MARKETING AND DISTRIBUTION AGREEMENT

1.

Product Rights and Obligations. Distributor will have the exclusive right to market, distribute and sell worldwide (“Territory”) the timber resource products. Supplier may from time to time advise Distributor of new timber resource products or product improvements available for sale by Distributor in the Territory. All of the timber resource products, new products and product improvements and all derivatives such as paper, pulp, woodchips and lumber will be collectively referred to herein as the “Products” and one of them as a “Product.”

2.

Best Efforts Obligations. Distributor will use its best commercial efforts to market, promote, distribute and sell the Products in the Territory according to good business custom in the Territory. Without limiting the generality of the foregoing, Distributor agrees to:

(a)

Handle all inquiries, deliver all samples, accept all orders, fill all orders and otherwise service all customers (except those which have demonstrated themselves to be poor credit risks) for Products in the Territory.

(b)

Maintain a properly trained and managed sales force of adequate size effectively to promote, sell and distribute the Products throughout the Territory and to allow Supplier’s personnel to meet from time to time with such personnel, at reasonable times, for reasonable amounts of time and with reasonable advance notice, for the purpose of discussing the Products and their promotion, marketing, sale and use.

(c)

Promote and develop sales of Products in the Territory.

(d)

Market and distribute all Products for which there is customer demand in the Territory and promptly service all accounts for Products.

(e)

Provide Supplier with a report upon its reasonable request detailing any upcoming sales and marketing activities.

(f)

Keep Supplier informed with respect to its activities

3.

Product Prices. Distributor will in its sole discretion establish and set its own prices within the Territory. Distributor will invoice and collect payments from all purchasers of Products in the Territory. Distributor will provide Supplier with copies of all its price lists for Products. Distributor shall be entitled to retain ten (10%) percent of the gross revenue earned by Distributor from the sale of the Products. Supplier shall receive the remainder of the said gross revenue.

4.

Payment Terms. Supplier shall receive 90% of all amounts drawn down on letters of credit that are provided by customers for the payment for Products, after payment by Supplier or such customers of all fees and expenses of the issuing bank. This 90% shall be paid to Supplier at the time of each such draw down. Distributor shall receive 10% of all amounts drawn down on letters of credit that are provided by customers for the payment for Products. This 10% shall be paid to Distributor at the time of each such draw down.

5.

Freight, Insurance, Duties, Taxes and Other Charges. Supplier will pay all transportation charges and insurance charges arising in connection with the transportation of the Products from its facilities until delivery on board the common carrier at the Port of Shipment. “Port of Shipment” means the place or lockpoint where Supplier delivers the Products for export (by ship or plane) to the Territory from the country where they were produced; in this Agreement, the Port of Shipment means Papua, New Guinea. The purchaser of the Product or Products will pay all other charges incurred in connection with the exportation of the Products from the Port of Shipment and importation into the Territory, including, but not limited to, all transportation charges from the time the Products are delivered on board the common carrier at the Port of Shipment. The purchaser of the Product or Products will at its cost maintain insurance on the Products from the time of their delivery on board the common carrier at the Port of Shipment and will prosecute any claims with its insurance earners.

6.

Licenses and Process Documentation. Supplier will at its expense obtain any necessary licenses and process documentation, including customs forms, required to allow the Products to be admitted into and resold in the Territory. Supplier will cooperate with Distributor by providing such underlying documentation, certifications, explanations and other assistance as Distributor may reasonably request.

7.

Passage of Title and Risk of Loss. Title to the Products shall pass from Supplier directly to the purchaser of the Product or Products upon the latter of (i) delivery of the Product or Products to the purchaser, and (ii) receipt by Distributor of an irrevocable letter of credit, in form and substance acceptable to Distributor and from a financial institution acceptable to Distributor to cover the total cost of the Product or Products. Risk of loss shall remain with Supplier until such time as title shall pass to the purchaser.

8.

Reports. Distributor agrees to provide Supplier with the reports described below within 30 days after the end of the respective periods to which the reports relate:

(a)

Unit sales by product line, reported on a monthly and cumulative year-to-date basis.

(b)

Sales in local currency value at Distributor’s invoice prices exclusive of any taxes on sales by product line, reported on a monthly and cumulative year-to-date basis.

(c)

Inventories on hand by product line, reported on a monthly basis.

9.

Non-Competition Obligations. Supplier shall not at any time during the term of this Agreement market or promote the Products in the Territory or sell to another distributor or other party located in the Territory any of the Products provided.

10.

Inspection of Records. Supplier may, for a reasonable amount of time and with reasonable advance notice to Distributor, inspect and discuss with Distributor those of its records which relate to Distributor’s performance of its obligations under this Agreement.

11.

Intellectual Property. Distributor may advertise or promote, market and sell the Products under the trade names, trademarks, package get-ups’ trade dresses and trade styles’ and using the packaging and labeling, provided by Distributor (any one or more of which is sometimes referred to as “Trademark(s))”, and Distributor may affix a sticker to the Products identifying Distributor as the source of, or entity responsible for the Products in the Territory. Any rights acquired by Distributor within the Territory by virtue of performance of its obligations under this Agreement to the know how, trade secrets, patents, copyrights or trademarks of Distributor shall be retained by Distributor.

12.

Product Ideas. During the term of this Agreement, Distributor may itself provide or may pass on from others ideas, concepts or comments which result in new products or product improvements from Supplier. In the event that Supplier decides to use such idea, concept or comment, Supplier and Distributor will meet to discuss terms of use of such ideas, concepts or comments. If (a) the source of the idea, concept or comment, be it Distributor or other entity or person, has applied or applies for a patent in the Territory on a new product, product improvement or product feature resulting from the idea, concept or comment, and if (b) Distributor passes on such idea, concept or comment to Supplier and, as a result, Supplier develops and sells a new product, product improvement or product feature embodying such idea, concept or comment, and if (c) a patent issues in the Territory as a result of the application, and if (d) the new product, product improvement or product feature embodies the invention set forth in one or more valid claims of the issued patent, then Supplier will pay Distributor or other entity or person (which is the source of the item, concept or comment) a reasonable royalty and Distributor will grant to Supplier or cause such other entity or person to grant to Supplier a license or licenses to manufacture, distribute and sell anywhere in the world articles embodying the invention set forth in the valid claims of the issued patent. Notwithstanding the foregoing, if the invention cannot be exploited by Distributor independently of any of the Trademarks, then Distributor will grant to Supplier or cause such other entity or person to grant to Supplier an exclusive license or licenses to manufacture, distribute and sell anywhere in the world articles embodying the invention set forth in the valid claims of the issued patent.

13.

Product Registrations or Approvals.

(a)

Supplier or Distributor may be required to obtain approval, registration and reimbursement prices for all or some of the Products from one or more governmental or quasi-governmental authorities in the Territory (“Authorities”) Distributor will use its best efforts to obtain for each product all applicable approvals or registrations.

(b)

All Product registrations or approvals will be obtained at Supplier’s expense in Distributor’s name. In the event that the laws and regulations of the Territory require that such registrations or approvals be in Supplier’s name, then Supplier will hold such registrations or approvals for the benefit of and in trust for Distributor.

14.

Confidentiality of Information. Supplier will maintain the confidentiality of trade secrets and other confidential information received from Distributor pertaining to market research, marketing, sales, research and development, manufacturing, packaging, and product safety, efficacy, function or use. Also, Supplier will not sell or disclose (other than to Distributor), without Distributor’s prior written consent, any information pertaining to the purchases, inventories or sales of Products, including unit and value amounts and negotiated prices, other special pricing and any discounts allowed by Supplier.

15.

Forecasting and Ordering. Supplier will endeavor to accept and fill all orders according to the schedule requested by Distributor.

16.

Effective Date. The effective date of this Agreement will be August 1, 2005 (“Effective Date”).

17.

Term of Agreement. Except as otherwise provided herein, this Agreement will remain in full force and effect for a 99 year term ending on July 31, 2103 (“Term”).

18.

Termination of Agreement. This Agreement will terminate at the end of the Term without the need for either party to take any action or give any notice unless it is renewed in accordance with paragraph 19.

19.

Renewal of Agreement. At the sole option of Distributor, Distributor may agree to renew the Agreement for an additional 99 year term by giving written notice to Supplier no later than one year prior to the end of the Term. If the Distributor fails to renew the Agreement for any reason whatsoever, the Agreement will terminate at the end of the Term without the need for either party to take any action or give any notice.

20.

Assignment. Neither Supplier nor Distributor may transfer or assign this Agreement or any of its rights hereunder without the written consent of the non-assigning party.

21.

Rights and Obligations After Notice of Termination.

(a)

Upon notification of termination of this Agreement, or upon notification of partial termination of this Agreement with respect to one or more Product groups, Distributor agrees that during the remaining balance of the Term, it will not engage in any marketing, promotion, distribution or sales activities in the Territory

regarding the Products (which are the subject of such termination) which would be different or inconsistent with those activities which took place prior to the notification of such termination.

(b)

Upon termination of this Agreement for any reason whatsoever, Supplier will have no right to require Distributor to continue to market, promote, distribute and sell Products and Distributor will have no right to require Supplier to sell Products to Distributor. Each party covenants that at no time will it commence any action or proceeding wherein it alleges that it