<PAGE>


                            OMNIBUS PLEDGE AGREEMENT

TO:      THE  TORONTO-DOMINION  BANK in its  capacity  as  administrative  agent
         for and on  behalf of and for the benefit of the Secured Parties
         (as defined below)
         Corporate and Investment Banking
         66 Wellington Street West, 38th Floor
         Toronto-Dominion Bank Tower
         Toronto, Ontario
         M5K 1A2

         (the "PLEDGEE")

DATED for reference 14 August 2001.

         Each Pledgor refers to its Trust Deed dated for reference 9 August 2001
(together with any additional security relating thereto, each referred to herein
as a "TRUST  DEED" and  collectively  as the  "TRUST  DEEDS")  executed  by such
Pledgor in favour of The Canada Trust Company, as Trustee (the "TRUSTEE").

         Each  Pledgor  also  refers  to  the  following   debentures  (each,  a
"DEBENTURE",  collectively,  the "DEBENTURES")  which each has issued under, and
which are secured by its Trust Deed:

         (a)      a 25%  Debenture  designated as Series A No. 1 of such Pledgor
                  in   the   principal    amount   of   ONE   BILLION    DOLLARS
                  ($1,000,000,000)  in lawful  currency of Canada dated as of 14
                  August 2001, payable on demand and in fully registered form in
                  the name of the Pledgee;

         (b)      a 25%  Debenture  designated as Series A No. 2 of such Pledgor
                  in   the   principal    amount   of   ONE   BILLION    DOLLARS
                  ($1,000,000,000)  in lawful  currency of Canada dated as of 14
                  August 2001, payable on demand and in fully registered form in
                  the name of the Pledgee; and

         (c)      a 25%  Debenture  designated as Series B No. 1 of such Pledgor
                  in the  principal  amount  of  FIVE  HUNDRED  MILLION  DOLLARS
                  ($500,000,000)  in lawful  currency  of Canada  dated as of 14
                  August 2001, payable on demand and in fully registered form in
                  the name of the Pledgee.

Any reference to the  "Debentures"  herein shall be  interpreted as referring to
"the Debentures or any of them".

         Each of the Pledgors  jointly and severally  agrees with the Pledgee as
follows:

1.       In this Pledge  Agreement,  unless something in the subject matter or
context is inconsistent therewith:


                                      - 1 -
<PAGE>



         (a)      "SYNDICATED CREDIT AGREEMENT" means the credit agreement dated
                  for  reference  14 August 2001 between the Pledgors and others
                  as Restricted Parties (as defined therein,  each a "RESTRICTED
                  PARTY"),  the Lenders (as defined  therein)  from time to time
                  party  thereto  and the  Pledgee,  as  amended,  supplemented,
                  restated or replaced  from time to time.  Any reference to the
                  "Restricted  Parties" herein shall be interpreted as referring
                  to "the Restricted Parties or any of them";

         (b)      "EVENT OF DEFAULT"  means (i) the  occurrence  of an "event of
                  default"  or a  "termination  event" as  defined in any of the
                  Secured  Agreements  or (ii) the  occurrence  of any  event by
                  which the Obligations Secured (or any of them) have become due
                  and  payable  by  reason of (1) any  default  under any of the
                  Secured  Agreements or (2) any demand for payment validly made
                  by any creditor pursuant to any Secured Agreement which is not
                  met in  accordance  with the terms of the demand or within any
                  applicable grace period;

         (c)      "PLEDGORS" means any one or more of Norske Skog Canada Finance
                  Limited,  Norske Skog Canada Limited,  Norske Skog Canada Pulp
                  Operations Limited, Norske Skog Canada Pulp Sales Inc., Norske
                  Skog Canada Sales Inc., Norske Skog Paper Company, Norske Skog
                  Canada (Japan) Ltd.,  Norske Skog Pulp Sales (Japan) Ltd., Elk
                  Falls Pulp and Paper Limited,  and NSCL Holdings Inc., jointly
                  and  severally,  and "PLEDGOR"  means any one of them, and any
                  reference to the  "Pledgors"  herein shall be  interpreted  as
                  referring to "the Pledgors or any of them";

         (d)      "OBLIGATIONS  SECURED"  means,  collectively,  the obligations
                  secured by this Pledge  Agreement as described in paragraphs 2
                  and 3 below.

         (e)      "SECURED AGREEMENTS" means:

                  (i)      the Syndicated Credit Agreement; and

                  (ii)     the agreements under which the Restricted Parties, or
                           any of  them,  from  time to time owe  Other  Secured
                           Obligations  (as  defined  in the  Syndicated  Credit
                           Agreement)  including  all  amendments,  supplements,
                           restatements and replacements thereto or thereof from
                           time to time.

                  Any reference to the "Secured Agreements" herein shall include
                  any one or more of them.

         (f)      "SECURED PARTIES" means:

                  (i)      all persons from time to time being  "Lenders" or the
                           "Agent"  as those  terms  are  understood  under  the
                           Syndicated Credit Agreement; and

                  (ii)     the Lenders under the Syndicated  Credit Agreement to
                           whom the  Restricted  Parties,  or any of them,  from
                           time to time owe Other Secured Obligations.


                                     - 2 -
<PAGE>


                  Any  reference  to  the  "Secured  Parties"  herein  shall  be
                  interpreted  as referring  to "the  Secured  Parties or any of
                  them".

         Capitalized  terms  that  are  used  but not  defined  in  this  Pledge
Agreement have the meanings defined in the Syndicated Credit Agreement.

2. Each Pledgor hereby assigns,  pledges and  hypothecates  to the Pledgee,  and
grants to the  Pledgee  for and on behalf of and for the  benefit of the Secured
Parties a security interest in, its Debentures  designated as Series A No. 1 and
Series B No. 1 as general and continuing collateral security for the payment and
performance by such Pledgor of all obligations of the Pledgor to the Lenders (as
defined in the  Syndicated  Credit  Agreement)  under or in connection  with the
Syndicated Credit Agreement, including but not limited to all debts, liabilities
and obligations in any currency, present or future, direct or indirect, absolute
or  contingent,  choate or  inchoate,  matured or not,  at any time owing by the
Pledgor to the Lenders or remaining  unpaid by the Pledgor to the Lenders  under
or in connection  with the Syndicated  Credit  Agreement,  whether  arising from
dealings  between  the  Lenders  and the  Pledgor or from any other  dealings or
proceedings  by which the  Lenders  may be or become in any  manner  whatever  a
creditor  of the  Pledgor  under or in  connection  with the  Syndicated  Credit
Agreement,  and wherever incurred,  and whether incurred by the Pledgor alone or
with  another  or  others  under or in  connection  with the  Syndicated  Credit
Agreement,  and whether as  principal  or surety  (including  but not limited to
debts,  liabilities  and obligations  under or in connection  with  guarantee(s)
delivered  by the Pledgor  under or in  connection  with the  Syndicated  Credit
Agreement),  and all  interest,  commissions,  reasonable  legal and other costs
(including  reasonable  legal fees as between a solicitor  and its own  client),
charges  and  expenses  relating  thereto  or  under or in  connection  with the
Syndicated  Credit Agreement or this Pledge Agreement.  In this paragraph,  "the
Lenders" shall be interpreted as "the Lenders, or any of them."  Notwithstanding
the  foregoing  description  of the  obligations  secured  by the pledge of each
Series A No. 1 Debenture and each Series B No. 1 Debenture,  if the  Acquisition
is completed,  (i) the pledge of each Series A No. 1 Debenture shall only secure
those  obligations to the extent that they do not exceed the "Threshold  Amount"
as defined in and calculated in accordance with the Syndicated  Credit Agreement
and (ii) the pledge of each  Series B No. 1 Debenture  shall only  secure  those
obligations to the extent that they do exceed the Threshold Amount.

3. Each Pledgor hereby assigns, pledges and hypothecates to the Pledgee, and
grants to the Pledgee for and on behalf of and for the benefit of the Secured
Parties a security interest in, its Debenture designated as Series A No. 2 as
general and continuing collateral security for the payment and performance by
such Pledgor of all "Other Secured Obligations" of the Pledgor as defined in the
Syndicated Credit Agreement. (For greater certainty, the pledge of each Series A
No. 2 Debenture shall continue to secure the Other Secured Obligations
notwithstanding the termination of the Syndicated Credit Agreement for any
reason.)

4.  Notwithstanding  that the Debentures are held by the Pledgee as pledgee, the
Pledgors  acknowledge that,  subject to the provisions of this Pledge Agreement,
the Pledgee  shall have and be entitled  to exercise  all the rights,  remedies,
powers,  privileges,  security and recourses of a holder of the Debentures under
the Trust  Deeds in the same manner and to the same extent as though it were the
absolute  owner of the  Debentures,  and that the Trustee  under the Trust Deeds


                                     - 3 -
<PAGE>

shall act on the instructions and directions of the Pledgee as the holder of the
Debentures on the basis set forth in the Trust Deeds.

5.  Notwithstanding  that the  Debentures are expressed to be payable on demand,
the  Pledgee  shall be  entitled  to demand  payment of the  Debentures  and the
Debentures and the Obligations  Secured shall immediately become payable and the
security  constituted by the Trust Deeds shall  immediately  become  enforceable
only if an Event of Default occurs, is continuing and has not been waived and as
a result  payment or performance  of part or all of the  Obligations  Secured is
required or demanded.

6.  The  Pledgors  shall  pay to the  Pledgee  upon  demand  the  amount  of all
reasonable  expenses  incurred by the Pledgee or the Trustee in  recovering  any
Obligations  Secured or in  enforcing  this Pledge  Agreement or the Trust Deeds
(including reasonable legal expenses on a solicitor and his own client basis and
other  expenses)  with  interest  thereon from the date of the incurring of such
expenses   at  the  rate  of  3.0%  per  annum  above  the  prime  rate  of  The
Toronto-Dominion  Bank from time to time in  effect.  For the  purposes  of this
Pledge  Agreement,  "PRIME  RATE"  means the  interest  rate per annum  publicly
announced from time to time by The Toronto-Dominion  Bank as being its reference
rate  then in effect  for  determining  interest  rates on  commercial  loans in
Canadian dollars made by it in Canada.

7.  Notwithstanding the terms of the Debentures  relating to interest,  interest
shall not be  calculated  or payable at a rate greater than that provided for in
connection with the Obligations Secured in the Secured Agreements.

8. If the Debentures and the Obligations Secured become payable and the security
constituted by the Trust Deeds becomes  enforceable in accordance with paragraph
5 above, the Pledgee, without notice,  advertisement,  demand for payment or any
other  formality (all of which are hereby waived by the Pledgors),  (and without
limiting the  Pledgee's  right  referred to in paragraph 4 above) may retain or,
subject to paragraph 10 hereof, sell by public or private sale or otherwise deal
with the Debentures in such manner as the Pledgee thinks fit and the Pledgee may
hold the  proceeds in lieu of the  Debentures  if realized and  appropriate  the
proceeds  on account  of all or any of the  Obligations  Secured as the  Pledgee
thinks fit.

9. The security  constituted by this Pledge Agreement shall not be considered as
satisfied or discharged by any intermediate  payment of the whole or part of the
Obligations  Secured but shall  constitute  and be a  continuing  security for a
current or running  account and shall be in addition to and not in  substitution
for any other security now or hereafter held to secure the Obligations  Secured.
The remedies of the Pledgee under this Pledge  Agreement  may be exercised  from
time to time  separately  or in  combination  and are in  addition to and not in
substitution  for any other rights of the Pledgee however  created.  The Pledgee
may grant extensions of time or other indulgences,  take and give up securities,
accept  compositions  from and grant releases and discharges to the Pledgors and
otherwise  deal  with  the  Pledgors  and with the  other  parties,  guarantors,
sureties or  securities  held by the Trustee or the Pledgee as security  for the
Obligations  Secured,  all as the  Trustee or the  Pledgee  may see fit  without
prejudices to the rights of the Pledgee hereunder.


                                     - 4 -
<PAGE>


10.  The  Pledgee  acknowledges  that the  Debentures  have  been  executed  and
delivered  subject to this Pledge  Agreement and as collateral  security for the
Obligations Secured and, accordingly, agrees that, in any realization proceeding
in respect of the Debentures or the Trust Deeds, the Pledgee shall not claim and
the Pledgors shall not be liable to pay the Pledgee or any subsequent  holder of
the Debentures any greater amount than the  Obligations  Secured and the Pledgee
shall only be entitled to sell,  assign,  transfer  or  otherwise  deal with the
Debentures  subject to and  together  with this  Pledge  Agreement  and upon any
assignee or  transferee  acknowledging  and agreeing in writing that it shall be
bound by the provisions of this Pledge Agreement as Pledgee.

11. This Pledge  Agreement shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada  applicable in such Province
and shall be treated in all respects as a British Columbia contract. The parties
hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the
Province of British Columbia and all courts competent to hear appeals therefrom.

12. This Pledge  Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and, with respect to the Pledgee,
its assigns.  The Pledgee may only assign its interest in this Pledge  Agreement
in  accordance  with its right to assign its interest in the  Syndicated  Credit
Agreement  and upon the  assignee  agreeing in writing that it shall be bound by
the  provisions  of this Pledge  Agreement as Pledgee.  None of the Pledgors may
assign any benefit or obligation under this Pledge Agreement.

13. This Pledge Agreement may be executed in any number of counterparts, each of
which when  executed and delivered  shall be deemed to be an original,  and such
counterparts  together  shall  constitute  one and the same  agreement.  For the
purposes of this  paragraph,  the  delivery  of a facsimile  copy of an executed
counterpart of this Pledge  Agreement  shall be deemed to be valid execution and
delivery of this Pledge Agreement,  but each Pledgor delivering a facsimile copy
shall deliver the original executed counterpart of this Pledge Agreement as soon
as possible after delivering the facsimile copy.

14. This Pledge Agreement may be referred to as being dated 14 August 2001 or as
of 14 August 2001, notwithstanding the actual date of execution.

         IN WITNESS  WHEREOF the corporate  seal of each of the Pledgors  (other
than Norske Skog Canada  (Japan) Ltd. and Norske Skog Pulp Sales  (Japan)  Ltd.)
has been affixed in the presence of, and this Pledge Agreement has been executed
by, its duly authorized  officer(s) or  director(s),  executing in such capacity
and not in their personal capacity, as of the date first set forth above.

NORSKE SKOG CANADA FINANCE LIMITED

                                                     c/s

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Secretary


                                     - 5 -
<PAGE>


    NORSKE SKOG CANADA LIMITED

                                                     c/s


By: /s/ P. Staiger
    ---------------------------------
    PETER STAIGER,
    Treasurer Controller

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance

NORSKE SKOG CANADA PULP OPERATIONS LIMITED

                                                     c/s

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance

NORSKE SKOG CANADA PULP SALES INC.

                                                     c/s

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance

NORSKE SKOG CANADA SALES INC.

                                                     c/s

By:  /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance

NORSKE SKOG PAPER COMPANY

                                                     c/s

By:  /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance


                                     - 6 -
<PAGE>


NORSKE SKOG CANADA (JAPAN) LTD.



By: /s/ J. Armitage
    ---------------------------------
    JAMES E. ARMITAGE,
    Director

NORSKE SKOG PULP SALES (JAPAN) LTD.



By: /s/ P. Simkin
    ---------------------------------
    PAUL D. SIMKIN,
    Director

ELK FALLS PULP AND PAPER LIMITED

                                                     c/s

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    President

NSCL HOLDINGS INC.

                                                     c/s

By: /s/ R. Leverton
    ---------------------------------
    RALPH LEVERTON,
    Vice-President, Finance



Acknowledged and agreed to as of the date first set forth above.

THE TORONTO-DOMINION BANK,
as Agent



By: /s/ F. Scott
    ---------------------------------
    Name: Frazer Scott
    Title: Vice President


                                     - 7 -
<PAGE>



By:
    ---------------------------------
    Name:
    Title:


                                     - 8 -

<PAGE>


                            OMNIBUS PLEDGE AGREEMENT

TO:      THE  TORONTO-DOMINION  BANK in its  capacity  as  administrative  agent
         for and on  behalf of and for the benefit of the Secured Parties
         (as defined below)
         Corporate and Investment Banking
         66 Wellington Street West, 38th Floor
         Toronto-Dominion Bank Tower
         Toronto, Ontario
         M5K 1A2

         (the "PLEDGEE")

DATED for reference 1 September 2001.

         Each Pledgor  refers to its Trust Deed dated for  reference 1 September
2001 (together with any additional  security relating thereto,  each referred to
herein as a "TRUST DEED" and collectively as the "TRUST DEEDS") executed by such
Pledgor in favour of The Canada Trust Company, as Trustee (the "TRUSTEE").

         Each  Pledgor  also  refers  to  the  following   debentures  (each,  a
"DEBENTURE",  collectively,  the "DEBENTURES")  which each has issued under, and
which are secured by its Trust Deed:

         (a)      a 25%  Debenture  designated as Series A No. 1 of such Pledgor
                  in   the   principal    amount   of   ONE   BILLION    DOLLARS
                  ($1,000,000,000)  in lawful  currency of Canada  dated as of 1
                  September 2001, payable on demand and in fully registered form
                  in the name of the Pledgee;

         (b)      a 25%  Debenture  designated as Series A No. 2 of such Pledgor
                  in   the   principal    amount   of   ONE   BILLION    DOLLARS
                  ($1,000,000,000)  in lawful  currency of Canada  dated as of 1
                  September 2001, payable on demand and in fully registered form
                  in the name of the Pledgee; and

         (c)      a 25%  Debenture  designated as Series B No. 1 of such Pledgor
                  in the  principal  amount  of  FIVE  HUNDRED  MILLION  DOLLARS
                  ($500,000,000)  in lawful  currency  of  Canada  dated as of 1
                  September 2001, payable on demand and in fully registered form
                  in the name of the Pledgee.

Any reference to the  "Debentures"  herein shall be  interpreted as referring to
"the Debentures or any of them".

         Each of the Pledgors  jointly and severally  agrees with the Pledgee as
follows:

1. In this Pledge  Agreement,  unless something in the subject matter or context
is inconsistent therewith:


                                     - 1 -
<PAGE>


         (a)      "SYNDICATED CREDIT AGREEMENT" means the credit agreement dated
                  for  reference  14 August  2001  between  Norske  Skog  Canada
                  Finance  Limited and others as Restricted  Parties (as defined
                  therein,  each a "RESTRICTED  PARTY"), the Lenders (as defined
                  therein) from time to time party  thereto and the Pledgee,  as
                  amended, supplemented, restated or replaced from time to time,
                  including  as   supplemented   by  the  Supplement  to  Credit
                  Agreement  dated 1 September  2001 between the Pledgee and the
                  Pledgors whereby the Pledgors became Restricted  Parties.  Any
                  reference  to  the   "Restricted   Parties"  herein  shall  be
                  interpreted as referring to "the Restricted  Parties or any of
                  them";

         (b)      "EVENT OF DEFAULT"  means (i) the  occurrence  of an "event of
                  default"  or a  "termination  event" as  defined in any of the
                  Secured  Agreements  or (ii) the  occurrence  of any  event by
                  which the Obligations Secured (or any of them) have become due
                  and  payable  by  reason of (1) any  default  under any of the
                  Secured  Agreements or (2) any demand for payment validly made
                  by any creditor pursuant to any Secured Agreement which is not
                  met in  accordance  with the terms of the demand or within any
                  applicable grace period;

         (c)      "PLEDGORS"  means  any one or more of  Pacifica  Papers  Sales
                  Ltd.,  Pacifica  Papers  Sales  Inc.,  Pacifica  Papers  K.K.,
                  Pacifica  Papers U.S. Inc.,  Pacifica  Poplars Ltd.,  Pacifica
                  Poplars Inc.,  and Pacifica  Papers Co.  Limited  Partnership,
                  jointly and  severally,  and "PLEDGOR"  means any one of them,
                  and  any   reference  to  the   "Pledgors"   herein  shall  be
                  interpreted as referring to "the Pledgors or any of them";

         (d)      "OBLIGATIONS  SECURED"  means,  collectively,  the obligations
                  secured by this Pledge  Agreement as described in paragraphs 2
                  and 3 below.

         (e)      "SECURED AGREEMENTS" means:

                  (i)      the Syndicated Credit Agreement; and

                  (ii)     the agreements under which the Restricted Parties, or
                           any of  them,  from  time to time owe  Other  Secured
                           Obligations  (as  defined  in the  Syndicated  Credit
                           Agreement)  including  all  amendments,  supplements,
                           restatements and replacements thereto or thereof from
                           time to time.

                  Any reference to the "Secured Agreements" herein shall include
                  any one or more of them.

         (f)      "SECURED PARTIES" means:

                  (i)      all persons from time to time being  "Lenders" or the
                           "Agent"  as those  terms  are  understood  under  the
                           Syndicated Credit Agreement; and


                                     - 2 -
<PAGE>



                  (ii)     the Lenders under the Syndicated  Credit Agreement to
                           whom the  Restricted  Parties,  or any of them,  from
                           time to time owe Other Secured Obligations.

                  Any  reference  to  the  "Secured  Parties"  herein  shall  be
                  interpreted  as referring  to "the  Secured  Parties or any of
                  them".

         Capitalized  terms  that  are  used  but not  defined  in  this  Pledge
Agreement have the meanings defined in the Syndicated Credit Agreement.

2. Each Pledgor hereby assigns,  pledges and  hypothecates  to the Pledgee,  and
grants to the  Pledgee  for and on behalf of and for the  benefit of the Secured
Parties a security interest in, its Debentures  designated as Series A No. 1 and
Series B No. 1 as general and continuing collateral security for the payment and
performance by such Pledgor of all obligations of the Pledgor to the Lenders (as
defined in the  Syndicated  Credit  Agreement)  under or in connection  with the
Syndicated Credit Agreement, including but not limited to all debts, liabilities
and obligations in any currency, present or future, direct or indirect, absolute
or  contingent,  choate or  inchoate,  matured or not,  at any time owing by the
Pledgor to the Lenders or remaining  unpaid by the Pledgor to the Lenders  under
or in connection  with the Syndicated  Credit  Agreement,  whether  arising from
dealings  between  the  Lenders  and the  Pledgor or from any other  dealings or
proceedings  by which the  Lenders  may be or become in any  manner  whatever  a
creditor  of the  Pledgor  under or in  connection  with the  Syndicated  Credit
Agreement,  and wherever incurred,  and whether incurred by the Pledgor alone or
with  another  or  others  under or in  connection  with the  Syndicated  Credit
Agreement,  and whether as  principal  or surety  (including  but not limited to
debts,  liabilities  and obligations  under or in connection  with  guarantee(s)
delivered  by the Pledgor  under or in  connection  with the  Syndicated  Credit
Agreement),  and all  interest,  commissions,  reasonable  legal and other costs
(including  reasonable  legal fees as between a solicitor  and its own  client),
charges  and  expenses  relating  thereto  or  under or in  connection  with the
Syndicated  Credit Agreement or this Pledge Agreement.  In this paragraph,  "the
Lenders" shall be interpreted as "the Lenders, or any of them."  Notwithstanding
the  foregoing  description  of the  obligations  secured  by the pledge of each
Series A No. 1 Debenture and each Series B No. 1 Debenture,  if the  Acquisition
is completed,  (i) the pledge of each Series A No. 1 Debenture shall only secure
those  obligations to the extent that they do not exceed the "Threshold  Amount"
as defined in and calculated in accordance with the Syndicated  Credit Agreement
and (ii) the pledge of each  Series B No. 1 Debenture  shall only  secure  those
obligations to the extent that they do exceed the Threshold Amount.

3. Each Pledgor hereby assigns,  pledges and  hypothecates  to the Pledgee,  and
grants to the  Pledgee  for and on behalf of and for the  benefit of the Secured
Parties a security  interest in, its  Debenture  designated as Series A No. 2 as
general and continuing  collateral  security for the payment and  performance by
such Pledgor of all "Other Secured Obligations" of the Pledgor as defined in the
Syndicated Credit Agreement. (For greater certainty, the pledge of each Series A
No.  2  Debenture  shall  continue  to  secure  the  Other  Secured  Obligations
notwithstanding  the  termination  of the  Syndicated  Credit  Agreement for any
reason.)


                                     - 3 -
<PAGE>


4.  Notwithstanding  that the Debentures are held by the Pledgee as pledgee, the
Pledgors  acknowledge that,  subject to the provisions of this Pledge Agreement,
the Pledgee  shall have and be entitled  to exercise  all the rights,  remedies,
powers,  privileges,  security and recourses of a holder of the Debentures under
the Trust  Deeds in the same manner and to the same extent as though it were the
absolute  owner of the  Debentures,  and that the Trustee  under the Trust Deeds
shall act on the instructions and directions of the Pledgee as the holder of the
Debentures on the basis set forth in the Trust Deeds.

5.  Notwithstanding  that the  Debentures are expressed to be payable on demand,
the  Pledgee  shall be  entitled  to demand  payment of the  Debentures  and the
Debentures and the Obligations  Secured shall immediately become payable and the
security  constituted by the Trust Deeds shall  immediately  become  enforceable
only if an Event of Default occurs, is continuing and has not been waived and as
a result  payment or performance  of part or all of the  Obligations  Secured is
required or demanded.

6.  The  Pledgors  shall  pay to the  Pledgee  upon  demand  the  amount  of all
reasonable  expenses  incurred by the Pledgee or the Trustee in  recovering  any
Obligations  Secured or in  enforcing  this Pledge  Agreement or the Trust Deeds
(including reasonable legal expenses on a solicitor and his own client basis and
other  expenses)  with  interest  thereon from the date of the incurring of such
expenses   at  the  rate  of  3.0%  per  annum  above  the  prime  rate  of  The
Toronto-Dominion  Bank from time to time in  effect.  For the  purposes  of this
Pledge  Agreement,  "PRIME  RATE"  means the  interest  rate per annum  publicly
announced from time to time by The Toronto-Dominion  Bank as being its reference
rate  then in effect  for  determining  interest  rates on  commercial  loans in
Canadian dollars made by it in Canada.

7.  Notwithstanding the terms of the Debentures  relating to interest,  interest
shall not be  calculated  or payable at a rate greater than that provided for in
connection with the Obligations Secured in the Secured Agreements.

8. If the Debentures and the Obligations Secured become payable and the security
constituted by the Trust Deeds becomes  enforceable in accordance with paragraph
5 above, the Pledgee, without notice,  advertisement,  demand for payment or any
other  formality (all of which are hereby waived by the Pledgors),  (and without
limiting the  Pledgee's  right  referred to in paragraph 4 above) may retain or,
subject to paragraph 10 hereof, sell by public or private sale or otherwise deal
with the Debentures in such manner as the Pledgee thinks fit and the Pledgee may
hold the  proceeds in lieu of the  Debentures  if realized and  appropriate  the
proceeds  on account  of all or any of the  Obligations  Secured as the  Pledgee
thinks fit.

9. The security  constituted by this Pledge Agreement shall not be considered as
satisfied or discharged by any intermediate  payment of the whole or part of the
Obligations  Secured but shall  constitute  and be a  continuing  security for a
current or running  account and shall be in addition to and not in  substitution
for any other security now or hereafter held to secure the Obligations  Secured.
The remedies of the Pledgee under this Pledge  Agreement  may be exercised  from
time to time  separately  or in  combination  and are in  addition to and not in
substitution  for any other rights of the Pledgee however  created.  The Pledgee
may grant extensions of time or other indulgences,  take and give up securities,
accept  compositions  from and grant releases and


                                     - 4 -
<PAGE>


discharges  to the  Pledgors and  otherwise  deal with the Pledgors and with the
other  parties,  guarantors,  sureties or securities  held by the Trustee or the
Pledgee as  security  for the  Obligations  Secured,  all as the  Trustee or the
Pledgee may see fit without prejudices to the rights of the Pledgee hereunder.

10.  The  Pledgee  acknowledges  that the  Debentures  have  been  executed  and
delivered  subject to this Pledge  Agreement and as collateral  security for the
Obligations Secured and, accordingly, agrees that, in any realization proceeding
in respect of the Debentures or the Trust Deeds, the Pledgee shall not claim and
the Pledgors shall not be liable to pay the Pledgee or any subsequent  holder of
the Debentures any greater amount than the  Obligations  Secured and the Pledgee
shall only be entitled to sell,  assign,  transfer  or  otherwise  deal with the
Debentures  subject to and  together  with this  Pledge  Agreement  and upon any
assignee or  transferee  acknowledging  and agreeing in writing that it shall be
bound by the provisions of this Pledge Agreement as Pledgee.

11. This Pledge  Agreement shall be construed in accordance with the laws of the
Province of British Columbia and the laws of Canada  applicable in such Province
and shall be treated in all respects as a British Columbia contract. The parties
hereto irrevocably submit to the non-exclusive jurisdiction of the courts of the
Province of British Columbia and all courts competent to hear appeals therefrom.

12. This Pledge  Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and, with respect to the Pledgee,
its assigns.  The Pledgee may only assign its interest in this Pledge  Agreement
in  accordance  with its right to assign its interest in the  Syndicated  Credit
Agreement  and upon the  assignee  agreeing in writing that it shall be bound by
the  provisions  of this Pledge  Agreement as Pledgee.  None of the Pledgors may
assign any benefit or obligation under this Pledge Agreement.

13. This Pledge Agreement may be executed in any number of counterparts, each of
which when  executed and delivered  shall be deemed to be an original,  and such
counterparts  together  shall  constitute  one and the same  agreement.  For the
purposes of this  paragraph,  the  delivery  of a facsimile  copy of an executed
counterpart of this Pledge  Agreement  shall be deemed to be valid execution and
delivery of this Pledge Agreement,  but each Pledgor delivering a facsimile copy
shall deliver the original executed counterpart of this Pledge Agreement as soon
as possible after delivering the facsimile copy.

14. This Pledge  Agreement may be referred to as being dated 1 September 2001 or
as of 1 September 2001, notwithstanding the actual date of execution.

         IN WITNESS  WHEREOF the corporate  seal of each of the Pledgors  (other
than  Pacifica  Papers K.K.  and Norske Skog Canada  Limited in its  capacity as
general partner of Pacifica Papers Co. Limited  Partnership) has been affixed in
the  presence  of, and this  Pledge  Agreement  has been  executed  by, its duly
authorized  officer(s)  or  director(s),  executing in such  capacity and not in
their personal capacity, as of the date first set forth above.


                                     - 5 -
<PAGE>


PACIFICA PAPERS SALES LTD.

                                        c/s

By: /s/ R. Leverton
    ----------------------------------------
    RALPH LEVERTON,
    Vice-President, Finance, Chief Financial
    Officer and Secretary



                                     - 6 -
<PAGE>



PACIFICA PAPERS SALES INC.

                                        c/s

By: /s/ R. Leverton
    ----------------------------------------
    RALPH LEVERTON,
    Secretary

PACIFICA PAPERS K.K.



By: /s/ P. Staiger
    ----------------------------------------
    PETER M. STAIGER,
    Director

PACIFICA PAPERS U.S. INC.

                                        c/s

By: /s/ R. Leverton
    ----------------------------------------
    RALPH LEVERTON,
    Secretary

PACIFICA POPLARS LTD.

                                        c/s

By: /s/ R. Leverton
    ----------------------------------------
    RALPH LEVERTON,
    Vice-President, Finance, Chief Financial
    Officer and Secretary

PACIFICA POPLARS INC.

                                        c/s

By: /s/ R. Leverton
    ----------------------------------------
    RALPH LEVERTON,
    Secretary


                                     - 7 -
<PAGE>


PACIFICA PAPERS CO. LIMITED PARTNERSHIP
By its General Partner:

         NORSKE SKOG CANADA LIMITED



         By: /s/ R. Leverton
             ----------------------------------------
             RALPH LEVERTON,
             Vice-President, Finance, Chief Financial
             Officer and Secretary

         By: /s/ P. Staiger
             ----------------------------------------
             PETER M. STAIGER,
             Treasurer



Acknowledged and agreed to as of the date first set forth above.

THE TORONTO-DOMINION BANK,
as Agent



By: /s/ F. Scott
    ---------------------------------
    Name: Frazer Scott
    Title: Vice President


By:
    ---------------------------------
    Name:
    Title:


                                     - 8 -