may make payments for the
benefit of the beneficiary directly to the beneficiary or to the guardian of the
beneficiary's person, or to any other person deemed suitable by the Trustee, or
by direct payment of expenses incurred for the beneficiary's benefit.

6.6 CONSIDERATION OF OTHER RESOURCES: The Trustee, in exercising
the discretion granted in making payments hereunder, shall take into
consideration the reasonable use of all resources which may then be known by
the Trustee to be available to or for the use of the beneficiary, including the
ability of a beneficiary's parents or guardian to provide for such beneficiary's
support and maintenance. The Trustee, in the Trustee's sole discretion, may
request and rely upon a signed statement from the beneficiary or his parent or
guardian, satisfactory to the Trustee, as to such resources, and may, in the
Trustee's sole discretion, suspend benefits hereunder for the beneficiary during
any period in which a requested statement is not furnished. Notwithstanding the
foregoing, however, no distributions shall be made to or for the benefit of a
beneficiary if the distribution would satisfy the Trustee's obligation to
support the beneficiary.

6.7 CONSOLIDATION OF TRUSTS: If the Trustee is at any time
holding property in trust for the benefit of any beneficiary named hereunder
under terms substantially similar to the terms of any trust created herein,
whether such other trust has been created by Trustor or by any other person,
the Trustee is authorized, in the Trustee's discretion, to consolidate this
trust and such other trust and to hold and administer them as a single trust.

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MICHAEL W. JORE FAMILY TRUST PAGE 5

<PAGE>

6.8 DISTRIBUTION OF ASSETS: Upon the termination of any trust,
share in trust, or any interest in any trust created herein, the Trustee may
distribute assets in kind, including undivided interests therein, and may do so
without regard to the income tax basis of specific property allocated to any
beneficiary. The Trustee shall not be required to distribute assets of the trust
estate, or interests therein, pro rata to the beneficiaries receiving such
distributions, but may, in the exercise of the Trustee's discretion, make
non-pro rata distributions, so long as the distributees receive assets of a
value equal to the value of their respective interest in the trust as of the
time of distribution.

6.9 DIVISION INTO SHARES: Wherever it is provided in this trust
that a trust estate shall be divided into separate shares, each such share shall
be considered a separate trust. The Trustee shall not be required to make
physical segregation of the assets to effectuate such division.

6.10 SIGNIFICANT NON-ROUTINE TRANSACTIONS: The Trustee of any
trust herein established is hereby relieved from the duty to obtain an
independent appraisal and from the duty to sell in an open market
transaction, as might otherwise be required by law.

6.11 DEFINITION OF "EDUCATION": The term "education" as used
herein shall be given a broad interpretation, and may include, but is not
limited to:

(a) education at public or private elementary or high schools
(including boarding schools);

(b) undergraduate and graduate study in any and all fields
whatsoever, whether of a professional character or otherwise, at public and
private universities, colleges or other institutions of higher learning;

(c) training at a trade, industrial, or vocational school, or
other training designed to teach the beneficiary an employable skill;

(d) specialized formal or informal training in music, the
stage, the handicrafts, the arts or sports, whether by private instruction or
otherwise; and

(e) any other activity, including foreign or domestic travel,
which tends to develop fully the talents and potential of each beneficiary,
regardless of age.

The activities described in this subsection may be carried on
either in the United States or elsewhere.

7. IRREVOCABILITY:

The trust created hereunder shall be irrevocable, and Trustor expressly
acknowledges that he/she shall have no right or power to alter, amend, revoke or
terminate the

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MICHAEL W. JORE FAMILY TRUST PAGE 6

<PAGE>

trust, or any of its terms, or to designate the persons who shall possess or
enjoy the trust property or the income therefrom. Trustor intends to and does
hereby relinquish absolutely and forever all possession or enjoyment of, or
right to the income from the entrusted property.

8. MISCELLANEOUS:

Unless some other meaning and intent is apparent from the context, the
plural shall include the singular and vice versa. Masculine, feminine, and
neuter words shall be used interchangeably.

EXECUTED by Trustor and the Trustee as of the day and year first above
written.

/s/ Michael W. Jore
----------------------------------
MICHAEL W. JORE, TRUSTOR

/s/ Matthew B. Jore
----------------------------------
MATTHEW B. JORE, TRUSTEE

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MICHAEL W. JORE FAMILY TRUST PAGE 7

<PAGE>

SCHEDULE A

MICHAEL W. JORE FAMILY TRUST

<PAGE>

MATTHEW B. JORE FAMILY TRUST

THIS IS AN AGREEMENT made this 1st day of January, 1998, between
Matthew B. Jore ("Trustor") and Michael W. Jore ("Trustee").

1. TRANSFER OF PROPERTY:

Trustor desires to establish an irrevocable trust for the benefit of
Macy K. Jore, Lincoln M. Jore, Jackson R. Jore and Dallas M. Jore
(hereinafter "Beneficiaries") and accordingly hereby transfers to the Trustee
the assets described on Schedule A attached hereto, the receipt of which is
hereby acknowledged by the Trustee. Trustor, or any other person, may
transfer additional property acceptable to the Trustee to be held,
administered and distributed as hereinafter provided. This trust shall be
known as the "Matthew B. Jore Family Trust."

2. SEPARATE SHARES:

The Trustee shall divide the trust property, without the necessity of
physically segregating assets, into equal and separate shares, one for and
bearing the name of each of: Macy K. Jore, Lincoln M. Jore, Jackson R. Jore, and
Dallas M. Jore.

3. WITHDRAWAL RIGHTS OF SELECT BENEFICIARIES:

Whenever assets are transferred to the trust and the Trustee has
received notice from the donor that specified amounts thereof may be withdrawn
by a beneficiary of the trust, such beneficiary shall have the absolute right,
at all times during the thirty (30) day period commencing on the date of such
addition, to withdraw from the principal of the trust whatever amount has been
specified by the donor to be withdrawable. The withdrawable amount shall be
valued in the same manner as it would be for the donor's federal gift tax
purposes. Each withdrawal right shall be noncumulative and if not exercised
within the thirty (30) day period, it shall lapse. Each such withdrawal right
shall be exercisable by a written instrument executed by the beneficiary or his
guardian (acting solely in the beneficiary's interest) and delivered to the
Trustee prior to the expiration of the thirty (30) day period. The Trustee
shall, at all times that any withdrawal right is outstanding, retain sufficient
liquid funds and/or transferable assets in the trust to satisfy all such
withdrawal rights which are then outstanding. Each beneficiary designated as
having a withdrawal right shall be kept reasonably informed by the Trustee of
all withdrawable additions that are made to the trust.

4. DISTRIBUTION:

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

1-
<PAGE>

when the child attains age twenty-five (25) years and the balance of the
principal of the child's share when the child attains thirty (30) years. The
Trustee may advance the distribution of any portion or all of the principal of
any child's share, as the Trustee determines necessary or advisable, for the
child's health, support, maintenance and education.

4.3 S CORPORATION: Notwithstanding the foregoing provisions of
this Agreement, if at any time any shares of stock in an electing small business
corporation for federal income tax purposes (hereinafter "S corporation") would
otherwise be held in the Matthew B. Jore Family Trust or in a trust or share of
a trust for a child or descendant of mine, or for my children as a group, and
any such trust would not qualify as a Qualified Subchapter S Trust, then so long
as such corporation continues to be an S corporation, such shares of stock shall
be held in a separate trust as hereinafter provided.

(a) If such shares of stock would otherwise be held in the
Matthew B. Jore Family Trust, such separate trust (hereinafter "Trust S") shall
be held, administered and distributed for the sole benefit of my children as a
group, the Trustee shall divide such separate trust into equal shares, one share
for each of my children who is then living and one share for each of my children
who is then deceased with descendants then living, such descendants to take by
right of representation (each such child or descendant hereinafter referred to
for purposes of this subsection as "the beneficiary"). From and after such
division, each beneficiary's share of the trust shall be known as the
beneficiary's "Trust S."

(b) All of the income of the beneficiary's Trust S shall be
distributed to the beneficiary, at least annually. The principal of the
beneficiary's Trust S shall

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

2-
<PAGE>

be distributed in the same manner as the principal of the other trust or share
established for such beneficiary's benefit hereunder (hereinafter "such
beneficiary's primary trust"). The beneficiary's Trust S shall terminate at the
same time as such beneficiary's primary trust. If a beneficiary dies prior to
termination of his or her Trust S, his or her Trust S property shall be
distributed (subject to the provisions of this subsection) to the same persons
who would receive the property of such beneficiary's primary trust upon the
death of such beneficiary prior to termination of such beneficiary's primary
trust.

5. SUCCESSOR TRUSTEE:
If Michael W. Jore should become unable or unwilling to serve as the
Trustee of any trust herein established, Merle B. Jore shall serve as Successor
Trustee without court proceedings. If at any time there would otherwise be a
vacancy in the position of Trustee, such individual or corporate Trustee as the
last serving Trustee shall designate in writing shall serve as Successor Trustee
without court proceedings; provided, however, in no event shall Trustor be
designated to serve as Trustee

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

3-
<PAGE>

6. ADMINISTRATIVE PROVISIONS:

In the Trustee's administration of the trust created hereunder, the
following provisions shall apply:

(b) To determine what is principal or income and what
charges are allocable to either, which authority shall specifically include the
right to make any adjustments between principal and income for premiums,
discounts, depreciation or depletion; in making such determination the Trustee
may, but shall not be required to, apply the Montana Revised Uniform Principal
and Income Act;

(e) To hold any property, real, personal, or mixed in the
Trustee's name or in the name of a nominee or such other form as the Trustee
determines best without disclosing the trust relationship; and

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

4-
<PAGE>

6.3 ACCRUED INCOME: Income accrued or unpaid on trust property
when received into the trust estate shall be treated as any other income. Income
accrued or held undistributed by the Trustee at the termination of any interest
or estate under the trust shall go to the beneficiaries entitled to the next
eventual interest in the proportion in which they take such interest.

6.7 CONSOLIDATION OF TRUSTS: If the Trustee is at any time
holding property in trust for the benefit of any beneficiary named hereunder
under terms substantially similar to the terms of any trust created herein,
whether such other trust has been created by Trustor or by any other person, the
Trustee is authorized, in the Trustee's discretion, to consolidate this trust
and such other trust and to hold and administer them as a single trust.

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

<PAGE>

6.8 DISTRIBUTION OF ASSETS: Upon the termination of any trust,
share in trust, or any interest in any trust created herein, the Trustee may
distribute assets in kind, including undivided interests therein, and may do
so without regard to the income tax basis of specific property allocated to
any beneficiary. The Trustee shall not be required to distribute assets of
the trust estate, or interests therein, pro rata to the beneficiaries
receiving such distributions, but may, in the exercise of the Trustee's
discretion, make non-pro rata distributions, so long as the distributees
receive assets of a value equal to the value of their respective interest in
the trust as of the time of distribution.

6.10 SIGNIFICANT NON-ROUTINE TRANSACTIONS: The Trustee of any
trust herein established is hereby relieved from the duty to obtain an
independent appraisal and from the duty to sell in an open market transaction,
as might otherwise be required by law.

6.11 DEFINITION OF "EDUCATION": The term "education" as used
herein shall be given a broad interpretation, and may include, but is not
limited to:

(a) education at public or private elementary or high schools
(including boarding schools);

(c) training at a trade, industrial, or vocational school, or
other training designed to teach the beneficiary an employable skill;

(d) specialized formal or informal training in music, the
stage, the handicrafts, the arts or sports, whether by private instruction or
otherwise; and

(e) any other activity, including foreign or domestic travel,
which tends to develop fully the talents and potential of each beneficiary,
regardless of age.

The activities described in this subsection may be carried on either in
the United States or elsewhere.

7. IRREVOCABILITY:

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

6-
<PAGE>

The trust created hereunder shall be irrevocable, and Trustor expressly
acknowledges that he/she shall have no right or power to alter, amend, revoke or
terminate the trust, or any of its terms, or to designate the persons who shall
possess or enjoy the trust property or the income therefrom. Trustor intends to
and does hereby relinquish absolutely and forever all possession or enjoyment
of, or right to the income from the entrusted property.

8. MISCELLANEOUS:

Unless some other meaning and intent is apparent from the context, the
plural shall include the singular and vice versa. Masculine, feminine, and
neuter words shall be used interchangeably.

EXECUTED by Trustor and the Trustee as of the day and year first
above written.

/s/ Matthew B. Jore
----------------------------------
MATTHEW B. JORE, TRUSTOR

/s/ Michael W. Jore
----------------------------------
MICHAEL W. JORE, TRUSTEE

- --------------------------------------------------------------------------------
MATTHEW B. JORE FAMILY TRUST

7-
<PAGE>

SCHEDULE A

MATTHEW B. JORE FAMILY TRUST

<PAGE>

VOTING TRUST AGREEMENT

This Voting Trust Agreement ("Agreement") is by and between Rick Jore, Roger
Jore, Roxanne L. Cote and Maxine E. Schneider, all being shareholders
("Shareholders") of Jore Corporation, a Montana corporation ("Corporation"),
and any other persons who may become shareholders of the Corporation
subsequent to the date hereof and who elect to join herein, and Matthew B.
Jore in his capacity as trustee hereunder (the "Trustee").

RECITALS

A. Each Shareholder owns shares of the common stock, no par value per
share ("Common Stock"), of the Corporation, with each Shareholder's ownership
representing a proportion of the issued and outstanding shares of the
Corporation's Common Stock as indicated in Exhibit A attached hereto; and

B. In order to promote the effective management of the Corporation and
ensure the stability and continuity thereof, and to consolidate the vote of
the shares of Common Stock into a clear and definite policy under the
direction of the Trustee;

NOW, THEREFORE, it is hereby agreed and declared as follows:

1. CREATION, DURATION AND TERMINATION OF TRUST. There is hereby
created, for the purposes herein expressed, a trust for benefit of the
Shareholders, to be known as "The Jore Corporation Voting Trust", and the
Trustee may transact all affairs of the trust in such name. This trust shall
be effective as of the 30th day of June, 1997, and shall continue until June
30, 2007, unless earlier terminated in accordance with the terms of this
Agreement. This Agreement may be terminated by the mutual consent of the
Shareholders and the Trustee, and by the occurrence of any event which,
consistent with the terms of the Jore Corporation Shareholders' Agreement,
dated June 30, 1997 (the "Shareholders' Agreement"), reduces the number of
shareholders of the Corporation to one.

Upon the termination of the trust, the Trustee shall, upon the surrender
of the voting trust certificates by the respective holders thereof, assign
and transfer to them the number of shares of Common Stock represented thereby.

2. EXCHANGE OF CERTIFICATES. The Shareholders agree to deliver to the
Trustee certificates representing all shares of Common Stock owned by the
Shareholders, duly endorsed (or accompanied by duly endorsed stock powers)
for transfer and agree to take all actions necessary for the transfer to the
Trustee of their shares of Common Stock. The Trustee agrees that he will
cause the certificates representing the shares of Common Stock delivered
hereunder to be transferred on the books of the Corporation into the name of
the Trustee acting in his capacity as such. The Trustee

- -------------------------------------------------------------------------------
JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 1
<PAGE>

agrees to issue and deliver to each Shareholder a Voting Trust Certificate in
the form attached hereto as Exhibit A ("Voting Trust Certificate"), which
shall evidence receipt by the Trustee of the certificates representing shares
of Common Stock pursuant to the terms of this Agreement. Voting Trust
Certificates shall be subject to the restrictions on the transferability
thereof contained in the Shareholders' Agreement. The Trustee shall keep a
list of the shares of Common Stock transferred to him and shall keep a record
of the name, address and beneficial interest of the holders of Voting Trust
Certificates issued hereunder. Such list and record shall be open at all
reasonable times to the inspection of the holders of Voting Trust
Certificates. A copy of this Agreement shall be available for inspection at
the registered office of the Corporation during the existence of the trust,
and certificates issued to the Trustee in his capacity as such shall bear a
legend reflecting the existence of the trust created hereby.

3. AGREEMENTS OF TRUSTEE. The Trustee agrees to hold the shares of
Common Stock transferred to him hereunder in trust for the common benefit of
the Shareholders, all in accordance with the terms and conditions of this
Agreement.

4. POWERS AND RIGHTS OF TRUSTEE. The Shareholders, in conveying legal
title to the shares of their Common Stock to the Trustee, agree that by
virtue of his control of such stock during the term of and pursuant to this
Agreement, the Trustee shall be the sole possessor of the following
Shareholders' rights with respect to such shares, subject to the other
provisions of this Agreement:

(a) the right to vote the Common Stock in person or by nominee,
agent, attorney-in-fact or proxy at all meetings of shareholders and any
adjournments thereof;

(b) the right to participate in, consent to, or ratify any
corporate or shareholders' action;

(c) the right to become financially interested in any matter or
transaction to which the Corporation or any entity subsidiary to, controlled
by, or affiliated with the Corporation may be a party, and the right to
contract with or become financially interested in any entity subsidiary to,
controlled by or affiliated with the Corporation as fully and freely as
though the Trustee was not the Trustee hereunder;

(d) the right to dissolve the Corporation, or to merge or
consolidate it with another corporation or corporations;

(e) the right to amend the Articles of Incorporation or Bylaws of
the Corporation; and

(f) the right to sell substantially all the assets of the
Corporation, whether or not in the ordinary course of business.

The Shareholders shall retain all rights to dividends, other
distributions and/or rights

- -------------------------------------------------------------------------------
JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 2

<PAGE>

to the assets of the Corporation upon liquidation of the shares of Common
Stock subject to this trust, subject to the provisions of Section 5 hereof.

It shall be the duty of the Trustee, and he shall have full power and
authority, and he is hereby fully empowered and authorized, to represent the
holders of the Voting Trust Certificates and the Common Stock transferred to
the Trustee as foresaid, and to vote the Common Stock, as in judgment of the
Trustee may be for the best interest of the Corporation, at all meetings of
the shareholders of the Corporation, in the election of directors and upon
any and all matters and questions which may be brought before such meetings or
be presented for action by written consent, as fully as any Shareholder might
do if personally present.

The Trustee, in accepting legal title to the Common Stock deposited
pursuant to this Agreement, agrees to exercise his best judgment in the
interest of the Corporation, to assure propers, stable, and continuous
management of the affairs of the Corporation, but the Trustee is not
responsible for the acts of the directors and officers of the Corporation
whether or not taken pursuant to the vote or consent of the Trustee as
shareholder, or whether ratified afterwards by the Trustee as shareholder.
The Turstee, may, in his discretion, notice and call a meeting to obtain
instructions regarding the voting of the Common Stock upon any question to be
considered at a shareholders' meeting. If the Trustee calls such a meeting
of the holders of Voting Trust Certificates, the Trustee shall be bound to
vote the stock in accordance with the unanimous vote of the holders of Voting
Trust Certificates representing all of the voting power of Common Stock
deposited with the Trustee pursuant to this Agreement or to abstain from
voting thereon if there is no such unanimous consent.

The Trustee does not have the right, power or authority, directly or
indirectly, to sell, pledge, assign, hypothecate, encumber, give, convey,
transfer (whether voluntarily or involuntarily, by operation of law or
judicial decree), mortgage or otherwise dispose of any of the Voting Trust
Certificates (or any interest thereon) or any of the Common Stock (or any
interest therein) deposited in trust except as provided by this Agreement and
the Shareholders' Agreement.

5. DIVIDENDS. The Trustee shall collect and receive all dividends and
distributions that may accrue upon the shares subject to this trust, and,
subject to deduction as provided in the following paragraph, shall divide the
same among the Voting Trust Certificate holders in proportion to the number
of shares of Common Stock represented by their respective Voting Trust
Certificates.

6. TRUSTEE'S INDEMNITY. The Trustee shall be entitled to be fully
indemnified out of the dividends coming into his hands against all costs,
charges, expenses and other liabilities properly incurred by him in the
exercise of any power conferred upon him by this Agreement; and the
Shareholders, and each of them, hereby covenant with the Trustee that in the
event of the moneys and securities in his hands being insufficient for that
purpose the Shareholders and each of them will in proportion to the amounts
of their respective shares of Common Stock save harmless and keep indemnified
the Trustee of and from all loss or damage which he may sustain or suffer by
reason of anything he may lawfully do in the execution of this trust.

- -------------------------------------------------------------------------------
JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 3

<PAGE>

7. SUCCESSOR TRUSTEES. In the event that the Trustee dies, resigns,
refuses or becomes unable to act, the Trustee (or his legal representative)
shall appoint a successor trustee to fill the vacancy, and any person so
appointed shall thereupon be vested with all the duties, powers, and
authority of a Trustee hereunder as if originally named herein. If the
Trustee (or his legal representative) fails to appoint a successor trustee
within thirty (30) calendar days of such death, resignation, refusal or
inability to act, the Shareholders agree that Michael Jore shall be deemed
appointed successor trustee until such a time as the Trustee (or his legal
representative) shall designate a successor trustee.

8. INSPECTION OF AGREEMENT. A duplicate of this Agreement shall be
filed with the Secretary of the Corporation and shall be open to inspection
by any shareholder, the holder of a Voting Trust Certificate or the agent of
either upon the same terms as the record of shareholders of the Corporation
is open to inspection.

9. CAPTIONS. Titles of the sections hereof are placed herein for
convenience of reference only and shall be accorded no substantive
significance in the construction of this Agreement.

10. WORDS AND GENDER OR NUMBER. As used herein, unless the context
clearly indicates the contrary, the singular number shall include the plural,
the plural the singular, and the use of any gender shall be applicable to all
genders.

11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be taken to be an original, but all of
which together shall constitute one and the same instrument.

12. SEVERABILITY. In the event any portion of this Agreement is found
to be invalid, the remaining provision of this Agreement shall nevertheless
be binding with the same effect as though the invalid provisions had not been
contained herein.

13. AMENDMENT AND WAIVER. To the extent permitted by law, this
Agreement may be amended or modified in writing executed in the same manner
as this Agreement. No waiver of any provisions of this Agreement shall be
valid unless in writing and signed by the person or party against whom
charged.

14. APPLICABLE LAW. This Agreement shall be subject to and governed by
the laws of the State of Montana.

- -------------------------------------------------------------------------------
JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 4

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement this 30th
day of June, 1997.

SHAREHOLDERS:

/s/ Michael W. Jore
---------------------------------------
Michael W. Jore

/s/ Rick D. Jore
---------------------------------------
Rick D. Jore

/s/ Roger D. Jore
---------------------------------------
Roger D. Jore

/s/ Roxanne L. Cote
---------------------------------------
Roxanne L. Cote

/s/ Maxine E. Schneider
---------------------------------------
Maxine E. Schneider

TRUSTEE:

/s/ Matthew B. Jore
---------------------------------------
Matthew B. Jore

- -------------------------------------------------------------------------------
JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 5

<PAGE>

JORE CORPORATION VOTING TRUST
DETAILS OF SHARES HELD

<TABLE>
<CAPTION>
Voting Trust
Date # Shares Beneficiary Certificate #
<S> <C> <C> <C>
06/30/97 160.00 Mike JC-5
160.00 Rick JC-1
160.00 Roger JC-2
160.00 Roxanne JC-3
160.00 Maxine JC-4
800.00

01/01/98 66.67 Kari Gilge JC-11
66.67 Angie Jore JC-11
66.67 Nicole Jore JC-11
66.67 Rikke Jore JC-11
66.67 Benjamine Jore JC-11
66.67 Roger D. Jore JC-11
66.67 Justin Jore JC-11
66.67 Colt Jore JC-11
66.67 Michelle Cote JC-11
66.67 Tanya Cote JC-11
66.67 Rocky Cote JC-11
733.33

01/01/98 66.67 Rick JC-6
66.67 Roger JC-7
66.67 Mike JC-8
66.67 Roxanne JC-9
66.67 Maxine JC-10
333.33

01/01/98 7716.67 Mike JC-12
3273.35 Merle JC-16
10990.02

01/01/96 694.44 Rick JC-13
694.44 Roger JC-14
694.44 Mike JC-15
694.44 Roxanne JC-16
694.44 Maxine JC-17
3472.22

10/01/98 278.26 Mike JC-19
278.26 Rick JC-20
278.26 Roger JC-21
278.26 Randy JC-22
278.26 Perry JC-23
1391.30

TOTAL 17720.20
</TABLE>

<PAGE>

EXHIBIT A

THE JORE CORPORATION VOTING TRUST

LIST OF SHAREHOLDERS AND SHAREHOLDER OWNERSHIP

<TABLE>
<CAPTION>
Shareholder Name Shares Owned Ownership Interest
- ---------------- ------------ ------------------
<S> <C> <C>
Michael W. Jore 160 shares .4%

Rick D. Jore 160 shares .4%

Roger D. Jore 160 shares .4%

Roxanne L. Cote 160 shares .4%

Maxine E. Schneider 160 shares .4%

TOTAL 800 shares 2.00%
</TABLE>

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JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 6
<PAGE>

VOTING TRUST CERTIFICATE
FOR SHARES OF COMMON STOCK
OF JORE CORPORATION

CERTIFICATE NO. JC-1

The undersigned, voting trustee ("Trustee") of the common stock, no par
value ("Common Stock"), of Jore Corporation, a Montana corporation
("Corporation"), under a Voting Trust Agreement ("Agreement") dated June 30,
1997, having received one hundred sixty (160) shares of Common Stock from
Rick D. Jore, pursuant to the Agreement, hereby certifies that he or she (i)
is the registered beneficial owner of one hundred sixty (160) shares of
Common Stock, (ii) will be entitled to receive a certificate representing one
hundred sixty (160) fully paid and nonassessable shares of Common Stock on
the expiration or termination of the Agreement, and (iii) prior to expiration
or termination of the Agreement, will be entitled to receive any payments
made by the Corporation in respect of such Common Stock which are received by
the Trustee.

Under the terms of the Agreement (i) the voting trust will expire on
June 30, 2007, unless sooner terminated in accordance with the provisions
thereof, and (ii) the Trustee possesses the sole right to vote the shares of
Common Stock exchanged for this Voting Trust Certificate as the legal and
record owner thereof, subject to the provisions of Section 4 of the Agreement.

BY AGREEMENT AMONG THE CORPORATION AND ITS SHAREHOLDERS, RESTRICTIONS
HAVE BEEN PLACED UPON THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE. THE CORPORATION WILL FURNISH TO THE HOLDER OF THIS CERTIFICATE,
WITHOUT CHARGE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE
OF BUSINESS OR REGISTERED OFFICE, A COPY OF SUCH AGREEMENT.

By acceptance hereof, the holder of this Voting Trust Certificate
accepts, ratifies and agrees to be bound by the terms of the Agreement. A
copy of the Agreement will be furnished to the holder hereof without charge
on the receipt by the Corporation of a written request therefor at its
registered office or principal place of business. The shares of Common Stock
issued in the name of Trustee pursuant to the Agreement shall bear a legend
reflecting the existence of such Agreement.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933 OR AN OPINION OF COUNSEL TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.

Dated: June 30, 1997

TRUSTEE

/s/ Matthew B. Jore
-------------------------------
Matthew B. Jore, Trustee