<PAGE>


PAGES WHERE CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED, ARE MARKED "CONFIDENTIAL TREATMENT
REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION" AND THE
CONFIDENTIAL SECTION HAS BEEN MARKED WITH A STAR (*)

                                                                   REDACTED COPY


THIS DISTRIBUTION AGREEMENT is made on the 23rd day of November, 2001

BY AND BETWEEN:

                  NORSKE SKOG CANADA SALES INC., a company incorporated under
                  the laws of British Columbia whose registered office is at 9th
                  Floor, 700 West Georgia Street, P.O. Box 10058 Pacific Centre,
                  Vancouver, British Columbia, Canada V7Y IJ7 (the "VENDOR")

AND:

                  PAN ASIA PAPER CO. PTE LTD, a company incorporated under the
                  laws of Singapore whose registered office is at 8 Shenton Way,
                  #44-01 Temasek Tower, Singapore 068811 (the "PURCHASER").

WHEREAS:

(A)      The Vendor, directly and/or through its affiliates, is engaged in the
         business of manufacturing, marketing, distributing and selling Relevant
         Products; and

(B)      The Vendor and the Purchaser have agreed that all sales, marketing and
         distribution of the Relevant Products in the Territory during the Term
         of this Agreement, including without limitation all outstanding orders
         and Sales Agreements, shall be carried out exclusively by the Purchaser
         in accordance with the terms and conditions of this Agreement.



NOW, IT IS AGREED AS FOLLOWS:



ARTICLE 1- DEFINITIONS AND INTERPRETATION

1.1      In this Agreement, the following words and expressions shall have the
         meanings respectively assigned to them.


<PAGE>

         (a)      "AFFILIATE" means a Subsidiary or, in the case of a
                  partnership, a partnership is an Affiliate of a corporation or
                  company when the partnership and such corporation are
                  controlled by the same corporation or company

         (b)      "RELEVANT PRODUCTS" means all wood-containing printing and
                  writing paper between newsprint grade and lightweight-coated
                  grade, including but not limited to newsprint, improved
                  newsprint, highbright newsprint, directory, super calendared
                  papers and lightweight-coated papers, which is manufactured by
                  the Vendor or any of its Affiliates, and with effect from 1
                  January 2002 to include products manufactured by the mills
                  formerly owned by Pacifica Papers Inc.

         (c)      "SALES AGREEMENTS" shall mean all oral and written agreements
                  (including agency agreements) to which the Vendor is a party
                  that pertain to the sale of Relevant Products in the
                  Territory.

         (d)      "SUBSIDIARY" means, in relation to a company or corporation,
                  any other company or corporation (i) which is controlled,
                  directly or indirectly, by the first-mentioned company or
                  corporation and, for these purposes, a company or corporation
                  shall be treated as being controlled by another if that other
                  company or corporation is able to direct its affairs and/or
                  control the composition of its board of directors or
                  equivalent body; or (ii) at least half the issued share
                  capital of which is beneficially owned, directly or
                  indirectly, by the first-mentioned company or corporation; or
                  (iii) which is a direct or indirect subsidiary of another
                  subsidiary of the first-mentioned company or corporation.

         (e)      "TERM" means that period of time from the date of this
                  Agreement to the date set forth in written notice provided by
                  one party to the other that the notifying party wishes to
                  terminate this Agreement, which date shall not be less than
                  six (6) months from the date of the notice, having regard to
                  relevant competition law requirements.

         (f)      "TERRITORY" means the territorial limits of all territories
                  and countries located west of the western boundary of Alaska,
                  U.S.A. and east of the western boundary of Pakistan from time
                  to time, but excluding Japan.

         (g)      "US$" or "US DOLLAR" means the lawful currency of the United
                  States of America.

1.2      In this Agreement:

         (a)      a reference to a person includes a reference to any body
                  corporate, unincorporated association or partnership and a
                  reference to that person's legal personal representatives or
                  successors;

         (b)      words importing the singular include the plural and vice versa
                  and words importing one gender include every other gender
                  unless the context requires otherwise;

         (c)      references to a Recital, Clause or Schedule, unless the
                  context otherwise requires, is a reference to a recital or
                  clause of or schedule to this Agreement;


                                       2

<PAGE>

         (d)      the Recitals and Schedules form part of this Agreement and
                  shall have the same force and effect as if set out in the body
                  of this Agreement, and references to this Agreement include
                  the Recitals and Schedules; and

         (e)      headings are for reference only and shall not affect the
                  interpretation of this Agreement.

ARTICLE 2 - DISTRIBUTION

2.1      MANDATE. Subject to Article 5, the Vendor hereby appoints the Purchaser
         and hereby grants to the Purchaser the right to sell, market and
         distribute the Relevant Products in the Territory on an exclusive basis
         during the Term of this Agreement. The Purchaser hereby accepts the
         foregoing mandate and agrees to act in the aforesaid exclusive capacity
         in respect of the Relevant Products in the Territory during the Term
         hereof.

2.2      SALES AGREEMENTS. Without in any manner limiting the provisions hereof,
         the Vendor sells, transfers and assigns to the Purchaser on an "as is
         where is" basis, and without warranty, all of the Vendor's right, title
         and interest in and to the Sales Agreements subject to the provisions
         regarding assignment contained in such Sales Agreements. The Vendor
         shall provide details of the Sales Agreements to the Purchaser on or
         prior to the effective date hereof whereupon the Relevant Products
         contemplated therein shall be sold by the Vendor to the Purchaser in
         accordance with the provisions hereof for resale pursuant to the terms
         of the relevant Sales Agreements. For greater certainty, in no event
         shall the Vendor sell Relevant Products contemplated in the Sales
         Agreements except through the Purchaser pursuant hereto. The Purchaser
         agrees to assist the Vendor in obtaining any required consents to such,
         assignment and covenants to comply with all terms of such Sales
         Agreements once assigned.

2.3      CONSENTS. The Vendor will use its reasonable endeavors to obtain such
         consents as may be required in order to effect the sale, transfer and
         assignment contemplated in Section 2.2 hereof; provided, however, that
         in no event will the Vendor incur any liability whatsoever in the event
         of its inability to procure such consents.

2.4      ADJUSTMENTS. On the effective date hereof, the Vendor will pay to the
         Purchaser all moneys (including, without limitation, all advance
         payments, deposits and partial payments for Relevant Products not yet
         then delivered but excluding any moneys received for Relevant Products
         delivered prior to the effective date hereof) and transfer to the
         Purchaser all security (including, without limitation, letters of
         credit) received by it in respect of all outstanding orders and Sales
         Agreements being sold, transferred and assigned to the Purchaser
         pursuant to this Agreement.

2.5      CUSTOMER LIST. The Vendor sells, transfers and assigns to the Purchaser
         on an "as is where is" basis, and without warranty, all the Vendor's
         right, title and interest in and to, and shall deliver to the Purchaser
         on or prior to the effective date hereof, copies of all outstanding
         written orders and descriptions of all outstanding oral orders for (in
         whole or in part) the Relevant Products within the Territory, a list of
         all customers (including contact name or names, addresses and telephone
         and facsimile numbers) who over the past three years have purchased the
         Relevant Products within the Territory.

                                       3
<PAGE>


2.6      SUBSIDIARY. For all purposes of this Agreement, the rights of the
         parties hereunder shall also extend to and include any of their
         respective Subsidiaries.
















                                       4
<PAGE>



CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION - CONFIDENTIAL SECTION HAS BEEN MARKED WITH A STAR (*)

ARTICLE 3 - TERMS OF SALE

3.1      Subject to Article 5, and unless otherwise agreed between the parties,
         the terms and conditions upon which the Purchaser shall purchase the
         Relevant Products from the Vendor shall include the following: (a) the
         price payable by the Purchaser to the Vendor for the Relevant Products
         from time to time during the Term shall be equal to the price
         negotiated for the resale of the Relevant Products by the Purchaser to
         its customer less the distribution fee set out in Schedule 1 hereto,
         and shall be payable in US dollars on a * basis from the date of
         transfer of title; and (b) all shipping and delivery charges will be
         for the account of the Vendor and, unless otherwise agreed, all
         shipments will be on a C and F (cost and freight) basis.

3.2      Title will transfer from the Vendor to the Purchaser upon delivery of
         the Relevant Products to the carrier against bill of lading.



ARTICLE 4 - RIGHTS AND OBLIGATIONS OF PURCHASER

4.1      SALE IN OWN NAME. The Purchaser shall sell the Relevant Products in the
         Territory in its own name and for its own account and risk. All
         purchasers of Relevant Products will be customers of the Purchaser and
         not the Vendor. Notwithstanding anything in this Agreement to the
         contrary, nothing in this Agreement shall be interpreted as
         constituting the Purchaser as an agent of the Vendor for any purpose.
         All customer relations, complaints and other dealings shall be handled
         solely by the Purchaser. Notwithstanding the foregoing, the Purchaser
         agrees that it will not re-wrap, re-label or otherwise sell the
         Relevant Products to any purchaser thereof in any form other than as
         shipped by the Vendor to the Purchaser under this Agreement.

4.2      NO REPRESENTATION. Subject to Article 5, the Purchaser shall have no
         right or authority to act for or in the name of, or to bind, the Vendor
         in any way whatsoever or to extend any warranty or make any
         representation on behalf of the Vendor. The Purchaser shall furthermore
         be solely responsible for its obligations and liabilities to third
         parties.



ARTICLE 5 - ORDER AND DELIVERY

5.1      SALES FORECASTS. The Purchaser shall use its reasonable efforts to
         provide to the Vendor on an ongoing basis a rolling forecast of its
         requirements of the Relevant Products for sale in the Territory.

5.2      ORDERS AND ACCEPTANCE. Orders placed by the Purchaser with the Vendor
         in connection with the Relevant Products shall be accepted or rejected
         by the Vendor in its discretion within twenty-one (21) days of receipt
         of same. Each order from the Purchaser shall set



                                       5
<PAGE>

         forth the proposed delivery period and all other relevant terms and
         conditions. Orders shall be deemed to have been rejected if the Vendor
         fails to send a written acceptance of such order prior to the
         expiration of the above noted twenty-one (21) day period. Subject

to Section 10.2, the Purchaser shall have no right to cancel an order following
acceptance.



ARTICLE 6 - TERRITORIAL LIMIT

6.1      The Purchaser agrees that it will not knowingly, directly or
         indirectly, sell or distribute the Relevant Products or otherwise make
         same, or permit same to be made, available outside of the Territory.



ARTICLE 7 - PROTECTED INTELLECTUAL PROPERTY RIGHTS

7.1      The Purchaser acknowledges and agrees that all intellectual property
         rights, including without limitation, trademarks associated with the
         Relevant Products are owned by an Affiliate of the Vendor and licensed
         to the Vendor. The Purchaser obtains no ownership right, title or
         interest in such intellectual property under this Agreement and shall
         not take any action which would alter, modify or infringe such
         intellectual property rights. The Vendor grants to the Purchaser a
         sub-license of such intellectual property rights for the sole purpose
         of marketing and selling the Relevant Products in the Territory. The
         Purchaser will not take any action to register in any country in the
         Territory any trademarks which are confusingly similar to the Vendor's
         trademarks. The Purchaser agrees that it will not, during or after the
         term of this Agreement, in any way dispute or impugn the validity of
         the Vendor's Affiliate's trademarks or other intellectual property or
         the rights of the Vendor as licensor thereof.



ARTICLE 8 - RIGHTS AND OBLIGATIONS OF THE VENDOR

8.1      EXCLUSIVE RIGHT. The Vendor shall perform all of its obligations
         following acceptance of an order and shall not knowingly, directly or
         indirectly, sell or distribute the Relevant Products within the
         Territory to any other party.

8.2      DUTIES, ETC. All import and export duties and other similar taxes
         payable in respect of the sale of the Relevant Products shall be the
         responsibility of the Purchaser.



ARTICLE 9 - PACKING AND SHIPPING

9.1      PACKING. Unless otherwise agreed, Relevant Products shall be prepared
         and packed in accordance with the Vendor's customary practices.



                                       6
<PAGE>

9.2      SHIPPING. Shipment shall be effected by the means of transport
         determined jointly by the Vendor and the Purchaser; failing such
         agreement, the Vendor shall use the means of transport most recently
         used by it for the customer in question or, where there is no precedent
         for the customer in question, the Vendor shall use the means of
         transport normally used by it for such purposes.



ARTICLE 10 - DELIVERY TIME AND FORCE MAJEURE

10.1     Unless otherwise agreed upon by the parties, delivery periods commence
         on the date of acceptance of an order.

10.2     Events such as force majeure, labour problems, shortages of materials
         and other circumstances which affect the Vendor or the Vendor's
         Affiliates and which are beyond the reasonable control of the Vendor
         entitle the Vendor to extend the delivery period for a period
         corresponding to the duration of the disability, and furthermore
         entitle either the Vendor or the Purchaser to cancel an order without
         any resulting claim for damages should the delay extend beyond
         forty-five (45) days. The Vendor shall promptly notify the Purchaser of
         the occurrence of such events.



ARTICLE 11- EARLY TERMINATION

11.1     EARLY TERMINATION ON NOTICE. If the Vendor gives a notice to the
         Purchaser notifying the Purchaser of the Vendor's desire to terminate
         this Agreement and such notice expires on or before 1 July 2003, the
         Vendor shall on or before the expiry of the notice pay to the Purchaser
         a fee, calculated as follows:-

              Distribution fee payable by Vendor to Purchaser for the
              sale and purchase of groundwood specialties for the last
              12 months prior to Purchaser's receipt of such notice       x    3
              -----------------------------------------------------

                                               12

11.2     EARLY TERMINATION WITHOUT NOTICE. This Agreement shall be terminated:

         (a)      immediately, if this Agreement, or the actions of the parties
                  under this Agreement are, in the reasonable determination of a
                  party hereto as evidenced or substantiated by a legal opinion,
                  unlawful; or

         (b)      on written notice by a party to other party on a breach by the
                  other party which remains uncured within thirty (30) days
                  after the date on which written notice thereof requiring the
                  other party to cure the same shall have been received by it.

ARTICLE 12 - BREACH



                                       7
<PAGE>

12.1     BREACH. In addition to the right to terminate as set out in Section
         11.2, either party shall have the right to claim monetary damages
         (which for the purposes hereof includes, without limitation, interest
         from the date of default at the annual rate of twenty-four percent
         (24%) at any time in the event of a breach or default by the other to
         perform any of its obligations hereunder and to rectify same within
         seven (7) days in the case of monetary default and for all other
         defaults thirty (30) days following written notice (except for a
         non-monetary default which is incapable of being rectified within such
         thirty (30) day delay, provided that the party in default commences to
         rectify the default within such thirty (30) day delay and proceeds
         thereafter in a diligent and expeditious manner).



ARTICLE 13 - DISPUTES

13.1     DISPUTE RESOLUTION. Any dispute, controversy or claim (a "DISPUTE")
         arising out of or relating to this Agreement shall be resolved in
         accordance with the procedures specified in this Article 12, which
         shall be the sole and exclusive procedures for the resolution of any
         such disputes.

13.2     NEGOTIATION BETWEEN EXECUTIVES.

         (a)      The parties shall attempt in good faith to resolve any Dispute
                  arising out of or relating to this Agreement promptly by
                  negotiation between the appointed representatives of the
                  Vendor and the Purchaser who are at a higher level of
                  management than the persons with direct responsibility for
                  administration of this Agreement.

         (b)      If the matter has not been resolved by these persons within
                  thirty (30) days of the disputing party's notice, or if the
                  parties fail to meet within fifteen (15) days from the date of
                  such notice, either party may initiate arbitration as provided
                  hereinafter.

         (c)      All negotiations pursuant to this clause are on a confidential
                  and without prejudice basis and shall be treated as compromise
                  and settlement negotiations.

13.3     ARBITRATION.

         (a)      In the event of any Dispute between the parties hereto arising
                  out of or in connection with this Agreement, including any
                  question regarding its existence validity, interpretation,
                  breach or termination, such Dispute shall be finally resolved
                  by arbitration under the Rules of London Court of
                  International Arbitration ("LCIA"), which Rules are deemed to
                  be incorporated by reference into this Section 13.3.

         (b)      The seat of the arbitration shall be London, England, and the
                  language of the arbitration shall be English.



                                       8
<PAGE>

         (c)      The arbitral tribunal (the "TRIBUNAL") shall consist of three
                  (3) arbitrators one (1) to be appointed by the claimant of the
                  Dispute, one (l) to be appointed by the respondent of the
                  Dispute and the third (3rd) to be appointed by mutual
                  agreement between the first two arbitrators or, failing
                  agreement within thirty (30) days, by the then Chairman of the
                  LCIA.

         (d)      Any award of the Tribunal shall be denominated in US dollars
                  and be binding from the day it is made, and the parties hereto
                  waive any right to refer any question of law and any right of
                  appeal on the law and/or merits to any court.

         (e)      This Section 13.3 shall be governed by English law.

13.2     CONTINUED PERFORMANCE. Each party is required to continue to perform
         its obligations under this Agreement pending final resolution of any
         Dispute arising out of or relating to this Agreement.



ARTICLE 14 - MISCELLANEOUS

14.1     MODIFICATIONS. This Agreement shall not be modified, amended, cancelled
         or altered in any way except by an instrument in writing signed by all
         parties. All amendments or modifications of this Agreement shall be
         binding upon the parties despite any lack of consideration so long as
         the same shall be in writing and executed by the parties.

14.2     WAIVER. No party hereto shall have been deemed to have waived any right
         arising out of this Agreement or out of any default or breach
         hereunder, unless such waiver is evidenced by a written instrument by
         such party. No waiver of any default or breach hereunder shall be
         construed to constitute a waiver of any other default or breach
         hereunder whether similar or not. All representations and warranties
         shall survive without estoppel or waiver arising as a result of any
         investigation by either party or disclosure to any party hereunder.

14.3     SEVERABILITY. Should any term, clause or provision of this Agreement be
         judged to be invalid for any reason whatsoever, such invalidity shall
         not affect the validity or operation of any other term, clause or
         provision, and such invalid term, clause or provision shall be deemed
         to have been deleted from this Agreement.

14.4     GOVERNING LAW. This Agreement is governed by, and shall be construed in
         accordance with the laws of Singapore.

14.5     ASSIGNMENT. No party shall have the right, power or authority to assign
         this Agreement or any of its rights or obligations hereunder to any
         third party, and this Agreement may not be involuntarily assigned or
         assigned by operation of law, without the prior written consent of the
         other parties. Any such assignment without the other parties' prior
         written consent shall be null and void.

14.6     THIRD PARTY BENEFITS. This Agreement shall be binding upon, and inure
         to the benefit of, each of the parties and their respective successors
         and permitted assigns. Nothing



                                       9
<PAGE>

         contained in this Agreement, express or implied, shall be deemed to
         confer any right or remedy upon, or obligate, any person or entity
         other than the parties and their respective successors and permitted
         assigns.

14.7     NO PARTNERSHIP OR AGENCY. No party shall have the right, power or
         authority to create any obligation or duty, express or implied, on
         behalf of any other party.

14.8     NOTICE. All notices, demands, requests, consents or other
         communications hereunder shall be in writing and shall be given by
         personal delivery, by express courier, by registered mail or certified
         mail with return receipt requested, to the parties at the addresses
         shown below or to such other address as may be designated by written
         notice given by any party to the other parties. All notices, demands,
         requests, consents or other communications hereunder shall be deemed
         effective upon delivery if personally delivered, or the earlier of
         actual delivery or three days after dispatch if sent by express
         courier, or the earlier of actual delivery of five (5) days after
         dispatch if sent by registered or certified mail (or airmail for an
         overseas address).


<Table>
          <S>                       <C>
          To the Vendor:            9th Floor, 700 West Georgia Street,
                                    P.O. Box 10058 Pacific Centre,
                                    Vancouver, British Columbia,
                                    Canada V7Y IJ7
                                    Attention: Senior VP, Sales & Marketing



          To the Purchaser:         8 Shenton Way,
                                     #44-01 Temasek Tower,
                                     Singapore 068811
                                     Attention: Chief Sales Officer
</Table>


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

14.10    CAPTIONS. The Article and Section headings and captions contained
         herein are for purposes of reference and convenience only and shall not
         in any way affect the meaning or interpretation of this Agreement.

14.11    SECRECY. Each party to this Agreement hereby undertakes to keep
         absolutely confidential all information which it may obtain in
         connection with this Agreement relating to the other party to this
         Agreement that is not a matter of public record or shall not be subject
         to disclosure by virtue of law, including, by way of example,
         information relating to corporate and business organisation, financial
         structure and conditions, internal policies concerning employment and
         industrial relations in general. Without limiting the generality of the
         foregoing, the Vendor shall handle all of the Purchaser's confidential


                                       10
<PAGE>

         information, marketing and other material as business secrets and shall
         maintain such information and material in strict confidence. In
         particular, it is strictly forbidden for the Vendor to pass on any
         information relating to customers, prices, price changes, pricing
         methods, rebates, refunds, margins, costs, traded volumes and/or
         production figures or any similar information to any competitive
         supplier, including to other vendors to the Purchaser. It is understood
         that each party shall hold the other party harmless from any damages
         such other party may incur as a consequence of the first party having
         disclosed to third parties unauthorised information relating to such
         other party.

14.12    PUBLIC ANNOUNCEMENTS. Unless otherwise required by law or regulatory
         authorities, no press release or other public announcement pertaining
         to the transactions contemplated by this Agreement will be made by or
         on behalf of any party without the prior approval of the other parties.

14.13    ENTIRE AGREEMENT. This Agreement, including the Schedules and Exhibits
         hereof, is the only controlling instrument and represents the complete
         and accurate description of the intent of the parties, and constitutes
         the entire agreement between the parties relating to the subject matter
         hereof, and there are no prior representations, warranties or
         agreements relating thereto. No change in, addition to, or waiver of
         the terms and conditions hereof shall be binding on any party unless
         approved by it in writing.

         IN WITNESS WHEREOF, the parties executed this Agreement on the date
first above written.



                                        PAN ASIA PAPER CO. PTE LTD



                                         By: /s/ Jan H. Clasen
                                         Name: Jan H. Clasen
                                         Title: Senior VP & Chief Sales Officer



                                         NORSKE SKOG CANADA SALES INC.



                                         By: /s/ James E. Armitage
                                         Name: James E. Armitage
                                         Title: Senior VP, Sales & Marketing




                                       11
<PAGE>


CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF
1933, AS AMENDED, AND THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION - CONFIDENTIAL SECTION HAS BEEN MARKED WITH A STAR (*)

                                   SCHEDULE 1

(Article 3.1)

Distribution Fees

From 1 July 2001 to 31 December 2001:



PRODUCTS                                             RATE

Groundwood specialties                               *

Standard newsprint                                   *



From 1 January 2002 onwards:


<Table>
<Caption>

PRODUCTS                          TOTAL ANNUAL                RATE
                                  SALES VOLUME

<S>                              <C>                          <C>
Groundwood specialties           equal to or less               *
                                 than 20,000 mt

                                 equal to or less               *
                                 than 40,000 mt

                                 more than                      *
                                 40,000 mt

Standard newsprint               equal to or less               *
                                 than  100,000 mt


                                 equal to or less               *
                                 than 200,000 mt

                                 more than                      *
                                 200,000 mt
</Table>