**JOINT
      VENTURE AGREEMENT**





This
      Joint Venture Agreement (herein the “ **Agreement** ”)
      is
      made and entered into this 8th day of May 2007, by and between:





(a)
            **VOTORANTIM
                CELULOSE E PAPEL S.A.**,
                a
                corporation duly organized and existing under the laws of the Federative
                Republic of Brazil, with registered office at Alameda Santos, 1357,
                6th
                floor, in the City of São Paulo, State of São Paulo, registered with the
                Corporate Taxpayers’ Registry of the Brazilian Ministry of Finance -
                CNPJ/MF under No. 60.643.228/0001-21, herein duly represented by
                its legal
                representatives (“**VCP**”);





(b)
            **AHLSTROM
                LOUVEIRA LTDA.**,
                a
                company duly organized and existing under the laws of Brazil, with
                registered office at Rua Armando Steck, 770 - Capivari, in the City
                of
                Louveira, State of São Paulo, registered with the Corporate Taxpayers’
                Registry of the Brazilian Ministry of Finance - CNPJ/MF under No.
                00.767.144/0001-78, herein duly represented by its attorneys-in-fact
                (the
                “**Ahlstrom**”);




**W
      I T N E S S E T H**





WHEREAS,
      VCP is engaged in the manufacturing and trading of pulp, paper, and other
      byproducts of these materials;





WHEREAS,
      Ahlstrom is engaged in the development, manufacturing and marketing of high
      performance fiber-based materials, such as specialty papers and
      nonwovens;





WHEREAS,
      VCP and Ahlstrom wish to join efforts as business partners with regard to the
      operations of VCP’s plants known as Jacareí PM 1, Coater 2, and the Finishing
      Area (collectively the “ **Business** ”),
      with
      a view towards increasing and streamlining these operations as well as expanding
      into new markets (“ **Joint
      Venture** ”);





WHEREAS,
      VCP shall incorporate a new corporation at Rodovia General Euryale de Jesus
      Zerbini, SP 66, Km 84, Sala B, Zona Rural, in the City of Jacareí, State of São
      Paulo (“ **Newco** ”);





WHEREAS,
      VCP shall transfer and assign to Newco, in exchange for shares of Newco, all
      the
      assets, agreements and employees used or employed in connection with the
      operation of the Business and certain specific liabilities;





WHEREAS,
      upon the terms and subject to the conditions set forth herein, Ahlstrom desires
      to own shares of Newco representing 60% (sixty percent) of its corporate capital
      to be acquired through the subscription of newly issued shares and the direct
      acquisition of shares from VCP; and





WHEREAS,
      the parties shall consummate other transactions set forth herein,





NOW,
      THEREFORE, in consideration of the premises and the mutual promises contained
      herein, the parties agree as follows:





**DEFINITIONS**





For
      the
      purposes of this Agreement, capitalized terms not otherwise defined herein
      shall
      have the respective meanings ascribed to them as follows:





“ **Affiliate** ”
shall
      mean any Person directly or indirectly Controlling, Controlled by or under
      common Control with another Person.










“ **Agreement** ”
shall
      mean this Agreement, as set forth in the Recitals.





“ **Ahlstrom
      Shares** ”
shall
      mean the duly issued and outstanding Common Shares to be owned by Ahlstrom
      or
      its Affiliate on the Closing Date and that shall represent 60% (sixty per cent)
      of the total and voting capital of Newco.





“ **Amended
      and Restated Bylaws** ” **** shall
      mean the amended and restated By-laws of Newco substantially in the form
      attached hereto as **Annex
      A** .





“ **Asset
      Option Agreement** ”
shall
      mean the agreement whereby Newco shall grant to VCP an option to acquire forty
      percent ( *fração
      ideal* )
      of
      certain power co-generation equipment substantially in the form attached hereto
      as **Annex
      A-1** .





“ **Assumed
      Liabilities** ”
shall
      have the meaning set out in Section 1.3 hereof.





“ **Brazilian
      GAAP** ”
shall
      mean the generally accepted accounting principles in Brazil.





“ **Business** ”
shall
      have the meaning set out in the Recitals above.





“ **Business
      Assets** ”
shall
      mean all of the assets used or employed primarily in connection with the
      operation of the Business, including, but not limited to the assets, properties
      and rights set forth in Section 1.2 hereof.





“ **Business
      Day** ”
shall
      mean a day (other than a Saturday or a Sunday) on which banks are generally
      open
      for business in São Paulo, SP, Brazil.





“ **Business
      Employees** ”
shall
      have the meaning set out in Section 1.5.





“ **CADE** ”
shall
      mean *Conselho
      Administrativo de Defesa Econômica* of the
      Brazilian Ministry of Justice.





“ **Call
      Notice** ” **** shall
      have the meaning set out in Section 4.1(b).





“ **Call
      Options** ” **** shall
      have the meaning set out in Section 4.1(a).





“ **Claim** ”
shall
      mean any third party claims including, without limitation, judicial or
      administrative claims, resulting from fiscal audit at federal, state or
      municipal level.





“ **Closing** ”
shall
      have the meaning set out in Section 3.1 hereof.




“ **Closing
      Date** ”
shall
      have the meaning set out in Section 3.1 hereof.





“ **Common
      Shares** ”
shall
      mean the voting common shares of the capital stock of Newco, including, without
      limitation, by means of subscription, acquisition, bonus distribution, split
      or
      reverse split or subscription rights.





“ **Contracts** ” **** shall
      have the meaning set out in Section 1.2(d).





“ **Control** ”
means
      (i) the right to exercise a majority of the votes of a Person; together with
      (ii) the right to appoint, directly or indirectly, a majority of the directors
      of that Person or other persons who have the right to manage or supervise the
      management of the affairs and business of that Person.





“ **Definitive
      Agreements** ”
shall
      mean this Agreement and any other agreement, document or instrument required
      to
      be executed pursuant to or in connection with this Agreement, including, but
      not
      limited to (i) the Minutes of Shareholders' Meetings; (ii) the Shareholders’
Agreement; (iii) the Services Supply Agreement; (iv) Independent Representation
      Agreement; (v) Procurement Agreement; (vi) Utilities Agreement; (vii) Slush
      Pulp
      Supply Agreement; (viii) Shared Services Agreement; (ix) the “LUMIMAX” Trademark
      License Agreement, (x) Transition Services Agreement, and the (xi) Operational
      and Maintenance Agreement.





2




“ **Dollars** ”
and
      the
      symbol “ **U.S.$** ”
mean
      the lawful currency of the United States of America.





“ **Environmental
      Law** ”
shall
      mean any law, statute, regulation, ordinance, rule, order, decree, judgment,
      consent decree, settlement agreement or governmental requirement enacted,
      promulgated, issued, entered into, agreed or imposed by any Governmental
      Authority which relates to or otherwise impose liability or standards of conduct
      concerning any of the business presently carried out or carried on at any time,
      referring to health or safety, including the exposure of employees or other
      persons to noise, vibration or any Regulated Substance, odors or any pollutants,
      contaminants, or hazardous or toxic wastes, substance or materials, whether
      as
      matter or energy, released into ambient air, internal air, water or land, or
      otherwise relating to the manufacture, processing, generation, distribution,
      use, treatment, storage, disposal, cleanup, transport or handling of pollutants,
      contaminants or hazardous or toxic wastes, substances or materials.





“ **Environmental
      Liabilities** ”
means
      any Loss (excluding internal personnel and administrative costs) or third-party
      claim arising out of, relating to, based upon, or resulting from (a) any
      violation on or before the Closing Date of any Environmental Requirement by
      VCP,
      its predecessors, any third party, and/or the Business, (b) any Claim for death
      or personal injury, property damage, damage to the environment, or Release
      or
      Contamination, in connection with the conduct or operation of VCP, its
      predecessors, any third party, and/or the Business, or on, above, or from any
      of ** the
      Business Assets at any time on or before the Closing Date; (c) any Remediation
      undertaken at any time on or before the Closing Date or hereafter required
      from
      time to time as a result of the conduct or operation of the Business at any
      time
      on or before the Closing Date ; or (d) the failure of VCP, its predecessors,
      any
      third party, the Business, and/or the Business Assets to comply with any
      Environmental Law or Environmental Requirement at any time on or before the
      Closing Date, including (i) any fines or penalties assessed, levied or asserted
      against VCP, its predecessors, any third party, the Business, and/or the
      Business Assets, and (ii) any Claim that any Environmental Permit is not
      sufficient under any Environmental Law or Environmental Requirement to authorize
      VCP and/or the Business to conduct its operations as they were conducted on,
      or
      at any time during the 12 month period immediately preceding, the Closing
      Date.





“ **Environmental
      Requirement** ”
means
      any Legal Requirement relating to: (a) the environment, including pollution,
      Contamination, cleanup, preservation or protection; (b) health or safety,
      including the exposure of employees or other persons to noise, vibration or
      any
      Regulated Substance; (c) any Release, including investigation, study or
      Remediation of such Release; (d) the management of any Regulated Substance,
      including the manufacture, generation, formulation, processing, labeling,
      distribution, introduction into commerce, registration, reporting, notification,
      record keeping, use, treatment, handling, storage, disposal, transportation,
      re-use, recycling or reclamation of any Regulated Substance; or (e) the physical
      structure or condition, or appropriate use of a building, facility, fixture
      or
      other structure as they relate to noise, vibration or any Regulated
      Substances.





“ **Environmental
      Permit** ”
shall
      have the meaning assigned to such term in Section 5.17.





“ **Excluded
      Assets** ”
shall
      mean all assets of VCP other than the Business Assets.





“ **Excluded
      Liabilities** ”
shall
      have the meaning set out in Section 1.4 hereof.





“ **Financial
      Statements** ”
shall
      have the meaning set out in Section 5.13 hereof.





“ **Governmental
      Authority** ”
shall
      mean the Brazilian government or any political subdivision thereof, whether
      federal, state or local or any agency, department or instrumentality of any
      such
      government or political subdivision thereof.





“ **Independent
      Sales Representation Agreement** ”
shall
      mean an agreement whereby VCP shall serve as *representante
      comercial* for the
      sale of certain of Newco’s paper grades, substantially in the form of **Annex
      B** hereto.





3




“ **Legal
      Requirements** ”
means
      (a) constitutional provisions, statutes, ordinances, codes, rules, treaties,
      case decisions, rules, guidelines, interpretations, requirements, notices,
      plans, directives, regulations, and standards of any Governmental Authority,
      (b)
      final and non-appealable Orders, (c) Permits, and (d) contracts entered into
      with any Governmental Authority relating to compliance with matters described
      in
      (a), (b) or (c) above.





“ **Lien** ”
shall
      mean any liens, burdens, encumbrances, mortgages, security interests, repurchase
      obligations, claims, disputes, usufructs, rights of first refusal and any other
      restrictions or liabilities of any kind whatsoever.





“ **Loss** ”
shall
      mean losses, damages, liabilities, costs and expenses including reasonable
      attorneys’ and legal fees.





“ **LUMIMAX
      Trademark License Agreement** ”
shall
      mean the agreement whereby VCP shall license to Newco the free, non-exclusive
      right to manufacture paper products under the “Lumimax” trademark for a period
      of 3 (three) years.





“ **Material
      Adverse Change** ”
shall
      mean any material adverse change in the business, properties, results of
      operations, prospects or financial condition of Newco or the Business.





“ **Newco
      Free Lease Agreement** ”
shall
      have the meaning ascribed to it is Section 1.2.3.1 below.





“ **Operating
      Working Capital** ”
shall
      mean the sum of US$ 25 million, composed by the entries of the Pro-Forma Balance
      Sheet, including but not limited to (i) accounts receivable, plus inventory
      and
      other current assets, less (ii) accounts payable, salary and contributions
      and
      other liabilities. For purposes hereof, “accounts payable” shall include any
      accrued labor provisions relating to the Business Employees.





“ **Operational
      and Maintenance Agreement** ”
shall
      mean an agreement whereby VCP will provide certain operation and maintenance
      services to Newco substantially in the form of **Annex
      C** hereto.





“ **Order** ”
means
      any order, injunction, judgment, decree, consent decree, ruling, writ,
      assessment or award of any Governmental Authority or arbitrator having
      jurisdiction in respect of a matter.





“ **Owned
      Real Estate** ”
means
      the land and premises located at Rodovia General Euryale de Jesus Zerbini,
      SP
      66, Km 84, Sala B, Zona Rural, in the City of Jacareí, State of São Paulo, owned
      by VCP, as described in Schedule
      4.3 hereof,
      where the Business is currently carried out by VCP.





“ **PCC
      Agreement with SMI** ”
shall
      mean the Precipitated Calcium Carbonate Agreement(s) between VCP and Minerals
      Technologies do Brasil Comércio e Indústria de Minerais Ltda. to be signed prior
      to Closing.





“ **Period** ”
means
      any taxable year or any other period with respect to which any Tax may be
      imposed under any Legal Requirement.





“ **Permit** ”
means
      any approval, authorization, consent, registration, right of way, easement,
      franchise, order, waiver, variance or other license (including environmental
      licenses), issued, granted, given or otherwise made available by or under any
      Governmental Authority.





“ **Permitted
      Liens** ”
means
      the Liens reflected in the Financial Statements and the mortgages under certain
      financial agreements entered into by VCP affecting the Owned Real Estate that
      do
      not materially interfere with the use of the Owned Real Estate by Newco and
      that
      do not create a financial liability neither for Ahlstrom nor for
      Newco.





“ **Person** ”
shall
      mean an individual, company, corporation, trust, association, joint venture
      or
      other entity, or a Governmental Authority.





“ **Post-Closing
      Period** ”
means
      any Period that begins after midnight (Brazilian Standard Time) on the day
      prior
      to the Closing Date.





4




“ **Pre-Closing
      Period** ”
means
      (a) any Period that ends on or before midnight (Brazilian Standard Time) on
      the
      day prior to the Closing Date.





“ **Premium
      Reserve** ”
shall
      have the meaning assigned to such term in Section 2.3(ii).





“ **Procurement
      Agreement** ”
shall
      mean an agreement regarding the use by the Newco of the procurement structure
      of
      VCP for the acquisition of raw material and other goods, substantially in the
      form of **Annex
      D** hereto.





“ **Pro
      Forma Balance Sheet** ”
shall
      mean the pro forma balance sheet of Newco presenting the Assumed Liabilities
      (other than the liabilities assumed with respect to the Contracts) and Business
      Assets as of the date of the Transfer of the Business.





“ **Purchase
      Price** ”
shall
      have the meaning set out in Section 2.3(iii) hereof.





“ **Put
      Notice** ” **** shall
      have the meaning set out in Section 4.2(b).





“ **Put
      Options** ” **** shall
      have the meaning set out in Section 4.2(a).





“ **Real** ”,
      “ **Reais** ”
and
      the
      symbol “ **R$** ”
means
      the lawful currency in Brazil and includes any currency which from time to
      time
      may replace the Real.





“ **Real
      Equivalent** ”
means
      the Real equivalent to any amount expressed in Dollars obtained through the
      conversion of Dollars into Reais in accordance with the PTAX-800 Option 5,
      sale
      exchange rate, in force on the date such equivalency is determined.





“ **Regulated
      Substance** ” **** means
      any
      solid, liquid or gaseous material that is the subject of liability or
      Remediation, or listed or designated as hazardous or toxic by virtue of its
      characteristics or otherwise, under any Environmental Requirement, and includes
      asbestos-containing material, petroleum, radioactive, or explosive product
      or
      byproduct.





“ **Release** ”
means
      any spill, discharge, leak, emission, injection, escape, dumping, leaching,
      dispersal, emanation, migration or release of any Regulated Substance into
      the
      environment, including the movement of any Regulated Substance through or in
      the
      environment, in a single event or series of interrupted or uninterrupted events,
      and/or the abandonment, discarding, or other disposition of barrels, containers,
      tanks or other receptacles containing or previously containing any Regulated
      Substance.





“ **Remediation** ”
means
      any investigation, study, assessment, testing, monitoring, containment, removal,
      remediation, response, cleanup or abatement of any Release or Contamination,
      whether on-site or off-site, in connection with the Business or the Business
      Assets, to the extent necessary to achieve or comply with an Environmental
      Requirement; and the term “ Remediate ”
(when
      used as a verb) means to conduct Remediation.





“ **Service
      Agreements** ”
means
      collectively the Transition Services Agreement, the Service Supply Agreement,
      and the Shared Services Agreement.





“ **Services
      Supply Agreement** ”
shall
      mean an agreement whereby VCP shall render certain services to
      Newco.





“ **Shared
      Services Agreement** ”
shall
      mean an agreement whereby VCP shall share with Newco certain services contracted
      by VCP with third parties.





“ **Shareholders** ” **** shall
      mean the holders of Common Shares from time to time.





“ **Shareholders
      Agreement** ”
shall
      mean the agreement between the Shareholders substantially in the form of **Annex
      E** hereto.





5




“ **Utilities
      Agreement** ”
shall
      mean an agreement for the supply by VCP to Newco of certain utilities, including
      energy, substantially in the form of **Annex
      F** hereto.





“ **Slush
      Pulp Supply Agreement** ”
shall
      mean an agreement for the supply by VCP of slush pulp to the Newco,
      substantially in the form of **Annex
      G** hereto.





“ **Strategic
      Business Plan** ”
shall
      mean the two-year strategic business plan for Newco, which shall be updated
      annually, to be adopted pursuant to Section 4.4 hereof, including, without
      limitation, (i) the markets to be covered by Newco, (ii) estimates of capital
      expenditures; (iii) estimates of working capital requirements; (iv) balance
      sheet, income statement and cash flow forecasts and (v) projected rate of return
      and profitability expected to be obtained by Newco.





“ **Subscription
      Price** ”
shall
      have the meaning set out in Section 2.3(i) hereof.





“ **Taxes** ”
shall
      mean (i) all federal, state, local or foreign taxes, charges, fees, imposts,
      levies or other assessments, including, without limitation, all net income,
      gross receipts, capital, sales, use, ad valorem, value added, transfer,
      franchise, profits, inventory, capital stock, license, withholding, payroll,
      employment, social security, social contribution, financial unemployment,
      excise, severance, stamp, occupation, property and estimated taxes, customs
      duties, fees, assessments and charges of any kind whatsoever, (ii) all interest,
      penalties, fines, additions to tax or additional amounts imposed by any taxing
      authority in connection with any item described in clause (i) above; and (iii)
      any transferee liability in respect of any items described in clauses (i) and/or
      (ii) above.





“ **TG4
      Shares** ”
shall
      have the meaning set out in Section 1.2.6 hereof.





“ **Transfer
      of the Business** ”
shall
      have the meaning set out in Section 1.1.





“ **Transitions
      Services Agreement** ”
shall
      mean an agreement whereby VCP shall render certain services to Newco on a
      temporary basis.





“ **VCP
      Free Lease Agreement** ”
shall
      have the meaning ascribed in Section 1.2.3.2 below.





“ **VCP
      Initial Shares** ”
shall
      have the meaning set out in Section 1.1 hereof.




**SECTION
      1.**  **TRANSFER
      OF BUSINESS**





1.1  **Transfer
      of the Business.**  On
      or
      prior to Closing, VCP shall transfer, assign and deliver to Newco, at book
      value, the Business Assets and the Assumed Liabilities as provided for in
      Section 1.2 (a) *et
      seq.,* 1.2.1, **** and
      1.3
      below (the “ **Transfer
      of the Business** ”),
      in
      exchange for newly issued Common Shares of Newco (the “VCP Initial Shares”). On
      or prior to Closing, the VCP Initial Shares shall represent all (or all but
      one)
      of the issued and outstanding shares of Newco.





1.2  **Business
      Assets** .
      In
      consideration of the subscription of the VCP Initial Shares, VCP shall transfer,
      assign and deliver the Business Assets to Newco free and clear of any Lien
      (except for any Permitted Liens). The Business Assets shall be recorded on
      the
      books and records of Newco at their book value as of the transfer date thereof,
      and shall remain unburdened until the Closing Date. The Business Assets shall
      include, but not be limited to, the following assets, properties and rights
      used
      or employed in the operation of the Business:





(a)
            the
                machinery, equipment, office equipment, vehicles, furniture, fixtures
                and
                other tangible property not included in Operating Working Capital
                account
                provided for inSchedule
                1.2(a);


(b)
            all
                trade accounts receivable and all notes, bonds and other evidences
                of
                indebtedness of and rights to receive payments arising out of sales
                occurring primarily in the conduct of the Business and the security
                arrangements related thereto, including any rights of VCP with respect
                to
                any third party collection non-judicial procedures (the ”**Accounts
                Receivable**”);






6




(c)
            all
                raw materials, work-in-process, finished goods, supplies, spare parts,
                products under research and development and other inventories related
                primarily to the Business including all such items (i) located on
                the
                premises where the Business is conducted, (ii) in transit from suppliers
                of the Business, (iii) held for delivery by suppliers of the Business,
                (iv) in warehouse of third parties contracted by VCP to store finished
                products, or (v) located on the premises of customers or held on
                consignment by third parties;


(d)
            the
                contracts, agreements, leases, guarantees, commitments, whether oral
                or
                written, and other instruments reasonably necessary to conduct the
                Business as currently conducted, including, but not limited to the
                contracts, agreements, leases, guarantees, commitments and other
                instruments listed inSchedule
                1.2(d)(the “**Contracts**”),provided
                that,
                (i) the transfer and/or split of certain Contracts may depend on
                longer
                negotiations with third parties that may not be concluded on the
                date of
                the Transfer of the Business. Such Contracts shall be transferred
                to the
                Newco as soon as such negotiations are concluded, and (ii) VCP shall
                endeavor its best efforts to by Closing have such transfer and/or
                split of
                the Contracts agreed by the counterparts thereof in the same terms
                and
                conditions as they stand today, but shall not be held liable for
                any
                changes in such terms and conditions that may be imposed by the
                counterparts; in case VCP is not able to transfer or split the Contracts
                until the Closing, or if revisions requested by the counterparts
                materially alter the current terms and conditions of such agreements,
                then
                the Parties shall discuss the best manner to address prior to executing
                the agreements the issue with as little effect to Newco as
                possible;


(e)
            the
                licenses, permits and authorizations listed inSchedule
                1.2(e);


(f)
            all
                books, records and documents relating to the Business and Business
                Assets,
                except to the extent (i) VCP is required to retain any such books,
                records
                or documents pursuant to applicable law or (ii) VCP can not segregate
                such
                books, records and documents (in which cases VCP will grant to Newco
                reasonable access to the records and whenever possible copies of
                such
                retained books, records and
                documents);


(g)
            the
                Operating Working Capital; and


(h)
            the
                Owned Real Estate.





1.2.1.  Pursuant
      to Section 4, as soon as possible but in no event later than 2 (two) years
      as
      from the date hereof, VCP shall, at its own costs, (i) cancel any Permitted
      Liens over any Owned Real Estate with the appropriate real estate registry;
      and
      (ii) register the transfer of the Owned Real Estate to Newco with the
      appropriate real estate registry.





1.2.2.  Upon
      Ahlstrom’s request: (i) VCP shall move its current warehouse to the area
      indicated in the Schedule 4.3 as the “Optional Area”, where VCP shall be allowed
      to use an area of at least 3,000sqm; or (ii) the parties shall jointly study
      a
      new area to be used by VCP in replacement of its present warehouse area
      (“Alternative Area”). In any case, Ahlstrom will bear with any costs involved in
      the moving, construction of the new building and obtaining any required licenses
      (including, but not limited to *averbações
      de matrícula* ),
      and
      Ahlstrom shall bear with the costs for the split of the Warehouse Area, which
      shall be transferred or free leased to Newco, as the case may be, as provided
      for in this Agreement.





1.2.3
      Regardless of the choice of the new area for VCP’s new warehouse, the parties
      shall study the feasibility to legally transfer the area of the current VCP
      warehouse of approximately
      4,000sqm (the “Warehouse Area”) to Newco prior to the date of the Transfer of
      the Business.





7




1.2.3.1.
      If the parties agree until the date of the Transfer of the Business that it
      is
      legally possible to transfer the Warehouse Area to Newco apart from the Business
      Assets in the future, then VCP (i) shall not add the Warehouse Area to the
      Business Assets to be transferred to Newco, and (ii) shall grant to Newco the
      right of use of a portion of the Warehouse Area equivalent to approximately
      1,000sqm under an irrevocable perpetual free lease agreement (the “Newco Free
      Lease Agreement”). Should after the Transfer of the Business there be a change
      in the applicable legislation preventing the Warehouse Area from being legally
      transferred to Newco, then VCP shall grant an irrevocable perpetual free lease
      agreement to Newco of the Warehouse Area.





1.2.3.2.  If,
      on
      the other hand, the parties jointly determine, up to the date of the Transfer
      of
      the Business (or any other date as may be mutually agreed by the parties),
      that
      the Warehouse Area may not be legally transferred to Newco apart from the
      Business Assets, then (i) such Warehouse Area shall be added to the Business
      Assets and shall be transferred to Newco along with the Transfer of the
      Business, and (ii) Newco shall grant VCP the right of use of the Warehouse
      Area
      under a free lease agreement (the “VCP Free Lease Agreement”) until the moving
      of VCP’s current warehouse to the Optional Area or the Alternative Area. For as
      long as Ahlstrom does not request VCP to move the Warehouse Area, as provided
      for in this Agreement, the VCP Free Lease Agreement shall remain valid and
      enforceable and may not be terminated for any other reason by Newco.





1.2.4  The
      obligations of VCP and of Ahlstrom established in Sections 1.2.2, 1.2.3, 1.2.3.1
      and 1.2.3.2 hereunder shall be valid for 99 (ninety-nine) years as of this
      date.





1.2.5.
      Both Parties acknowledge that the Schedule 1.2(a) may be subject to non-material
      changes prior to Closing in the ordinary course of the Business.





1.2.6.  If
      until
      the exercise of the 2 nd Call/Put
      Option Newco receives the tax and regulatory permits from the Brazilian
      authorities required for it to jointly generate electric power with VCP, as
      provided for in Section 7.3 of the Utilities Agreement, then VCP undertakes
      to,
      within 20 days from the issuance of the last required permit, subscribe and
      pay
      in new shares in Newco (the “TG4 Shares”) in an amount equivalent to the book
      value of 40% of the ideal part of the TG4 (the “ *Fração
      Ideal* ”)
      (further described in Schedule 1.2.6).





1.2.6.1.  Regardless
      of the transfer of the *Fração
      Ideal* by VCP
      to Newco, at the time of the 1 st and/or
      2 nd Call/Put
      Option the purchase and sale of the shares owned by VCP in Newco shall be
      carried out as provided for hereunder without affecting the Option Price, as
      established in Sections 4.1 and 4.2 and in Annex H hereto.





1.2.6.2.  If
      at the
      time of the 2 nd Call/Put
      Option Newco has not yet received the required approvals to receive the *Fração
      Ideal* ,
      then
      the 2 nd Call/Put
      Option rights shall be carried out unaffected based on the Option Price as
      provided for hereunder, and VCP and Ahlstrom shall study an alternative to
      transfer the *Fração
      Ideal* to
      Newco, in a manner mutually acceptable for the parties.





1.2.6.3.  VCP
      represents and warrants that TG4 is not, and will not be, by the time of its
      transfer to Newco, violating any existing applicable zoning, environmental
      or
      health and safety law or regulation, restrictive covenant or any provision
      of
      any law. No notice from any Governmental Authority shall have been given to
      Newco and/or VCP claiming any violation of any such law, ordinance, code or
      regulation or requiring, or calling attention to the need for, any work,
      repairs, construction, or installation on or in connection with said properties
      which has not been complied with.





1.2.6.4.  As
      of
      this date, VCP shall allow Ahlstrom to follow up the process of obtaining the
      relevant tax and regulatory permits before the Brazilian authorities, and shall
      maintain Ahlstrom duly informed on the development of such
      processes.





8




1.3  **Assumption
      of Liabilities by Newco** .
      Upon
      the transfer of the Business Assets pursuant to Section 1.1, Newco shall assume
      and agree to pay, perform and discharge when due (a) the obligations and
      liabilities with respect to the Contracts arising after the Transfer of the
      Business, (b) the liabilities related to the accounts payable, salaries and
      contributions related to the Transferred Employees, and other liabilities
      included in the Operating Working Capital, as provided in the Pro Forma Balance
      Sheet, which sets forth the nature and amount of such liabilities, (c) any
      severance payments or termination costs based on law, contract or collective
      bargaining agreements payable to Business Employees who are terminated by Newco
      after the Closing (including any termination penalties provided for in *Termo
      de Rescisão de Contrato de Trabalho)* ,
      and (d)
      other liabilities as may be agreed by the parties (such liabilities being
      referred to as the “ **Assumed
      Liabilitie** s”).
      For
      the avoidance of doubt, Newco shall not be liable for any indemnification,
      damages, fines or compensation payable to Business Employees or to the
      authorities to the extent that such indemnification, damages, fines or
      compensation are payable as a result of any act, fact, omission, or a breach
      of
      law, regulation, contract or collective bargaining agreement by VCP or the
      Business prior to the Closing.





1.4  **Excluded
      Liabilities** .
      The
      parties agree that VCP shall retain full responsibility for all liabilities
      other than the Assumed Liabilities (the “Excluded Liabilities”). Without
      limiting the generality of the foregoing, the Excluded Liabilities shall include
      (i) any and all obligations and liabilities of VCP related to events occurring
      on or before the Closing Date except for the Assumed Liabilities; (ii) any
      and
      all obligations and liabilities related to or resulting from any Excluded Asset,
      in any case including, but not limited to, accrued or fixed, absolute or
      contingent, Tax, labor, social security, environmental, civil and commercial
      liabilities, as well as those resulting from or in connection with services
      rendered by VCP, except for the Assumed Liabilities; (iii) any and all
      obligations and liabilities arising as a result of Newco being deemed a
      successor of VCP or by virtue of the transactions contemplated hereby related
      to
      events occurring on or prior to the Closing Date, in any case including, but
      not
      limited to, accrued or fixed, absolute or contingent, Tax, labor, social
      security, environmental, civil and commercial liabilities, except for the
      Assumed Liabilities. VCP shall be liable to pay the total amount of any and
      all
      Excluded Liabilities when due and/or to indemnify Newco and/or Ahlstrom for,
      and
      to hold Newco and Ahlstrom harmless from, any and all Excluded Liabilities,
      all
      according to the indemnification procedures provided for hereunder.





1.5  **Transfer
      of Business Employees.** Together
      with the transfer of the Business Assets to Newco, VCP shall transfer to Newco
      the employees primarily engaged in the Business and listed in Schedule
      1.5 (collectively, the “ **Business
      Employees** ”)
      and
      any other employees hired by VCP after the date hereof in the ordinary course
      of
      business which are employed primarily in connection with the Business. VCP
      shall
      not cause the termination or interruption of the labor contracts related to
      the
      Business Employees prior to Closing except in the ordinary course of business.
      In case the transfer of such employees should cause Newco to make any payment
      to
      such employees which are not due and payable as of the date of the transfer
      and
      thereafter, VCP shall indemnify Newco for any such payments in accordance with
      the terms of Section 9.





1.5.1.
      Prior to Closing, VCP and Ahlstrom may agree upon the inclusion of other VCP’s
      current employees not primarily engaged in the Business, including but not
      limited to employees from VCP’s Finance, Human Resources and Commercial areas,
      to the Business Employees list.





1.6  **Transfer
      Costs and Taxes related to the Transfer of the Business** .
      Any and
      all Taxes, assessments, costs or fees which may arise or result from the
      Transfer of the Business as it is run today shall be borne by VCP. VCP
      guarantees that there shall be no costs and expenses related to the transfer of the
      Business Employees.





1.7  **Split
      of the Contracts.** Notwithstanding
      the provisions set forth in Section 1.2 (d) above, in case VCP is not able
      to
      transfer or split the Contracts and/or execute the Service Agreements until
      the
      Transfer of the Business, VCP shall guarantee that Newco will be able to
      regularly operate the Business in its ordinary course, as it is being currently
      conducted by VCP, until the conclusion of the transfer and/or split of the
      Contracts and the execution of the Service Agreements.





1.8  **Service
      Agreements.** To
      the
      extent the execution of **** the
      Service Agreements depend on the transfer and/or split of the Contracts, (i)
      the
      Service Agreements shall be duly executed upon the Transfer of the Business
      to
      Newco or at any other date agreed in writing by the Parties; and (ii) Ahlstrom
      must be given the opportunity to agree on the terms, covenants and conditions
      of
      the referred Services Agreements prior to their execution.





9




1.9  **Execution
      of other agreements.** VCP
      and
      Newco shall execute all of the following agreements up to the Transfer of the
      Business: (i) Independent Sales Representation Agreement, (ii) Procurement
      Agreement; (iii) Utilities Agreement; (iv) Slush Pulp Supply Agreement,
      substantially in the form of Annexes of this Agreement.





**SECTION
      2. PURCHASER SUBSCRIPTION AND PURCHASE OF SHARES**




2.1  **Issuance
      of Ahlstrom Shares and Purchase by Ahlstrom** .
      On the
      Closing Date, provided that all of the conditions precedent set forth in
      Sections 8.1 and 8.2 hereof shall have been fulfilled, Newco shall issue and
      deliver to Ahlstrom and Ahlstrom shall subscribe for and pay in cash, for the
      Subscription Price (as defined below), newly issued Common Shares which shall
      represent approximately 40% (forty per cent) of the total and voting capital
      of
      Newco (the “ **Ahlstrom
      Subscribed Shares** ”).





2.2  **Acquisition
      of Shares from VCP by Ahlstrom** .
      Subject
      to the terms, conditions and covenants of this Agreement, at the Closing,
      following the subscription of the Ahlstrom Subscribed Shares, VCP shall sell,
      transfer, convey and deliver to Ahlstrom, and Ahlstrom shall purchase from
      VCP,
      Common Shares representing approximately 20% (twenty per cent) of the total
      and
      voting capital of Newco, free and clear of any liens (“ **Ahlstrom
      Acquired Shares** ”
and,
      collectively with Ahlstrom Subscribed Shares, the “ **Ahlstrom
      Shares** ”).




2.3 **Subscription
          and**  **Purchase
          Price** .





(a)
            The
                total sum of the Purchase Price plus the Subscription Price for the
                Ahlstrom Shares shall be Reais Equivalent to U.S.$114,000,000.00
                (One
                hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million
                Reais). Such payments shall not be adjusted by profits and losses
                of the
                Newco (in the ordinary course of business) as of the date of the
                Transfer
                of the Business.





i.
            The
                amount of the Subscription Price to be paid by Ahlstrom to Newco
                in
                consideration for the Ahlstrom Subscribed Shares shall be Reais Equivalent
                to U.S.$ 79,000,000****(the
                “**Subscription
                Price**”).





ii.
            The
                amount of the Subscription Price equal to Reais Equivalent to
                approximately U.S.$710,000 shall be allocated to the stock capital
                account
                of Newco and the remaining amount of the Subscription Price shall
                be
                allocated to the capital reserve of Newco (the “**Premium
                Reserve**”).





iii.
            The
                amount of the purchase price to be paid by Ahlstrom to VCP in
                consideration for the Ahlstrom Acquired Shares (the “**Purchase
                Price**”**)**shall be Reais Equivalent to U.S.$****35,000,000
                plus R$8,000,000 (eight million
                Reais).





2.4  The
      sum
      of the Ahlstrom Shares shall correspond to 60% (sixty percent) of the total
      and
      voting capital of Newco.





2.5  **Payment
      of the Subscription Price and Purchase Price** .
      The
      Subscription Price and Purchase Price shall be paid by Ahlstrom or its
      Affiliate, on the Closing Date, in cash, in the City of São Paulo, Brazil,
      through deposit of immediately available funds, all in accordance with payment
      instructions provided by Newco and VCP no later than 5 (five) Business Days
      prior to Closing Date.





2.6  **Waiver
      of Preemptive Rights.** VCP
      hereby agrees to waive its preemptive rights and vote to approve the capital
      increase of Newco for the issuance of Ahlstrom Subscribed Shares in accordance
      with Section 2.1 above.





10




**SECTION
      3.**  **CLOSING
      AND TERMINATION**





3.1  **Closing** .
      The
      actions contemplated in this Section 3 shall take place at a closing (the
“ **Closing** ”)
      to be
      held at the head offices of VCP (or at such other place as the parties may
      designate in writing) on the fifth Business Day following the satisfaction
      or
      waiver of the conditions set forth in Sections 8.1 and 8.2 hereof, which shall
      in no event be later than August 31, 2007 or on such other date as Ahlstrom
      and
      VCP may designate in writing. The date on which the Closing shall be held is
      referred to herein as the “ **Closing
      Date** ”.





3.2  **Documents
      to be Delivered at Closing by Newco.** At
      Closing, Newco shall have furnished, delivered, or cause to be delivered, to
      Ahlstrom and VCP, the following:





(a)
            executed
                copy of the minutes of the General Shareholders Meeting or Board
                of
                Director Meeting of Newco, as applicable, approving the transactions
                herein, including but not limited
                to:





i)
            the
                capital increase of Newco;


ii)
            the
                issuance of the VCP Initial Shares and the Ahlstrom
                Shares;


iii)
            adoption
                of the Amended and Restated Bylaws;


iv)
            approval
                of the members of the Board of Directors and Board of
                Officers;


v)
            acceptance
                of the resignation of initial Newco Officers, to allow the election
                or
                re-election of the Officers pursuant to the Shareholders' Agreement;
                and


vi)
            change
                the name of Newco to “Ahlstrom Jacareí
S.A.”.





(b)
            the
                necessary corporate action of Newco evidencing the registration of
                the VCP
                Initial Shares and the Ahlstrom Shares in the name of the applicable
                shareholder in the Book of Registry of Nominative Shares of Newco;


(c)
            executed
                copy of the Shareholders’
Agreement;


(d)
            executed
                copy of the Independent Representation
                Agreement;


(e)
            executed
                copy of the VCP Free Lease Agreement or Newco Free Lease Agreement,
                as the
                case may be;


(f)
            executed
                copy of the Procurement Agreement;


(g)
            executed
                copy of the Utilities Agreement;


(h)
            executed
                copy of the Slush Pulp Supply
                Agreement;


(i)
            executed
                copy of the Shared Services
                Agreement;


(j)
            executed
                copy of the Services Supply
                Agreement;


(k)
            executed
                copy of the Transition Services
                Agreement;


(l)
            executed
                copy of PCC Agreement with SMI;


(m)
            executed
                copy of Operational and Maintenance
                Agreement;


(n)
            executed
                copy of the Asset Option Agreement;


(o)
            evidence
                of resignations of the initial officers of Newco, to the extent required
                to allow the election or re-election of the Officers pursuant to
                the
                Shareholders' Agreement;


(p)
            executed
                copy of the assignment agreements in connection with the transfer
                of the
                Contracts, pursuant to Section 1.2 (d) hereunder;
                and


(q)
            such
                other documents as Ahlstrom and VCP shall reasonably request in order
                to
                conclude the transactions which shall occur prior to or at closing
                and are
                contemplated by the documents delivered prior to or at
                Closing.





3.3  **Documents
      to be Delivered at Closing by VCP.** At
      Closing, VCP shall have furnished, delivered, or cause to be delivered, to
      Newco
      and/or Ahlstrom, the following:





(a)
            executed
                copy of the Shareholders’
Agreement;


(b)
            executed
                copy of the Independent Representation
                Agreement;


(c)
            executed
                copy of the Procurement Agreement;


(d)
            executed
                copy of the Utilities Agreement;


(e)
            executed
                copy of the VCP Free Lease Agreement or Newco Free Lease Agreement,
                as the
                case may be;


(f)
            executed
                copy of the Slush Pulp Supply
                Agreement;


(g)
            executed
                copy of the Shared Services
                Agreement;


(h)
            executed
                copy of the Transition Services
                Agreement;






11




(i)
            executed
                copy of the Services Supply
                Agreement;


(j)
            executed
                copy of PCC Agreement with SMI;


(k)
            executed
                copy of Operational and Maintenance Agreement;


(l)
            executed
                copy of the subscription bulletin for the subscription of the VCP
                Initial
                Shares and evidence satisfactory to Newco and Ahlstrom of payment
                by
                Transfer of the Business;


(m)
            copies
                of assignments for the Business Assets satisfactory to Newco and
                Ahlstrom;


(n)
            the
                consents set forth onSchedule
                5.4hereto;


(o)
            executed
                copy of the assignment agreements in connection with the transfer
                of the
                Contracts, pursuant to Section 1.2 (d)
                hereunder;


(p)
            such
                other documents as Ahlstrom and Newco shall reasonably request in
                order to
                conclude the transactions which shall occur prior to or at closing
                and are
                contemplated by the documents delivered prior to or at
                Closing.





3.4  **Documents
      to be Delivered at Closing by Ahlstrom.** At
      Closing, Ahlstrom shall have furnished, delivered, or cause to be delivered,
      to
      VCP and/or Newco, the following:





(a)
            copy
                of the subscription bulletin duly executed by Ahlstrom or its Affiliate
                with respect to the subscription of the Ahlstrom Shares and evidence
                satisfactory to Newco and VCP of payment of the Purchase
                Price;


(b)
            executed
                copy of the Shareholders’ Agreement; and


(c)
            such
                other documents as VCP or Newco shall reasonably request in order
                to
                conclude the transactions which shall occur prior to or at closing
                and are
                contemplated by the documents delivered prior to or at
                Closing.





3.5  **Termination
      of the Agreement** .
      This
      Agreement may be terminated prior to the Closing as follows:





(a)  by
      either
      party, if the terms, covenants or conditions of this Agreement to be complied
      with or performed by the other party before the Closing Date shall not have
      been
      complied with or performed and such noncompliance or nonperformance shall not
      have been waived by the other party, except where such noncompliance or
      nonperformance does not have a material adverse effect on transactions to be
      consummated hereunder, upon two days prior written notice to the other;
      provided, however, that the party electing to terminate this Agreement pursuant
      to this Section 3.5 is not in default of any of its obligations hereunder and
      such default is the cause of the other party’s default; or





(b)  by
      mutual
      written consent of Ahlstrom and VCP.





3.6  **Effect
      of Termination** .
      In the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of its duties and obligations arising under this
      Agreement after the date of such termination and such termination shall be
      without liability to VCP, Ahlstrom or Newco; provided, however, that the
      obligations of the parties set forth in Section 7.5 hereof shall survive any
      such termination and shall be enforceable hereunder; and provided further that
      nothing in this Section 3.6 shall relieve any party hereto of any liability
      for
      a breach of this Agreement prior to such termination.





**SECTION
      4.**  **COVENANTS
      FOLLOWING CLOSING**





4.1  **Ahlstrom
      Call Options.**





(a)
      VCP
      hereby grants to Ahlstrom (i) an irrevocable option for Ahlstrom or its
      Affiliate to buy from VCP shares corresponding to twenty percent (20%) of
      Newco’s capital held by VCP (the “ **1** **st** **Call Option** ”);
      and
      (ii) an irrevocable option for Ahlstrom or its Affiliate to buy from VCP all
      and
      not less than all the outstanding shares held by VCP in the Newco, whether
      or
      not the 1 st Call
      Option or the 1 st Put
      Option has been exercised (the “ **2** **nd** **Call Option** ”;
      the
      1 st Call
      Option and the 2 nd Call
      Option jointly referred to as “ **Call
      Options** ).
      The
      1 st Call
      Option may be exercised by Ahlstrom or its Affiliate within the period from
      the
      first anniversary of the Closing Date, and ending on the second anniversary
      of
      the Closing Date; and the 2 nd Call
      Option may be exercised by Ahlstrom or its Affiliate only once, within the
      period from the second anniversary of the Closing Date, and ending on the third
      anniversary of the Closing Date, except if another window date is agreed in
      writing by VCP and Ahlstrom.





12




(b) **** The
      Call
      Options shall be exercised by Ahlstrom by giving to the representatives of
      VCP
      designated in accordance with Section 11.4 below a notice in writing (the
“ **Call
      Notice** ”)
      of its
      intent to exercise each relevant Call Option. Each Call Notice shall also set
      forth the price of the relevant Call Option. The purchase price of Newco’s
      shares under the 1 st Call
      Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million
      U.S. Dollars) (the “ **1** **st** **Call Option Price** ”),
      and
      the purchase price of Newco’s shares under the 2 nd Call
      Option shall be calculated in accordance with the principles set forth in **Annex
      H** .





(c)
      The
      completion of the purchase of shares pursuant to each Call Option shall take
      place at the head office of Newco before or on the date being 30 days after
      the
      date on which Ahlstrom has delivered the relevant Call Notice and, upon the
      completion of the transaction, the relevant Call Option Price shall be payable
      in full in cash or by certified check or bank draft and VCP shall transfer
      the
      shares subject to the relevant Call Option to Ahlstrom or its Affiliate for
      such
      purpose, free and clear of all Liens, with all rights inherent to them,
      including but not limited to, dividends, profits and subscription
      rights.





(d) **** Both
      Call
      Options shall constitute a binding obligation of VCP and its successors and
      assigns.





4.2  **VCP
      Put Options.**





(a)
      Ahlstrom hereby grants to VCP (i) an irrevocable option for VCP to sell to
      Ahlstrom shares corresponding to twenty percent (20%) of Newco’s capital held by
      VCP (the “ **1** **st** **Put Option** ”);
      and
      (ii) an irrevocable option for VCP to sell to Ahlstrom all and not less than
      the
      outstanding shares held by VCP in the Newco, whether or not the 1 st Call
      Option or the 1 st Put
      Option has been exercised (the “ **2** **nd**  **Put
      Option** ”;
      the
      1 st Put
      Option and the 2 nd Put
      Option jointly referred to as “ **Put
      Options** ).
      The
      1 st Put
      Option may be exercised by VCP within the period from the first anniversary
      of
      the Closing Date, and ending on the second anniversary of the Closing Date;
      and
      the 2 nd Put
      Option may be exercised by VCP only once, at any time as of the second
      anniversary of the Closing Date, and ending on the third anniversary of the
      Closing Date.





(b) **** The
      Put
      Options shall be exercised by VCP by giving to the representatives of Ahlstrom
      designated in accordance with Section 11.4 below a notice in writing (the
“ **Put
      Notice** ”)
      of its
      intent to exercise each relevant Put Option. Each Put Notice shall also set
      forth the price of the relevant Put Option. The sale price of Newco’s shares
      under the 1 st Put
      Option shall be Reais Equivalent to U.S.$38,000,000.00 (Thirty eight Million
      U.S. Dollars) (the “ **1** **st** **Put Option Price** ”),
      and
      the sale price of Newco’s shares under the 2 nd Put
      Option shall be calculated in accordance with the principles set forth in **Annex
      H** .





(c)
      The
      completion of the purchase of shares pursuant to each Put Option shall take
      place at the head office of Newco before or on the date being 30 days after
      the
      date on which VCP has delivered the relevant Put Notice and, upon the completion
      of the transaction, the relevant Put Option Price shall be payable in full
      in
      cash or by certified check or bank draft and VCP shall transfer the shares
      subject to the relevant Put Option to Ahlstrom or its Affiliate for such
      purpose, free and clear of all Liens, with all rights inherent to them,
      including but not limited to, dividends, profits, subscription
      rights.





(d) **** Both
      Put
      Options shall constitute a binding obligation of Ahlstrom and its successors
      and
      assigns.





4.3  **Transfer
      of Owned Real Estate.** On
      or
      prior to the exercise of the 2 nd Call
      Option and 2 nd Put
      Option set forth under this Section 4, VCP shall take all the necessary
      measures, at its cost, to split and transfer to Newco the piece of land and
      premises described in Schedule
      4.3 ,
      with a
      total area of approximately 34,500 square meters, **** and **** any
      other
      necessary area for providing access to public routes or complying with any
      other
      requirement of the relevant authorities in order to legally split the area,
      where VCP has carried on the Business and, as of the date of the Transfer of
      the
      Business, Newco will carry on the Business. The documents regarding the Transfer
      of the Business shall include the immediate transfer of all rights and
      possession of the Owned Real Estate to Newco, as well as appropriate covenants
      from VCP to carry out the split and transfer of the title of the Owned Real
      Estate to Newco, at its cost (including, but not limited to the cancellation
      of
      the Owned Real Estate registration with INCRA, if applicable, and the
      regularization of the Owned Real Estate registries before all the relevant
      authorities), as soon as possible.





13




4.4  **Adoption
      of Business Plans** .
      (i) VCP
      and Ahlstrom shall take all actions necessary to prepare promptly and submit
      to
      the Board of Directors of Newco an annual operating budget for the fiscal year
      2007 and (ii) Ahlstrom shall prepare a Strategic Business Plan which is based
      upon the business plan attached hereto as **Annex
      I.** Until
      such time as such business plan is approved, **Annex
      I** shall
      serve as the Strategic Business Plan.





4.5  **Further
      Assurances** .
      Each
      party hereto agrees to execute such further documents or instruments and to
      take
      such other actions as may be necessary or desirable from time to time to effect
      the purposes of this Agreement and carry out its provisions.





**SECTION
      5.**  **REPRESENTATIONS
      AND WARRANTIES OF VCP**





Each
      of
      VCP and Newco represents and warrants to Ahlstrom on the date hereof and on
      the
      Closing Date, the following:




5.1.  **Organization.** Each
      of
      VCP and Newco is a legal entity duly organized and validly existing and in
      good
      standing under the laws of the Federative Republic of Brazil and has all
      corporate powers and authority required to own, lease and operate its properties
      and to carry on its Business as it is now being
      conducted. Ahlstrom
      has been provided with a true and correct copy of Newco's articles of
      incorporation and bylaws as currently in effect.




5.2.  **Authorization
      of Agreement.** Each of
      VCP and Newco has the requisite power and authority to execute and deliver
      this
      Agreement and each of the Definitive Agreements to be executed by it in connection
      with the consummation of the transaction and to fully perform their obligations hereunder
      and thereunder. The execution, delivery and performance by each of VCP and
      Newco
      of this Agreement and each Definitive Agreement have been duly authorized by
      all
      necessary corporate actions. This Agreement has been, and each of the Definitive
      Agreements will be, on or prior to the Closing, duly executed and delivered
      by
      each of VCP and Newco, and (assuming the due authorization, execution and
      delivery by the other Parties hereto and thereto) this Agreement constitutes,
      and each of the Definitive Agreements when so executed and delivered will
      constitute, valid and binding obligations of VCP and Newco, enforceable against
      them in accordance with its terms, subject to Legal Requirements affecting
      creditors’ rights generally and to general principles of equity.




5.3.  **Conflicts.**  (a)
      Neither the execution, delivery and performance by each of VCP and Newco of
      this
      Agreement and the Definitive Agreements, nor the implementation of the Transfer
      of the Business to Newco pursuant to Section 1 and/or the acquisition of the
      Ahlstrom Shares by Ahlstrom, and/or the consummation of the transaction will
      (i)
      conflict with or violate any provision of the bylaws of VCP and/or Newco; (ii)
      result in any violation of any law, order or judgment applicable to VCP and/or
      Newco or which may be applicable to VCP and/or Newco at Closing; (iii) conflict
      with, violate, result in the breach or termination of, or (after the giving
      of
      notice or the lapse of time or both) constitute a default or give rise to any
      right of termination or acceleration or right to increase the obligations or
      otherwise modify the terms under any contract to which VCP or Newco is a party
      or any Order to which VCP or Newco or any of its property or assets is subject;
      (iv) result in the creation of any Lien or encumbrance over the properties
      or
      assets of Newco, and (b) there are no, and as of the Closing there will be
      no,
      circumstances, facts or obligations related to each of VCP and Newco or to
      its
      business and activities, as a result of which, according to applicable law,
      any
      change in the ownership of the Business or shares of Newco's capital will result
      in any alteration or modification of any nature of its powers, rights, privilege
      or authority related to the operation of the Business or the Business
      Assets.




5.4.  **Consents
      and Approvals.** No
      consent, approval, authorization, licenses, permits and other actions by, and
      filings with, any Governmental Authority or any third party will be required
      with respect to the actions of VCP and/or Newco in connection with the execution
      and delivery by VCP and/or Newco of this Agreement or in order for VCP and/or
      Newco to consummate the transactions contemplated hereby.




14


5.5.  **Compliance
      with Licenses and Laws** .
      Except
      as set forth in Schedule
      5.5 and for
      permits, licenses, approvals and authorizations the lack of which would not
      cause material losses or risk of interruption or prevent Newco from operating
      the Business (as it is currently conducted by VCP), VCP holds, and Newco shall
      hold as of the Closing, all required permits, licenses, approvals and
      authorizations from all governmental or regulatory authorities which are
      necessary to conduct the Business (as it is currently conducted by VCP). As
      of
      the date hereof, all of such permits, licenses, approvals and authorizations
      are, and will be at Closing, in full force and effect. All of such permits,
      licenses, approvals and authorizations shall be assigned to or obtained by
      Newco
      prior to or at the Closing. Each of VCP and Newco has complied in full with
      such
      Permits and all Legal Requirements applicable to it, and each of VCP and Newco
      is operating and has at all times operated the Business in compliance with
      all
      applicable laws.




5.6.  **Taxes** . All tax
      returns of VCP, in connection with the Business, required to be filed prior
      to
      the Closing Date have been (or will be) filed by the Closing Date and were
      (or
      will be) true and correct in all material respects. All Taxes due and payable
      by
      VCP in connection with the Business, prior to the Closing Date have been or
      will
      be duly paid by VCP on or prior thereto. There is no action, audit, proceeding,
      or investigation for the assessment or collection of Taxes related directly
      or
      indirectly to the Business that is pending or threatened by any Governmental
      Authority against VCP or Newco. There are no Liens for Taxes that arose in
      connection with any failure (or alleged failure) to pay any tax related directly
      or indirectly to the Business.




5.7.  **Properties
      Title** **:** VCP
      has
      good and marketable legal title in and ownership of all of its Business Assets,
      without any limitation on transferability and free and clear of any burden
      or
      Lien, except for Permitted Liens.




5.8.  **Real
      Property Title**




(a)
            VCP
                has good and marketable legal title in and ownership of and is in
                sole
                possession of the Owned Real Estate, without any limitation on
                transferability and free and clear of any burden, encumbrances, or
                liens,
                except for Permitted Liens listed inSchedule
                5.8(a).
                VCP has complied with any and all obligations and liabilities related
                to
                the Owned Real Estate, in any case including, but not limited to
                the
                payment of any and all accrued or fixed, absolute or contingent,
                Taxes.
                Neither the Owned Real Estate, nor the use thereof, contravenes or
                violates any building, zoning, administrative, occupational safety
                and
                health or any other applicable Law in any material respect (whether
                or not
                permitted on the basis of prior nonconforming use, waiver or
                variance).




(b)
            No
                condemnation, dispute, or other proceeding is pending or is threatened,
                which would affect the use or the ownership of the Owned Real
                Estate.




(c)
            At
                Closing, the Owned Real Estate will be clear of any burden, encumbrances,
                or lien and will be in good conditions of use, except for deterioration
                resulting from ordinary use not considered material in nature or
                cost.




(d)
            VCP
                is not in default under and/or has not breached any of the terms
                of, any
                of the applicable Permitted Liens.




(e)
            At
                Closing, the Owned Real Estate will not be subject to any rights
                of way,
                use restrictions or zoning ordinances that limit or interfere with
                the
                Ahlstrom’s use of such real property in the manner in which it has been
                used by VCP. The water, electric, gas, sewer utility services and
                all
                other public utilities currently available for the Owned Real Estate
                will
                be adequate for the present use of such property in the conduct of
                the
                VCP’s activities and the Business. VCP has not received any notice that
                any Governmental Authority having the power of expropriation,
                interdiction, or declaring as belonging to historical heritage or
                a
                similar power with respect to all or any part of the Owned Real Estate.
                No
                notice from any Governmental Authority has been received by VCP requiring
                or calling attention to the need of any work, repair, construction,
                alteration or installation on or in connection therewith which has
                not
                been complied with in full prior to the date of this
                agreement.




15




(f)
            VCP
                has not received (i) any written notice from any Governmental Authority
                having jurisdiction over all or any portion of the Real Estate regarding
                any material adverse change in the specific application to such real
                property of any applicable Laws, which will, in the future, cause
                a change
                in the permitted use of all or any portion of such real property
                or the
                Business conducted thereon, or (ii) any written notice from adjacent
                landowners regarding unrecorded easements and/or agreements or
                encroachments in respect of all or any portion of such real property
                that
                would materially adversely affect the applicable Business Real Property
                and the use thereof by VCP or the Business conducted
                thereon.




(g)
            There
                is no action, proceeding, or investigation for the assessment or
                collection of Taxes that is pending regarding to the Owned Real Estate,
                threatened by any Governmental Authority against
                VCP.




5.9.  **Good
      Standing.** As
      of the
      Closing, Newco:





(a)
            shall
                have no liabilities of any nature whatsoever, whether accrued, contingent,
                absolute, determined, determinable or otherwise, and there is no
                existing
                condition, situation or set of circumstances that could reasonably
                be
                expected to result in such a liability, except for the Assumed Liabilities
                and other liabilities incurred by Newco from the date of the Transfer
                of
                the Business in the ordinary course of
                business;





(b)
            own
                no assets other than the Business Assets and other assets acquired
                by
                Newco as from the date of the Transfer of the Business in the ordinary
                course of business, all of which shall be (i) free and clear of any
                liens
                (except for the Permitted Liens) or burdens, (ii) in good condition,
                fair
                wear and tear excepted, and have been regularly serviced and maintained
                (iii) in strict compliance any existing applicable zoning law, restrictive
                covenant or any provision of law, and (iv) sufficient for the conduct
                of
                the Business as it is being conducted by
                VCP;





(c)
            shall
                have no employees except for the Business
                Employees;





(d)
            will
                not be a party to any claim, action, suit, investigation or proceeding
                (and there is no basis therefor) before any court or arbitrator or
                any
                Governmental Authority;





(e)
            shall
                not have equipment, machines, constructions, plants, facilities or
                buildings, or the operation or maintenance thereof, as now operated
                and
                maintained by VCP, violating any existing applicable zoning, environmental
                or health and safety law or regulation, restrictive covenant or any
                provision of any law. No notice from any Governmental Authority shall
                have
                been given to Newco and/or VCP claiming any violation of any such
                law,
                ordinance, code or regulation or requiring, or calling attention
                to the
                need for, any work, repairs, construction, or installation on or
                in
                connection with said properties which has not been complied
                with.





(f)
            shall
                have carried out the Business in its usual and ordinary
                course.




5.10.  **Ownership** .
      As of
      the Closing, VCP shall be the lawful owner of the VCP Initial Shares, which
      shall represent all shares of the capital of Newco. As of the Closing, VCP
      shall
      have clear and unencumbered title thereto, free and clear of any Liens. There
      are and on the Closing Date there will be no existing options, warrants, calls,
      rights, commitments or other agreements of any character requiring, and there
      will be no securities of Newco outstanding, which upon conversion or exchange
      would require the issuance, sale or transfer of any additional shares of capital
      stock or other equity securities of Newco or other securities convertible into,
      exchangeable for, or evidencing the right to subscribe for or purchase shares
      of
      capital stock or other equity securities of Newco other than to Purchaser other
      than contemplated by this Agreement. There is no, and on the Closing Date there
      will be no, voting trust or other voting agreement with respect to any of the
      VCP Initial Shares, no nominee agreement, and no other agreement relating to
      the
      ownership, issuance, sale, redemption, transfer or other disposition of the
      VCP
      Initial Shares.


16




5.11.  **Business
      Employees** . Schedule
      1.5 sets
      forth a complete and accurate listing of all of the employees of VCP to be
      transferred to Newco, presently working for and necessary for continuing to
      operate the Business as a going concern.




5.12.  **Benefit
      Plans** .
      In
      relation to the Business Employees, VCP has paid and complied with and until
      the
      Closing Date, will pay and comply with, all the obligations with respect to
      the
      benefit plans granted to the Business Employees.




5.13.  **Financial
      Statements** .
      The Pro
      Forma Financial Statement of the Business for the year ended 2006, attached
      hereto as Schedule
      5.13 ,
      was
      prepared taking into consideration the expenses to be incurred by Newco as
      a
      result of the agreements mentioned in Section 3.2 (d) and (g) to (l) hereof
      (the
“ **Financial
      Statements** ”).
      Such
      Financial Statements (a) are and will be on the Closing Date complete and
      correct in all material respects, (b) are and will be on the Closing Date in
      accordance with the books and records of VCP in regards to the Business, (c)
      have been prepared in accordance with Brazilian GAAP consistently applied,
      (d)
      present truly and fairly the financial condition of the Business as of the
      date
      indicated therein, and correctly reflect the results of the Business for the
      period then ended, (e) have not substantially changed since their issuance
      by
      VCP and delivery to Ahlstrom, and (f) will not, by virtue of any act or omission
      by VCP, substantially change until Closing in a way that may cause any material
      adverse effect to Newco or to the Business.




5.14.  **Insurance** .
      Each of
      the insurance policies relating to the Business is currently in full force
      and
      will continue to be in force or renewed and VCP has not failed to give timely
      notice or present any material claim under any insurance policy.




5.15.  **Contracts** . Schedule
      1.2(d) hereto
      contains a list of all Contracts that are necessary for the conduct of the
      Business by Newco as it is currently conducted by VCP. Each Contract was entered
      into in the ordinary course of the business, is in full force and effect, is
      valid and enforceable against the other party, constitutes a legal and binding
      obligation of the respective parties thereto, and is not subject to any notice
      of default, termination or partial termination. VCP has complied in all material
      respects with the provisions of each Contract. In addition, no material
      obligation of any party to any Contract has been defaulted by such party.




5.16. **Intellectual Property** .
      Except
      for those included in the Contracts, there are no intellectual property rights
      owned by or licensed to VCP that need to be transferred to Newco upon the
      Transfer of the Business that would be required to run the Business in the
      ordinary course of business as it was run until this date.




5.17.  **Environmental
      Matters** .





(a)  The
      Business and operations of VCP are and have been in compliance with all
      Environmental Laws in effect as of the date hereof and will be maintained to
      the
      Closing Date, and no condition exists or event has occurred which, with or
      without notice or the passage of time or both, would constitute a violation
      of
      or give rise to any lien or encumbrance under any Environmental
      Law;





(b)  VCP
      is,
      and Newco on the Closing Date will be, in possession of all permits, licenses,
      approvals, consents or other authorizations required by or pursuant to any
      applicable Environmental Law (each, an “ **Environmental
      Permit** ”)
      required for the conduct or operation of the Business (or any part thereof),
      as
      it currently conducts, and is in full compliance with all of the requirements
      and limitations included in such Environmental Permits;





(c)  VCP
      has
      not used, released or stored and VCP and Newco will not use or store until
      the
      Closing Date, any substance or pollutant, contaminant, toxic or hazardous
      materials, whether material or energy, in the atmosphere, water or land, or
      in
      any other way in, on, or at any of the properties or facilities of VCP or Newco
      except in accordance with all applicable Environmental Laws and Environmental
      Permits;


17


(d)  The
      Owned
      Real Estate, including the buildings of the Business and the Business Assets
      do
      not contain any substance or pollutant, contaminant, toxic or hazardous
      materials or energy that would constitute a violation of or give rise to any
      lien or encumbrance or clean-up obligation under any Environmental
      Law;





(e)  VCP
      has
      not received any written notice from any Governmental Authority that any aspect
      of the Business is in violation of any Environmental Law or Environmental
      Permit, or that it is responsible (or potentially responsible) for the cleanup
      or remediation of any substance at any location;





(f)  VCP
      is
      not the subject of any litigation or proceedings in any forum, judicial or
      administrative, involving a demand for damages, injunctive relief, penalties,
      or
      other potential liability with respect to violations of any Environmental
      Law;





(g)  VCP
      has
      timely filed all reports and notifications required to be filed with respect
      to
      all of its properties and facilities and has generated and maintained all
      required records and data under all applicable Environmental Laws;
      and





(h)  no
      condition has existed or event has occurred with respect to any property that
      was at any time owned by VCP or any predecessor thereto, which property has
      been
      sold, transferred or disposed for which any lease has terminated, that could,
      with or without notice, passage of time or both, give rise to any present or
      future liability of VCP or Newco pursuant to any Environmental Law.




5.18.  **Conduct
      of**  **Business** .
      Since
      December 31, 2006, VCP has carried on the Business in its usual and ordinary
      course. Without limiting the generality of the foregoing, since December 31,
      2006, VCP has not with respect to the Business: (a) suffered any substantial
      change in its financial, legal, economic and business condition; (b) undertaken
      or assumed any liability for any obligation (contingent or of any other kind),
      except for those incurred in the ordinary course of the business; (c) sold,
      transferred or agreed to sell or transfer any of its Business Assets or
      properties, except for those in the ordinary course of its Business; (d) had
      any
      of its Business Assets used in its activities destroyed or substantially
      damaged; (e) increased or agreed to increase the level of compensation or
      benefits, related to salary or not, assigned to any member of the Board of
      Executive Officers, manager or employee over those in effect on December 31,
      2006, unless resulting from salary agreements with the employees’ union or the
      general salary policy of VCP; or (f) made any payment of dividend, profits,
      bonus, whether in cash or assets, or made any other distribution to any of
      its
      shareholders.




5.19.  **Accounts
      Receivable.** The
      accounts receivable of the Business reflected on the combined statement of
      assets and liabilities included in the Pro Forma Financial Statement and all
      account receivables arising subsequent to the Pro Forma Financial Statement
      date, (i) arose from bona  fide sales
      transactions in the ordinary course of business, and (ii) are legal, valid
      and
      binding obligations of the respective debtors enforceable in accordance with
      their respective terms; (iii) are not the subject of any actions or proceedings
      (iv) are fully collectable within 180 days from their respective due
      dates.




5.20. **Inventory.** All
      inventory of the Business (including raw materials, work-in-process, finished
      goods, supplies and spare parts) is of a quality, quantity and condition useable
      or saleable in the Ordinary Course. None of such inventory is obsolete in
      amounts in excess of reserves and no write-down of such inventory has been
      made
      or should have been made in accordance with Brazilian GAAP in the period since
      the Financial Statement date. All of such inventory is located at the facilities
      of the Business or in the warehouses of Armazéns Gerais Trianon Ltda. and
      Universal Distribuições e Transporte Ltda. and no inventory is held on a
      consignment basis.




5.21. **Schedules** .
      All
      Schedules attached hereto, in addition to other items mentioned in this
      Agreement, are true, correct, and complete and contain a description of all
      that
      is required for the operation of the Business by Newco as it is currently being
      conducted by VCP, including but not limited to Business Assets, Permits,
      Licenses, Authorizations, Consents, Approvals, Contracts, Business Employees,
      Inventories, unless otherwise established in this Agreement.


18


**SECTION
      6.**  **REPRESENTATIONS
      AND WARRANTIES OF PURCHASER**





Ahlstrom,
      on behalf of itself and its Affiliate, represents and warrants to VCP as
      follows:




6.1. **Organization.** Ahlstrom
      is a legal entity duly organized and validly existing and in good standing
      under
      the laws of the Federative Republic of Brazil.




6.2.  **Authorization
      of Agreement.** Ahlstrom
      has the requisite power and authority to execute and deliver this Agreement
      and
      each of the Definitive Agreements to be executed by it in connection with the
      consummation of the transaction and to fully perform its obligations hereunder
      and thereunder. The execution, delivery and performance by Ahlstrom of this
      Agreement and each Definitive Agreement have been duly authorized by all
      necessary corporate actions.




6.3.  **Conflicts.** The
      execution, delivery and performance by Ahlstrom of this Agreement and the
      Definitive Agreements and the consummation of the transaction will not (a)
      conflict with or violate any provision of the bylaws of Ahlstrom; (b)
      conflict **** with,
      violate, result in the breach or termination of, or (after the giving of notice
      or the lapse of time or both) constitute a default or give rise to any right
      of
      termination or acceleration or right to increase the obligations or otherwise
      modify the terms under any contract to which Ahlstrom is a party or any Order
      to
      which Ahlstrom or any of its property or assets is subject; (c) violate any
      judicial order against, or binding upon, Ahlstrom or any of its properties
      or
      assets; (d) constitute a violation of any Legal Requirement.




6.4.  **Consents
      and Approvals.** No
      consent, approval, authorization, licenses, permits and other actions by, and
      filings with, any Governmental Authority or any third party will be required
      with respect to the actions of Ahlstrom in connection with the execution and
      delivery by Ahlstrom of this Agreement or in order for Ahlstrom to consummate
      the transactions contemplated hereby.




6.5.  **Brokerage** .
      No
      broker, finder or similar agent has been employed by or on behalf of Ahlstrom
      in
      connection with this Agreement or the transactions contemplated
      hereby.





**SECTION
      7.**  **COVENANTS
      OF THE PARTIES PRIOR TO CLOSING**





7.1  **Legal,
      Environmental and Accounting Diligence** .
      Until
      the Closing Date, VCP agrees and shall give reasonable access for Ahlstrom
      and
      its representatives to continue its due diligence audit of the Business, which
      shall be limited to (i) the Business Employees, (ii) the accounting books and
      records relating to the Business as well as corporate documents of Newco and
      the
      Contracts, (iii) the Owned Real Estate to be transferred to Newco, and (iv)
      a
      technical environmental due diligence of the Business premises including, but
      not limited to, the existence of any soil or water contamination.





7.2  **Conduct
      of Business** .
      As from
      the date of signature of this Agreement until the Closing Date, the Business
      shall be conducted in the ordinary course and in accordance with accepted and
      reasonable business practices. VCP shall allow representatives of Ahlstrom
      to
      reasonably follow up the development and management of the Business. As from
      the
      date hereof until the Closing Date, VCP and Newco shall not do any of the
      following in regards to the Business except in connection with the Definitive
      Agreements:





(a)  charge
      or
      grant security interest in any of the Business Assets except in the ordinary
      course of business;





(b)  amend
      or
      change contracts of employment with Business Employees or create new pension
      obligations of Newco or any other new obligations under such contracts except
      in
      the ordinary course of business;




(c) assume
      liabilities whose payment terms would exceed six months or create liabilities
      outside the ordinary course of business nor renew, extend or change existing
      liabilities unless within the scope of the ordinary course of the business,
      except for contracts that have to be executed by Newco with third parties for
      conduct of the business in its ordinary course in substitution for agreements
      previously in the name of VCP;****


19




(d)  make
      extraordinary expenditures for fixed assets or create liabilities in this
      regard;





(e)  enter
      into any new line of business; waive any right under or cancel any contract,
      debt or claim which waiver or cancellation would have a material adverse effect
      on the Business, properties or financial condition of Newco;





(f)  delay
      the
      payment of material liabilities of any kind;





(g)  sell,
      lease or otherwise dispose of any fixed assets that would materially affect
      the
      business, properties or financial condition of Newco;





(h)  organize,
      invest in or acquire an entity or interest in any corporation, partnership,
      joint venture, association or other entity or organization; and





(i)  maintain
      its books of account other than as in the usual, regular and orderly manner
      in
      accordance with good accounting practices or make any change in any of its
      accounting methods or practices.





7.3  **Inter-Company
      Relationships** .
      As of
      the date of the Transfer of the Business, VCP will only enter into and carry
      out
      transactions and contracts with Newco which do not violate the provisions of
      Section 7.2 above and are on an arms-length basis, including, without
      limitation, the applicable Definitive Agreements.





7.4  **Notification** .
      Until
      the Closing Date, each party shall promptly notify the other party of any
      actions or claims that are commenced, made or, to the knowledge of the notifying
      party, threatened against any party or Newco, which relate to, or affect, in
      any
      material respect, VCP, Newco, this Agreement or the transactions contemplated
      hereby. Each party will endeavor to notify the other promptly after becoming
      aware of any breach of representation or failure to perform any agreement
      hereunder on the part of either party, as well as any prospective failure to
      satisfy a condition to such other party's obligations to close. However, the
      failure of a non-defaulting party to give such notice will not in any way affect
      its or his right under this Agreement.





7.5  **Publicity** .
      No
      publicity release or announcement concerning the transactions contemplated
      hereby shall be issued by either party without the prior consent of the other,
      except as such release or announcement may be required by applicable law, in
      which case the party making the release or announcement shall, before such
      release or announcement, provide a copy of such release or announcement to
      the
      other party. The parties will cooperate with each other in coordinating their
      public relations programs concerning the transactions contemplated hereby.





7.6  **Consents.** VCP
      shall have obtained in form reasonably satisfactory to Ahlstrom, all consents
      required for the Transfer of the Business prior to Closing.




7.7  **Non-solicitation.**




(a)
            Either
                Party shall, for a period of three (3) years from the Closing Date,
                refrain from, either alone or together with any other Person, or
                directly
                or indirectly through its Affiliates, causing, soliciting, inducing
                or
                encouraging any employees who are or become employees of the other
                Party
                and/or Newco with respect to the Business to leave such employment;provided,however,
                that the foregoing shall not prohibit general solicitations of employment
                not specifically directed toward employees of the other Party or
                its
                Affiliates or the hiring of such employees in response thereto, nor
                the
                hiring, employment or engagement of any employee of the other Party
                or its
                Affiliates who presents himself for employment without direct or
                indirect
                solicitation by the hiring party or any of its
                Affiliate.


20





(b)
            VCP
                shall, for a period of three (3) years from the Closing Date, refrain
                from, either alone or together with any other Person, or directly
                or
                indirectly through its Affiliates willfully causing or attempting
                to cause
                any material customer or supplier of the Business to terminate or
                materially reduce its business with the
                Newco.





7.8.
            Both
                parties agree to use their best efforts to reduce costs of Newco
                by, for
                instance, reducing the number of the Business Employees, sales
                commissions, and other payments to Newco’s services providers, etc. The
                target for the above-mentioned costs reduction would be in the range
                of
                U.S.$ 1,000,000.00 (one million United States
                Dollars).





7.9.
            Ahlstrom
                shall inform VCP whether it wishes to have VCP maintain in place
                its
                current insurance policy until December 31, 2007, which policy covers
                the
                Business Assets. Should Ahlstrom wish to have VCP do so, then Newco
                shall
                reimburse VCP for such insurance coverage, from the Closing until
                December
                31, 2007, on a pro-rata basis considering the percentage of the amount
                of
                the policy allocated to the Business Assets vis-à-vis the total amount of
                the policy.





**SECTION
      8. CONDITIONS PRECEDENT**





8.1  **Conditions
      to the Obligations of VCP** .
      The
      obligations of VCP to consummate the transactions contemplated by this Agreement
      are subject to the fulfillment, on or before the Closing Date, of the following
      conditions (subject to the right of VCP to waive any such
      condition):





(a)  **Representations
      and Warranties True and Correct** .
      All of
      the representations and warranties of Ahlstrom contained in this Agreement
      shall
      be true and correct in all material respects on and as of the Closing Date
      as if
      made on and as of the Closing Date;





(b)  **Covenants
      and Agreements Performed** .
      Ahlstrom shall have performed or complied with, in all respects, and delivered,
      all covenants, agreements, conditions or documents which performance, compliance
      with or delivery by Ahlstrom prior to or at the Closing are expressly required
      by this Agreement;





(c)  **Definitive
      Agreements** .
      On the
      Closing Date, VCP, Ahlstrom and Newco, as applicable, shall have entered into
      and executed all the Definitive Agreements; and





(d)  **No
      Injunctions** .
      No
      preliminary or permanent injunction issued by any Brazilian or other court
      of
      competent jurisdiction preventing the consummation of the transaction
      contemplated hereby shall be in effect.





8.2  **Conditions
      to the Obligations of Ahlstrom** .
      The
      obligations of Ahlstrom to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, on or before the Closing Date, of
      the
      following conditions (subject to the right of Ahlstrom to waive any such
      condition):





(a)  **Representations
      and Warranties True and Correct** .
      All of
      the representations and warranties of VCP contained in this Agreement or in
      any
      written certificate delivered pursuant to this Agreement shall be true and
      correct in all material respects on and as of the Closing Date as if made on
      and
      as of the Closing Date;





(b)  **Finalization
      of Due Diligence.** The
      Ahlstrom shall have had the opportunity to finalize its due diligence pursuant
      to Section 7.1 to its full satisfaction;





(c)  **Covenants
      and Agreements Performed** .
      VCP and
      Newco shall have performed or complied with, in all respects, and delivered,
      all
      covenants, agreements, conditions or documents which performance, compliance
      with or delivery by VCP or Newco prior to or at the Closing are expressly
      required by this Agreement;




(d) **No
      Injunctions**. No preliminary or permanent injunction issued by any
      Brazilian or other court of competent jurisdiction preventing the consummation
      of the transactions contemplated hereby shall be in effect;


21





(e)  **Material
      Adverse Change** .
      There
      shall have occurred no Material Adverse Change in the Business, since December
      31, 2006;





(f)  **Implementation
      of the Transfer of the Business, Transfer of the Business Employees and
      Approvals** .
      Except
      for the required Owned Real Estate segregation and transfer of title to Newco,
      the Transfer of the Business shall have been implemented and completed as
      described in Section 1. All Business Employees listed in Schedule
      1.5 shall
      have been transferred to Newco, in compliance with all applicable laws and
      regulations and without any liabilities to Newco other than the Assumed
      Liabilities. Newco shall have obtained all required permits, licenses,
      approvals, authorizations from and registrations with all governmental or
      regulatory authorities which are necessary to conduct the Business as it used
      to
      be conducted by VCP, except for the approval described in Section 11.1
      (CADE);





(g)  **Transfer
      of Contracts and Consents of Third Parties** .
      VCP
      shall have (i) had all the Contracts transferred to Newco, or (ii) if such
      transfer is not possible (because the contract covers other VCP areas or because
      the counterpart does not permit the transfer), caused Newco to enter into new
      agreements under similar conditions, to the extent possible;





(h)  **Transactions
      with VCP or Affiliates of VCP** .
      No
      transaction of any nature between Newco and VCP and/or Affiliates of VCP shall
      be in effect, except for (i) the Contracts (or new agreements executed by Newco
      in replacement thereof), (ii) the Definitive Agreements, and (iii) any other
      transactions previously approved in writing by Ahlstrom; and





(i) ****  **Definitive
      Agreements** .
      On the
      Closing Date, VCP, Ahlstrom and Newco, as applicable, shall have entered into
      and executed all the Definitive Agreements.





**SECTION
      9. INDEMNIFICATION**





9.1 **Obligation
      of VCP to Indemnify** .
      VCP
      shall defend, indemnify and hold Ahlstrom and Newco harmless from and against
      and in respect of any and all Losses directly or indirectly suffered, incurred
      or paid by Ahlstrom or Newco, as applicable as a result of:





(a)  the
      breach of any representation or warranty on the part of VCP under this Agreement
      or the fact that any representation or warranty is not true and correct on
      the
      Closing Date;





(b)  acts,
      activities, omissions, facts, business, circumstances, or contingencies
      occurred, contracted or performed related to the Business and/or to the Business
      Employees until and including the Closing Date except for the Assumed
      Liabilities, even if their consequences come to be known only after the Closing
      Date;




(c)  the
      non-performance, partial or total, of any covenant or agreement of VCP contained
      in this Agreement, in the Definitive Agreements or in any document or instrument
      relating to this Agreement;





(d)  without
      limiting the generality of the foregoing, any liability other than the Assumed
      Liabilities, contingent or not, of civil, commercial, labor, social,
      environmental, Tax, fiscal or other nature as a result of Newco being deemed
      a
      successor of VCP or by virtue of the transactions contemplated pursuant to
      this
      Agreement; or





(e)  the
      Excluded Liabilities, including any liability related to any Excluded
      Asset.





9.2  **Obligation
      of Ahlstrom to Indemnify** .
      Ahlstrom shall defend, indemnify and hold VCP harmless from and against and
      in
      respect of any and all Losses directly or indirectly suffered, incurred or
      paid
      by VCP, as a result of:




(a) the
      breach of any representation or warranty on the part of Ahlstrom under this
      Agreement or the fact that any representation or warranty is not true and
      correct on the Closing Date;


22





(b)  the
      non-performance, partial or total, of any covenant or agreement of Ahlstrom
      contained in this Agreement, in the Definitive Agreements or in any document
      or
      instrument relating to this Agreement;  or





(c)  any
      Assumed Liabilities.





9.3  **Survival
      of Obligations** .
      The
      obligations of VCP and of Ahlstrom to indemnify each other or Newco for any
      Loss
      pursuant to this Section 9 shall continue to be valid until the expiration
      of
      all relevant statutes of limitations.





9.4  **Indemnification
      Procedures** .





9.4.1.  **Direct
      Claim Indemnification.** Each of
      VCP and Ahlstrom (“Indemnifying Party”) agrees to reimburse and/or to pay the
      other or to Newco (as the case may be) (each an “Indemnified Party”), the full
      amount of any Loss incurred by the Indemnified Party that does not result from
      a
      third party claim (“Direct Claim”) pursuant to Sections 9.1, 9.2, and 9.3 within
      five (5) Business Days from receipt of the request from the Indemnified Party
      for such purpose substantiated with appropriate evidence of such
      Loss.





9.4.2.  **Third
      Party Claim-based Indemnification.**





(a)  When
      any
      indemnification right of either party for a Loss pursuant to this Agreement
      is
      based on a Claim against Newco and/or Ahlstrom, or VCP (as the case may be),
      the
      Indemnified Party shall give notice to the Indemnifying Party, within the lesser
      of five (5) days or one-third of the period of time in which the Indemnified
      Party is required to file such answer or other responsive pleading or motion
      to
      allow the Indemnifying Party to prepare a defense and file an answer, and at
      its
      sole discretion the Indemnifying Party may assume the defense of any such Claim
      through counsel of its own choice, provided, however, that (i) such counsel
      shall be reasonably satisfactory to the Indemnified Party (ii) the Indemnified
      Party will be entitled to follow up such defense until the final and
      non-appealable judgment, and (iii) the defense of such claim by the Indemnifying
      Party prevents the Indemnified Party from obtaining clearance certificates
      issued by INSS - *Instituto
      Nacional de Seguridade Social* and/or
      FGTS - *Fundo
      de Garantia por Tempo de Serviço* .
      Within
      the lesser of five (5) days from the receipt by the Indemnifying Party of the
      notice regarding the existence of a claim or one half of the period of time
      in
      which a party is required to file such answer or other responsive pleading
      or
      motion, the Indemnifying Party shall notify the Indemnified Party as to whether
      the Indemnifying Party will assume or decline to assume any such defense. If
      the
      Indemnifying Party assumes such defense, such decision shall be final and any
      direct or indirect damage deriving from the failure to assume such defense
      shall
      be borne by the Indemnifying Party. If the Indemnifying Party declines to assume
      any such defense, then (A) the Indemnified Party shall proceed to assume the
      defense, using counsel that is acceptable to the Indemnifying Party, and (B)
      the
      Indemnified Party shall have the obligation to keep the Indemnifying Party
      informed about the status of the Claim and consult with the Indemnifying Party
      before taking any decisions regarding relevant procedural strategies in the
      Claim, (C) in addition to indemnifying the Indemnified Party against any final
      and non-appealable judgment or settlement arising from such claim, the
      Indemnifying Party shall be liable, up to the percentage of the Indemnifying
      Party’s share of responsibility under such Claim (based on the allocation of the
      Losses to each of the Indemnifying Party and Indemnified Party according to
      the
      pertinent period during which each party was responsible for the specific
      liability), for all costs and expenses of defending such Claim, granting of
      any
      guarantee in cash or in assets, or for the making of any deposits, and/or for
      any payment made, including fees and disbursements of counsel. If the
      Indemnified Party assumes the defense, it may only settle a dispute with the
      prior written consent of the Indemnifying Party. The failure to give reasonably
      prompt notice of any Claim shall not release, waive or otherwise affect the
      Indemnifying Party's obligations with respect thereto except to the extent
      that
      the Indemnifying Party can demonstrate actual loss and prejudice as a result
      of
      such failure.




(b) In
      any event, the Indemnifying Party shall reimburse the Indemnified Party, as
      the
      case may be, for all expenses of defending such Claim (including, but not
      limited to official costs and reasonable attorneys' fees) upon submission of
      periodic bills and shall make available to the Indemnified Party, as the case
      may be, funds or assets necessary to make any compulsory judicial or
      administrative deposit or pledge.


23





(c)  After
      a
      final non-appealable decision is passed on the Claim, both the Indemnified
      Party
      and the Indemnifying Parties shall review the Claim and the final decision
      passed, to verify the percentage of Losses attributable to each of them. Based
      on that percentage, and on the amounts disbursed by each of them in regard
      to
      the Claim until then, the parties shall make any compensation adjustments
      necessary.





9.4.3.  If
      no
      payment is made by the Indemnifying Party on time, the amount due and unpaid
      shall be increased by a penalty equal to 10% (ten per cent) and shall (i) accrue
      interest at the rate of 12% (twelve per cent) per annum and (ii) be updated
      by
      the variation of the IGP-M index from the due date until the date it is paid
      in
      full. For the avoidance of doubt, the Indemnifying Party shall “gross-up” any
      indemnity payment so that after any taxes imposed on or arising from such
      indemnity payment, the Indemnified Party retains an amount equal to the total
      amount of such Loss.





9.5.  **Limitations
      to Indemnification Obligations.** Notwithstanding
      anything to the contrary in this Agreement or in any of the Definitive
      Agreements, the Indemnifying Party shall have no liability to the Indemnified
      Parties in respect of indemnification claims based on breach of the
      representations and warranties of this Agreement pursuant to Section 9
      hereunder, unless and until the aggregate amount of all claims involved in
      such
      Losses exceeds U.S.$. 500,000.00 (five hundred thousand United States Dollars),
      when the  Indemnifying
      Party shall have to pay to the Indemnified Party the full amount of the Losses,
      and not only the excess.





**SECTION
      10. PROVISIONS APPLICABLE TO AHLSTROM’S DISPOSAL OF ITS INVESTMENT IN
      NEWCO**





10.1.  If
      and
      after VCP disposes of all of its shares in Newco, and Ahlstrom wishes to dispose
      all or part of its shares in Newco to
      a
      potential buyer that is not an affiliate of Ahlstrom, then Ahlstrom shall notify
      VCP in writing of such intention to sell its shares in Newco, with at least
      90
      days prior notice prior to the conclusion of the sale, and VCP shall treat
      such
      information confidentially.





**SECTION
      11. MISCELLANEOUS**





11.1  **CADE** .
      The
      parties shall jointly submit the transaction contemplated herein to the approval
      of the CADE as required by law. Each party shall be liable to the other for
      all
      costs, fines, penalties, liabilities and expenses arising from the breach of
      this provision, to the extent that such breach is caused by action or omission
      of such party. The parties agree to cooperate and provide in reasonable time
      all
      information that may be required in order to obtain such approval. In case
      such
      approval is not obtained, to the extent that such approval is not denied by
      virtue of any party's action or omission, each party shall be liable for their
      own losses. All legal and filing costs related to the CADE filing shall be
      borne
      by Ahlstrom.





11.2  **Assignment** .
      Except
      for transfers to Affiliates, which shall be permitted, no party to this
      Agreement shall assign or otherwise transfer any of its rights or obligations
      under this Agreement without the express written consent of each other party
      to
      this Agreement.





11.3  **Irrevocability** .
      Except
      as provided for in Section 3, this Agreement is irrevocable.





11.4  **Notices** .
      All
      notices or other communications provided for hereunder required or permitted
      to
      be given shall be in writing and shall be deemed to be given (i) when delivered
      in person or by private courier with receipt, (ii) when telefaxed with
      confirmation of transmission, or (iii) five (5) days after being deposited
      in
      the mail, registered or certified, return receipt requested, as
      follows:


24


(a)
            If
                to VCP:Alameda
                Santos, 1357, 6o andar01419-908
                Sao Paulo-SPBrazilAttention:
            Mr.
                Valdir RoqueFax
                #:
            11
                2138-4065(b)
            If
                to Ahlstrom:Rua
                Armando Steck, 770 – CapivariCEP
                13.290-000, Louveira-SPBrazilAttention:
            Mr.
                Valmir PitonFax
                #:
            19
                  3878-9210





or
      in any
      case to such other addresses hereinafter shall be furnished as provided in
      this
      Section by any of the parties to this Agreement to VCP, Newco, and
      Ahlstrom.





11.5  **Succession** .
      This
      Agreement shall bind and shall inure to the benefit of the parties and their
      respective successors and permitted assigns.





11.6  **Expenses** .
      Unless
      if otherwise expressly provided for hereunder, VCP and Ahlstrom shall pay their
      own expenses in connection with this Agreement and the transactions contemplated
      hereby, whether or not the same are consummated.





11.7  **Waiver** .
      No
      delay on the part of VCP or Ahlstrom in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof, nor shall any waiver on the part
      of
      VCP or Ahlstrom of any right hereunder operate as a waiver of any other right,
      power or privilege hereunder, nor shall any partial exercise of any right,
      power
      or privilege hereunder preclude any other further exercise thereof or the
      exercise of any other right, power or privilege hereunder.





11.8  **Entire
      Agreement** .
      This
      Agreement and the Definitive Agreements constitute the entire agreement between
      the Parties with respect to the subject matter hereof. The schedules attached
      to
      this Agreement are an integral part hereof as if they were transcribed in the
      body of this Agreement.





11.9  **Severability** .
      If any
      provision of this Agreement or any other agreement, document or writing made
      pursuant to the terms of this Agreement shall be deemed invalid or unenforceable
      under applicable law, it shall be ineffective to the extent of its invalidity
      only, without affecting the remaining provisions, which, except if such
      provision materially and adversely affects the interests of any party, shall
      remain in full force and effect.





11.10  **Amendment** .
      This
      Agreement may be modified or amended only by written agreement of the
      parties.





11.11 **Language** .
          This
          Agreement is executed in English.





11.12  **Governing
      Law** .
      This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      Federative Republic of Brazil.





11.13  **Dispute
      Resolution** .





(a)  The
      parties hereto shall make their best efforts in order to settle any disputes
      arising out of the execution, performance or interpretation of this Agreement
      (“ **Contract
      Disputes** ”)
      by
      means of *bona
      fide* negotiations. If, within 30 (thirty) days of the receipt by VCP or Ahlstrom
      of a
      notice from the other party in that sense, the parties do not mutually agree
      on
      a solution, then the dispute shall be settled by arbitration, as provided
      below.





(b)  The
      arbitration shall be conducted in accordance with the Rules of Conciliation
      and
      Arbitration of the International Chamber of Commerce (the “ **ICC** ”)
      in
      effect at the time of the arbitration (the “ **ICC
      Rules** ”),
      except as they may be modified herein or by mutual agreement of the parties.
      The
      seat of the arbitration shall be in the City of São Paulo, Brazil, and it shall
      be conducted in the English language, provided that
      either VCP or Ahlstrom, at their own cost and expense, may submit testimony
      (including by simultaneous translation) or documentary evidence in
      English.


25


(c)  The
      arbitration shall be conducted by three arbitrators. The claimant shall appoint
      an arbitrator in its “Request for Arbitration”, and the respondent shall appoint
      an arbitrator in its “Answer”. If either party fails so to appoint its
      arbitrator, then that arbitrator for such party shall be appointed by the ICC.
      The first two arbitrators appointed in accordance with this provision shall
      appoint a third arbitrator (i) within 30 days after the respondent has notified
      claimant of the appointment of the respondent's arbitrator, or (ii) in the
      event
      of a failure by either party to appoint an arbitrator, within 30 days after
      the
      ICC has notified the parties and any arbitrator already appointed of the
      appointment of an arbitrator on behalf of the party failing to appoint its
      arbitrator. If the first two arbitrators appointed fail to appoint a third
      arbitrator within the time period prescribed above, then the ICC shall appoint
      the third arbitrator. The third arbitrator shall act as a chair of the
      tribunal.





(d)  The
      parties agree that either party may need to obtain interim injunctive relief
      from a court. Therefore, a request for interim injunctive relief by a party
      to a
      court, either before or after the arbitration proceedings have been initiated
      in
      accordance with the ICC Rules, shall not be deemed incompatible with, or a
      waiver of, any provisions of this section. For such purpose, the parties elect
      the courts of the City of São Paulo, State of São Paulo, excluding any other,
      however privileged it may be. In addition to the authority conferred in the
      arbitration tribunal by the ICC Rules, the arbitration tribunal shall have
      the
      authority to make such orders for interim relief, including injunctive relief,
      as it may be deemed just and equitable.





(e)  The
      arbitral award shall be in writing, state the reasons for the award, be final
      and binding on the parties, and be enforceable in accordance with its terms.
      The
      parties agree that the award is to be considered as a settlement of the Contract
      Dispute between them and shall accept it as the true expression of their own
      determination in connection therewith. The arbitration tribunal may award any
      relief available and appropriate under the Law governing this Agreement,
      including specific performance. The award may include an award of costs,
      including reasonable attorney's fees and disbursements. Judgment upon the award
      may be entered by any court having jurisdiction thereof or having jurisdiction
      over the relevant party or its assets.





11.4.  **Initials** .
      VCP and
      Ahlstrom hereby indicate and authorize the following persons to initial the
      Annexes and Schedules of this Agreement on their behalf:





Authorized
                Person (on behalf of VCP):
            
            Sample
                InitialsPlinio
                Ando Yoshiyasu(RG
                No. 23.174.035-9)
            
            _____________________Authorized
                Persons (on behalf of Ahlstrom):
            
            Sample
                InitialsCláudia
                Muniz Levasier Mahler(RG
                No. 20.317.317-X)
            
            _____________________Elysangela
                de Oliveira Rabelo Zorzo(RG
                No. 24.718.221-7)
            
            _____________________




IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed in São
      Paulo in two copies of identical content in the presence of the two undersigned
      witnesses.


26





**VOTORANTIM
                CELULOSE E PAPEL S.A**.By:
                /s/ Francisco F.C. ValérioName:
                Francisco F.C. ValérioTitle:
                OfficerBy:
                /s/ José Maria A. M. FilhoName:
                José Maria A. M. FilhoTitle:
                Officer**AHLSTROM
                LOUVEIRA LTDA.**By:
                /s/: Valmir PitonName:
                Valmir PitonTitle:
                General Manager





**Witnesses:****1.**
            **/s/****Celso
                Yao**
            
            **2.**
            **/s/****Gisele
                Jackeline Nunes Rossi**Name:
                Celso Yao
            Name:
              Gisele Jackeline Nunes RossiRG
                No.: 11.561.944
            RG
              No. 29.883.446-7





27