CROWN PACIFIC PARTNERS L P, 10-Q, 1997-05-13

CROWN PACIFIC PARTNERS L P
10-Q, 1997-05-13
SAWMILLS & PLANTING MILLS, GENERAL

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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-24976

CROWN PACIFIC PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware 93-1161833
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

121 S.W. Morrison Street, Suite 1500
Portland, Oregon 97204
(Address of principal executive office, Zip Code)

(503) 274-2300
(Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No
----- -----

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CROWN PACIFIC PARTNERS, L.P.

CONSOLIDATED STATEMENT OF INCOME
(IN THOUSANDS, EXCEPT UNIT AND PER UNIT DATA)
(UNAUDITED)

FOR THE THREE MONTHS ENDED
MARCH 31,
1997 1996
-------------- --------------
<S> <C> <C>

Revenues ................................................ $ 117,391 $ 84,555

Operating costs:
Cost of products sold .................................. 94,171 66,882
Selling, general and administrative expenses ........... 6,720 5,312
-------------- --------------

Operating income ........................................ 16,500 12,361

Interest Expense ........................................ 9,479 8,245
Amortization of debt issuance costs ..................... 182 126
Other expense (income), net ............................. 142 (174)
-------------- --------------

Net income .............................................. $ 6,697 $ 4,164
-------------- --------------
-------------- --------------

Net income per Unit ..................................... $ 0.24 $ 0.23
-------------- --------------
-------------- --------------

Weighted average Units outstanding ...................... 27,104,277 18,133,527
-------------- --------------
-------------- --------------

Cash flow (1) ........................................... $ 25,523 $ 21,414
-------------- --------------
-------------- --------------

</TABLE>

(1) Cash flow is defined as EBITDDA, or earnings before interest, income tax,
depreciation, depletion, and amortization. EBITDDA is provided because
management believes EBITDDA provides useful information for evaluating the
Partnership's ability to service debt and support its cash distributions to
Unitholders.

See accompanying Notes to Consolidated Financial Statements.

<PAGE>

CROWN PACIFIC PARTNERS, L.P.

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT FOR UNIT DATA)

ASSETS

MARCH 31, DECEMBER 31,
1997 1996
(UNAUDITED)
-------------- --------------

<S> <C> <C>
Current assets:
Cash and cash equivalents .............................. $ 15,807 $ 16,818
Accounts receivable .................................... 54,155 42,810
Notes receivable ....................................... 3,892 5,605
Inventories ............................................ 26,706 35,746
Deposits on timber cutting contracts ................... 4,417 4,771
Prepaid and other current assets ....................... 3,141 2,674
-------------- --------------

Total current assets ................................. 108,118 108,424
Property, plant and equipment, net ...................... 43,295 43,679
Timber, timberlands and roads, net ...................... 506,759 511,869
Other assets ............................................ 11,151 11,789
-------------- --------------

Total assets ......................................... $ 669,323 $ 675,761
-------------- --------------
-------------- --------------

LIABILITIES AND PARTNERS' CAPITAL

Current liabilites:
Notes payable .......................................... $ 15,000 $ 15,000
Accounts payable ....................................... 8,389 11,363
Accrued expenses ....................................... 9,988 10,470
Accrued interest ....................................... 11,032 5,369
Current portion of long-term debt ...................... 1,000 1,000
-------------- --------------

Total current liabilities ............................ 45,409 43,202
Long-term debt .......................................... 391,000 392,000
Other non-current liabilities ........................... 712 561
-------------- --------------
437,121 435,763
-------------- --------------
Commitments and contingent liabilities

Partners' capital:
General partners ..................................... 2,632 2,708
Limited partners (27,104,277 Units outstanding at
March 31, 1997 and December 31, 1996) ............... 229,570 237,290
-------------- --------------
Total partners' capital ............................ 232,202 239,998
-------------- --------------
Total liabilities and partners' capital ............ $ 669,323 $ 675,761
-------------- --------------
-------------- --------------

</TABLE>

See accompanying Notes to Consolidated Financial Statements.

<PAGE>

CROWN PACIFIC PARTNERS, L.P.

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

FOR THE THREE MONTHS ENDED
MARCH 31,
1997 1996
------------ ------------

Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 6,697 $ 4,164
Adjustments to reconcile net income to
net cash provided by operating activities:
Depletion, depreciation and amortization . . . . 9,347 9,005
Loss (gain) on sale of property. . . . . . . . . 44 (2,073)
Other. . . . . . . . . . . . . . . . . . . . . . (232) 1
Net change in current assets and current
liabilities:
Accounts and notes receivable. . . . . . . . . . (6,498) (2,758)
Inventories. . . . . . . . . . . . . . . . . . . 3,904 2,271
Deposits on timber cutting contracts . . . . . . 354 1,209
Prepaid and other current assets . . . . . . . . (442) (328)
Accounts payable and accrued expenses. . . . . . 2,357 8,725
-------- --------
Net cash provided by operating activities. . . . . . 15,531 20,216
-------- --------

Cash flows from investing activities:
Additions to timberlands . . . . . . . . . . . . . (1,577) (2,924)
Additions to timber cutting rights . . . . . . . . (1,275) (12,842)
Additions to equipment . . . . . . . . . . . . . . (2,277) (2,456)
Proceeds from sales of property. . . . . . . . . . 1,097 979
Principal payments received on notes . . . . . . . 3,070 -
Other investing activities . . . . . . . . . . . . 14 (116)
-------- --------
Net cash used in investing activities. . . . . . . . (948) (17,359)
-------- --------

Cash flows from financing activities:
Net decrease in short-term borrowing . . . . . . . - (4,000)
Proceeds from issuance of long-term debt . . . . . - 32,000
Repayments of long-term debt . . . . . . . . . . . (1,000) (18,000)
Distributions to partners. . . . . . . . . . . . . (14,492) (9,436)
Other financing activities . . . . . . . . . . . . (102) (37)
-------- --------
Net cash (used in) provided by financing activities. (15,594) 527
-------- --------

Net (decrease) increase in cash and cash equivalents (1,011) 3,384
Cash and cash equivalents at beginning of period . . 16,818 10,292
-------- --------

Cash and cash equivalents at end of period . . . . . $ 15,807 $ 13,676
-------- --------
-------- --------

See accompanying Notes to Consolidated Financial Statements.

<PAGE>

CROWN PACIFIC PARTNERS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

Crown Pacific Partners, L.P. (the "Partnership"), a Delaware limited
partnership, through its 99% owned subsidiary, Crown Pacific Limited Partnership
(the "Operating Partnership"), was formed in 1994 to acquire, own and operate
timberlands and wood product manufacturing assets located in the Northwest
United States. The Partnership's business consists primarily of growing and
harvesting timber for sale as logs in domestic and export markets and the
manufacturing and selling of lumber and other wood products.

Crown Pacific Management Limited Partnership (the "Managing General
Partner") manages the businesses of the Partnership and the Operating
Partnership. The Managing General Partner owns a 0.99% general partner interest
in the Partnership and the remaining 1% general partner interest in the
Operating Partnership. Crown Pacific, Ltd. ("CPL"), the Special General Partner
of the Partnership, and the Managing General Partner comprise the General
Partners of the Partnership. The Special General Partner owns a 0.01% general
partner interest and a 10% limited partnership interest in the Partnership. All
management decisions related to the Partnership are made by the Managing General
Partner. Unitholders have voting rights for certain issues as outlined in the
Partnership Agreement. "Partnership" and "Crown Pacific" refer to the
Partnership and the Operating Partnership taken as a whole.

The accompanying financial statements reflect the consolidated financial
position, results of operations and cash flows of the Partnership. The
consolidated financial statements include all the accounts of the Partnership.
All significant intercompany transactions have been eliminated.

The financial statements included in this Form 10-Q are unaudited and do
not contain all of the information required by generally accepted accounting
principles to be included in a full set of financial statements. The
financial statements in the Partnership's 1996 annual report on Form 10-K
include a summary of significant accounting policies of the Partnership and
should be read in conjunction with this Form 10-Q. In the opinion of
management, all material adjustments necessary to present fairly the results of
operations for the three months ended March 31, 1997 and 1996 have been
included. All such adjustments are of a normal and recurring nature. The
results of operations for any interim period are not necessarily indicative of
the results of operations for the entire year.

The taxable income, deductions, and credits of the Partnership are
allocated to the Unitholders based on the number of Units held, purchase price
and the holding period. Distributions of cash to a Unitholder are considered a
non-taxable return of capital to the extent of the Unitholder's basis in the
Units (as such basis is increased by the allocable share of the Partnership's
income). Any such distributions in excess of the Unitholder's basis in the
Units will result in gain recognition. Unitholders are required to include in
their income tax filings their allocable share of the Partnership's taxable
income, substantially all of which is expected to be characterized as capital
gain, regardless of whether cash distributions are made. For tax

<PAGE>

exempt entities, such as IRAs, a portion of the Partnership's taxable income is
treated as Unrelated Business Taxable Income ("UBTI"). To the extent a tax
exempt entity has more than $1,000 of UBTI, it may be required to pay federal
income taxes.

Net income per Unit was calculated using the weighted average number of
Common and Subordinated Units outstanding divided into net income, after
adjusting for the General Partner interest. The General partner income
allocation was $67,000 and $42,000 for the three months ended March 31, 1997 and
1996, respectively. The Partnership will adopt Statement of Financial
Accounting Standards No. 128 "Earnings Per Share" in 1997. The effect of
adoption of such pronouncement is expected to be immaterial to the financial
statements taken as a whole.

2. INVENTORIES

Inventories consisted of the following (in thousands):

MARCH 31, DECEMBER 31,
1997 1996
-----------------------------
Finished goods $ 8,071 $ 9,068
Work-in-process - 6,417
Logs 15,155 16,123
Supplies 1,226 1,534
LIFO effect 2,254 2,604
-----------------------------
Total $ 26,706 $ 35,746
-----------------------------
-----------------------------

3. NOTES PAYABLE

On March 31, 1997, Crown Pacific renegotiated its Working Capital and
Acquisition Credit Facilities with its lenders. Under the terms of the
amendments to these agreements, certain loan fees and rates have been reduced to
terms more favorable to the Partnership.

4. ASSET DISPOSITIONS

In March 1997, Crown Pacific sold substantially all of the assets of its
Redmond, Oregon remanufacturing facility for $7.4 million. In conjunction with
the sale, the Partnership entered into a long-term supply agreement with the
purchaser for lumber at market value. Proceeds from the sale of these assets
are expected to be used to fund a portion of the Partnership's mill expansion
and capital improvement program.

5. CONSENT SOLICITATION

In March 1997, Crown Pacific successfully concluded a consent solicitation
of its Unitholders to amend its Partnership Agreement to increase the number of
Common Units available for issuance by 20 million. Such Units may be sold from
time to time in the future.

<PAGE>

The Partnership intends to use the proceeds from potential sales of such Units
to finance acquisitions.

6. SUBSEQUENT EVENT

On April 22, 1997, the Board of Control of the Managing General Partner
authorized the Partnership to make a distribution of $0.538 per Unit, the
Second Target Distribution as defined by the Partnership Agreement. The
total distribution will be $14.88 million (including $.15 million to the
General Partners) and will be paid on May 15, 1997 to Unitholders of record
on May 5, 1997.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

Crown Pacific's principal operations consist of the growing and harvesting
of timber, the sale of logs and the processing and sale of lumber and other wood
products. The Partnership's ability to implement its business strategy over the
long term and its results of operations depend upon a number of factors, many of
which are beyond its control. These factors include general industry
conditions, domestic and international prices and supply and demand for logs,
lumber and other wood products, seasonality and competition from other supplying
regions and substitute products.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES. The Partnership's primary source of
liquidity has been cash provided by operations. Combined accounts and notes
receivable increased during the three months ended March 31, 1997 primarily due
to increased sales during that quarter and a $6.8 million receivable generated
by the sale of the Partnership's Redmond, Oregon remanufacturing facility in
March 1997. The Partnership's inventories and accounts payable decreased
during the first quarter of 1997 as a result of the sale of the
remanufacturing facility. Increases in accrued interest expense relate to
timing differences in payment dates of interest on the Partnership's Senior
Notes.

Property, plant and equipment decreased slightly during the first quarter
of 1997. Capital expenditures for property, plant and eqiupment were $2.3
million and were primarily for improvements increasing capacities and
efficiency at the Partnership's sawmills. These increases were offset by
depreciation and the disposition of the remanufacturing facility during the
quarter.

Timber, timberlands and roads decreased $5.1 million during the first
quarter of 1997. This net decrease related to depletion and amortization, which
was partially offset by related capital expenditures of $2.9 million during the
quarter. Capital expenditures during the quarter were funded by proceeds from
property sales, note collections and cash provided by operations.

Cash required to meet the Partnership's quarterly cash distributions (as
required by the Partnership Agreement), to pay capital expenditures and to
satisfy interest and principal payments on indebtedness will be significant.
The Managing General Partner expects that the

<PAGE>

debt service will be funded from current operations. The Partnership expects
to make cash distributions from current funds and cash generated from
operations. Capital expenditures are expected to be funded by current funds,
cash generated from operations, property sales, and/or bank borrowings. On
May 12, 1997, the Partnership announced its plans to build a new $12 million
high technology studmill in Port Angeles, Washington. Construction of the new
mill will begin after engineering studies are completed and final board
approval is obtained. The mill is expected to be financed using proceeds from
property sales, or debt or both and will be completed in 1998. Capital
expenditures, excluding purchases of timber and timberlands, the purchases of
businesses, and any costs incurred in connection with the new studmill are
expected to be approximately $15.0 million in 1997.

FORWARD-LOOKING STATEMENTS. The information contained in this report
includes certain forward-looking statements that are based on assumptions
that in the future may prove not to be accurate. Those statements, and Crown
Pacific Partners, L.P.'s business and prospects are subject to a number of
risks, including the volatility of timber and lumber prices, factors limiting
harvesting of timber including contractual obligations, weather and access
limitations, the substantial capital expenditures required to supply its
operations, environmental risks, operating risks normally associated with the
timber industry, competition, government regulation, the value of the U.S.
dollar against foreign currencies such as the Japanese yen, and the ability
of the Partnership to implement its business strategy. These and other risks
are described in the Partnership's reports and registration statements that
are available from the United States Securities and Exchange Commission.

RESULTS OF OPERATIONS (THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1996)

Net sales during the first quarter ended March 31, 1997 increased 38.8%
to $117.4 million, from $84.6 million in the first quarter in 1996. The
$32.8 million increase was principally due to $25.9 million of sales from the
wholesale operation, which was acquired in September 1996, higher prices for
lumber products and increased sales volumes in most of the Partnership's
regions and product lines. Sales increases in 1997 were partially offset by
the closure of mills and decreases in prices of wood chips and other
residuals.

Lumber sales, excluding sales from the wholesale operation, represented
43.6% of sales in the first quarter of 1997, compared to 49.4% in the same
quarter in 1996. External lumber prices in the Oregon and Inland regions
increased 12.5% and 26.1%, respectively, for the first quarter of 1997 from
prices experienced in the same quarter of 1996. Price increases were due to
strong U.S. housing and residential and commercial remodeling markets.

Total lumber sales volumes, excluding sales from the wholesale operation,
decreased 1.1% in the first quarter of 1997, compared to the same period in
1996. Sales volumes of Oregon lumber increased 7.7% to 33.8 MMBF in
the 1997 quarter, compared to 31.4 MMBF in the 1996 quarter. Volume
increases in the Oregon region were due to increases in capacity at the
Partnership's Gilchrist and Prineville, Oregon facilities during the 1997
period. Lumber sales volumes in the Inland region decreased by 17.8% to 50.7
MMBF in the first quarter of 1997 primarily due to the closure of the Albeni
Falls, Idaho sawmill in June 1996. Sales volumes of lumber from the
Partnership's studmill in Marysville, Washington, acquired in September 1996,
were 7.5 MMBF during the first quarter of 1997. Lumber sales volumes are
expected to remain stable during the remainder of 1997 as housing markets
remain strong and interest rates, although increasing, remain favorable to
the housing industry.

Log sales represented approximately 21.8% of sales in the first quarter of
1997, compared to 28.0% in the same quarter of 1996. Sales prices for external
logs sold domestically increased 16.0% over the 1996 quarter. Increases in
pricing were primarily due to higher hemlock and cedar prices in the Washington
region. Log sales volumes decreased 10.1% in the first quarter of 1997.
Decreases in sales volumes were attributed to reduced sales from the
Partnership's Inland region in the 1997 quarter. Sales volume decreases in
the Inland region were partially offset by sales of logs from the former
Cavenham timberlands in the Olympic Tree Farm acquired in May 1996.

Sales of logs to customers involved in exporting activities (included in
log sales amounts above) were approximately $5.7 million, or 4.9% of sales in
the first quarter of 1997, compared to $4.5 million, or 5.3% of sales for the
same quarter in 1996. Prices received for export logs decreased 6.2% and sales
volumes increased 35.3% in the first quarter of 1997 compared to the

<PAGE>

same quarter in 1996. Price decreases resulted primarily from changes in
species mix and declines in the value of the Japanese yen against the U.S.
dollar. Sales volumes increased as a result of log sales from the former
Cavenham timberlands in the Olympic Tree Farm acquired in May 1996.

Sales from the Partnership's wholesale operations acquired in September
1996 consisted of lumber and other wood products and represented 22.0% of
sales in the first quarter of 1997.

Sales of millwork products from the Partnership's remanufacturing facility
were 7.9% of sales in the first quarter of 1997, compared to 8.4% in the same
quarter in 1996. The remanufacturing facility was sold on March 31, 1997.

There were no significant sales of timberlands in the first quarter of
1997, compared to $2.5 million in the first quarter of 1996, which resulted in a
$2.0 million gain.

By-product and other revenues accounted for 4.6% of sales in the first
quarter of 1997, compared to 8.2% in the same quarter in 1996. Decreases relate
primarily to a 45% decrease in the price of wood chips in the 1997 period,
compared to the first quarter of 1996.

Cost of sales as a percentage of sales increased slightly to 80.2% in the
first quarter of 1997, compared to 79.1% in the same quarter in 1996. Higher
margin sales for the Partnership's lumber and log products in the first quarter
of 1997, compared to the first quarter in 1996, were offset by lower margin
sales from the Partnership's wholesale operation. Without the effect of sales
from the wholesale operation, cost of sales would have been 75.6% of total
sales, reflecting higher product prices and the closure of the marginal Albeni
Falls and plywood operations.

Selling, general and administrative expenses increased $1.4 million in the
first quarter of 1997, from $5.3 million in the first quarter in 1996. Selling,
general and administrative expenses represented 5.7% of sales in the first
quarter of 1997 and 6.3% of sales in the same quarter of 1996. The increase
in dollar amount was principally due to increased salaries, wages and
benefits needed to support the current level of sales and marketing expenses
associated with the Partnership's wholesale operation acquired in September
1996.

Interest expense increased $1.2 million in the first quarter of 1997, from
$8.2 million in the same quarter in 1996 due to increases in long-term debt
related to the acquisition of the Cavenham timberlands in May 1996.

The Partnership pays no significant income taxes and does not include a
provision for income taxes in its financial statements.

Weighted average Units outstanding in the first quarter of 1997 increased
by 8.97 million due to the Partnership's public offering and sale of Common
Units in August 1996.

<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

3.1 First Amendment to Second Amended and Restated Agreement of Limited
Partnership of Crown Pacific Partners, L.P.

4.1 Second Amendment to Amended and Restated Credit Agreement dated as of
July 31, 1996.

4.2 First Amendment to Amended and Restated Credit Agreement B dated as
of July 31, 1996.

10.1 Agreement for the Sale and Purchase of Business Assets dated
March 28, 1997 between Registrant and Team Millwork, LLC.

10.2 Lumber Supply Agreement dated March 28, 1997 between Registrant and
team Millwork, LLC.

B. Reports on Form 8-K

None

Items 1, 2, 3, and 4 of Part II were not applicable and have been omitted.

<PAGE>

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

CROWN PACIFIC PARTNERS, L.P.
----------------------------
(Registrant)

By: Crown Pacific Management
Limited Partnership,
as General Partner

By: /s/Richard D. Snyder
-------------------------------------------
Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)

<PAGE>
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
CROWN PACIFIC PARTNERS, L.P.

This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Crown Pacific Partners, L.P. (the "Amendment") is entered
into effective as of April 1, 1997 by and among Crown Pacific Management Limited
Partnership, a Delaware limited partnership, as the Managing General Partner,
Crown Pacific, Ltd., an Oregon corporation, as the Special General Partner, the
Limited Partners and the Special Limited Partners. Unless the otherwise defined
herein, all capitalized terms used herein shall have the meaning given to them
in the Second Amended and Restated Agreement of Limited Partnership of Crown
Pacific Partners, L.P. dated August 6, 1996 (the "Agreement").

PREAMBLE

Pursuant to the Agreement, the Partnership may not issue during the
Subordination Period more than 9,000,000 Common Units without the prior consent
of the holders of two-thirds of the outstanding Common Units. In August, 1996,
the Partnership issued 8,970,750 Common Units, and thus the Partnership may only
issue an additional 29,250 Common Units without the prior approval of the
holders of two-third of the Common Units. The General Partners and the holders
of two-thirds of the Common Units have approved the amendment of the Agreement
to permit the issuance, during the Subordination Period, of up to 20,000,000
Common Units in addition to the 9,000,000 Common Units already authorized.
Accordingly, the Agreement shall be amended as follows:

AMENDMENT

1. AMENDMENT OF SUBSECTION 4.3(c)(i). The first sentence of Subsection
4.3(c)(i) is hereby deleted in its entirety and amended to read as follows:

(i) After the Public Offering and during the Subordination
Period, the Partnership shall not issue an aggregate of more than
29,000,000 additional Common Units (excluding Common Units issued upon
conversion of Subordinated Units pursuant to Section 5.7(b)) or an
equivalent number of other Partnership Securities having rights to
distributions and allocations or in liquidation ranking on a parity
with the Common Units, in either case without the prior approval of
two-thirds of the Outstanding Common Units (excluding Common Units
held by the General Partners and their Affiliates);

2. NO OTHER AMENDMENT. Except as amended hereby, the Agreement shall be
and remain in full force and effect.

3. GOVERNING LAW. This Amendment and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware, and
all rights and remedies shall be governed by such laws without regard to
principles of conflict of laws.

<PAGE>

IN WITNESS WHEREOF, the undersigned has executed this Amendment
effective as of the date first written above.

MANAGING GENERAL PARTNER

CROWN PACIFIC MANAGEMENT LIMITED
PARTNERSHIP

By: /s/ Peter W. Stott
---------------------------------
Peter W. Stott, President
HS Corp. of Oregon,
a general partner

By: /s/ Robert Jaunich II
---------------------------------
Robert Jaunich II, President,
Fremont Timber, Inc.,
a general partner

SPECIAL GENERAL PARTNER:

CROWN PACIFIC, LTD.

By: /s/ Peter W. Stott
---------------------------------
Peter W. Stott, President

LIMITED PARTNERS:

All Limited Partners admitted as
limited partners of the Partnership as
of the Effective Date, pursuant to the
Powers of Attorney executed in favor of,
and granted and delivered to, the
Managing General Partner

BY: CROWN PACIFIC MANAGMENT LIMITED
PARTNERSHIP

By: /s/ Peter W. Stott
----------------------------
Peter W. Stott, President,
HS Corp. of Oregon,
a general partner

By: /s/ Robert Jaunich II
----------------------------
Robert Jaunich II, President
Fremont Timber, Inc.,
a general partner

<PAGE>

Exhibit 4.1

SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"AMENDMENT"), dated as of March 31, 1997, is entered into among Crown Pacific
Limited Partnership, a Delaware limited partnership (the "COMPANY"), the several
financial institutions from time to time party to the Credit Agreement referred
to below (collectively, the "BANKS"; individually, a "BANK"), Bank of America
National Trust and Savings Association, as agent for the Banks (in such
capacity, the "AGENT"), and ABN AMRO Bank, N.V. and Societe Generale, as
co-agents for the Banks (in such capacity, the "CO-AGENTS").

RECITALS

WHEREAS, the Company, the Banks, the Co-Agents and the Agent are parties to
an Amended and Restated Credit Agreement dated as of July 31, 1996 (as amended
by First Amendment to the Amended and Restated Credit Agreement dated as of
October 15, 1996, the "CREDIT AGREEMENT"), pursuant to which the Banks have
extended certain credit facilities to the Company;

WHEREAS, the Company, the Banks, the Co-Agents and the Agent now hereby
wish to amend the Credit Agreement in certain respects, all as set forth in
greater detail below;

NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

AGREEMENT

1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings assigned to them in the Credit Agreement.

2. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement is hereby amended as follows:

(a) The definition of "APPLICABLE MARGIN" is hereby amended by

(i) deleting the Applicable Margin table set forth therein, and
inserting in its stead the following Applicable Margin table:

<PAGE>

Total Debt to Cash Flow Ratio at
End of Fiscal Quarter Applicable Margin
--------------------- -----------------

Offshore Base
Rate Loans Rate Loans
---------- ----------

Less than or equal to 2.50 to 1.00 0.6250% 0.0000%

Greater than 2.50 to 1.00 but less 0.7500% 0.0000%
than or equal to 3.00 to 1.00

Greater than 3.00 to 1.00, but less 1.0000% 0.0000%
than or equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less 1.2500% 0.2500%
than or equal to 4.00 to 1.00

Greater than 4.00 to 1.00 1.7500% 0.7500%

AND

(ii) deleting the clause "thus, if the Applicable Margin had
previously been 1.5% for Offshore Rate Loans and 0.5% for Base Rate
Loans, a failure to deliver quarterly financials by the first day of
the next fiscal quarter would cause the Applicable Margin to be 2.0%
and 1.0%, respectively, until such delivery," and by inserting in its
stead the clause "thus, if the Applicable Margin had previously been
1.25% for Offshore Rate Loans and 0.25% for Base Rate Loans, a failure
to deliver quarterly financials by the first day of the next fiscal
quarter would cause the Applicable Margin to be 1.75% and 0.75%,
respectively, until such delivery."

(b) The definition of "COMMITMENT FEE PERCENTAGE" is hereby amended by

(i) deleting the Commitment Fee table set forth therein, and
inserting in its stead the following Commitment Fee table:

<PAGE>

Total Debt to Cash Flow Ratio
at End of Fiscal Quarter Commitment Fee
------------------------ --------------

Less than or equal to 2.50 to 1.00 0.225%

Greater than 2.50 to 1.00 but less than or 0.250%
equal to 3.00 to 1.00

Greater than 3.00 to 1.00, but less than or 0.300%
equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less than or 0.350%
equal to 4.00 to 1.00

Greater than 4.00 to 1.00 0.450%

AND

(ii) deleting the clause "thus, if the Commitment Fee Percentage
had previously been 0.45%, a failure to deliver quarterly financials
by the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.50% until such delivery," and by inserting in
its stead the clause "thus, if the Commitment Fee Percentage had
previously been 0.350%, a failure to deliver quarterly financials by
the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.450% until such delivery."

3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent, the Co-Agents and the Banks as follows:

(a) No Default or Event of Default has occurred and is continuing.

(b) The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary partnership and corporate
and other action and do not and will not require any registration with, consent
or approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable. The Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with its
respective terms, without defense, counterclaim or offset.

(c) All representations and warranties of the Company contained in the
Credit Agreement are true and correct as though made on and as of the date
hereof (except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true and correct as of such
earlier date).

<PAGE>

(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent, any
of the Co-Agents, any Banks or any other Person.

4. EFFECTIVE DATE. This Amendment will become effective on the date that
the Agent has received from the Company and each of the Banks a duly executed
original of this Amendment.

5. RESERVATION OF RIGHTS. The Company acknowledges and agrees that the
execution and delivery by the Agent and the Banks of this Amendment shall not be
deemed to create a course of dealing or otherwise obligate the Agent or the
Banks to forbear or execute similar amendments under the same or similar
circumstances in the future.

6. MISCELLANEOUS.

(a) Except as herein expressly amended, all terms, covenants and
provisions of the Credit Agreement are and shall remain in full force and effect
and all references therein and in the other Loan Documents to the Credit
Agreement shall henceforth refer to the Credit Agreement as amended by this
Amendment. This Amendment shall be deemed incorporated into, and a part of, the
Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. No third party
beneficiaries are intended in connection with this Amendment.

(c) This Amendment shall be governed by, and construed in accordance
with, the law of the State of California; provided, however, that the Agent and
the Banks shall retain all rights arising under federal law.

(d) This Amendment may be executed in any number of counterparts, each
of which when so executed shall be deemed an original, and all such counterparts
taken together shall be deemed to constitute but one and the same instrument.

(e) This Amendment, together with the Credit Agreement, contains the
entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior
drafts and communications with respect thereto.

(f) If any term of provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment, or the
Credit Agreement, respectively.

(g) The Company covenants to pay to or reimburse the Agent, upon
demand, for all costs and expenses (including allocated costs of in-house
counsel) incurred in connection with the development, preparation, negotiation,
execution and delivery of this Amendment.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the date
first above written.

CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership

By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a Delaware
limited partnership,
its general partner

By: /s/ Richard D. Snyder
----------------------------

Title: Vice President and Chief
----------------------------
Financial Officer

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent

By: /s/
---------------------------------

Title: Vice President
---------------------------------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank

By: /s/ Michael Balok
---------------------------------
Michael Balok

Title: Managing Director
---------------------------------

<PAGE>

ABN AMRO BANK N.V., as Co-Agent and as a
Bank

By: /s/ David McGinnis
----------------------------
David McGinnis

Title: Vice President
----------------------------

By: /s/ Paul S. Fause
----------------------------
Paul S. Fause

Title: Vice President-Trade Finance
----------------------------

SOCIETE GENERALE, as Co-Agent and as a
Bank

By: /s/ J. Blaine Shaum
---------------------------------
J. Blaine Shaum

Title: Regional Manager
---------------------------------

BANK OF MONTREAL

By: /s/ Bill R. Grieve
---------------------------------
Bill R. Grieve

Title: Managing Director
---------------------------------

THE BANK OF NOVA SCOTIA

By: /s/
---------------------------------
Title: Officer
---------------------------------

<PAGE>

BANQUE PARIBAS

By: /s/
---------------------------------

Title: Vice President
---------------------------------

By: /s/ Lee S. Buckner
---------------------------------

Title: Group Vice President
---------------------------------

UNION BANK OF CALIFORNIA, N.A.

By: /s/
---------------------------------

Title: Vice President
---------------------------------

KEY BANK OF WASHINGTON

By: /s/
---------------------------------

Title: Senior Vice President
---------------------------------

WELLS FARGO BANK, N.A.

By: /s/
---------------------------------

Title: Officer
---------------------------------

<PAGE>

Exhibit 4.2

FIRST AMENDMENT TO AMENDED AND
RESTATED FACILITY B CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED FACILITY B CREDIT AGREEMENT
(this "AMENDMENT"), dated as of March 31, 1997, is entered into among Crown
Pacific Limited Partnership, a Delaware limited partnership (the "COMPANY"), the
several financial institutions from time to time party to the Credit Agreement
referred to below (collectively, the "BANKS"; individually, a "BANK"), Bank of
America National Trust and Savings Association, as agent for the Banks (in such
capacity, the "AGENT"), and ABN AMRO Bank, N.V. and Societe Generale, as
co-agents for the Banks (in such capacity, the "CO-AGENTS").

RECITALS

WHEREAS, the Company, the Banks, the Co-Agents and the Agent are parties to
an Amended and Restated Facility B Credit Agreement dated as of July 31, 1996
(the "CREDIT AGREEMENT"), pursuant to which the Banks, the Swingline Bank and
the Issuing Bank have extended certain credit facilities to the Company;

WHEREAS, the Company, the Banks, the Co-Agents and the Agent now hereby
wish to amend the Credit Agreement in certain respects, all as set forth in
greater detail below;

AGREEMENT

1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings assigned to them in the Credit Agreement.

2. AMENDMENTS TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement is hereby amended as follows:

(a) The definition of "APPLICABLE MARGIN" is hereby amended by

(i) deleting the Applicable Margin table set forth therein, and
inserting in its stead the following Applicable Margin table:

<PAGE>

Total Debt to Cash Flow Ratio at
End of Fiscal Quarter Applicable Margin
--------------------- ----------------------------
Offshore Base
Rate Loans Rate Loans
---------- ----------

Less than or equal to 2.50 to 1.00 0.5000% 0.0000%

Greater than 2.50 to 1.00 but less 0.6250% 0.0000%
than or equal to 3.00 to 1.00

Greater than 3.00 to 1.00, but less 0.8750% 0.0000%
than or equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less 1.0000% 0.0000%
than or equal to 4.00 to 1.00

Greater than 4.00 to 1.00 1.6250% 0.6250%

AND

(ii) deleting the clause "thus, if the Applicable Margin had
previously been 1.0000% for Offshore Rate Loans and 0.0000% for the
Base Rate Syndicated Loans and Swingline Loans, a failure to deliver
quarterly financials by the first day of the next fiscal quarter would
cause the Applicable Margin to be 1.2500% and 0.2500%, respectively,
until such delivery," and by inserting in its stead the clause "thus,
if the Applicable Margin had previously been 1.0000% for Offshore Rate
Loans and 0.0000% for the Base Rate Syndicated Loans and Swingline
Loans, a failure to deliver quarterly financials by the first day of
the next fiscal quarter would cause the Applicable Margin to be
1.6250% and 0.6250%, respectively, until such delivery."

(b) The definition of "COMMITMENT FEE PERCENTAGE" shall be amended by

(i) deleting the Commitment Fee table set forth therein, and
inserting in its stead the following Commitment Fee table:

<PAGE>

Total Debt to Cash Flow Ratio
at End of Fiscal Quarter Commitment Fee
------------------------ --------------

Less than or equal to 2.50 to 1.00 0.200%

Greater than 2.50 to 1.00 but less than or 0.225%
equal to 3.00 to 1.00

Greater than 3.00 to 1.00, but less than or 0.275%
equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less than or 0.300%
equal to 4.00 to 1.00

Greater than 4.00 to 1.00 0.425%

AND

(ii) deleting the clause "thus if the Commitment Fee Percentage
had previously been 0.2750%, a failure to deliver quarterly financials
by the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.3125% until such delivery," and by inserting in
its stead the clause "thus, if the Commitment Fee Percentage had
previously been 0.225%, a failure to deliver quarterly financials by
the first day of the next fiscal quarter would cause the Commitment
Fee Percentage to be 0.275% until such delivery."

(d) The definition of "LETTER OF CREDIT RATE" shall be amended by

(i) deleting the Letter of Credit Rate table set forth therein,
and inserting in its stead the following Letter of Credit Rate table:

<PAGE>

Total Debt to Cash Flow Ratio Letter of
at End of Fiscal Quarter Credit Rate
------------------------ -----------

Less than or equal to 2.50 to 1.00 0.500%

Greater than 2.50 to 1.00 but less than or 0.625%
equal to 3.00 to 1.00

Greater than 3.00 to 1.00, but less than or 0.875%
equal to 3.50 to 1.00

Greater than 3.50 to 1.00, but less than or 1.000%
equal to 4.00 to 1.00

Greater than 4.00 to 1.00 1.625%

AND

(ii) deleting the clause "thus if the Letter of Credit Rate had
previously been 0.875%, a failure to deliver quarterly financials by
the first day of the next fiscal quarter would cause the Letter of
Credit Rate to be 1.125% until such delivery," and by inserting in its
stead the clause "thus if the Letter of Credit Rate had previously
been 0.875%, a failure to deliver quarterly financials by the first
day of the next fiscal quarter would cause the Letter of Credit Rate
to be 1.000% until such delivery."

3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants to the Agent, the Co-Agents and the Banks as follows:

(a) No Default or Event of Default has occurred and is continuing.

(b) The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary partnership
and corporate and other action and do not and will not require any
registration with, consent or approval of, notice to or action by, any
Person (including any Governmental Authority) in order to be effective
and enforceable. The Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with its respective terms,
without defense, counterclaim or offset.

<PAGE>

(d) The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Agent, any
of the Co-Agents, any Banks or any other Person.

4. EFFECTIVE DATE. This Amendment will become effective on the date that
the Agent has received from the Company and each of the Banks a duly executed
original of this Amendment.

6. MISCELLANEOUS.

(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment, or the
Credit Agreement, respectively.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the date
first above written.

CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership

By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP, a Delaware
limited partnership,
its general partner

By: /s/ Richard D. Snyder
----------------------------

Title: Vice President and Chief
----------------------------
Financial Officer

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent

By: /s/
---------------------------------

Title: Vice President
---------------------------------

BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a Bank, as the
Swingline Bank and as the Issuing Bank

By: /s/
---------------------------------

Title: Managing Director
---------------------------------

<PAGE>

ABN AMRO BANK N.V., as Co-Agent and as a
Bank

By: /s/ David McGinnis
----------------------------

Title: Vice President
----------------------------

By: /s/ Paul S. Faust
----------------------------

Title: Vice President-Trade Finance
----------------------------

SOCIETE GENERALE, as Co-Agent and as a
Bank

By: /s/ J. Blaine Shaum
---------------------------------

Title: Regional Manager
---------------------------------

BANK OF MONTREAL

By: /s/ Bill R. Grieve
---------------------------------

Title: Managing Director
---------------------------------

THE BANK OF NOVA SCOTIA

By: /s/
---------------------------------

Title: Officer
---------------------------------

<PAGE>

BANQUE PARIBAS

By: /s/
----------------------------

Title: Vice President
----------------------------

By: /s/ Lee S. Buckner
----------------------------

Title: Group Vice President
----------------------------

UNION BANK OF CALIFORNIA, N.A.

By: /s/
---------------------------------

Title: Vice President
---------------------------------

KEY BANK OF WASHINGTON

By: /s/
---------------------------------

Title: Senior Vice President
---------------------------------

WELLS FARGO BANK, N.A.

By: /s/
---------------------------------

Title: Officer
---------------------------------

<PAGE>

AGREEMENT FOR THE SALE
AND PURCHASE OF BUSINESS ASSETS

Dated: March 28, 1997

Parties: CROWN PACIFIC LIMITED PARTNERSHIP,
a Delaware limited partnership
121 S.W. Morrison Street, Suite 1500
Portland, OR 97204 ("SELLER")

and
TEAM MILLWORK, LLC,
an Oregon limited liability company
P.O. Drawer 828
Madras, OR 97741 ("BUYER")

RECITALS:

A. Seller operates a lumber remanufacturing business (the "BUSINESS") on
the leased property in Redmond, Oregon, legally described on the attached
EXHIBIT A (the "LAND"). Seller owns certain buildings, equipment, inventories,
contract rights, leasehold interests and other assets used in connection with
the operation of the Business.

B. Buyer desires to acquire substantially all of the assets used or
useful, or intended to be used, in the operation of the Business, and Seller
desires to sell such assets to Buyer, in each case on the terms and conditions
set forth in this Agreement for the Sale and Purchase of Business Assets (the
"AGREEMENT").

AGREEMENT:

1. ASSETS SOLD, ASSIGNED AND PURCHASED; LIABILITIES ASSUMED.

1.1 ASSETS PURCHASED. Seller agrees to sell to Buyer, and Buyer
agrees to purchase from Seller, on the terms and conditions set forth in this
Agreement, the following assets (the "ASSETS"):

1.1.1 All buildings and leasehold improvements (the
"IMPROVEMENTS"); equipment, tools, furniture, and fixtures (the
"MISCELLANEOUS ASSETS"); and rolling stock (the "VEHICLES") located on the
Land and used or useful, or intended to be used, in the operation of the
Business;

1.1.2 All inventories of lumber, work-in-process, finished
goods, manufacturing supplies and merchandise used in the Business and
located on the Land as of the Closing Date (defined in Section 18.1) (the
"INVENTORY");

<PAGE>

1.1.3 Seller's interest as lessee under the Ground Lease with
respect to the Land, a copy of which is attached as EXHIBIT B (the "GROUND
LEASE"); and

1.1.4 All of Seller's rights under sales orders and contracts
of sale for merchandise inventory of the Business to which Seller is a
party as of the Closing Date and all of the Seller's rights under purchase
orders and contracts for the purchase of merchandise for the Business to
which Seller is a party as of the Closing Date (the "CONTRACT RIGHTS").

1.2 LIABILITIES ASSUMED. As of the Closing Date, Buyer shall assume
(i) Seller's obligations under the Ground Lease; (ii) responsibility for all
unfilled orders from customers of the Business assigned to Buyer pursuant to the
Section 1.1.4; and (iii) responsibility of payment for purchase orders for
inventory items that have been placed by Seller prior to the Closing Date but
have not been delivered as of the Closing Date.

2. EXCLUDED ASSETS. The Assets included in this transaction shall be
limited to those expressly described in Section 1.1 and shall in no event
include, without limitation, Seller's accounts receivable (other than accounts
receivable that have been invoiced, but as to which the goods have not been
shipped), cash, notes receivable, prepaid accounts, computers, software, books
and records, supplies with Seller's logo and letterhead.

3. PURCHASE PRICE FOR ASSETS OTHER THAN INVENTORY. The purchase price
for all of the Assets other than the Inventory shall be Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00) (the "BASE PRICE").

4. PURCHASE PRICE FOR INVENTORY. Immediately prior to the Closing
(defined in Section 18.1), Seller will take a physical inventory of the
Inventory. Buyer shall have the right to observe and inspect the taking of the
inventory. The purchase price for the Inventory (the "INVENTORY PRICE") shall
be determined based upon the results of such physical inventory and (i) in the
case of lumber, work-in-process, and finished goods, the applicable amount set
forth on the attached EXHIBIT C, or (ii) in the case of manufacturing supplies,
Seller's cost.

5. PAYMENT OF PURCHASE PRICE. The purchase price for the Assets shall be
paid as follows:

5.1 DOWN PAYMENT ON BASE PRICE. A down payment on the Base Price
equal to twenty-five percent (25%) thereof, in the amount of Six Hundred
Twenty-five Thousand and 00/100 Dollars ($625,000.00) (the "DOWN PAYMENT"),
will be paid in cash by wire transfer to the Seller on the Closing Date.

5.2 BALANCE OF BASE PRICE. The remaining balance of the Base Price,
in the amount of One Million Eight Hundred Seventy-five Thousand and 00/100
Dollars ($1,875,000.00) shall not bear interest and will be paid in cash by wire
transfer to the Seller on or before June 30, 1997. Buyer's obligation to pay
the balance of the Base Price shall be evidenced by a Promissory Note in the
form attached hereto as EXHIBIT D (the "ASSET NOTE"), which shall be executed by
Buyer and delivered to Seller at the Closing.

<PAGE>

5.3 PAYMENT OF INVENTORY PRICE. Within ten (10) business days
subsequent to the Closing Date, Seller and Buyer shall calculate the Inventory
Price in the manner provided in Section 4, based on the results of the physical
inventory taken as of the Closing Date, as provided therein. Seller shall
prepare and submit to Buyer an invoice for the Inventory Price. The Inventory
Price shall not bear interest and will be paid in cash by wire transfer to
Seller as follows:

5.3.1 A principal payment equal to one-third of the Inventory
Price shall be paid within thirty (30) days after the Closing Date;

5.3.2 An additional principal payment equal to one-third of
the Inventory Price shall be paid within sixty (60) days after the Closing
Date; and

5.3.3 A final principal payment equal to one-third of the
Inventory Price shall be paid within ninety (90) days after the Closing
Date.

Buyer's obligation to pay the Inventory Price as provided in this Section 5.3
shall be evidenced by a Promissory Note in the form attached hereto as EXHIBIT E
(the "INVENTORY NOTE"), which shall be executed by Buyer and delivered to Seller
promptly following the determination of the Inventory Price.

6. SECURITY. As security for the timely performance of all of Buyer's
obligations under the Asset Note and the Inventory Note, Buyer shall grant to
Seller first priority liens and security interests in the Assets. In order to
evidence and perfect such liens and security interests, Buyer shall execute and
deliver to Seller at Closing (i) a deed of trust with respect to the
Improvements, (ii) a security agreement with respect to the other Assets
(including the lessee's interest under the Ground Lease), (iii) Uniform
Commercial Code financing statements, (iv) appropriate documents to be filed
with the Oregon Department of Motor Vehicles to perfect Seller's security
interest in the Vehicles, and (v) such other documents as Seller may reasonably
request; PROVIDED that all of the foregoing shall be in form and substance
reasonably satisfactory to Seller, Buyer, and their respective counsel.

7. ADJUSTMENTS. Except as provided in Section 9.3, all income and
expenses associated with the operation of the Business through the close of
business on the Closing Date shall be for the account of Seller; thereafter, all
such income and expenses shall be for the account of Buyer. Expenses such as
rent under the Ground Lease, utility charges, personal property taxes, and real
property taxes, shall be prorated between Seller and Buyer as of the close of
business on the Closing Date, the proration to be made and paid, insofar as
reasonably possible, on the Closing Date, with settlement of any remaining items
to be made within fifteen (15) days following the Closing Date.

8. COLLECTION OF SELLER'S ACCOUNTS RECEIVABLE. Seller will be
responsible for collecting its accounts receivable after Closing. To the extent
that payment for any receivables of Seller is delivered to Buyer after Closing,
then Buyer will promptly remit the same to Seller.

<PAGE>

9. EMPLOYEE MATTERS.

9.1 EMPLOYEE ROSTER. Prior to Closing, Seller will deliver to Buyer
a list of the names of all persons employed by Seller in connection with the
Business (the "EMPLOYEES"), together with a statement of amounts paid to each
during 1996 and during the period from January 1, 1997 to the Closing Date.
Seller will also provide Buyer with a schedule of all regular and overtime wage
rates, employee bonus arrangements, if any, and other material compensation or
personnel benefits or policies in effect with respect to the Employees.

9.2 MODIFICATION OF EMPLOYMENT PRIOR TO CLOSING. Prior to the
Closing Date, Seller will not, without Buyer's prior written consent, enter into
any material agreement with any of the Employees, increase the rate of
compensation or bonus payable to or to become payable to any Employee, or effect
any changes in the management, personnel policies or employee benefits, except
in accordance with Seller's existing employment practices.

9.3 EMPLOYMENT SUBSEQUENT TO CLOSING. As of the Closing Date, Seller
will terminate all of the Employees and will pay each Employee all wages,
overtime, and accrued vacation pay due for the period through the Closing Date
(except that any wage costs associated with the graveyard shift that commences
on the Closing Date, if such shift is operated, shall be borne by Buyer). As of
the Closing Date, Buyer shall offer to all Employees (other than the current
plant and sales managers) an opportunity to apply for employment with Buyer.
Employees hired by Buyer shall be retained for at least ninety (90) days after
the Closing Date; PROVIDED that Buyer shall be entitled to terminate any such
Employee for cause. In all events, Buyer agrees to offer employment to a
sufficient number of the Employees to avoid creating any obligations or
liabilities for Seller under the WARN Act, unless such Employees do not pass
Buyer's standard drug or alcohol tests. Buyer further agrees that any Employees
hired by Buyer shall receive wages and benefits comparable to the wages paid and
the benefits made available to Buyer's other employees. Buyer agrees to provide
information describing such wages and benefits to the Employees at the time they
apply for employment with Buyer.

9.4 GRANDFATHER CLAUSE Buyer agrees that, for the purposes of
determining eligibility for employee benefits, including vacation accrual and
pay, health, dental and life insurance benefits, profit sharing, 401(k) and
pension benefits, Buyer will establish the date of hire for those Employees
hired by Buyer as the later of (i) the actual date each such Employee was
originally hired by Seller; or (ii) September 8, 1993.

9.5 WARN ACT INDEMNITY. Buyer acknowledges that, in reliance upon
Buyer's agreements pursuant to Section 9.3 to offer the opportunity to apply for
employment with Buyer to all Employees (other than the current plant and sales
managers) and to hire a sufficient number of the Employees to avoid creating any
obligations or liabilities for Seller under the WARN Act, Seller has not given
and will not give any notice to the Employees pursuant to the WARN Act.
Accordingly, and regardless of the number of Employees actually hired by Buyer,
Buyer agrees that it will be solely responsible for any obligations or
liabilities arising under the WARN Act on account of Seller's termination of the
Employees and that it will

<PAGE>

indemnify, defend, and hold harmless Seller with respect to all such
obligations and liabilities and all related claims, losses, and expenese
(including reasonable attorneys' fees).

9.6 PROVISION OF CERTAIN EMPLOYEE BENEFITS. For the month of April
1997, Seller shall cause all of the Employees to continue to be covered on its
medical and dental insurance plans. Buyer shall reimburse Seller promptly upon
demand for all premiums and other costs associated with providing such benefits
to all Employees, whether or not hired by Buyer.

10. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Buyer as follows:

10.1 PARTNERSHIP EXISTENCE. Seller is a limited partnership duly
organized, validly existing, and in good standing under the laws of the State of
Delaware. Seller has all requisite power and authority to own or lease and to
operate the Assets, to carry on the Business as it is being conducted as of the
date of this Agreement, and to enter into and perform its obligations under this
Agreement.

10.2 AUTHORIZATION. Seller's execution, delivery and performance of
this Agreement has been duly authorized and approved by the Board of Control of
the General Partner of Seller, and this Agreement constitutes a valid and
binding agreement of Seller, enforceable in accordance with its terms.

10.3 TITLE TO ASSETS. Seller has good and marketable title to the
Assets, free and clear of restrictions on or conditions to transfer or
assignment, and free and clear of liens, pledges, charges or encumbrances;
PROVIDED, HOWEVER, that the consent of the lessor under the Ground Lease is
required for the assignment thereof.

10.4 BROKERS AND FINDERS. Seller has not employed any broker or
finder in connection with the transactions contemplated by this Agreement, nor
has Seller taken action that would give rise to a valid claim against any party
for a brokerage commission, finder's fee or other like payment.

10.5 TRANSFER NOT SUBJECT TO ENCUMBRANCES OR THIRD PARTY APPROVAL.
The execution and delivery of this Agreement by Seller and the consummation of
the contemplated transactions will not result in the creation or imposition of
any valid lien, charge or encumbrance on any of the Assets, and will not require
the authorization, consent or approval of any third party, including any
governmental subdivision or regulatory agency, other than the consent of the
lessor pursuant to the terms of the Ground Lease, which Seller will use all
reasonable efforts to obtain prior to Closing.

10.6 LABOR AGREEMENTS AND DISPUTES. Seller is not a party to or
otherwise subject to any collective bargaining or other agreement governing the
wages, hours and terms of employment of any of the Employees. Seller is not
aware of any labor dispute or labor trouble involving any of the Employees.

<PAGE>

10.7 NON-CANCELABLE CONTRACTS. At the time of Closing, there will be
no material leases, employment contracts, contracts for services or maintenance,
or other similar contracts existing or relating to or connected with the
operation of Seller's remanufacturing business that are not cancelable without
penalty, other than the Ground Lease and the contracts included in the Contract
Rights.

10.8 COMPLIANCE WITH CODES AND REGULATIONS. Seller has no knowledge
that the Improvements violate any provisions of any applicable building codes,
fire regulations, building restrictions, or other ordinances, orders or
regulations.

10.9 LITIGATION. Seller has no knowledge of any claim, litigation,
proceeding or investigation, pending or threatened against Seller, that might
result in any material adverse change in the Business or the condition of the
Assets.

10.10 ENVIRONMENTAL. At the time Seller acquired the Business
from its predecessor, DAW Forest Products, L.P., it had conducted an
environmental assessment of the Land and the Improvements (collectively, the
"REAL PROPERTY"), the final and Level II Environment Site Assessment work
product of which was memorialized in a report of Century West Engineering
Corporation dated August 30, 1993, a copy of which has been provided to Buyer
(the "ENVIRONMENTAL REPORT"). Pursuant to the Environmental Report, no
substantive environmental problem was found and no remediation was recommended.
Except for those non-substantive items discussed in the Environmental Report,
Seller has not received written notification from any governmental authority
stating that the Real Property or any part thereof is (i) targeted for clean-up
or remediation of Hazardous Substance (hereinafter defined) or (ii) otherwise
not in compliance with applicable Environmental Laws (hereinafter defined). To
Seller's knowledge, there are no (i) Hazardous Substances on, in, or under the
Real Property or any part thereof which are in violation of applicable
Environmental Laws; or (ii) Underground Storage Tanks on or under the Land, the
Improvements, or any part thereof. The term "HAZARDOUS SUBSTANCE" means any
substance, material, liquid or gas defined or designated as hazardous or toxic
(or by any similar term) under any Environmental Law, including, without
limitation, petroleum products and friable materials containing more than one
percent (1%) asbestos by weight. The term "ENVIRONMENTAL LAW" means any
federal, state or local law, ordinance, order, rule or regulation relating to
pollution, protection of the environment, or actual or threatened releases,
discharges or emissions into the environment.

10.11 PHYSICAL CONDITION OF ASSETS. To Seller's actual knowledge,
there are no material physical defects in any of the tangible Assets that could
not be discovered upon a reasonably diligent inspection.

10.12 RENEWAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties of Seller contained in this Section 10 or
elsewhere in this Agreement shall be deemed made as of the date of this
Agreement and renewed as of the Closing Date.

10.13 NO OTHER REPRESENTATIONS AND WARRANTIES. Buyer hereby
acknowledges and agrees that Seller has made no representations or warranties
with respect to the Business, the Assets, or the transactions contemplated by
this Agreement, other than those expressly set forth

<PAGE>

in this Section 10 or elsewhere in this Agreement. Buyer acknowledges that
it has investigated the Business and the Assets to its satisfaction and
agrees that, subject to the representations and warranties of Seller set
forth in this Section 10 or elsewhere in this Agreement, Buyer is purchasing
the Assets "AS IS, WITH ALL FAULTS," including latent defects, if any.
Without limiting the generality of the foregoing provisions of this Section
10.13, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY WHATSOEVER WITH
RESPECT TO THE ASSETS OR THE BUSINESS.

11. REPRESENTATIONS OF BUYER. Buyer represents and warrants to Seller as
follows:

11.1 CORPORATE EXISTENCE. Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Oregon.
Buyer has all requisite power and authority to enter into and perform its
obligations under this Agreement.

11.2 AUTHORIZATION. Buyer's execution, delivery and performance of
this Agreement has been duly authorized and approved by the Board of Directors
and, if necessary, the shareholders of Buyer, and this Agreement constitutes a
valid and binding agreement of Buyer, enforceable in accordance with its terms.

11.3 BROKERS AND FINDERS. Buyer has not employed any broker or finder
in connection with the transactions contemplated by this Agreement, nor has
Buyer taken action that would give rise to a valid claim against any party for a
brokerage commission, finder's fee or other like payment.

11.4 LITIGATION. Buyer has no knowledge of any claim, litigation,
proceeding or investigation, pending or threatened against Buyer, that might
adversely affect Buyer's ability to consummate this transaction.

11.5 RENEWAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties of Buyer contained in this Section 11 or elsewhere in this
Agreement shall be deemed made as of the date of this Agreement and renewed as
of the Closing Date.

12. COVENANTS OF SELLER.

12.1 SELLER'S OPERATION OF BUSINESS PRIOR TO CLOSING. Seller agrees
that, between the date of this Agreement and the Closing Date, Seller will:

12.1.1 Continue to operate the Business in a reasonable and
prudent manner, in the usual and ordinary course in accordance with its
practices as of the date of this Agreement, and in substantial conformity
with all applicable laws, ordinances, regulations, rules or orders, and
will use all reasonable efforts to preserve its business organization and
its existing relationships with the customers and suppliers of the Business
and others having business relations with Seller in connection with the
Business.

<PAGE>

12.1.2 Not assign, sell, lease or otherwise transfer or
dispose of any of the Assets used in the performance of the Business,
except for the sale of inventory in the normal and ordinary course of
business.

12.1.3 Maintain all of the Assets, other than inventories, in
substantially their condition as of the date of this Agreement, reasonable
wear and tear and ordinary use excepted, and maintain the inventories at
levels consistent with Seller's usual and ordinary course of business as
of the date of this Agreement; PROVIDED that Seller shall use all
reasonable efforts to reduce its inventories to the maximum extent possible
consistent with Seller's obligations under Section 12.1.1.

12.2 ACCESS TO PREMISES AND INFORMATION. At reasonable times prior to
the Closing Date, Seller will provide Buyer and its representatives with
reasonable access during business hours to the Assets and the books and records
of Seller related thereto, and shall furnish such additional information
concerning the Business and the Assets as Buyer from time to time may reasonably
request. Without limiting the generality of the foregoing, Buyer shall be
entitled to undertake, at its sole cost and expense, a Level 1 environmental
inspection of the Land and the Improvements, so long as Buyer promptly repairs
any resulting damage thereto. Buyer shall indemnify, defend, and hold harmless
Seller from and against any and all claims, losses, liabilities, or expenses
(including reasonable attorneys' fees) arising or resulting from Buyer's
activities pursuant to this Section 12.2.

12.3 SATISFACTION OF CONDITIONS AND CONSUMMATION OF TRANSACTION.
Seller will use all reasonable efforts to satisfy all conditions to its
consummation of the transactions contemplated by this Agreement and will do all
reasonable acts and things required to perform its obligations hereunder and to
consummate such transactions as provided herein.

13. COVENANTS OF BUYER.

13.1 SATISFACTION OF CONDITIONS AND CONSUMMATION OF TRANSACTION.
Buyer will use all reasonable efforts to satisfy all conditions to its
consummation of the transactions contemplated by this Agreement and will do all
reasonable acts and things required to perform its obligations hereunder and to
consummate such transactions as provided herein.

13.2 CONFIDENTIAL INFORMATION. If, for any reason, the sale and
purchase of the Assets does not close, Buyer will not disclose to any third
party any confidential information with respect to the Business or the Assets
received from Seller pursuant this Agreement.

14. CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS. The obligation of Buyer
to purchase the Assets shall be subject to the satisfaction of each of the
following conditions, any one or portion of which may be waived in writing by
Buyer:

14.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER. All
representations and warranties made in this Agreement by Seller shall be true as
of the Closing Date, as fully as if those representations and warranties had
been made on or as of the

<PAGE>

Closing Date, and as of the Closing Date, Seller shall not have violated or
failed to perform any covenant of Seller contained in this Agreement.

14.2 LICENSES AND PERMITS. Buyer shall have obtained all licenses and
permits from public authorities necessary to authorize its ownership and
operation of the Business.

14.3 CONDITION OF BUSINESS. There shall have been no material adverse
change in the manner of operation of the Business.

14.4 LESSOR'S CONSENT. Seller shall have obtained the consent of the
lessor under the Ground Lease to the assignment thereof to Buyer as contemplated
by this Agreement.

14.5 NO SUITS OR ACTIONS. As of the Closing Date, no suit, action or
other proceeding shall have been threatened or instituted to restrain, enjoin,
or otherwise prohibit the consummation of transaction contemplated by this
Agreement.

15. CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS. The obligation of
Seller to sell and transfer the Assets to Buyer shall be subject to the
satisfaction of each of the following conditions, any one or portion of which
may be waived in writing by Seller:

15.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER. All
representations and warranties made in this Agreement by Buyer shall be true as
of the Closing Date, as fully as if those representations and warranties had
been made on or as of the Closing Date, and as of the Closing Date, Buyer shall
not have violated or failed to perform any covenant of Seller contained in this
Agreement.

15.2 LESSOR'S CONSENT. Seller shall have obtained the consent of the
lessor under the Ground Lease to the assignment thereof to Buyer as contemplated
by this Agreement, and to Buyer's assignment of its interest under the Ground
Lease to Seller as security for Buyer's obligations under the Asset Note and the
Inventory Note.

15.3 NO SUITS OR ACTIONS. As of the Closing Date, no suit, action or
other proceeding shall have been threatened or instituted to restrain, enjoin,
or otherwise prohibit the consummation of transaction contemplated by this
Agreement.

15.4 BRIGHT WOOD GUARANTEE. Bright Wood Corp., an affiliate of Buyer
("BRIGHT WOOD"), shall have guarantied the performance of Buyer's obligations
under this Agreement, the Asset Note, the Inventory Note, the Assignment and
Assumption Agreement contemplated by Section 18.2.4, and the Lumber Supply
Agreement contemplated by Section 18.2.5, pursuant to a Guaranty in form and
substance satisfactory to Seller and Bright Wood.

16. RISK OF LOSS. Risk of loss, damage or destruction with respect to the
Assets shall be borne by Seller until the Closing Date. In the event of any
such loss, damage or destruction, Seller, to the extent practicable, shall
replace any lost property and repair or cause to be repaired any damaged
property to substantially its condition as of the date of this Agreement. If any
such replacement, repair, or restoration is not completed by the Closing Date,
the purchase price for

<PAGE>

the Assets shall be adjusted by an amount agreed to between Buyer and Seller
as being the cost of completing the replacement, repair or restoration
following Closing. If Buyer and Seller are unable to agree, then either
party, upon notice to the other party, may rescind this Agreement, in which
event this Agreement shall be of no further force and effect and the Deposit
shall be returned to the Buyer.

17. INDEMNIFICATION AND SURVIVAL.

17.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made in this Agreement shall survive the Closing and be fully
enforceable thereafter, except that any party to whom a representation or
warranty has been made in this Agreement shall be deemed to have waived any
breach of such representation or warranty of which such party had knowledge
prior to Closing. Any party learning of a breach of any representation or
warranty under this Agreement shall immediately give notice thereof to the other
party. The representations and warranties in this Agreement shall terminate and
be of no further force and effect on and as of the first anniversary of the
Closing Date, except for any claim with respect to which notice has given to the
party to be charged prior to such expiration date.

17.2 SELLER'S INDEMNIFICATION. Seller agrees to indemnify, defend, and
hold harmless Buyer from and against any and all claims, liabilities and
obligations of every kind and description, contingent or otherwise, arising out
of or related to the operation of the Business prior to the close of business on
the day immediately preceding the Closing Date, except for claims, liabilities
and obligations of Seller expressly assumed by Buyer under this Agreement or
paid by insurers maintained by Seller or Buyer. Subject to the provisions of
Section 17.1, Seller further agrees to indemnify, defend, and hold harmless
Buyer from any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or covenant, or nonfulfillment of any
agreement on the part of Seller under this Agreement.

17.3 BUYER'S INDEMNIFICATION. Buyer agrees to indemnify, defend, and
hold harmless Seller from and against any and all claims, liabilities and
obligations of every kind and description, contingent otherwise, arising out of
or related to the operation of the Business from and after the Closing Date or
arising out of Buyer's failure to perform any obligation of Seller assumed by
Buyer pursuant to this Agreement. Subject to the provisions of Section 17.1,
Buyer further agrees to indemnify, defend, and hold harmless Seller from any and
all damages or deficiencies resulting from any misrepresentation, breach of
warranty or covenant, or nonfulfillment of any agreement on the part of Buyer
under this Agreement.

18. CLOSING.

18.1 TIME AND PLACE. The closing of the sale and purchase of the
Assets pursuant to this Agreement (the "CLOSING") shall occur in escrow at the
offices of Chicago Title Insurance Company ("ESCROW AGENT") in Portland, Oregon,
or at such other location as the parties may agree, in either case on or before
March 31, 1997. The date on which the Closing occurs is referred to herein as
the "CLOSING DATE."

18.2 EVENTS OF CLOSING. At the Closing, the following shall occur:

<PAGE>

18.2.1 Buyer shall pay the Down Payment (subject to any
adjustments pursuant to Section 7) to Seller by wire transfer of
immediately available funds to Escrow Agent.

18.2.2 Buyer shall execute and deliver to Seller the Asset
Note and the security documents contemplated by Section 6.

18.2.3 Seller shall execute, acknowledge (to the extent
required), and deliver to Buyer (i) a Statutory Special Warranty Deed (the
"DEED") conveying the Improvements to Buyer, free and clear of all liens
and encumbrances suffered or created by Buyer other than the exceptions no.
2 through 24, inclusive, set forth in the Preliminary Title Report attached
as EXHIBIT F (the "PERMITTED EXCEPTIONS"), (ii) a Bill of Sale with respect
to the Inventory, the Miscellaneous Assets, and the Vehicles, and (iii)
certificates of title with respect to the Vehicles.

18.2.4 Seller and Buyer shall execute, acknowledge (to the
extent required), and deliver counterpart originals of (i) an Assignment
and Assumption Agreement assigning and transferring to Buyer all of
Seller's right, title, and interest in and to the Ground Lease and the
Contract Rights and providing for Buyer's assumption of Seller's
obligations thereunder as of the Closing Date, and (ii) a recordable
Memorandum of Assignment with respect to the Ground Lease (the
"MEMORANDUM").

18.2.5 Seller and Buyer shall execute and deliver counterpart
originals of a Lumber Supply Agreement in the form attached as EXHIBIT G,
pursuant to which Seller shall agree to sell to Buyer, at market prices and
on the other terms and conditions set forth therein, (i) during each of the
24 consecutive calendar months beginning with the month following the
Closing Date (the "INITIAL SUPPLY PERIOD"), not less than 2 million board
feet of 1-9/16 inch Grade 3 and Better Random Width Random Length Ponderosa
Pine Shop Lumber; and (ii) during each of the 36 consecutive calendar
months following the end of the Initial Supply Period, not less than the
lesser of (a) 2 million board feet of 1-9/16 inch Grade 3 and Better Random
Width Random Length Ponderosa Pine Shop Lumber, or (b) 26% of Seller's
production of such lumber at its sawmills in Gilchrist and Prineville,
Oregon. Seller acknowledges that the Supply Agreement is a material
inducement to Buyer's decision to enter into this transaction.

18.2.6 Seller shall execute and deliver to Buyer a certificate
in the form required by applicable regulations under Section 1445 of the
Internal Revenue Code of 1986, as amended, affirming that Seller is not a
foreign person (as that term is defined therein) and containing such other
information as may be required thereunder.

18.2.7 Escrow Agent shall arrange for (i) recordation of the
Deed, the Memorandum, and the deed of trust in favor of Seller with respect
to the Improvements, and (ii) recordation or filing, as appropriate, of the
Uniform Commercial Code financing statements contemplated by Section 6.

<PAGE>

18.2.8 The parties shall take such other actions as may be
reasonably necessary to complete the Closing in accordance with this
Agreement.

18.3 CLOSING COSTS. The costs associated with the Closing shall be
allocated as follows:

18.3.1 Seller shall pay (i) one-half of the escrow fee of
Escrow Agent, (ii) all recording fees with respect to any instruments
necessary to remove from title to the Real Property any liens,
encumbrances, charges, or other title exceptions that do not constitute
Permitted Exceptions, and (iii) the premium for the title insurance policy
contemplated by Section 18.4.

18.3.2 Buyer shall pay (i) one-half of the escrow fee of
Escrow Agent, and (ii) all recording and filing fees with respect to
documents to be recorded pursuant to Section 18.2.7.

18.3.3 Except as expressly provided in this Agreement, each
party shall bear all costs and expenses incurred by such party in
connection with this transaction.

18.4 TITLE INSURANCE POLICY. As soon as practicable after the Closing
Date, Seller shall cause Escrow Agent to deliver to Buyer, at Seller's expense,
a standard coverage policy of title insurance with respect to the Real Property,
insuring Buyer's interest as lessee of the Land and its fee simple title to the
Improvements, subject only to the Permitted Exceptions, the standard preprinted
exceptions to such policies, and any liens or encumbrances suffered or created
by Buyer. The coverage amount of such policy shall be equal to the amount of
the Base Price agreed by the parties to be allocated to the Ground Lease and the
Improvements.

18.5 POSSESSION. Buyer shall be entitled to possession of the Assets
immediately upon the Closing, subject, in the case of the Real Property, to the
rights of third parties under the Permitted Exceptions.

18.6 FORM OF CLOSING DOCUMENTS. All closing documents contemplated by
this Section 18 shall be in form and substance reasonably satisfactory to
Seller, Buyer, and their respective counsel.

19. DEFAULT; REMEDIES.

19.1 TIME OF ESSENCE. Time is of the essence of the parties'
obligations under this Agreement.

19.2 REMEDIES.

19.2.1 In the event Buyer fails to consummate its purchase of
the Assets in accordance with this Agreement notwithstanding the
satisfaction or waiver of all conditions to Buyer's obligation to do so,
Seller shall be entitled to retain the Deposit as liquidated damages, which
payment shall be Seller's sole remedy against Buyer on

<PAGE>

account of such failure to consummate this transaction. Seller and Buyer
acknowledge and agree that the damages incurred by Seller on account of
such a failure to close by Buyer would be difficult to ascertain with
reasonable certainty and that the amount of the Deposit constitutes a
reasonable approximation of such damages and not a penalty.

19.2.2 Except as otherwise provided in Section 19.2.1 with
respect to a failure by Buyer to consummate this transaction, if either
party fails to perform fully its obligations under this Agreement, the
other party shall be entitled to pursue all remedies available at law or in
equity, including, in the case of a failure by Seller to consummate this
transaction, the remedy of specific performance.

20. GENERAL PROVISIONS.

20.1 BINDING EFFECT. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.

20.2 ASSIGNMENT. Buyer shall be entitled to assign its rights and
obligations under this Agreement only upon obtaining Seller's prior written
consent, which consent will not be unreasonably withheld.

20.3 NOTICES. All notices under this Agreement shall be in writing.
Notices may be (i) delivered personally, (ii) transmitted by facsimile, (iii)
delivered by a recognized national overnight delivery service, or (iv) mailed by
certified United States mail, postage prepaid and return receipt requested.
Notices to any party shall be directed to the applicable address set forth
below, or to such other address as either party may specify by notice to the
other party. Any notice delivered in accordance with this Section 9.4 shall be
deemed given when actually received or, if earlier, (a) in the case of any
notice transmitted by facsimile, on the date on which the transmitting party
receives confirmation of receipt by facsimile transmission, telephone, or
otherwise, (b) in the case of any notice delivered by a recognized national
overnight delivery service, on the next business day after delivery to the
service or, if different, on the day designated for delivery, or (c) in the case
of any notice mailed by certified U.S. mail, two business days after deposit
therein.

If to Seller: Crown Pacific Limited Partnership
121 S.W. Morrison Street, Suite 1500
Portland, Oregon 97204
Facsimile No: (503) 228-4875
Attn: Roger L. Krage

With a copy to: Ball Janik LLP
101 S.W. Main Street, Suite 1100
Portland, OR 97204
Facsimile No.: (503) 226-3910
Attn: William H. Perkins

<PAGE>

If to Buyer: Team Millwork, LLC
P.O. Drawer 828
Madras, OR 97741
Facsimile No: (541) 475-3995
Attn: Dallas Stovall

With a copy to: Steven M. Cyr
4850 S.W. Scholls Ferry Rd., Suite 305
Portland, OR 97225
Facsimile No.: (503) 297-7393

20.4 AMENDMENT. This Agreement may not be modified or amended except
by the written agreement of the parties.

20.5 ATTORNEYS' FEES. If a suit, action, or other proceeding of any
nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is
instituted in connection with any controversy arising out of this Agreement or
to interpret or enforce any rights hereunder, the prevailing party shall be
entitled to recover its attorneys', paralegals', accountants', and other
experts' fees and all other fees, costs, and expenses actually incurred and
reasonably necessary in connection therewith, as determined by the court at
trial or on any appeal or review, in addition to all other amounts provided by
law.

20.6 SEVERABILITY. If any provision of this Agreement is found by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, then
(i) such provision shall be enforceable to the fullest extent permitted by
applicable law, and (ii) the validity and enforceability of the other provisions
of this Agreement shall not be affected and all such provisions shall remain in
full force and effect.

20.7 INTEGRATION. This Agreement contains the entire agreement and
understanding of the parties with respect to the purchase and sale of the
Property and supersedes all prior and contemporaneous agreements between them
with respect to such purchase and sale, including that certain letter agreement
dated February 24, 1997. The parties acknowledge and agree that there are no
agreements or representations relating to the subject matter of this Agreement,
either written or oral, express or implied, that are not set forth in this
Agreement or in the Exhibits to this Agreement.

20.8 CONSTRUCTION AND INTERPRETATION. The headings or titles of the
sections of this Agreement are intended for ease of reference only and shall
have no effect whatsoever on the construction or interpretation of any provision
of this Agreement; references herein to sections are to sections of this
Agreement unless otherwise specified. Meanings of defined terms used in this
Agreement are equally applicable to singular and plural forms of the defined
terms. As used herein, (i) the term "party" refers to a party to this
Agreement, unless otherwise specified, (ii) the terms "hereof," "herein,"
"hereunder," and similar terms refer to this Agreement as a whole and not to any
particular provision of this Agreement, (iii) the term "this transaction" refers
to the transaction(s) contemplated by this Agreement, and (iv) the term
"including" is not limiting and means "including without limitation." In the
event any period of time specified in this

<PAGE>

Agreement ends on a day other than a business day, such period shall be
extended to the next following business day. All provisions of this Agreement
have been negotiated at arm's length and this Agreement shall not be
construed for or against any party by reason of the authorship or alleged
authorship of any provision hereof.

20.9 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon (without regard to the
principles thereof relating to conflicts of laws).

20.10 EXECUTION. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same agreement.
Each party may rely upon the signature of each other party on this Agreement
that is transmitted by facsimile as constituting a duly authorized, irrevocable,
actual, current delivery of this Agreement with the original ink signature of
the transmitting party.

20.11 FURTHER ASSURANCES. Each party agrees to execute and
deliver such additional documents and instruments as may reasonably be required
to effect this transaction fully, so long as the terms thereof are consistent
with the terms of this Agreement.

20.12 NO THIRD PARTY BENEFICIARIES. This Agreement is made and
entered into for the sole protection and legal benefit of Seller, Buyer, and
their respective successors and permitted assigns, and no other person or entity
shall be a direct or indirect legal beneficiary of, or have any direct or
indirect cause of action or claim in connection with, this Agreement.

20.13 STATUTORY DISCLAIMER. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES.
THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR
FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH
LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN
ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING
FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY
PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR
STRUCTURES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST
PRACTICES AS DEFINED IN ORS 30.930.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.

SELLER: CROWN PACIFIC LIMITED PARTNERSHIP,
a Delaware limited partnership

By: CROWN PACIFIC MANAGEMENT LIMITED PARTNERSHIP,
its General Partner

By: /s/ Roger L. Krage
-------------------------
Roger L. Krage, Secretary

BUYER: TEAM MILLWORK, LLC,
an Oregon limited liability company

By: /s/ Dallas R. Stovall
------------------------
Title: Managing Member
---------------------

<PAGE>

Exhibit 10.2

LUMBER SUPPLY AGREEMENT
THIS LUMBER SUPPLY AGREEMENT (the "AGREEMENT") is made and entered
into as of March 28, 1997 by and between CROWN PACIFIC LIMITED PARTNERSHIP, a
Delaware limited partnership ("CROWN PACIFIC"), and TEAM MILLWORK, LLC, an
Oregon limited liability company ("BRIGHT WOOD").

RECITALS:

A. Pursuant to that certain Agreement for Sale and Purchase of Business
Assets dated as of March 28, 1997 (the "PURCHASE AGREEMENT"), Crown Pacific has
sold to Team Millwork certain assets used in connection with a lumber
remanufacturing business located in Redmond, Oregon (the "BUSINESS").

B. As contemplated by the Purchase Agreement, Crown Pacific and Team
Millwork wish to provide for Crown Pacific's sale to Team Millwork and Team
Millwork's purchase from Crown Pacific of certain lumber requirements associated
with the Business, on the terms and conditions set forth herein.

AGREEMENTS:

In consideration of the foregoing and the mutual covenants of the parties
set forth in this Agreement, the parties, intending to be legally bound, agree
as follows:

1. AGREEMENT TO SELL AND PURCHASE.

1.1 MINIMUM VOLUMES. Subject to the provisions of Sections 1.2
through 1.4, inclusive, Crown Pacific agrees to make available for sale to Team
Millwork, on the terms and conditions set forth in this Agreement, the following
volumes of 1-9/16 inch Grade 3 and Better Random Width Random Length Ponderosa
Pine Shop Lumber ("SHOP LUMBER"):

1.1.1 During each calendar month commencing in April 1997 and
continuing to and including the month of March 1999 (as such period may be
extended pursuant to Section 1.3.2, the "INITIAL SUPPLY PERIOD"), 2.0 million
board feet ("MMBF") of Shop Lumber; and

1.1.2 During each of the 36 consecutive calendar months
commencing with the calendar month immediately following the end of the Initial
Supply Period (as such 36-month period may be extended pursuant to Section
1.3.3, the "SECOND SUPPLY PERIOD"), the lesser of (i) 2.0 MMBF of Shop Lumber,
or (ii) 26% of the aggregate volume of Shop Lumber produced in Crown Pacific's
sawmill in Gilchrist, Oregon (the "GILCHRIST MILL") and its sawmill in
Prineville, Oregon (the "PRINEVILLE MILL" and, together with the Gilchrist Mill,
the "MILLS") during the calendar month in question.

The minimum volume of Shop Lumber that Crown Pacific is required to make
available for sale to Team Millwork during any calendar month pursuant to
Section 1.1.1 or 1.1.2, as applicable, is

<PAGE>

referred to herein as the "MINIMUM VOLUME." The Initial Supply Period and the
Second Supply Period are together referred to herein as the "TERM." Nothing in
this Agreement is intended or shall be construed to prevent Crown Pacific from
selling to Team Millwork, or Team Millwork from purchasing from Crown Pacific,
Shop Lumber in excess of the Minimum Volume.

1.2 EFFECT OF MILL CLOSURE OR SALE. In the event that Crown Pacific
permanently closes or sells either of the Mills at any time during the Initial
Supply Period, the Minimum Volume shall be reduced for each calendar month
during the remainder of the Initial Supply Period from and after the month
during which such closure or sale occurs to 26% of the volume of Shop Lumber
produced in the remaining Mill during such calendar month. In the event that
Crown Pacific permanently closes or sells both the Mills at any time during the
Term, Crown Pacific's obligation to sell Shop Lumber to Team Millwork pursuant
to this Agreement shall automatically terminate and be of no further force and
effect.

1.3 FORCE MAJEURE.

1.3.1 For purposes of this Agreement, a "FORCE MAJEURE EVENT"
shall be deemed to have occurred if the production of Shop Lumber at one or both
of the Mills is substantially reduced or prevented due to (i) any strike,
lockout, or other labor difficulty; (ii) any fire or other casualty; (iii)
weather, (iv) the unavailability of sufficient raw materials or supplies
resulting from any of the events described in the foregoing clauses (i) through
(iii), inclusive, governmental restrictions on the harvest of timber, or
transportation difficulties; or (iv) any act of God.

1.3.2 If a Force Majeure Event during the Initial Supply
Period reduces, but does not prevent, the production of Shop Lumber at the
Mills, the Minimum Volume shall be reduced to 26% of the aggregate volume of
Shop Lumber produced in the Mills during each month that such Force Majeure
Event continues. If a Force Majeure Event during the Initial Supply Period
prevents the production of Shop Lumber at the Mills, Crown Pacific shall have no
obligation hereunder to sell Shop Lumber to Team Millwork during the period when
production is so prevented. If, as a result of a Force Majeure Event during the
Inital Supply Period, Crown Pacific has made available for purchase by Team
Millwork hereunder less that the Minimum Volume during any calendar month, Team
Millwork shall have the following options with respect to the purchase of the
resulting shortfall in the Minimum Volume (the "SHORTFALL"):

(a) Team Millwork may purchase some or all of the Shortfall
in any subsequent month during the Initial Supply Period; PROVIDED that the
amount so purchased added to the Minimum Volume for such month does not
exceed 26% of the aggregate volume of Shop Lumber produced in the Mills
during the month in question;

(b) Team Millwork may, by notice to Crown Pacific, extend
the Initial Supply Period by one calendar month for each 2.0 MMBF (or
fraction thereof) of the Shortfall that has not recovered been by Team
Millwork pursuant to Section 1.3.2(a); and

<PAGE>

(c) Team Millwork may, by notice to Crown Pacific, extend
the Second Supply Period by one calendar month for each 2.0 MMBF (or
fraction thereof) of the Shortfall that has not been recovered by Team
Millwork pursuant to Section 1.3.2(a) or reflected in an extension of the
Initial Supply Period pursuant to Section 1.3.2(b).

1.3.3 If a Force Majeure Event occurs during the Second
Supply Period and prevents the production of Shop Lumber at the Mills, Crown
Pacific shall have no obligation hereunder to sell Shop Lumber to Team Millwork
during the period when production is so prevented, and the Second Supply Period
shall be extended by the number of months during which production of Shop Lumber
continues to be prevented due to such Force Majeure Event.

1.4 EFFECT OF DELINQUENT PAYMENTS.

1.4.1 In the event that Team Millwork fails to pay when due
any invoice for Shop Lumber sold pursuant to this Agreement, Crown Pacific may,
at its sole option and in addition to any other remedies it may have as a result
of such delinquent payment, to suspend the sale of Shop Lumber under this
Agreement until the invoiced amount has been paid in full. The Minimum Volume
for any partial calendar month during which such a suspension occurs shall be
reduced pro rata based upon the number of days during such month that such
suspension continues.

1.4.2 In the event any invoice for Shop Lumber sold pursuant
to this Agreement is not paid in full within 30 days after the due date for such
invoice, Crown Pacific may, at its sole option and in addition to any other
remedies it may have as a result of such delinquent payment, terminate this
Agreement by notice given to Team Millwork at any time prior to the date on
which the delinquent invoice is paid in full.

1.4.3 Crown Pacific's failure to exercise its right to
suspend the sale of Shop Lumber pursuant to Section 1.4.1 or to terminate this
Agreement pursuant to Section 1.4.2 on account of any delinquent payment shall
not constitute a waiver of its right to do so at any time that such payment
remains unpaid or in the event of any future delinquent payment.

2. NO OBLIGATION TO PURCHASE; PRODUCTION ORDERS. Team Millwork shall not
be obligated to purchase any minimum volume of Shop Lumber pursuant to this
Agreement, but any Shop Lumber purchased by Team Millwork from Crown Pacific
during the term of this Agreement shall be sold and purchased on the terms and
conditions set forth herein. At any time during the last week of any calendar
month during the Term, Team Millwork may give notice to Crown Pacific (each a
"PRODUCTION ORDER") setting forth the volume of Shop Lumber that Team Millwork
wishes to purchase during the following calendar month and when during such
calendar month Team Millwork wishes to take delivery of specified volumes of
such Shop Lumber. Unless otherwise specified by Crown Pacific, Production
Orders shall be submitted to Crown Pacific's office located at 1 Sawmill Road,
P.O. Box 638, Gilchrist, OR 97737 (fax no. (541) 433-9581), Attn: Rick Steers.
Upon submitting a Production Order, Team Millwork shall be obligated to purchase
the Shop Lumber specified in such Production Order on the terms and

<PAGE>

conditions set forth herein. Crown Pacific shall notify Team Millwork promptly
when Shop Lumber sold and purchased pursuant to this Agreement is available for
pickup.

3. PRICE AND PAYMENT.

3.1 PURCHASE PRICE. The purchase price for all Shop Lumber shall be
F.O.B. the Mill at which such Shop Lumber is produced. The purchase price for
all Shop Lumber included in any Production Order shall be equal to the price for
such Shop Lumber set forth in RANDOM LENGTHS (or, if RANDOM LENGTHS ceases to be
published, such comparable industry publication as may be selected by Crown
Pacific) for the Friday prior to shipment of such Shop Lumber, plus the premium
or minus the discount, as the case may be, generally quoted by Crown Pacific to
its customers for the purchase of comparable lumber at the time the applicable
Production Order is submitted. At the time each Production Order is submitted,
Crown Pacific shall specify the premium or discount to be applied in determining
the purchase price for the Shop Lumber included in such Production Order.

3.2 PAYMENT TERMS. Crown Pacific shall invoice Team Millwork for
Shop Lumber purchased pursuant to this Agreement on or promptly after the date
such Shop Lumber is first available for pickup at the Gilchrist Mill or the
Prineville Mill, as applicable. Each invoice shall be payable in full on or
before the 14th day after the invoice date; PROVIDED that any invoice paid in
full on or before the 13th day after the invoice date shall be subject to a
discount equal to 1.0% of the amount of such invoice. Notwithstanding the
foregoing, in the event Crown Pacific modifies its standard billing and payment
procedures at any time and from time to time during the term of this Agreement,
such modified procedures shall apply to all Shop Lumber purchased by Team
Millwork pursuant to this Agreement from and after the date on which Crown
Pacific gives Team Millwork notice of such change.

4. TRANSPORTATION. Team Millwork shall be solely responsible for
arranging, and for paying all costs and expenses associated with, the shipment
of Shop Lumber purchased pursuant to this Agreement from the Mill at which such
Shop Lumber is produced.

5. REPRESENTATIONS AND WARRANTIES. Crown Pacific represents and warrants
to Team Millwork that (i) Crown Pacific has title to all Shop Lumber sold
pursuant to this Agreement, (ii) such Shop Lumber is free and clear of all liens
and encumbrances, (iii) Crown Pacific has the right to transfer such Shop Lumber
to Team Millwork as contemplated by this Agreement, and (iv) such Shop Lumber is
merchantable. CROWN PACIFIC HEREBY EXPRESSLY DISCLAIMS ANY OTHER
REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SHOP LUMBER,
INCLUDING ANY WARRANTY THAT IT IS FIT FOR A PARTICULAR PURPOSE.

6. GENERAL PROVISIONS.

6.1 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. Team Millwork may not assign its rights under this Agreement
without the prior written consent of Crown Pacific, which may be withheld in
Crown Pacific's sole and absolute discretion.

<PAGE>

6.2 NOTICES. All notices under this Agreement shall be in writing.
Notices may be (i) delivered personally, (ii) transmitted by facsimile, (iii)
delivered by a recognized national overnight delivery service, or (iv) mailed by
certified United States mail, postage prepaid and return receipt requested.
Except as provided in Section 2 with respect to Production Orders, notices to
any party shall be directed to the applicable address set forth below, or to
such other address as either party may specify by notice to the other party.
Any notice delivered in accordance with this Section 6.2 shall be deemed given
when actually received or, if earlier, (a) in the case of any notice transmitted
by facsimile, on the date on which the transmitting party receives confirmation
of receipt by facsimile transmission, telephone, or otherwise, (b) in the case
of any notice delivered by a recognized national overnight delivery service, on
the next business day after delivery to the service or, if different, on the day
designated for delivery, or (c) in the case of any notice mailed by certified
U.S. mail, two business days after deposit therein.

If to Crown Pacific: Crown Pacific Limited Partnership
121 S.W. Morrison Street, Suite 1500
Portland, Oregon 97204
Facsimile No: (503) 228-4875
Attn: Roger L. Krage

If to Team Millwork: Team Millwork, LLC
P.O. Drawer 828
Madras, OR 97741
Facsimile No: (541) 475-3995
Attn: Dallas Stovall

6.3 AMENDMENT; WAIVER. This Agreement may not be modified or
amended, nor may any of its provisions be waived, except by a written instrument
signed by the party against whom enforcement of such modification, amendment, or
waiver is sought.

6.4 ATTORNEYS' FEES. If a suit, action, or other proceeding of any
nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is
instituted in connection with any controversy arising out of this Agreement or
to interpret or enforce any rights hereunder, the prevailing party shall be
entitled to recover its attorneys', paralegals', accountants', and other
experts' fees and all other fees, costs, and expenses actually incurred and
reasonably necessary in connection therewith, as determined by the court at
trial or on any appeal or review, in addition to all other amounts provided by
law.

6.5 SEVERABILITY. If any provision of this Agreement is found by a
court of competent jurisdiction to be invalid, illegal, or unenforceable, then
(i) such provision shall be enforceable to the fullest extent permitted by
applicable law, and (ii) the validity and enforceability of the other provisions
of this Agreement shall not be affected and all such provisions shall remain in
full force and effect.

6.6 CONSTRUCTION AND INTERPRETATION. The headings or titles of the
sections of this Agreement are intended for ease of reference only and shall
have no effect whatsoever on the construction or interpretation of any provision
of this Agreement; references herein to sections

<PAGE>

are to sections of this Agreement unless otherwise specified. Meanings of
defined terms used in this Agreement are equally applicable to singular and
plural forms of the defined terms. As used herein, (i) the term "party" refers
to a party to this Agreement, unless otherwise specified, (ii) the terms
"hereof," "herein," "hereunder," and similar terms refer to this Agreement as a
whole and not to any particular provision of this Agreement, and (iii) the term
"including" is not limiting and means "including without limitation." In the
event any period of time specified in this Agreement ends on a day other than a
business day, such period shall be extended to the next following business day.
All provisions of this Agreement have been negotiated at arm's length and this
Agreement shall not be construed for or against any party by reason of the
authorship or alleged authorship of any provision hereof.

6.7 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Oregon (without regard to the
principles thereof relating to conflicts of laws).

6.8 EXECUTION. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same agreement.
Each party may rely upon the signature of each other party on this Agreement
that is transmitted by facsimile as constituting a duly authorized, irrevocable,
actual, current delivery of this Agreement with the original ink signature of
the transmitting party.

6.9 FURTHER ASSURANCES. Each party agrees to execute and deliver
such additional documents and instruments as may reasonably be required to
effect this transaction fully, so long as the terms thereof are consistent with
the terms of this Agreement.

6.10 NO THIRD PARTY BENEFICIARIES. This Agreement is made and entered
into for the sole protection and legal benefit of Seller, Buyer, and their
respective successors and permitted assigns, and no other person or entity shall
be a direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.

Crown Pacific: CROWN PACIFIC LIMITED PARTNERSHIP,
a Delaware limited partnership

By: CROWN PACIFIC MANAGEMENT
LIMITED PARTNERSHIP,
its General Partner

By: /s/Roger L. Krage
-----------------
Roger L. Krage, Secretary

Team Millwork: TEAM MILLWORK, LLC,
an Oregon limited liability company

By: /s/ Dallas R. Stovall
---------------------
Title: Managing Member
---------------

<PAGE>
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