General Mortgage Indenture and Deed of Trust

TIMBER PURCHASE AGREEMENT
(Cash Advance)

This indenture, made on between

(“Seller”)

whose address is

and an Alabama corporation, Alabama,

("Purchaser")

WITNESSETH:

IT IS HEREBY AGREED between the parties as follows:

1. At the time of the execution hereof, Purchaser has advanced to Seller the sum of

$ Seller hereby sells and conveys to Purchaser and Purchaser hereby purchases

at the prices set forth below a sufficient quantity of the following trees, timber and pulpwood (

the "Timber”) to repay said advance:

The said Timber is standing, growing or fallen on the following described real property (the

"Land") situated in County, Alabama:

Real property described in Exhibit A, which is attached hereto and
incorporated herein by reference.

TO HAVE AND TO HOLD the said bargained Timber and rights to Purchaser as above

set out; and the title to the said property and the privileges said Seller will warrant and defend

against the lawful claims of all persons whomsoever.

2. Purchaser shall complete the cutting and removal of Timber from the Land no later

than (the "Term").

3. Purchaser agrees to credit Seller's account for the Timber cut by Purchaser from the

Land at the following prices:

All such payments shall be based on the scale, count and measurement of Purchaser.

4. Purchaser shall, in the cutting of the Timber (i) fell the Timber as close to the ground

as is reasonably practical, and (ii) cut and remove the Timber in a proper and workmanlike

manner.

5. Purchaser shall have the right (i) to enter upon the Land and any other lands owned by

Seller with equipment and personnel necessary to cut and remove the Timber, (ii) to use and

maintain any road now located thereon and (iii) to build any additional roads or structures on the

Land, including lumber piles and concentration yards, as are reasonably necessary for its

operations and to obtain borrow material for such purpose close to the area where such material

is needed. Upon the expiration of the Term of this Agreement, Purchaser shall (1) remove within

thirty (30) days after the expiration of the Term of this agreement (a) any structures erected on

the Land by Purchaser and (b) all of Purchaser's equipment and personal property remaining on

the land, including cut Timber, and (2) leave all existing roads used by Purchaser and all new

roads constructed by Purchaser and all fences on the land in as good condition as when delivered

by Purchaser, ordinary wear and tear excepted.

6. Purchaser shall indemnify and save harmless Seller from and against any and all

claims, actions, damages, liabilities and expenses in connection with loss of life, personal injury,

and/or damage to property arising out of its use of the Land or occasioned wholly or in part by

any act or omission of Purchaser, its agents, contractors, employees or invitees, PROVIDED,

HOWEVER, that this section shall not apply to any claim, actions, damages, liabilities and

expenses in connection with loss of life, personal injury, and/or damage to property arising out of

any negligent or otherwise tortious act of omission by Seller, its agents, contractors, employees

or invitees.

7. Seller shall properly identify and mark the boundary lines of the Land.

8. Purchaser shall (a) use its best efforts to minimize the danger of fire and (b) cooperate

with all governmental agencies in the prevention and suppression of fires on or threatening the

Land.

9. Purchaser shall comply with all Federal, state, and local laws, rules, and regulations,

relating to its operations under this Agreement and shall pay all severance taxes which may be or

become due because of Timber cut hereunder.

10. Purchaser shall have the right of ingress and egress from the Land over any other

property which Seller owns, including the right to use roads located thereon for the purpose of

cutting and removing the Timber from the Land.

11. Seller warrants that (i) except for the utility and highway easements, there is no other

person, firm, or corporation which has any right, title or interest in the Land or the Timber and

(ii) except for current taxes, there are no liens or encumbrances on the Land or the Timber.

Seller agrees to indemnify and hold Purchaser harmless from and against any and all damages,

claims, actions, liabilities, and expenses caused by a breach of this warranty.

12. This Agreement shall inure to the benefit of and be binding upon the heirs,

successors, executors, administrators or assigns of Seller.

13. This Agreement constitutes the entire agreement between the parties and may not be

modified except by an agreement in writing signed by the parties.

14. Special Conditions:

SELLER

(Wife or husband of Seller)

STATE OF ALABAMA

COUNTY OF

I, the undersigned authority in and for said County and State, do hereby certify that

whose name(s) is/are

known to me, acknowledged before me on this day, that, being informed of the contents of the

foregoing conveyance, he/she/they executed the same voluntarily on the day the same bears date.

Given under my hand this day of

Notary Public