STRATEGIC
      BUSINESS AGREEMENT




between




OJI
      PAPER
      CO., LTD.




and




VOTORANTIM
      CELULOSE E PAPEL S.A.




Dated
      as
      of August 6 th ,
      2007












TABLE
      OF
      CONTENTS




PREAMBLE
            
            1RECITALS
            
            1ARTICLE
                I DEFINITIONS
            1Section
                1.01
            Certain
                Defined Terms
            1Section
                1.02
            Interpretation
                and Rules of Construction
            5ARTICLE
                II TERMINATION OF THE 2004 AGREEMENT
            6Section
                2.01
            Termination
                of the 2004 Agreement
            6ARTICLE
                III MANUFACTURING LICENSE; ROYALTIES AND PAYMENT
            6Section
                3.01
            License
            6Section
                3.02
            Sales
                Requirements
            8Section
                3.03
            Payment
            9Section
                3.04
            Keeping
                of Records; Audit
            9ARTICLE
                IV NEW TECHNOLOGY AND IMPROVEMENTS
            10Section
                4.01
            New
                Technology
            10Section
                4.02
            Improvements
            10Section
                4.03
            Ongoing
                Technical Support
            11Section
                4.04
            English
                Language
            11ARTICLE
                V ADDITIONAL AGREEMENTS
            12Section
                5.01
            Additional
                Territories
            12Section
                5.02
            Purchases
                by Oji or VCP
            12Section
                5.03
            Right
                to Bid
            12Section
                5.04
            Global
                Network
            13Section
                5.05
            Strategy
                Meetings
            13Section
                5.06
            Yearly
                Mill Surveys
            13Section
                5.07
            Inquiry
                with Exclusive Territory
            13Section
                5.08
            Quality
                Control
            13Section
                5.09
            Quality
                Analysis
            14Section
                5.10
            Cost
                Reductions
            14ARTICLE
                VI CONFIDENTIALITY
            14Section
                6.01
            Confidential
                Information
            14Section
                6.02
            Obligations
            14Section
                6.03
            Authorized
                Disclosure
            14Section
                6.04
            Employees;
                Agents
            15Section
                6.05
            Return
                of Confidential Information
            15Section
                6.06
            Remedies
                Upon Breach
            15ARTICLE
                VII TERM; TERMINATION
            15Section
                7.01
            Term
            15Section
                7.02
            Term
                Extensions
            15Section
                7.03
            Termination
            16Section
                7.04
            Effect
                of Termination
            17ARTICLE
                VIII MISCELLANEOUS
            17Section
                8.01
            Assignment
            17Section
                8.02
            Notices
            17Section
                8.03
            Choice
                of Law
            18Section
                8.04
            Venue/Arbitration
            18Section
                8.05
            Indemnification;
                Defense Against Complaint
            18Section
                8.06
            Entire
                Agreement; Amendments and Waivers
            19Section
                8.07
            Counterparts
            19Section
                8.08
            Invalidity
            19Section
                8.09
            Headings
            19Section
                8.10
            Expenses
            19Section
                8.11
            Publicity
            19




i




Section
                8.12
            Independent
                Contractor
            19Section
                8.13
            Severability
                of Provisions
            19Section
                8.14
            Force
                Majeure
            19Section
                8.15
            Official
                Language
            19Section
                8.16
            Translation
            20ARTICLE
                IX ACKNOWLEDGEMENTS
            20Section
                9.01
            Acknowledgements
                of Oji and VCP
            20




**Schedules**




1.01(a)
            Current
                Technology4.01(a)
            Thermal
                Paper Products Ready for
                Commercialization




ii




**PREAMBLE**




This
      STRATEGIC BUSINESS AGREEMENT (the “ Agreement ”)
      is
      made as of August 6, 2007 by and between OJI PAPER CO., LTD., a Japanese
      corporation having its registered office at 7-5, Ginza 4-Chome, Chuo-ku, Tokyo,
      104-0061, Japan (“ Oji ”)
      and
      VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation having its registered
      office at Alameda Santos, 1357, 6 th floor,
      Cerqueira Cesar, 01419-908, Sao Paulo, SP, Brazil, registered at CNPJ under
      N o 60.643.228-0001-21
      (“ VCP ”)




**RECITALS**




WHEREAS,
      there is a long history of mutually beneficial cooperation between Oji and
      VCP;




WHEREAS,
      Oji and VCP are currently parties to a Technology Transfer Agreement, dated
      as
      of October 4, 2004 (the “ 2004
      Agreement ”),
      pursuant to which Oji has licensed the Current Technology (as defined below)
      to
      VCP;




WHEREAS,
      Oji and VCP wish to terminate the 2004 Agreement and extend and expand their
      relationship as provided herein; and




WHEREAS,
      Oji and VCP intend through this Agreement to collaborate on future Improvements
      (as defined below) of the Current Technology and the New Technology (as defined
      below) in order to enhance the economic efficiency through the exchange of
      Trade-Secrets, Trade Marks and Copyrights of (a) the use of such Current
      Technology and New Technology and (b) the development of such Improvements
      to
      such Current Technology and New Technology;




NOW
      THEREFORE, in consideration of the premises and mutual agreements and covenants
      hereinafter set forth, and intending to be legally bound, Oji and VCP hereby
      agree as follows:




**ARTICLE
      I**




**DEFINITIONS**




Section
      1.01  Certain
      Defined Terms . For
      purposes of this Agreement:




“ 2004
      Agreement” shall
      have the meaning set forth in the Recitals.




“ Additional
      Territory ”
shall
      have the meaning set forth in Section
      5.01(a) .




“ Additional
      Territory Distributor ”
shall
      have the meaning set forth in Section
      5.01(b) .




“ Additional
      Territory Written Consent ”
shall
      have the meaning set forth in Section
      5.01(a) .




“ Additional
      Thermal Paper Products ”
shall
      have the meaning set forth in Section 4.01(b) .




“ Agreement ”
shall
      have the meaning set forth in the Preamble, and shall include all Exhibits
      and
      Schedules attached hereto.




“ Base
      Paper ”
shall
      mean any cellulose substrate capable of receiving a heat-sensitive coating
      designed to exhibit an image upon heat activation, normally from a thermal
      print
      head, which may be either overcoated or non-overcoated, depending on the end-use
      application (which may or may not include an impact printing
      process).




1




“ Breach
      Notice ”
shall
      have the meaning set forth in Section
      6.06(a) .




“ Business
      Day ”
shall
      mean any day that is not a Saturday or Sunday or other day on which commercial
      banks in New York are authorized or required by law to close.




“ Contract
      Year ”
shall
      mean, with respect to the first Contract Year, the period beginning on the
      date
      hereof and ending on the one year anniversary of this Agreement, and with
      respect to the second Contract Year and each Contract Year thereafter, each
      successive year commencing the date hereof and ending upon the expiration of
      the
      Royalty License.




“ Change
      of Control ”
shall
      mean, with respect to either party to this Agreement, (a) any conveyance,
      transfer, lease, sale or disposition of all or substantially all of such party’s
      assets to any Person or Persons or (b) any acquisition of ownership by any
      Person or group of related Persons, whether directly or indirectly, of fifty
      percent (50%) or more of the issued and outstanding voting securities of such
      party.




“ Confidential
      Information ”
shall
      have the meaning set forth in Section
      6.01 .




“ Copyrights ”
shall
      mean mask works, rights of publicity and privacy, and copyrights of works of
      authorship of any type, including software, registrations and applications
      for
      registration thereof throughout the world, all rights therein provided by
      international treaties and conventions, all moral and common law rights thereto,
      and all other rights associated therewith.




“ Counter
      Offer Purchase Price ”
shall
      have the meaning set forth in Section
      5.03(c) .




“ Cure
      Period ”
shall
      have the meaning set forth in Section
      6.06(a) .




“ Current
      Technology ”
shall
      mean Oji’s Intellectual Property that was licensed to VCP pursuant to the 2004
      Agreement, including any of Oji’s Intellectual Property that was or is used in
      the manufacture, sale or distribution of any Thermal Paper Product being sold
      as
      of the date hereof under the product legacy names set forth on Schedule
      1.01(a) .




“ Disclosing
      Party ”
shall
      have the meaning set forth in Section
      6.01 .




“ Exclusive
      Territory ”
shall
      mean the Federative Republic of Brazil.




“ Exclusive
      Territory License Amount ”
shall
      mean, with respect to a specified period of time, the amount payable to Oji
      by
      VCP under Sections
      3.01 with
      respect to the sale or distribution of Licensed Thermal Paper Products in the
      Exclusive Territory.




“ Exclusivity
      Period ”
shall
      have the meaning set forth in Section
      5.03(d) .




“ Fair
      Market Value ”
shall
      mean either the last Oji Effective Price for applicable Thermal Paper Products
      or the last VCP Effective Price for applicable Licensed Thermal Paper
      Products.




“ Five
      Year Licensed Thermal Paper Product ”
shall
      have them meaning set forth in Section
      3.01(a) .




“ Improvements ”
shall
      mean any Intellectual Property designated as improvements to the Current
      Technology or the New Technology by (i) Oji or its Subsidiaries (such
      designation being consistent with past practice), if developed by Oji or its
      Subsidiaries, or (ii) VCP (such designation consistent with past practice),
      if
      developed by VCP.




2




“ Initial
      Term ”
shall
      have the meaning set forth in Section
      7.01 .




“ Intellectual
      Property ”
shall
      mean (a) Patents, (b) Trademarks, (c) Copyrights and (d) Trade
      Secrets.




“ Law ”
shall
      mean any federal, national, supranational, state, provincial, local or similar
      statute, law, ordinance, regulation, rule, code, order, requirement or rule
      of
      law (including common law).




“ Licensed
      Thermal Paper Products ”
shall
      mean Thermal Paper Products manufactured, sold or distributed using the Current
      Technology or the New Technology, or any Improvements thereto that may be
      required to be licensed to VCP pursuant to Section
      4.02 .




“ Liquidated
      Damages ”
shall
      have the meaning set forth in Section
      6.06(a) .




“ Losses ”
shall
      have the meaning set forth in Section
      8.05(a)




“ Marketing
      Research ”
shall
      have the meaning set forth in Section
      4.01(c) .




“ Mill
      Survey ”
shall
      have the meaning set forth in Section
      5.06 .




“ Net
      Sales Price ”
shall
      mean the invoice price, less applicable sales tax or charges, discounts, freight
      charges, and credits for returns.




“ New
      Technology ”
shall
      mean all Intellectual Property provided by Oji or its Subsidiaries to VCP
      pursuant to the terms of Section
      4.01 on or
      after the date hereof used or to be used in the production of Thermal Paper
      Products (whether such products are sold under new product legacy names or
      the
      same product legacy names listed on Schedule
      1.01(a) )
      pursuant to the terms of this Agreement and designated as new technology by
      Oji
      or its Subsidiaries (such designation being consistent with past practice),
      including the formula, production techniques of base paper, preparation
      techniques of the color and related equipment, coating techniques and related
      equipment, finishing equipment, quality control techniques for raw materials,
      and other technical information and know-how.




“ New
      Technology Transfer Date ”
shall
      mean, with respect to New Technology necessary to manufacture a particular
      Selected Thermal Paper Product, the date on which Oji or one of its Subsidiaries
      provides VCP with a know-how book that describes in reasonably adequate detail
      such New Technology.




“ New
      Technology Transfer Program ”
shall
      have the meaning set forth in Section
      4.02(d) .




“ New
      Thermal Paper Products ”
shall
      have the meaning set forth in Section
      4.01(b) .




“ Non-Exclusive
      Territory ”
shall
      mean Belize; Republic of Guatemala; Republic of Honduras; Republic of El
      Salvador; Republic of Nicaragua; Republic of Costa Rica; Republic of Panama;
      Republic of Trinidad and Tobago; Commonwealth of the Bahamas; Republic of Cuba;
      Republic of Haiti; Commonwealth of Dominica; Dominican Republic; Jamaica;
      Republic of Venezuela; Cooperative Republic of Guyana; Republic of Suriname;
      Republic of Columbia; Republic of Ecuador; Republic of Peru; Republic of
      Bolivia; Republic of Paraguay; Republic of Chile; Oriental Republic of Uruguay;
      Argentine Republic; Barbados; Saint Vincent and the Grenadines; Saint Lucia;
      Antigua and Barbuda; Federation of Saint Kitts and Nevis; the following
      dependant territories of the United Kingdom of Great Britain and Northern
      Ireland: Anguilla; Bermuda; British Virgin Islands, Cayman Islands, Falkland
      Islands, Montserrat, South Georgia and the South Sandwich Islands, and the
      Turks
      and Caicos Islands; the following territories of the French Republic: Guadalupe,
      Martinique and French Guiana; and, the following dependant territories of the
      Kingdom of the Netherlands: Aruba and Netherlands Antilles.




“ Non-Renewal
      Notice ”
shall
      have the meaning set forth in Section
      7.02 .




“ Oji ”
shall
      have the meaning set forth in the Preamble .




3




“ Oji
      Effective Price ”
shall
      mean the per unit price for each type of Thermal Paper Product.




“ Oji
      Effective Price Period ”
shall
      mean with respect to any particular Oji Effective Price, a period commencing
      when Oji or its Subsidiaries first offers such Oji Effective Price to any Person
      and ending when Oji or its Subsidiaries increases such Oji Effective Price
      offered to any Person with a similar credit rating and on similar credit terms
      with respect to purchases of similar quantities of such Thermal Paper Products
      of a similar quality and grade and taking into account all other material terms
      and conditions related to such sale.




“ Oji
      Offer ”
shall
      have the meaning set forth in Section
      5.03(b) .




“ Oji
      Technology Thermal Paper Product ”
shall
      have the meaning set forth in Section
      5.01(a) .




“ Other
      Products ”
shall
      mean Thermal Paper Products manufactured using technology licensed from a party
      other than Oji or its Subsidiaries.




“ Patents ”
shall
      mean, in any jurisdiction throughout the world, patents, patent applications
      and
      statutory invention registrations, including reissues, divisions, continuations,
      continuations-in-part, extensions and reexaminations thereof, and all rights
      therein provided by international treaties and conventions.




“ Perpetual
      License ”
shall
      have the meaning set forth in Section
      3.01(a) .




“ Person ”
shall
      mean an individual, corporation, partnership, association, trust or other entity
      or organization, including a government or political subdivision or an agency
      or
      instrumentality thereof.




“ Receiving
      Party ”
shall
      have the meaning set forth in Section
      6.01 .




“ Royalty
      License ”
shall
      have the meaning set forth in Section
      3.01(a) .




“ Sale
      Assets ”
shall
      have the meaning set forth in Section
      5.03(a) .




“ Sale
      Notice ”
shall
      have the meaning set forth in Section
      5.03(a).




“ Selected
      Thermal Paper Products ”
shall
      have the meaning set forth in Section 4.01(c) .




“ Service
      Deductible ”
shall
      have the meaning set forth in Section
      4.03(d) .




“ Statement
      of No Interest ”
shall
      have the meaning set forth in Section
      5.03(b) .




“ Strategy
      Meeting ”
shall
      have the meaning set forth in Section
      5.05 .




“ Subsidiary ”
shall
      mean, with respect to Oji, Kanzan Spezialpapiere GmbH, Kanzaki Specialty Papers,
      Inc., Oji Paper (Thailand) Ltd. and any corporation, partnership, limited
      partnership, limited liability company or other entity that manufactures, sells
      or distributes Thermal Paper Products and as to which Oji, directly or
      indirectly (including through one or more Subsidiaries), owns a majority of
      the
      outstanding shares of stock or other ownership interests having voting power
      under ordinary circumstances to elect directors of such corporation or other
      Persons performing similar functions for such entity; and shall mean, as to
      any
      other specified Person, any corporation, partnership, limited partnership,
      limited liability company or other entity as to which the specified Person,
      directly or indirectly (including through one or more Subsidiaries), owns a
      majority of the outstanding shares of stock or other ownership interests having
      voting power under ordinary circumstances to elect directors of such corporation
      or other Persons performing similar functions for such entity.




“ Term ”
shall
      have the meaning set forth in Section
      7.02 .




4




“ Thermal
      Paper Product ”
shall
      mean any cellulose substrate coated with a heat-sensitive coating, through
      a
      chemical reaction, designed to exhibit an image upon heat activation, through
      a
      chemical reaction, normally from a thermal print head, which may be either
      overcoated or non-overcoated, depending on the end-use application (which may
      or
      may not include an impact printing process).




“ Trade
      Secrets ”
shall
      mean trade secrets, know-how and other confidential or proprietary technical,
      business and other information, including manufacturing and production processes
      and techniques (included in related know-how books), research and development
      information, technology, drawings, specifications, designs, plans, proposals,
      technical data, financial, marketing and business data, pricing and cost
      information (such pricing and cost information limited to information relating
      to the Licensed Thermal Paper Products and not including pricing and cost
      information for unrelated products), business and marketing plans, customer
      and
      supplier lists and information, and all rights in any jurisdiction to limit
      the
      use or disclosure thereof.




“ Trademarks ”
shall
      mean trademarks, service marks, trade dress, logos, trade names, corporate
      names, URL addresses, domain names and symbols, slogans and other indicia of
      source or origin, including the goodwill of the business symbolized thereby
      or
      associated therewith, common law rights thereto, registrations and applications
      for registration thereof throughout the world, all rights therein provided
      by
      international treaties and conventions, and all other rights associated
      therewith.




“ VCP ”
shall
      have the meaning set forth in the Preamble .




“ VCP
      Acceptance ”
shall
      have the meaning set forth in Section
      5.03(c) .




“ VCP
      Counter Offer ”
shall
      have the meaning set forth in Section
      5.03(c) .




“ VCP
      Effective Price ”
shall
      mean the per unit price for each type of Licensed Thermal Paper
      Product.




“ VCP
      Effective Price Period ”
shall
      mean with respect to any particular VCP Effective Price, a period commencing
      when VCP or its Subsidiaries first offers such VCP Effective Price to any Person
      and ending when VCP or its Subsidiaries increases such VCP Effective Price
      offered to any Person with a similar credit rating and on similar credit terms
      with respect to purchases of similar quantities of such Licensed Thermal Paper
      Products of a similar quality and grade and taking into account all other
      material terms and conditions related to such sale.




“ Written
      Analysis ”
shall
      have the meaning set forth is Section
      3.02(a) .




Section
      1.02  Interpretation
      and Rules of Construction . In
      this
      Agreement, except to the extent otherwise provided or that the context otherwise
      requires:




(a)  when
      a
      reference is made in this Agreement to an Article, Section, Exhibit or Schedule,
      such reference is to an Article or Section of, or a Schedule or Exhibit to,
      this
      Agreement unless otherwise indicated;




(b)  the
      table
      of contents and headings for this Agreement are for reference purposes only
      and
      do not affect in any way the meaning or interpretation of this
      Agreement;




(c)  whenever
      the words “include,” “includes” or “including” are used in this Agreement, they
      are deemed to be followed by the words “without limitation”;




(d)  the
      words
“hereof,” “herein” and “hereunder” and words of similar import, when used in
      this Agreement, refer to this Agreement as a whole and not to any particular
      provision of this Agreement;




(e)  all
      terms
      defined in this Agreement have the defined meanings when used in any certificate
      or other document made or delivered pursuant hereto, unless otherwise defined
      therein;




5




(f)  the
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms;




(g)  any
      Law
      defined or referred to herein or in any agreement or instrument that is referred
      to herein means such Law or statute as from time to time amended, modified
      or
      supplemented, including by succession of comparable successor Laws in effect
      as
      of Closing;




(h)  references
      to a Person are also to its successors and permitted assigns; and




(i)  the
      use
      of “or” is not intended to be exclusive unless expressly indicated
      otherwise.




**ARTICLE
      II**


**TERMINATION
        OF THE 2004 AGREEMENT**


Section
      2.01  Termination
      of the 2004 Agreement . Except
      as
      explicitly provided for herein, the 2004 Agreement is hereby terminated and
      is
      of no further force and effect; provided , however ,
      that
      (a) those obligations on the part of either Oji or VCP contained in Section
      13 and 16(b) of the
      2004 Agreement shall survive the termination of such agreement, (b) VCP shall
      remain liable to Oji for all amounts due and unpaid under the 2004 Agreement
      and
      (c) nothing shall relieve either Oji or VCP for any liability resulting from
      any
      breach of the 2004 Agreement. For purposes of clarity, after the termination
      of
      the 2004 Agreement, Oji shall remain the sole owner of the Current Technology
      and, except as limited by this Agreement, reserves the right in any manner
      to
      license, use or sell the Current Technology and in any manner to make, use,
      sell
      or distribute Thermal Paper Products manufactured, sold or distributed using
      the
      Current Technology.




**ARTICLE
      III**




**MANUFACTURING
      LICENSE; ROYALTIES AND PAYMENT**




Section
      3.01  License . (a)
      Oji
      hereby grants and agrees to grant to VCP a non-assignable license to use the
      Current Technology and the New Technology, and any Improvements thereto that
      may
      be required to be licensed pursuant to Section
      4.02 ,
      to
      (i) be the exclusive (even as to Oji) manufacturer of Licensed Thermal
      Paper Products in the Exclusive Territory, (ii) be the exclusive (even as to
      Oji) seller or distributor of Licensed Thermal Paper Products in the Exclusive
      Territory and (iii) to be a non-exclusive seller or distributor of Licensed
      Thermal Paper Products in the Non-Exclusive Territory, in each case until the
      end of the Term or, with respect to Thermal Paper Products manufactured using
      New Technology having a New Technology Transfer Date of October 4, 2009 or
      later, the later of (x) the fifth anniversary of the New Technology Transfer
      Date and (y) the end of the Term (the “ Royalty
      License ”); provided , however ,
      that
      for each Licensed Thermal Paper Product for which VCP has paid Oji five years
      of
      royalties pursuant to the terms of this Agreement (a “ Five
      Year Licensed Thermal Paper Product ”),
      the
      Royalty License with regard to such Five Year Licensed Thermal Paper Product
      shall be converted automatically into a non-assignable, royalty free license
      to
      non-exclusively manufacture such Licensed Thermal Paper Product in the Exclusive
      Territory and non-exclusively sell or distribute such Licensed Thermal Paper
      Product in the Exclusive Territory and the Non-Exclusive Territory (a
“ Perpetual
      License ”).
      Notwithstanding the foregoing, the Royalty License shall not be converted into
      a
      Perpetual License with regard to any Five Year Licensed Thermal Paper Product
      while VCP is in breach of this Agreement in any material respect. If the Royalty
      License is to be converted into a Perpetual License with respect to a Five
      Year
      Licensed Thermal Paper Product pursuant to the terms of this Section 3.01 ,
      then no
      action need be taken by Oji to convert such Royalty License with respect to
      such
      Five Year Licensed Thermal Paper Product into a Perpetual License, it being
      understood that once a Perpetual License for a Five Year Thermal Paper Product
      is obtained pursuant to this Section
      3.01 ,
      such
      Perpetual License may not be revoked even due to a subsequent breach of this
      Agreement by VCP. Upon expiration of the Royalty License pursuant to the terms
      of this Agreement, VCP shall no longer have any rights to manufacture any
      Licensed Thermal Paper Products that are not the subject of a Perpetual License
      granted pursuant to the terms of this Section
      3.01 .
      VCP
      shall not have the right to use the Current Technology and the New Technology,
      and any Improvements thereto that may be required to be licensed pursuant to Section
      4.02 ,
      for any
      purpose not expressly granted by this Agreement.




6




(b)  VCP
      may
      not use any of the Current Technology or New Technology for any purpose not
      specifically enumerated in this Agreement.




(c)  VCP
      shall
      pay Oji royalties on the Net Sales Price of all products sold or distributed
      under the Royalty License in the following amounts:




(i)  Two
      percent (2.0%) on Thermal Paper Products manufactured, sold or distributed
      using
      any of the Trade Secrets contained in the Current Technology, from the date
      hereof through December 31, 2007.




(ii)  One
      and
      one-half percent (1.5%) on Thermal Paper Products manufactured, sold or
      distributed using any of the Trade Secrets contained in the Current Technology
      relating to the manufacture, sale or distribution of Thermal Paper Products
      listed as items 1 and 2 on Schedule
      1.01(a) ,
      from
      January 1, 2008 to December 31, 2008.




(iii)  One
      percent (1.0%) on Thermal Paper Products manufactured, sold or distributed
      using
      any of the Trade Secrets contained in the Current Technology relating to the
      manufacture, sale or distribution of Thermal Paper Products listed as items
      3
      and 4 on Schedule
      1.01(a) ,
      from
      January 1, 2008 through December 31, 2008.




(iv)  One
      percent (1.0%) on Thermal Paper Products manufactured, sold or distributed
      using
      any of the Trade Secrets contained in the Current Technology, from January
      1,
      2009 until a Perpetual License is granted for such Thermal Paper
      Products.




(v)  Three
      and
      one-half percent (3.5%) on Selected Thermal Paper Products manufactured, sold
      or
      distributed using any New Technology with a New Technology Transfer Date prior
      to October 4, 2009, from the date hereof through October 3, 2009.




(vi)  Two
      and
      one-half percent (2.5%) on Selected Thermal Paper Products manufactured, sold
      or
      distributed using any New Technology with a New Technology Transfer Date prior
      to October 4, 2009, from October 4, 2009 through October 3, 2011.




(vii)  Two
      percent (2.0%) on Selected Thermal Paper Products manufactured, sold or
      distributed using any New Technology with a New Technology Transfer Date prior
      to October 4, 2009, from October 4, 2011, through October 3, 2012.




(viii)  One
      and
      one-half percent (1.5%) on Selected Thermal Paper Products manufactured, sold
      or
      distributed using any New Technology with a New Technology Transfer Date prior
      to October 4, 2009, from October 4, 2012 through October 3, 2013.




(ix)  One
      percent (1.0%) on Selected Thermal Paper Products manufactured, sold or
      distributed using any New Technology with a New Technology Transfer Date prior
      to October 4, 2009, from October 4, 2013 until a Perpetual License is granted
      for such Selected Thermal Paper Products.




(x)  Two
      and
      one-half percent (2.5%) on Selected Thermal Paper Products manufactured, sold
      or
      distributed using any New Technology with a New Technology Transfer Date on
      or
      after October 4, 2009, from the New Technology Transfer Date of such New
      Technology until the second anniversary of such date (such royalty payments
      shall extend beyond the Term if, and only if, this Agreement terminates pursuant
      to Sections
      7.03(b) , 7.03(e)(i) , 7.03(e)(ii) , 7.03(e)(iii) , 7.03(e)(iv) , 7.03(e)(v) or 7.03(e)(vi) ).




(xi)  Two
      percent (2.0%) on Selected Thermal Paper Products manufactured, sold or
      distributed using any New Technology with a New Technology Transfer Date on
      or
      after October 4, 2009, from the second anniversary of the New Technology
      Transfer Date of such New Technology until the third anniversary of such date
      (such royalty payments shall extend beyond the Term if, and only if, this
      Agreement terminates pursuant to Sections
      7.03(b) , 7.03(e)(i) , 7.03(e)(ii) , 7.03(e)(iii) , 7.03(e)(iv) , 7.03(e)(v) or 7.03(e)(vi) ).




7




(xii)  One
      and
      one-half percent (1.5%) on Selected Thermal Paper Products manufactured, sold
      or
      distributed using any New Technology with a New Technology Transfer Date on
      or
      after October 4, 2009, from the third anniversary of the New Technology Transfer
      Date of such New Technology until the fourth anniversary of such date (such
      royalty payments shall extend beyond the Term if, and only if, this Agreement
      terminates pursuant to Sections
      7.03(b) , 7.03(e)(i) , 7.03(e)(ii) , 7.03(e)(iii) , 7.03(e)(iv) , 7.03(e)(v) or 7.03(e)(vi) ).




(xiii)  One
      percent (1.0%) on Selected Thermal Paper Products manufactured, sold or
      distributed using any New Technology with a New Technology Transfer Date on
      or
      after October 4, 2009, from the fourth anniversary of the New Technology
      Transfer Date for such New Technology until the Royalty License is converted
      into a Perpetual License for such Selected Thermal Paper Products pursuant
      to Section
      3.01(a) (such
      royalty payments shall extend beyond the Term if, and only if, this Agreement
      terminates pursuant to Sections
      7.03(b) , 7.03(e)(i) , 7.03(e)(ii) , 7.03(e)(iii) , 7.03(e)(iv) , 7.03(e)(v) or 7.03(e)(vi) ).




Notwithstanding
      anything to the contrary contained in this Section
      3.01 ,
      the
      royalty rate contained in any subsection (v) through (xiii) of this Section
      3.01 shall be
      reduced by one quarter of one percent (0.25%) on Selected Thermal Paper Products
      described in any such subsection that do not have a Patent on file and in effect
      in the Exclusive Territory.




(d)  Oji
      and/or its Subsidiaries are the sole owners of the Current Technology and the
      New Technology, and any Improvements thereto required to be licensed to VCP
      pursuant to Section 4.02, and, except as limited by this Agreement, Oji and
      its
      Subsidiaries reserve the right in any manner to license, use or sell the Current
      Technology or the New Technology, or any such Improvements thereto, and in
      any
      manner to make, use, sell or distribute Thermal Paper Products manufactured,
      sold or distributed using the Current Technology or the New
      Technology.




(e)  For
      avoidance of doubt, Oji and VCP agree and acknowledge that nothing in this
      Agreement shall be construed to limit VCP’s rights or ability to manufacture,
      sell or distribute Other Products in the Exclusive Territory or Non-Exclusive
      Territory, provided that (i)
      such Other Products are limited to light weight (60 grams or less),
      non-overcoated Thermal Paper Products and (ii) do not exceed three thousand,
      five hundred (3,500) metric tons in any given Contract Year. Notwithstanding
      anything to the contrary in this Agreement, VCP may not manufacture, sell or
      distribute Other Products in the Exclusive Territory or the Non-Exclusive
      Territory except for such Other Products that (i) are light weight (60 grams
      or
      less), non-overcoated Thermal Paper Products and (ii) do not exceed three
      thousand, five hundred (3,500) metric tons in any given Contract Year. Oji
      and
      VCP further acknowledge and agree that VCP may sell or distribute Licensed
      Thermal Paper Products through its agents as if VCP had sold or distributed
      such
      Licensed Thermal Paper Products directly itself.




Section
      3.02  Sales
      Requirements . (a)
      For
      each Contract Year until the expiration of the Royalty License, VCP shall use
      all commercially reasonable efforts to sell or distribute a unit volume of
      Licensed Thermal Paper Products in the Exclusive Territory that equals or
      exceeds eighty percent (80%) of the units of Licensed Thermal Paper Products
      sold by VCP in the Exclusive Territory during the immediately preceding Contract
      Year (and for the first Contract Year, the immediately preceding twelve (12)
      month period) (the “ Sales
      Threshold ”).
      If
      the unit volume of Licensed Thermal Paper Products sold or distributed by VCP
      in
      the Exclusive Territory during any Contract Year is below the Sales Threshold,
      then VCP shall provide Oji with a written analysis of the reasons for such
      sales
      performance (the “ Written
      Analysis ”)
      within
      30 days of the end of such Contract Year. After receipt of such Written
      Analysis, Oji shall have the option to (i) work with VCP to bolster sales and
      address any issues raised by VCP in the Written Analysis, (ii) terminate this
      Agreement, but only if (a) Oji reasonably and in good faith expects that VCP
      will be unable to meet the Sales Threshold in a second consecutive Contract
      Year
      and provides VCP with a written analysis supporting such conclusion or (b)
      VCP
      has missed the Sales Threshold in two consecutive Contract Years.




8




(b)  Until
      the
      end of the expiration of the Royalty License, VCP shall use commercially
      reasonable efforts to maximize the volume of Licensed Thermal Paper Products
      sold or distributed by VCP in the Non-Exclusive Territory, subject to and
      consistent with VCP’s obligations to meet the Sales Threshold in the Exclusive
      Territory for any given Contract Year, and further subject to the sale and
      distribution of those Other Products it is permitted to sell pursuant to the
      terms of Section
      3.01(e) .




Section
      3.03  Payment . ( a) Amounts
      due pursuant to Section
      3.01 on
      Thermal Paper Products sold by VCP shall be calculated every calendar quarter
      based on the average Net Sales Price of each different type of Thermal Paper
      Product sold during such calendar quarter.




(b)  Amounts
      due pursuant to Section
      3.01 shall be
      paid within thirty (30) days of the close of the calendar quarter in which
      such
      amounts become due.




(c)  All
      payments made hereunder shall be made in U.S. dollars, after deducting any
      withholding taxes imposed under the Laws of the Federative Republic of Brazil,
      by wire transfer of immediately available funds to Oji’s account with such bank
      as Oji may designate from time to time by written notice to VCP.




(d)  For
      purposes of determining the amount of any payment due to Oji under this
      Agreement:




(i)  amounts
      in Brazilian reais shall be converted to U.S. dollars by applying the exchange
      rate announced by the Brazilian Central Bank as of the close of business on
      the
      last Business Day of the calendar quarter in which such amounts become
      due;




(ii)  any
      amounts that may be in currencies other than reais or U.S. dollars shall first
      be converted to Brazilian reais by applying the applicable exchange rate
      announced by the Brazilian Central Bank as of the close of business on the
      last
      Business Day of the calendar quarter in which such amounts become due and then
      shall be converted to U.S. dollars by applying the exchange rate announced
      by
      the Brazilian Central Bank as of the close of business on such
      date.




(e)  In
      the
      event that VCP fails to pay any amounts owing to Oji pursuant to Section
      3.01 within
      the time allotted for such payment by this Section 3.04 ,
      then
      VCP shall pay interest on all amounts at a rate of ten percent (10%) per annum,
      calculated daily, until such monies are paid in full; provided , however ,
      that
      the delay in payment of such amounts is not a result of foreign exchange control
      Laws of Brazil, in which case VCP shall promptly notify Oji of the reasons
      for
      the delay and consult with Oji in good faith about the settlement of such
      delayed payment.




Section
      3.04  Keeping
      of Records; Audit .  (a) VCP
      shall maintain accurate records of product type, manufacturing unit volume,
      sales unit quantity, pricing, net sales, customer name and country of sale
      or
      distribution for all Licensed Thermal Paper Products manufactured, sold or
      distributed by VCP in sufficient detail to accurately carry out the calculations
      required pursuant to Section
      3.01 .
      VCP
      shall provide to Oji within thirty (30) days after the end of each calendar
      quarter a written statement showing the results of product type, manufacturing
      unit volume, sales unit quantity, pricing, net sales, customer name and country
      of sale or distribution for each type of Licensed Thermal Paper Product
      manufactured, sold or distributed during such calendar quarter (in sufficient
      detail to audit the calculations required pursuant to Section
      3.01 )
      and the
      total amount payable to Oji thereon.




(b)  VCP
      shall
      grant Oji’s auditors or other representatives reasonable access to and
      inspection of such records and documents as are necessary or desirable to verify
      the accuracy of the records, statements and other information referenced in Section
      3.04(a) at any
      time during VCP’s normal business hours and shall afford all necessary
      facilities and assistance to such auditors or other
      representatives.




9




**ARTICLE
      IV**




**NEW
      TECHNOLOGY AND IMPROVEMENTS**




Section
      4.01  New
      Technology .  (a)  Schedule
      4.01 attached
      hereto includes a list of all currently existing Thermal Paper Products
      developed by Oji or its Subsidiaries and designated by Oji or its Subsidiaries
      as ready for the commercialization process (such designation being consistent
      with past practice), in respect of production techniques not licensed to VCP
      as
      of the date hereof. For an abundance of clarity, Intellectual Property used
      to
      manufacture, sell or distribute Thermal Paper Products set forth on Schedule
      4.01 previously has not been licensed to VCP and may become New Technology pursuant
      to this Section
      4.01 .
      Oji
      shall give VCP notice of any Thermal Paper Product not listed on Schedules
      1.01(a) and 4.01 and
      developed after the date hereof by Oji or its Subsidiaries (an “ Additional
      Thermal Paper Product ,”
and
      together with those Thermal Paper Products listed on Schedule
      4.01 ,
      the
“ New
      Thermal Paper Products ”)
      promptly after such Additional Thermal Paper Product is designated as ready
      for
      the commercialization process by Oji or its Subsidiaries (such designation
      being
      consistent with past practice). In the event VCP wishes to challenge a
      determination, or lack thereof, by Oji or its Subsidiaries as to the designation
      of certain Intellectual Property owned by Oji or its Subsidiaries as an
      Additional Thermal Paper Product or the readiness of an Additional Thermal
      Paper
      Product for commercialization, Oji and VCP agree to submit such dispute to
      arbitration pursuant to Section
      8.04 .




(b)  In
      the
      event that VCP wishes to manufacture and sell or distribute one or more New
      Thermal Paper Products, Oji shall share with VCP information regarding such
      New
      Thermal Paper Products’ uses and applications, main raw materials, cost
      information and necessity of production line changes, based on which VCP shall
      gather commercially reasonable market information (the “ Marketing
      Research ”)
      and
      share such information with Oji to determine, jointly with Oji, whether there
      is
      sufficient demand for each such New Thermal Paper Product in the Exclusive
      Territory or Non-Exclusive Territory to merit a start of production. Based
      on
      the Marketing Research, Oji shall work together with VCP to jointly select
      one
      or more New Thermal Paper Products that best suit the demand for Thermal Paper
      identified in the Marketing Research (“ Selected
      Thermal Paper Products ”)
      and
      Oji shall, or shall cause its Subsidiaries to, provide VCP with a know-how
      book
      that describes in reasonably adequate detail the New Technology necessary to
      manufacture such Selected Thermal Paper Products.




(c)  Oji
      and
      VCP shall mutually devise and execute a program to provide VCP with reasonable
      access to appropriate technical personnel of Oji or its Subsidiaries to provide
      on-site technical support and training at VCP facilities in order to ensure
      that
      New Technology is transferred to VCP in accordance with the terms of this Section
      4.01 within a
      commercially reasonable time period (the “ New
      Technology Transfer Program ”).
      VCP
      shall bear all additional expenses of the New Technology Program, including
      traveling and living expenses of Oji’s or its Subsidiaries’
employees.




(d)  In
      the
      event that either party provides to the other a Non-Renewal Notice pursuant
      to Section
      7.02 ,
      the
      obligations of this Section
      4.01 shall
      terminate and Oji shall be under no obligation to provide and license to VCP
      additional New Technology (which has not previously been transferred to VCP)
      from the date thereof.




Section
      4.02  Improvements . (a) In
      the event that Improvements to the Current Technology or the New Technology
      are
      developed by Oji or its Subsidiaries, Oji shall, or shall cause its Subsidiaries
      to, provide VCP with a know-how book that that describes in reasonably adequate
      detail such Improvements promptly after such Improvements are ready to be
      incorporated into a corresponding Thermal Paper Product’s manufacturing process.
      Oji shall, or shall cause its Subsidiaries to, grant to VCP a non-exclusive
      license to use all Improvements developed by Oji or its Subsidiaries in the
      manufacturing, sale or distribution of Licensed Thermal Paper Products until
      the
      expiration of the Royalty License or, if Oji or its subsidiaries have developed
      an Improvement for a Licensed Thermal Paper Product that is subject to a
      Perpetual License, in connection with any such applicable Perpetual License.
      This agreement shall serve as consideration for all such licenses granted by
      Oji
      to VCP to use all Improvements developed by Oji, and VCP shall not be required
      to provide payment in addition to royalty payments described in Section
      3.01 for the
      use of such Improvements. Oji shall provide VCP with reasonable access to
      appropriate technical personnel of Oji or its Subsidiaries to provide on-site
      technical support and training at VCP facilities in order to ensure that
      Improvements are transferred to VCP in accordance with the terms of this Section
      4.02(a) within a
      commercially reasonable time period. VCP shall pay Oji $1,000 per employee
      of
      Oji or its Subsidiaries per day, or part thereof, for each such employee
      providing on-site technical support and training at VCP facilities pursuant
      to
      this Section
      4.02(a) ,
      plus
      VCP shall bear all additional expenses related to this Section
      4.02(a) ,
      including traveling and living expenses of Oji’s or its Subsidiaries’
employees.




10




(b)  In
      the
      event that Improvements to the Current Technology or the New Technology are
      developed by VCP, VCP shall provide Oji with a know-how book that describes
      in
      reasonably adequate detail such Improvements promptly after such Improvements
      are ready to be incorporated into a corresponding Thermal Paper Product’s
      manufacturing process. VCP shall grant to Oji and its Subsidiaries a
      non-exclusive license to use all Improvements developed by VCP in the
      manufacturing, sale or distribution of Licensed Thermal Paper Products in
      perpetuity. This agreement shall serve as consideration for all such licenses
      granted by VCP to Oji to use all Improvements developed by VCP, and Oji shall
      not be required to provide any additional payment for the use of such
      Improvements. VCP shall provide Oji with reasonable access to appropriate
      technical personnel of VCP to provide on-site technical support and training
      at
      Oji facilities to ensure that Improvements are transferred to Oji in accordance
      with the terms of this Section
      4.02(b) within a
      commercially reasonable time period. Oji shall pay VCP $1,000 per employee
      of
      VCP per day, or part thereof, for each such employee providing on-site technical
      support and training at Oji or its Subsidiaries facilities pursuant to this Section
      4.02(b) ,
      plus
      Oji shall bear all additional expenses related to this Section
      4.02(b) ,
      including traveling and living expenses of VCP’s employees.




(c)  In
      the
      event that an Intellectual Property right shall arise in connection with an
      Improvement, such right shall inure to the party that developed such Improvement
      and such party shall be entitled to make all filings and take all such other
      actions as may be necessary or desirable in connection with the protection
      or
      enforcement of such right, provided that
      this Section
      4.02(c) shall
      not apply to the licenses explicitly contemplated by Sections
      4.02(a) and 4.02(b) .




Section
      4.03  Ongoing
      Technical Support . ( a) Upon
      VCP’s request, Oji shall, or shall cause its Subsidiaries to, provide the
      services of its or its Subsidiaries technical personnel to provide VCP’s
      technical personnel with on-site technical support at VCP’s facilities in the
      manufacture of Thermal Paper Products using the Current Technology or the New
      Technology during the Term of this Agreement.




(b)  Upon
      request by VCP, VCP shall be entitled to send its technical or commercial
      personnel to receive technical support, or to exchange technical service or
      marketing information relating to Thermal Paper Products manufactured, sold
      or
      distributed using the Current Technology or the New Technology, at facilities
      owned by Oji or its Subsidiaries during the Term of this Agreement.




(c)  The
      number of VCP’s, Oji’s or its Subsidiaries’ personnel that shall be required to
      travel to the other party’s facilities pursuant to Sections
      4.01(c) , 4.02(a) , 4.02(b) ,
      this Section
      4.03 or Section
      5.06 shall
      not exceed five (5) employees per visit. The period of stay for such personnel
      shall not exceed an aggregate of twenty (20) man-working days per Contract
      Year
      and shall not exceed an aggregate of two hundred (200) man-working days during
      the Term.




(d)  During
      the Term of this Agreement, VCP shall be entitled to receive, free of charge,
      an
      aggregate of twenty (20) man-working days per Contract Year, which shall not
      exceed an aggregate of two hundred (200) man-working days during the Term as
      Ongoing Technical Support (“ Service
      Deductible ”).
      For
      each man-working day requested by VCP in excess of the Service Deductible per
      Contract Year, VCP shall pay Oji $1,000 per employee of Oji or its Subsidiaries
      per day, or part thereof, for each such employee providing technical support
      or
      exchanging technical service or marketing information to VCP’s technical
      personnel or commercial personnel (whether at VCP’s facilities, Oji’s or its
      Subsidiaries’ facilities or otherwise) pursuant to this Section 4.03,
      including traveling and living expenses of VCP’s, Oji’s or its Subsidiaries
      employees.




(e)  No
      employee of VCP, Oji or its Subsidiaries shall be required to travel to the
      other party’s facilities pursuant to Sections
      4.01(c) , 4.02(a) , 4.02(b) ,
      this Section
      4.03 or Section
      5.06 unless a
      separate safety agreement regarding each visit is executed by VCP and Oji or
      its
      Subsidiaries.




Section
      4.04  English
      Language . All
      know-how books, information, drawings, instructions concerning processes and
      other documents or data, that may be made available to VCP pursuant to this Article
      IV ,
      shall
      be prepared in the English language.




11




**ARTICLE
      V**




**ADDITIONAL
      AGREEMENTS**




Section
      5.01  Additional
      Territories . ( a) VCP
      shall not sell or distribute in any territory other than the Exclusive Territory
      and the Non-Exclusive Territory any Thermal Paper Product manufactured, sold
      or
      distributed using any valid Patent, Copyright, Trade Mark or Trade Secret of
      Oji
      or its Subsidiaries, including the Current Technology and the New Technology,
      and any Improvements thereto required to be licensed to VCP pursuant to Section
      4.02 (an
“ Oji
      Technology Thermal Paper Product ”),
      without obtaining prior written consent from Oji (“ Additional
      Territory Written Consent ”),
      which, in Oji’s sole discretion, may be denied. Once Oji grants an Additional
      Territory Written Consent, such new territory shall become an integral part
      of
      the Exclusive and Non-Exclusive Territory list, as the case may be (an
“ Additional
      Territory ”)
      and
      all rights and obligations of this Agreement shall apply to such Additional
      Territory in the same manner as in the current listed territories. In the event
      that Oji grants VCP such Additional Territory Written Consent and (i) Oji or
      its
      Subsidiaries have established channels of distribution for Thermal Paper
      Products in the Additional Territory as of the date of such consent, or (ii)
      Oji
      or its Subsidiaries establish channels of distribution for Thermal Paper
      Products after the date of such consent, Oji shall provide VCP access to sell
      or
      distribute Oji Technology Thermal Paper Products through such channels of
      distribution and such channels of distribution shall be the sole channels of
      distribution through which VCP may sell or distribute Oji Technology Thermal
      Paper Products in the Additional Territory. VCP shall pay Oji royalties on
      the
      Net Sales Price of Oji Technology Thermal Paper Products sold or distributed
      in
      the Additional Territories as specified in Sections
      3.01(c)(i) through (xiii) ,
      unless
      otherwise stated in the Additional Territory Written Consent, in which case
      the
      royalties payable with respect to Oji Technology Thermal Paper Products shall
      be
      on the terms set forth in the Additional Territory Written Consent.




(b)  VCP
      agrees that it shall not knowingly sell or distribute Oji Technology Thermal
      Paper Products to any Person who sells, distributes, or plans to sell or
      distribute, either directly or through one or more intermediaries, such Oji
      Technology Thermal Paper Products in an Additional Territory (an “ Additional
      Territory Distributor ”).
      In
      the event that either Oji or VCP identifies a violation, both parties will
      immediately discuss in good faith and define the most appropriate measures
      to
      restrain and prevent future violations. While it is understood that VCP shall
      not be responsible for any breach of this Section
      5.01(b) by any
      Person to whom it sells or distributes Oji Technology Thermal Paper Products,
      VCP agrees to support Oji and to jointly take all commercially reasonable
      measures to restrain such violation (as previously agreed in good faith
      discussions with Oji), including, if necessary, the termination of future sales
      arrangements and appropriate court proceedings, to restrain all Persons to
      whom
      it sells or distributes Oji Technology Thermal Paper Products from becoming
      or
      continuing to be an Additional Territory Distributor.




Section
      5.02  Purchases
      by Oji or VCP . ( a) In the
      event that Oji or any of its Subsidiaries wishes to purchase from VCP Licensed
      Thermal Paper Products manufactured by VCP for sale or distribution in an
      Additional Territory, VCP shall use its commercially reasonable efforts to
      supply such Licensed Thermal Paper Products to Oji. In the event that VCP wishes
      to purchase from Oji or its Subsidiaries Thermal Paper Products manufactured
      by
      Oji or its Subsidiaries for sale or distribution by VCP in the Exclusive
      Territory or the Non-Exclusive Territory, Oji shall, and shall cause its
      Subsidiaries to, use its commercially reasonable efforts to supply such Thermal
      Paper Products to VCP.




Section
      5.03  Right
      to Bid .




(a)  If
      at any
      time VCP desires to sell its or its Subsidiaries’ business of manufacturing,
      coating, distributing and selling Thermal Paper, or any material portion thereof
      (the “Sale
      Assets ”),
      whether by merger, business combination, sale of stock, recapitalization, joint
      venture, sale of assets or otherwise, VCP will invite Oji to participate as
      a
      potential buyer by delivering written notice thereof to Oji (the “ Sale
      Notice ”)
      together with the rules, schedules and time periods for the potential
      acquisition (the “ Offer
      Rules ”).




(b)  Within
      the period set forth in the Offer Rules, Oji shall, at its option, provide
      to
      VCP a written offer to purchase the Sale Assets (the “ Oji
      Offer ”),
      stating all material terms of such offer, including purchase price and structure
      of the transaction. If Oji does not provide to VCP the Oji Offer within the
      required period, Oji shall be deemed to have no interest in a potential
      acquisition.




12




(c)  The
      Offer
      Rules provided to Oji shall be materially the same as the Offer Rules provided
      to any interested third parties.




(d)  If
      VCP
      receives an unsolicited offer from a third party to acquire any of its Thermal
      Paper manufacturing assets, VCP will invite Oji to make a competing offer.
      The
      process of notice and offer must be sufficiently expedient as to not affect
      VCP’s ability to conclude a sale. In addition, VCP will not be required to
      disclose to Oji the identity nor the terms of the offer.




Section
      5.04  Global
      Network . To
      the
      extent permitted by applicable Laws, Oji shall invite VCP to and include VCP
      in
      its yearly management meetings and discussions regarding global strategy for
      Oji
      and its Subsidiaries. At such meetings, Oji and its Subsidiaries shall exchange
      with VCP information about business strategy, market trends, technological
      trends regarding Thermal Paper, competitors, major customers and major original
      equipment manufacturers related to Thermal Paper Products.




Section
      5.05  Strategy
      Meetings . During
      the Term of this Agreement, Oji and VCP shall meet once per Contract Year to
      exchange new ideas, share new techniques, and discuss other topics of import
      regarding the manufacture, sale and distribution of Thermal Paper Products
      (a
“ Strategy
      Meeting ”).
      At
      such meetings, VCP and Oji may discuss ongoing research into the development
      of
      new Thermal Paper Products, ongoing research into the improvement of currently
      existing Thermal Paper Products and potential new applications of Thermal Paper
      Products. Such Strategy Meeting shall coincide with, and be held in the same
      location as, the meetings and discussions described in Section
      5.04 .
      At the
      request of either Oji or VCP, an additional Strategy Meeting shall be held
      each
      Contract Year during the Term of this Agreement at Oji’s facilities in Japan (or
      such other location mutually agreed upon by Oji and VCP), but under no
      circumstances shall Oji or VCP be required to attend more than two Strategy
      Meetings in any given Contract Year. Oji
      and
      VCP will each be liable for its own costs and expenses, including traveling
      and living expenses, incurred
      in connection with such Strategy Meetings.




Section
      5.06  Yearly
      Mill Surveys . Once
      per
      Contract Year during the Term of this Agreement, pursuant to an agenda to be
      mutually agreed by Oji and VCP, Oji shall, or shall cause its Subsidiaries,
      to
      conduct a mill survey to review, assess and update technical information, as
      well as audit the machines, personnel and processes used by VCP to manufacture
      Licensed Thermal Paper Products (a “ Mill
      Survey ”)
      and
      shall share the results of such Mill Survey, along with any related
      recommendations, to VCP within a commercially reasonable time period after
      the
      conclusion of such Mill Survey. At the request of VCP, Oji shall, or shall
      cause
      its Subsidiaries, to conduct an additional Mill Survey each Contract Year during
      the Term of this Agreement, but under no circumstances shall Oji or its
      Subsidiaries be required to conduct more than two Mill Surveys in any given
      Contract Year. The number of Oji’s or its Subsidiaries’ personnel that shall be
      required to travel to VCP’s facilities pursuant to this Section
      5.06 shall
      not exceed the limits contained in the first sentence of Section
      4.03(c) ,
      and the
      period of stay for such personnel shall not exceed the limits contained in
      the
      second sentence of Section
      4.03(c) .
      The
      first Mill Survey conducted under this Agreement shall be at the cost of Oji,
      with VCP to reimburse all related expenses. For additional Mill Surveys, VCP
      shall pay Oji a reasonable fee, to be agreed upon by Oji and VCP for the
      employees of Oji or its Subsidiaries conducting each Mill Survey, plus VCP
      shall
      bear all additional expenses related to each Mill Survey, including traveling
      and living expenses of employees of Oji or its Subsidiaries. Such fee shall
      be
      in addition to any man-work days, relating to technical support. If VCP decides
      to send its own employees to Oji or its Subsidiaries to participate in the
      Mill
      Survey, then it may discount the time employed by Oji employees from the
      man-working days within the Service Deductible amount specified in Section
      4.03(d).




Section
      5.07  Inquiry
      with Exclusive Territory .  In
      the
      event that Oji or its Subsidiaries receive an inquiry from a potential purchaser
      of Thermal Paper Products in the Exclusive Territory, Oji shall promptly inform
      VCP of such inquiry and discuss with VCP a mutually beneficial strategy to
      supply Thermal Paper Products to such potential purchaser.




Section
      5.08  Quality
      Control . VCP
      agrees that Thermal Paper Products manufactured and sold by it shall be of
      good
      quality, shall be in accordance with all specifications contained in know-how
      books provided with the Current Technology, New Technology and Improvements
      and
      shall meet the standards and specifications of Licensed Thermal Paper Products
      manufactured by Oji or its Subsidiaries. VCP shall not manufacture Thermal
      Paper
      Products using the Current Technology, New Technology or Improvements that
      materially deviate from the foregoing requirements of this Section 5.08 without
      prior written approval from Oji.




13




Section
      5.09  Quality
      Analysis . In
      the
      event that VCP wishes to evaluate the quality of a competitor’s Thermal Paper
      Product being sold in either the Exclusive Territory or the Non-Exclusive
      Territory, VCP shall discuss such proposal with Oji and evaluate the most
      efficient manner in which to develop a useful benchmarking tool.




Section
      5.10  Cost
      Reductions . To
      the
      extent permitted by law, Oji agrees to study, together with VCP, manners in
      which to optimize production and reduce manufacturing costs, for example, by
      developing alternative production processes and/or by introducing VCP to
      alternative suppliers of raw materials (including chemicals). Oji shall not
      be
      responsible or liable for any failure to optimize production, reduce
      manufacturing costs, develop alternative production processes or introduce
      VCP
      to alternative suppliers of raw materials, and any such failure shall not be
      construed as a breach of this Agreement by Oji.




**ARTICLE
      VI**




**CONFIDENTIALITY**




Section
      6.01  Confidential
      Information . Oji
      and
      VCP acknowledge and agree that all of the Current Technology, New Technology
      and
      Improvements provided, disclosed or otherwise made available by either Oji,
      its
      Subsidiaries, or VCP (the “ Disclosing
      Party ”)
      to
      either VCP or Oji (the “ Receiving
      Party ”)
      pursuant to the terms of this Agreement or any other prior agreement or
      otherwise between Oji and VCP shall be the “ Confidential
      Information ”
of
      the
      Disclosing Party and shall be subject to the restrictions on disclosure and
      use
      set forth in this Article
      VI ; provided , however ,
      that
      Confidential Information shall not include any information of a Disclosing
      Party
      that the Receiving Party can demonstrate, by competent evidence:




(a)  is
      generally available in the public domain or hereafter becomes available to
      the
      public through no act of the Receiving Party;




(b)  was
      independently known to the Receiving Party prior to receipt thereof;
      or




(c)  was
      made
      available to the Receiving Party as a matter of lawful right by a third party
      who had no obligations of confidentiality to the Disclosing Party.




For
      an
      abundance of clarity, VCP agrees and acknowledges that the Current Technology
      and any New Technology or Improvements provided by Oji or its Subsidiaries
      to
      VCP are the Confidential Information of Oji or its Subsidiaries and that, as
      a
      result, VCP owes Oji and its Subsidiaries a duty of confidentiality under this Article
      VI with
      respect thereto.




Section
      6.02  Obligations . Each
      Receiving Party agrees that during the Term and thereafter (a) that it shall
      treat as confidential all Confidential Information, (b) that it shall use
      the same level of care to prevent disclosure of the Confidential Information
      that it uses to protect its own similar confidential or proprietary information,
      but in no event, not less than a commercially reasonable degree of care, and
      (c)
      that it shall not, without prior written consent of the Disclosing Party,
      directly or indirectly:




(i)  make
      any
      use, including but not limited to any research, commercial or potential
      commercial use thereof, of any portion of the Confidential Information of the
      Disclosing Party for purposes other than those set forth in this Agreement;
      or




(ii)  duplicate,
      disseminate, disclose or transfer any portion of the Confidential Information
      to
      any Person other than those employees or agents of the Receiving Party having
      a
      need to know such Confidential Information in connection with the authorized
      use
      of the Confidential Information pursuant to the terms of the Royalty License,
      any Perpetual License and this Agreement.




Section
      6.03  Authorized
      Disclosure . A
      Receiving Party may disclose Confidential Information of the Disclosing Party
      to
      the extent such disclosure is required by applicable Law, including applicable
      securities regulations, provided that to
      the extent reasonably possible, the Receiving Party provides reasonable prior
      written notice of such disclosure to the Disclosing Party, permits the
      Disclosing Party to seek a protective order or confidential treatment of such
      information, and takes all reasonable actions to avoid or minimize the extent
      of
      disclosure and unauthorized use of the Confidential Information.




14




Section
      6.04  Employees;
      Agents . VCP
      and
      Oji shall, and Oji shall cause its Subsidiaries to, ensure that each employee
      or
      agent who has access to Confidential Information is bound to written obligations
      of confidentiality and non-use at least equivalent in scope to those set forth
      in Sections
      6.01 and 6.02 .
      VCP
      acknowledges that it shall be responsible for any breach of any provision of
      this Article
      VI by any
      of its employees or agents, and VCP agrees to take all commercially reasonable
      measures, including appropriate court proceedings, to restrain its employees
      and
      agents from prohibited or unauthorized disclosure or use of the Confidential
      Information.




Section
      6.05  Return
      of Confidential Information . Upon
      termination or expiration of the Agreement, a Receiving Party will promptly
      return to the Disclosing Party or destroy, all know-how books, documents, notes
      and other tangible materials comprising or containing the Disclosing Party’s
      Confidential Information and all copies thereof; provided , however ,
      that
      each Receiving Party may retain one (1) copy of the Confidential Information
      received hereunder solely to fulfill its rights and obligations that may survive
      the termination of this Agreement.




Section
      6.06  Remedies
      Upon Breach .




(a)  In
      the
      event that either Oji of VCP becomes aware of an unauthorized disclosure of
      confidential information, it shall notify the other party immediately so that
      both Oji and VCP may seek jointly effective manners to restrain such disclosure
      as quickly as possible in order to minimize damages to both Oji and
      VCP.




(b)  Without
      prejudice to the foregoing, each of the parties agrees that if it, or any of
      its
      employees or agents, were to breach any provision of this Article
      VI ,
      the
      other party or its Subsidiaries would suffer damages that are not readily
      ascertainable. Accordingly, in addition to and without limiting any remedies
      in
      law or in equity that may be available to each party for the breach of any
      provision of this Article
      VI ,
      including, but not limited to, injunctive and other equitable relief, each
      party
      agrees that in the event the other provides written notice to it of a breach
      of
      a provision of this Article
      VI by it or
      any of its employees or agents (a “ Breach
      Notice ”),
      the
      party shall have fifteen (15) days from the date it receives such Breach Notice
      (the “ Cure
      Period ”)
      to
      fully cure any breach and bring itself, and its employees and agents, in full
      compliance with this Article
      VI .
      A
      non-cured breach of this Article VI will entitle the non-breaching party to
      suspend performance of its obligations under the remainder of this Agreement
      and
      to seek judicial relief and monetary compensation for direct (non-consequential)
      damages.




(c)  Each
      Receiving Party acknowledges and agrees that a Disclosing Party’s remedy at law
      for any breach of any provision of this Article
      VI would be
      inadequate and that for any breach of such provision, such Disclosing Party
      shall, in addition to and cumulative with other remedies as may be available
      to
      it at law or in equity, or as provided for in this Agreement, be entitled to
      a
      preliminary or permanent injunction, restraining order, or other equitable
      relief, without the necessity of posting a bond, restraining such Receiving
      Party, or any of its employees or agents, from committing or continuing to
      commit any violation of any provision of this Article
      VI .
      Each
      Receiving Party agrees that proof shall not be required that monetary damages
      for breach of any provision of this Agreement would be difficult to calculate
      and that remedies at law would be inadequate.




**ARTICLE
      VII**




**TERM;
      TERMINATION**




Section
      7.01  Term . This
      Agreement shall remain in full force and effect for ten (10) years from the
      date
      hereof (the “ Initial
      Term ”),
      unless sooner terminated, as provided in this Article
      VII .




Section
      7.02  Term
      Extensions . Oji
      and
      VCP shall meet at a mutually agreed upon location between thirty (30) months
      and
      twenty-seven (27) months prior to the expiration of the Initial Term to discuss
      future extensions of this Agreement. Notwithstanding the foregoing sentence,
      after the expiration of the then-effective Term, this Agreement shall
      automatically renew for successive one (1) year periods, unless either party
      shall provide the other party with written notice of non-renewal (the
“ Non-Renewal
      Notice ”)
      not
      less than twenty-four (24) months in advance of the date of the expiration
      of
      the Term. The “ Term ”
of
      this
      Agreement shall be the Initial Term and any renewal or renewals
      thereof.




15




Section
      7.03  Termination . This
      Agreement shall terminate in the following manner:




(a)  at
      any
      time by the mutual written agreement of Oji and VCP;




(b)  at
      the
      expiration of the Term;




(c)  pursuant
      to the terms of Section 3.02(a);




(d)  at
      the
      option of Oji in any of the following events:




(i)  upon
      the
      institution of insolvency, receivership, bankruptcy, reorganization or
      composition proceedings or any other proceedings for the settlement of VCP’s
      debts;




(ii)  upon
      the
      commencement of an involuntary proceeding seeking liquidation, reorganization
      or
      other relief with respect to VCP, or of a substantial part of its assets under
      any bankruptcy, insolvency, receivership or other Law, provided that
      such proceeding goes undismissed for sixty (60) calendar days;




(iii)  upon
      VCP
      making an assignment for the benefit of creditors;




(iv)  upon
      VCP’s dissolution, winding up, or ceasing to conduct business in the normal
      course; or




(v)  upon
      a
      Change of Control of VCP;




(e)  at
      the
      option of VCP in any of the following events:




(i)  Upon
      Oji
      or its Subsidiaries persistent failure to provide any Improvements to VCP
      pursuant to Section
      4.02(a) .




(ii)  upon
      the
      institution of insolvency, receivership, bankruptcy, reorganization or
      composition proceedings or any other proceedings for the settlement of Oji’s
      debts;




(iii)  upon
      the
      commencement of an involuntary proceeding seeking liquidation, reorganization
      or
      other relief with respect to Oji, or of a substantial part of its assets under
      any bankruptcy, insolvency, receivership or other Law, provided that
      such proceeding goes undismissed for sixty (60) calendar days;




(iv)  upon
      Oji
      making an assignment for the benefit of creditors;




(v)  upon
      Oji’s dissolution, winding up, or ceasing to conduct business in the normal
      course; or




(vi)  upon
      Oji’s persistent failure to provide technical support or perform its obligations
      pursuant to the terms of this agreement.




(vii)  upon
      a
      Change of Control of Oji.




16




Section
      7.04  Effect
      of Termination . In
      the
      event of termination of this Agreement as provided in either Sections
      3.02 or 7.03 ,
      this
      Agreement shall forthwith become void and the obligations of the parties
      pursuant to this Agreement will terminate except for those obligations on the
      part of either party hereto contained in Article
      VI and Sections
      8.02 , 8.03 , 8.04 , 8.05 , 8.10 ,
      and 8.11 .
      Notwithstanding the foregoing, in the event of termination of this Agreement
      as
      provided in Section
      7.03(b) ,
      the
      obligations on the part of VCP contained in Section 3.01(a) , Section
      3.01(c)(x) through (xiii) , Section
      3.02 , Section
      3.03 and Section
      3.04 shall
      also survive such termination. Notwithstanding the foregoing, VCP shall be
      entitled to manufacture, sell and distribute all Licensed Paper Products
      according to the Perpetual License received pursuant to Section 3.01(a), beyond
      the termination of this Agreement. Also notwithstanding the foregoing, any
      termination of this Agreement shall not relieve either party from liability
      for
      any breach of this Agreement and any amounts due and unpaid as of the date
      of
      termination of this Agreement.




**ARTICLE
      VIII**




**MISCELLANEOUS**




Section
      8.01  Assignment . Neither
      this Agreement nor any of the rights or obligations hereunder may be assigned
      by
      Oji without the prior written consent of VCP, which shall not be unreasonably
      withheld, or by VCP without the prior written consent of Oji, which shall not
      be
      unreasonably withheld. Subject to the foregoing, this Agreement shall be binding
      upon and inure to the benefit of the parties hereto and their respective
      successors and assigns, and no other Person shall have any right, benefit or
      obligation hereunder .




Section
      8.02  Notices . Unless
      otherwise provided herein, any notice, request, instruction or other document
      to
      be given hereunder by either party to the other party shall be in writing
      and delivered in person or by overnight courier or by facsimile transmission
      as
      follows (or at such address
      or facsimile number of which notice shall have been duly given in accordance
      with this Section
      8.02 ):


If
                  to Oji:
              Oji
                  Paper Co. Ltd.7-5,
                  Ginza 4-Chome, Chuo-kuTokyo
                  104-0061 JapanTelephone:
                  8.13.3563.4666Facsimile:
                  8.13.3563.4135Attention:
                  Mr. Ryuichi KisakaWith
                  a copy to:
              Cadwalader,
                  Wickersham & Taft LLPOne
                  World Financial CenterNew
                  York, NY 10281Telephone:
                  (212) 504-6057Facsimile:
                  (212) 504-6666Attention:
                  Louis J. BevilacquaIf
                  to VCP:
              Votorantim
                  Celulose e Papel S.A.Alameda
                  Santos, 1357, 6thFloorCerqueira
                  Cesar 01419-908Sao
                  Paulo, SP, BrazilTelephone:
                  55-11-2138-4131Facsimile:
                  55-11-2138-4346Attention:
                  Marcelo Strufaldi Castelli
  17
  With
                  a copy to:
              Votorantim
                  Celulose e Papel S.A.Alameda
                  Santos, 1357, 6thFloorCerqueira
                  Cesar 01419-908Sao
                  Paulo, SP, BrazilTelephone:
                  55-11-3417-6951Facsimile:
                  55-11-3417-6953Attention:
                  Shinji Satoand:Proskauer
                  Rose LLP1585
                  BroadwayNew
                  York, New York 10036-8299Telephone:
                  (212) 969-3160Facsimile:
                  (212) 969-2900Attention:
                  Carlos Martinez





or
      to
      such other place and with such other copies as either party may designate as
      to
      itself by written notice to the others. Any notice delivered in accordance
      with
      this Section
      8.02shall
      be
      deemed effective upon personal delivery, or on the first Business Day following
      the sending of such notice by overnight courier service or facsimile.




Section
      8.03  Choice
      of Law . This
      agreement shall be construed, interpreted and the rights of the parties
      determined in accordance with the laws of the State of New York.




Section
      8.04  Venue/Arbitration . Any
      dispute, claim or controversy arising out of or relating to this Agreement,
      or
      the breach, termination, enforcement, interpretation or validity of this
      Agreement, shall be determined by arbitration. The arbitration shall be
      conducted in the Borough of Manhattan, in the State of New York pursuant to
      the
      Rules and Procedures of the American Arbitration Association. The controlling
      law shall be that of the State of New York and the arbitration shall be
      conducted in the English language. The arbitration shall be conducted by a
      three
      arbitrators. Each party shall designate an arbitrator and the two arbitrators
      so
      designated shall designate a third arbitrator. The three arbitrators so chosen
      will conduct the arbitration and will resolve the controversy by a majority
      vote. The judgment of the arbitrators will be final and binding on the parties.
      The judgment may be entered in any competent court having jurisdiction which
      may
      then enforce the judgment, without reconsideration of the merits or appeal.
      The
      costs of the arbitration, including the fees of the arbitrators and the
      reasonable attorneys fees of the prevailing party, will be borne by the
      non-prevailing party as directed by the arbitrators.




Section
      8.05  Indemnification;
      Defense Against Complaint . ( a) Each
      party and its Subsidiaries, officers, directors, employees, agents, successors
      and permitted assigns shall be indemnified and held harmless by the other party
      for and against any and all liabilities, losses, damages, claims, costs,
      expenses, interest, awards, judgments and penalties (including attorneys' and
      consultants' fees and expenses) actually suffered or incurred by them (including
      any action, claim, suit or other proceeding brought or otherwise initiated
      by
      any of them) ("Losses") arising out of or resulting from the breach of any
      provision of this Agreement by the other party.




(b)  VCP
      and
      its Subsidiaries, officers, directors, employees, agents, successors and
      permitted assigns shall be indemnified and held harmless by Oji for and against
      any and all Losses arising out of or resulting from the breach of any provision
      of this Agreement by Oji.




(c)  Oji
      agrees to use commercially reasonable efforts to cooperate with and supply
      reasonably necessary information to VCP in its defense against any complaint
      with regard to any Intellectual Property right of a third party with respect
      to
      VCP’s manufacture, sale or distribution of Thermal Paper Products using the
      Current Technology or the New Technology.




(d)  Each
      party shall covenant to the other that all licenses provided are proprietary
      and
      that the providing party is entitled to grant such license, free and clear
      of
      encumbrances.




18




(e)  Each
      party shall indemnify the other for and exempt the other from all costs and
      expenses directly or indirectly related to or arising from any Losses associated
      with the manufacture, sale or distribution of Thermal Paper Products using
      the
      providing party’s licensed Intellectual Property, including Losses associated
      with (i) product liability, (ii) applicable safety Laws, (iii) applicable
      environmental laws and (iv) actions, claims, suits, or other proceedings brought
      by any third party, including any governmental agency, authority or other body
      or entity, except to the extent such Losses results from acts of omissions
      of
      employees or representatives of the party claiming the Loss.




Section
      8.06  Entire
      Agreement; Amendments and Waivers . This
      Agreement constitutes the entire agreement among Oji and VCP pertaining to
      the
      subject matter hereof
      and supersedes all prior agreements, understandings, negotiations and
      discussions, whether oral or written,
      of Oji and VCP. This Agreement, or any provision hereof, may be amended,
      supplemented, modified or waived by the parties hereto from time to time;
      provided that no amendment supplement, modification or waiver of this Agreement
      shall be binding unless executed in writing by Oji and VCP. No waiver of any
      of
      the provisions of this Agreement shall be deemed or shall constitute a waiver
      of
      any other provision hereof (whether or not
      similar), nor shall such waiver constitute a continuing waiver unless otherwise
      expressly provided.




Section
      8.07  Counterparts . This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




Section
      8.08  Invalidity . In
      the
      event that any one or more of the provisions, rates or amounts contained in
      this
      Agreement or in any other instrument referred to herein, shall, for any reason,
      be held to be
      invalid, illegal or unenforceable in any respect, such provisions, rates or
      amounts shall be enforced to the maximum extent permitted by Law to effect
      the
      intentions of the parties hereunder, and such invalidity, illegality or
      unenforceability of such provisions, rates or amounts shall not affect any
      other
      provision of this Agreement or any other such instrument.




Section
      8.09  Headings . The
      headings of the Articles and Sections herein are inserted for convenience of
      reference only and are not intended to be part of or to affect the meaning
      or
      interpretation of this Agreement.




Section
      8.10  Expenses . Oji
      and
      VCP will each be liable for its own costs and expenses incurred in connection
      with the negotiation, preparation, execution or performance of this
      Agreement.




Section
      8.11  Publicity . Oji
      and
      VCP agree to notify each other prior to issuing any press release or making
      any
      public statement regarding the transactions contemplated hereby, and will obtain
      the reasonable approval of the other party prior to making such release or
      statement, including, without limitation, any press release issued by either
      or
      both of Oji and VCP in connection with the transactions contemplated by this
      Agreement.




Section
      8.12  Independent
      Contractor . Nothing
      contained in this Agreement shall be construed as constituting or giving rise
      to
      a partnership, joint venture or agency between Oji and VCP.




Section
      8.13  Severability
      of Provisions . If
      any
      provision of this Agreement, or the application of any such provision to any
      Person or circumstance, shall be held invalid by a court of
      competent jurisdiction, the remainder of this Agreement, and the application
      of
      such provision to
      Persons or circumstances other than those as to which it is held invalid, shall
      not be affected thereby.




Section
      8.14  Force
      Majeure . Neither
      of the parties hereto shall be liable for any failure to perform its duties
      or
      obligations under this Agreement owing to war, serious fire, flood, typhoon,
      earthquake and any objective circumstance which is unforeseeable, unavoidable
      and insurmountable.




Section
      8.15  Official
      Language . The
      official language of this Agreement shall be English.




19




Section
      8.16  Translation . The
      translation of this Agreement into Portuguese will serve as a mere reference.
      In
      the event of any inconsistency between the English version of this Agreement
      and
      the Portuguese version of this Agreement, the English version of this Agreement
      shall be determinative for purposes of interpretation of this
      Agreement.




**ARTICLE
      IX**




**ACKNOWLEDGEMENTS**




Section
      9.01  Acknowledgements
      of Oji and VCP . Oji
      and VCP
      acknowledge and confirm that as of the date hereof:




(a)  the
      Current Technology consists of a number of highly valuable, unique, proprietary
      technologies and processes which have been developed and refined by Oji or
      its
      Subsidiaries over a long period of time and which are not available from any
      source other than Oji or its Subsidiaries;




(b)  in
      addition to Patents of Oji in full force and effect, VCP uses Oji’s Trade
      Secrets in the manufacture of all Thermal Paper Products that VCP currently
      manufactures;




(c)  VCP
      uses
      Trade Marks or Copyrights of Oji (including, without limitation, paper grade
      names, model numbers or brand names) in the sale or distribution of Thermal
      Paper Products that VCP currently sells or distributes;




(d)  given
      the
      current demand for Thermal Paper Products manufactured, sold or distributed
      by
      VCP, VCP does not currently have the capacity to manufacture, sell or distribute
      Thermal Paper Products outside of the Exclusive Territory and Non-Exclusive
      Territory.





20




IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.




OJI
                PAPER CO., LTD.By:
              /s/Tomoo
                  EdagawaName:
                  Tomoo EdagawaTitle:
                  Corporate Officer Commercial Paper DivisionVOTORANTIM
                CELULOSE E PAPEL S.A.By:
              /s/José
                  Luciano PenidoName:
                  José Luciano D. PenidoTitle:
                  Chief Executive OfficerBy:
              /s/Marcelo
                  Strufaldi CastelliName:
                  Marcelo Strufaldi CastelliTitle:
                  Officer




Sch.
          4.01