SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

“(b)

Good Reason. For the purposes of this Agreement, ‘Good Reason’ for Executive’s resignation will exist if

(i)

Without the written consent of Executive, any one or more of the following occurs: (A) a material diminution of Executive’s base compensation; (B) a change of 20 or more miles in, or a change to a location in the State of Oregon as, the principal geographic location at which Executive must perform services for Cowlitz, which Executive and Cowlitz agree is a material breach of this Agreement; (C) a material diminution in the Executive’s authority, duties or responsibilities; (D) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors; (E) a material diminution in the budget over which the Executive retains authority; or (F) any other action or inaction by Cowlitz that constitutes a material breach of this Agreement;

(ii)

Executive provides notice to Cowlitz of the existence of the condition within 90 days of the initial existence of the condition;

(iii)

Cowlitz has 30 days following receipt of such notice to remedy the condition and fails to do so; and

(iv)

Executive resigns within twelve months of such event occurring.”

“(c)

Disability. For the purposes of this Agreement, ‘Disability’ means (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Cowlitz employees. For so long as Executive receives short-term disability benefits, Cowlitz shall be relieved of its obligation to pay any cash compensation provided in Section 3(a) and (c) of this Agreement for so long as such disability benefits are being paid to Executive.”

“(d)

Change in Control. For purposes of this Agreement, a ‘Change in Control’ shall be deemed to have occurred on the date that a “ change in the ownership,” “a change in the effective control,” or “a change in the ownership of a substantial portion of the assets” (as those terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended) of Cowlitz occurs and includes:

(i)

the date on which any one person, or more than one person acting as a group (as set forth in Section 1.409A-3(i)(5) of the Treasury Regulations), acquires ownership of stock of Cowlitz that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Cowlitz;

(ii)

the date on which Cowlitz merges or consolidates with another entity and as a result less than 50% of the total fair market value or total voting power of the stock of the resulting entity immediately after the merger or consolidation is held by any one person, or more than one person acting as a group, who were the holders of Cowlitz’s voting securities immediately before the merger or consolidation;

(iii)

the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Cowlitz possessing 30% or more of the total voting power of the stock of Cowlitz;

(iv)

the date on which a majority of members of Cowlitz’ Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Cowlitz’s board of directors before the date of the appointment or election; or

(v)

the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Cowlitz that have a total gross fair market value (the value of the assets of Cowlitz, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of Cowlitz immediately before such acquisition or acquisitions.”