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                                                                    Exhibit 10.5

                             EMPLOYMENT AGREEMENT
                             --------------------


AGREEMENT by and between Crown Vantage Inc., a Virginia corporation (the
"Company") and Evan C. Davis (the "Executive"), dated as of the 1st day of
September, 1999.

1.   Effective Date.  The "Effective Date" of this Agreement shall be September
     --------------
     1, 1999.

2.   Employment Period.  The Company hereby agrees to continue the Executive in
     -----------------
     its employ, and the Executive hereby agrees to remain in the employ of the
     Company, subject to the terms and conditions of this Agreement, for the
     period commencing on the Effective Date and ending on December 31, 2001
     (the "Employment Period"). Should the Executive remain employed by the
     Company following the expiration of the Employment Period, it shall not be
     according to, or governed by, the terms of this Agreement in any respect.
     Unless the Executive's employment is pursuant to another Agreement, the
     Executive shall be employed "at will," according to terms and conditions,
     and with compensation and benefits, as are offered by the Company and
     accepted by the Executive.

3.   Terms of Employment.
     -------------------

     (a)  Position and Duties. During the Employment Period, the Executive shall
          -------------------
          be employed as Senior Vice President, Administration and General
          Counsel of the Company and shall have such duties, responsibilities
          and authority as shall be consistent therewith.

          During the Employment Period, and excluding any periods of vacation
          and sick leave to which the Executive is entitled, the Executive
          agrees to devote reasonable attention and time during normal business
          hours to the business and affairs of the Company and, to the extent
          necessary to discharge the responsibilities assigned to the Executive
          hereunder, to use the Executive's reasonable best efforts to perform
          faithfully and efficiently such responsibilities. During the
          Employment Period it shall not be a violation of this Agreement for
          the Executive to (A) serve on corporate, civic or charitable boards or
          committees, (B) deliver lectures, fulfill speaking engagements or
          teach at educational institutions and (C) manage personal investments,
          so long as such activities do not significantly interfere with the
          performance of the Executive's responsibilities as an employee of the
          Company in accordance with this Agreement. It is expressly understood
          and agreed that to the extent that any such activities have been
          conducted by the Executive prior to the Effective Date, the continued
          conduct of such activities (or the conduct of activities similar in
          nature and scope thereto) subsequent to the Effective Date shall not
          thereafter be deemed to interfere with the performance of the
          Executive's responsibilities to the Company.

     (b)  Compensation.
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          (i)    Base Salary.  The Executive shall receive an annual base salary
                 -----------
                 ("Annual Base Salary") of $200,000 during the Employment
                 Period. The Annual Base Salary shall be paid in equal monthly
                 installments or more frequently. During the Employment Period,
                 the Annual Base Salary shall be reviewed at least every 12
                 months. Any increase in Annual Base Salary shall not serve to
                 limit or reduce any other obligation to the Executive under
                 this Agreement. Annual Base Salary shall not be reduced after
                 any such increase and the term Annual Base Salary as utilized
                 in this Agreement shall refer to Annual Base Salary as so
                 increased.

          (ii)   Annual Bonus.  In addition to Annual Base Salary, the Executive
                 ------------
                 shall be awarded, for each fiscal year ending during the
                 Employment Period, an annual bonus (the "Annual Bonus")
                 pursuant to the Company's annual incentive plans, pro rated in
                 the case of a bonus for any year during which the Executive was
                 employed for less than 12 months. Each such Annual Bonus shall
                 be paid no later than the end of the third month of the fiscal
                 year next following the fiscal year for which the Annual Bonus
                 is awarded, unless the Executive shall elect to defer the
                 receipt of such Annual Bonus.

          (iii)  Incentive, Savings and Retirement Plans.  During the Employment
                 ---------------------------------------
                 Period, the Executive shall be entitled to participate in all
                 incentive, savings and retirement plans, practices, policies
                 and programs applicable generally to other peer executives of
                 the Company and its affiliated companies. As used in this
                 Agreement, the term "affiliated companies" shall include any
                 company controlled by, controlling or under common control with
                 the Company.

          (iv)   Welfare Benefit Plans.  During the Employment Period, the
                 ---------------------
                 Executive and/or the Executive's dependents, as the case may
                 be, shall be eligible for participation in and shall receive
                 all benefits under welfare benefit plans, practices, policies
                 and programs provided by the Company and its affiliated
                 companies (including, without limitation, medical,
                 prescription, dental, disability, employee life, group life,
                 accidental death and travel accident insurance plans and
                 programs) to the extent applicable generally to other peer
                 executives of the Company and its affiliated companies, but in
                 no event shall such plans, practices, policies and programs
                 provide the Executive with benefits which are less favorable,
                 in the aggregate, than the most favorable of such plans,
                 practices, policies and programs in effect for the Executive at
                 any time during the 120-day period immediately preceding the
                 Effective Date or, if more favorable to the Executive, those
                 provided generally at any time after the Effective Date to
                 other peer executives of the Company and its affiliated
                 companies.

          (v)    Expenses.  During the Employment Period, the Executive shall be
                 --------
                 entitled to receive prompt reimbursement for all reasonable
                 business expenses incurred by the Executive.

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          (vi)   Fringe Benefits.  During the Employment Period, the Executive
                 ---------------
                 shall be entitled to fringe benefits at the discretion of the
                 Company, including, without limitation, tax and financial
                 planning services, payment of club dues, and an automobile of
                 his or her choice and payment of related expenses.

          (vii)  Vacation.  During the Employment Period, the Executive shall be
                 --------
                 entitled to 5 weeks of paid vacation per year.

4.   Termination of Employment.
     -------------------------

     (a)  Death or Disability.  The Executive's employment shall terminate
          -------------------
          automatically upon the Executive's death during the Employment Period.
          If the Company determines in good faith that the Disability of the
          Executive has occurred during the Employment Period (pursuant to the
          definition of Disability set forth below), it may give to the
          Executive written notice in accordance with Section 11(b) of this
          Agreement of its intention to terminate the Executive's employment. In
          such event, the Executive's employment with the Company shall
          terminate effective on the 30th day after receipt of such notice by
          the Executive (the "Disability Effective Date"), provided that, within
          the 30 days after such receipt, the Executive shall not have returned
          to full-time performance of the Executive's duties. For purposes of
          this Agreement, "Disability" shall mean the absence of the Executive
          from the Executive's duties with the Company on a full-time basis for
          180 consecutive business days as a result of incapacity due to mental
          or physical illness which is determined to be total and permanent by a
          physician selected by the Company or its insurers and acceptable to
          the Executive or the Executive's legal representative.

     (b)  Cause.  The Company may terminate the Executive's employment during
          -----
          the Employment Period for Cause. For purposes of this Agreement,
          "Cause" shall mean:

          (i)    the continued failure of the Executive to perform the
                 Executive's duties with the Company or one of its affiliates
                 (other than any such failure resulting from incapacity due to
                 physical or mental illness) to the satisfaction of the
                 President and CEO, after a written notification is delivered to
                 the Executive which identifies the manner in which the
                 Executive has not performed to the satisfaction of the
                 President and CEO; or

          (ii)   the engaging by the Executive in illegal conduct or gross
                 misconduct which is injurious to the Company; or

          (iii)  failure to obey the lawful direction of the President and CEO,
                 not cured within five days following written notice from the
                 President and CEO; or

          (iv)   any act(s) that has a substantial and adverse effect on the
                 Company's business or reputation.

     (c)  Notice of Termination.  Any termination by the Company for Cause shall
          ---------------------
          be communicated by a Notice of Termination to the other party hereto
          given in accordance with Section 11(b) of this Agreement. For purposes
          of this Agreement, a

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          "Notice of Termination" means a written notice which (i) indicates the
          specific termination provision in this Agreement relied upon, (ii) to
          the extent applicable, sets forth in reasonable detail the facts and
          circumstances claimed to provide a basis for termination of the
          Executive's employment under the provision so indicated and (iii) if
          the Date of Termination (as defined below) is other than the date of
          receipt of such notice, specifies the termination date (which date
          shall be not more than thirty days after the giving of such notice).
          The failure by the Company to set forth in the Notice of Termination
          any fact or circumstance which contributes to a showing of Cause shall
          not waive any right of the Company hereunder or preclude the Company
          from asserting such fact or circumstance in enforcing the Company's
          rights or defending against any claim of the Executive hereunder.

     (e)  Date of Termination.  "Date of Termination" means (i) if the
          -------------------
          Executive's employment is terminated by the Company for Cause, the
          date of receipt of the Notice of Termination or any later date
          specified therein, as the case may be, (ii) if the Executive's
          employment is terminated by the Company other than for Cause or
          Disability, the Date of Termination shall be the date on which the
          Company notifies the Executive of such termination, and (iii) if the
          Executive's employment is terminated by reason of death or Disability,
          the Date of Termination shall be the date of death of the Executive or
          the Disability Effective Date, as the case may be.

5.   Obligations of the Company upon Termination.
     -------------------------------------------

     (a)  Termination Other Than for Cause, Death or Disability if Employee
          -----------------------------------------------------------------
          Agrees to Cancellation of Change of Control Agreement.  If, during the
          -----------------------------------------------------
          Employment Period, the Company shall terminate the Executive's
          employment other than for Cause or death or Disability, and, subject
          to (i) the execution by the Executive of the Release attached as
          Exhibit A hereto, and (ii) the automatic cancellation of any right the
          Executive might otherwise have under the Change of Control Agreement
          previously entered into between the Executive and the Company, a copy
          of which is attached as Exhibit B, the Executive shall be entitled to
          all of the following:

          (i)  the Company shall pay to the Executive in a lump sum in cash
               within 15 calendar days after the Date of Termination the
               aggregate of the following amounts:

               A.   the sum of (1) the Executive's Annual Base Salary through
                    the Date of Termination to the extent not theretofore paid,
                    (2) the product of (x) the higher of (I) the Minimum Bonus
                    and (II) the Annual Bonus paid or payable, including any
                    bonus or portion thereof, which has been earned but deferred
                    (and annualized for any fiscal year consisting of less than
                    twelve full months or during which the Executive was
                    employed for less than twelve full months), for the most
                    recently completed fiscal year during the Employment Period,
                    if any (such higher amount being referred to as the "Highest
                    Annual Bonus") and (y) a fraction, the numerator of which is
                    the number of days in the current fiscal year through the
                    Date of Termination, and the denominator of which is 365,
                    and (3) any

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                      compensation previously deferred by the Executive
                      (together with any accrued interest or earnings thereon)
                      and any accrued vacation pay, in each case to the extent
                      not theretofore paid (the sum of the amounts described in
                      clauses (1), (2), and (3) shall be hereinafter referred to
                      as the "Accrued Obligations"); and

                 B.   an amount equal to the product of (1) two and (2) the
                      highest amount actually paid to the Executive in cash
                      compensation (that is, Annual Base Salary plus bonus(es)
                      actually paid) in any one of the previous three calendar
                      years; and

                 C.   an amount equal to the excess of (a) the actuarial
                      equivalent of the benefit (utilizing actuarial assumptions
                      no less favorable to the Executive than those in effect
                      under the Company's qualified defined benefit retirement
                      plan (the "Retirement Plan") and immediately prior to the
                      Effective Date under the Retirement Plan, and any excess
                      or supplemental retirement plan in which the Executive
                      participates (together, the "SERP") which the Executive
                      would receive if the Executive's employment continued for
                      two years after the Date of Termination assuming for this
                      purpose that all accrued benefits are fully vested, and,
                      assuming that the Executive's compensation in each of the
                      two years is that required by Section 3(b)(i) and Section
                      3(b)(ii), over (b) the actuarial equivalent of the
                      Executive's actual benefit (paid or payable), if any,
                      under the Retirement Plan and the SERP as of the Date of
                      Termination;

          (ii)   all stock options, restricted stock and other stock-based
                 compensation shall become immediately exercisable or vested, as
                 the case may be, and stock options shall be exercisable for two
                 years thereafter;

          (iii)  for the Continuation Period (as defined below), the Company
                 shall continue to pay the premium for benefits to the Executive
                 and/or the Executive's dependents equal to those which would
                 have been provided to them in accordance with the plans,
                 programs, practices and policies described in Section 3(b)(iv)
                 of this Agreement if the Executive's employment had not been
                 terminated or, if more favorable to the Executive, as in effect
                 generally at any time thereafter with respect to other peer
                 executives of the Company and its affiliated companies and
                 their families, provided, however, that if the Executive
                 becomes reemployed with another employer and is eligible to
                 receive medical or other welfare benefits under another
                 employer-provided plan, the medical and other welfare benefits
                 described herein shall be secondary to those provided under
                 such other plan during such applicable period of eligibility,
                 and provided further that the Executive and the Executive's
                 dependents otherwise are and remain eligible for coverage under
                 the federal law COBRA. The Continuation Period shall be two
                 years. For purposes of determining eligibility (but not the
                 time of commencement of benefits) of the Executive for retiree
                 benefits pursuant to such plans, practices, programs and
                 policies, the Executive shall be

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                 considered to have remained employed until two years after the
                 Date of Termination and to have retired on the last day of such
                 period;

          (iv)   the Company shall, at its sole expense as incurred, provide the
                 Executive with reasonable outplacement services the scope and
                 provider of which shall be selected by the Executive in his
                 sole discretion; and

          (v)    to the extent not theretofore paid or provided, the Company
                 shall timely pay or provide to the Executive any other amounts
                 or benefits, other than (x) severance benefits and (y) any
                 benefits or payments under the Change of Control Agreement
                 (Exhibit B), all rights to which the Executive shall have
                 relinquished as partial consideration for the payments and
                 benefits under this Section 5(a), that are required to be paid
                 or provided or which the Executive is eligible to receive under
                 any plan, program, policy or practice or contract or agreement
                 of the Company and its affiliated companies (such other amounts
                 and benefits shall be hereinafter referred to as the "Other
                 Benefits").

     (b)  Termination Other than for Cause, Death or Disability if the Executive
          ----------------------------------------------------------------------
          Does Not Agree to Cancellation of Change of Control Agreement.  If,
          --------------------------------------------------------------
          during the Employment Period, the Company shall terminate the
          Executive's employment other than for Cause, death or Disability, and
          the Executive elects to maintain in effect the Change of Control
          Agreement previously entered into between the Executive and the
          Company, a copy of which is attached as Exhibit B, this Agreement
          shall terminate without further obligations on the part of the Company
          to the Executive other than obligation to pay to the Executive (x) his
          or her Annual Base Salary through the Date of Termination, (y) the
          amount of any compensation previously deferred by the Executive, and
          (z) Other Benefits, in each case to the extent theretofore unpaid.

     (c)  Death.  If the Executive's employment is terminated by reason of the
          -----
          Executive's death during the Employment Period, this Agreement shall
          terminate without further obligations to the Executive's legal
          representatives under this Agreement, other than for payment of
          Accrued Obligations, the Severance Amount (as defined below) and the
          timely payment or provision of Other Benefits. The "Severance Amount"
          equals the sum of (x) one times the Annual Base Salary, and (y) one
          times the Target Bonus, and (z) the pro rata share of the annual bonus
          plan for the year in which death occurred. Accrued Obligations shall
          be paid to the Executive's estate or beneficiary, as applicable, in a
          lump sum in cash within 30 calendar days of the Date of Termination.
          With respect to the provision of Other Benefits after the Effective
          Date, the term Other Benefits as utilized in this Section 5(c) shall
          include, without limitation, and the Executive's estate and/or
          beneficiaries shall be entitled to receive, benefits at least equal to
          the most favorable benefits provided by the Company and affiliated
          companies to the estates and beneficiaries of peer executives of the
          Company and such affiliated companies under such plans, programs,
          practices and policies relating to death benefits, if any, as in
          effect with respect to other peer executives and their beneficiaries
          at any time during the 120-day period immediately preceding the
          Effective Date or, if more favorable to the Executive's estate and/or
          the Executive's beneficiaries, as in effect on the date of the
          Executive's death with respect

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          to other peer executives of the Company and its affiliated companies
          and their beneficiaries.

   (d)    Disability.  If the Executive's employment is terminated by reason of
          ----------
          the Executive's Disability during the Employment Period, this
          Agreement shall terminate without further obligations to the
          Executive, other than for payment of Accrued Obligations, the
          Severance Amount and the timely payment or provision of Other
          Benefits. Accrued Obligations shall be paid to the Executive in a lump
          sum in cash within 30 calendar days of the Date of Termination. With
          respect to the provision of Other Benefits after the Effective Date,
          the term Other Benefits as utilized in this Section 5(d) shall
          include, and the Executive shall be entitled after the Disability
          Effective Date to receive, disability and other benefits at least
          equal to the most favorable of those generally provided by the Company
          and its affiliated companies to disabled executives and/or their
          families in accordance with such plans, programs, practices and
          policies relating to disability, if any, as in effect generally with
          respect to other peer executives and their families at any time during
          the 120-day period immediately preceding the Effective Date or, if
          more favorable to the Executive and/or the Executive's family, as in
          effect at any time thereafter generally with respect to other peer
          executives of the Company and its affiliated companies and their
          families.

     (e)  Termination for Cause or by Resignation of Employee.  If the
          ---------------------------------------------------
          Executive's employment shall be terminated for Cause during the
          Employment Period, this Agreement shall terminate without further
          obligations to the Executive other than the obligation to pay to the
          Executive (x) his or her Annual Base Salary through the Date of
          Termination, (y) the amount of any compensation previously deferred by
          the Executive, and (z) Other Benefits, in each case to the extent
          theretofore unpaid. If the Executive breaches this Agreement by
          voluntarily terminating employment during the Employment Period, this
          Agreement shall terminate without further obligations to the
          Executive, other than for Accrued Obligations and the timely payment
          or provision of Other Benefits, and the Company shall have any and all
          legal and equitable rights for breach of contract that it may have
          under applicable law. In such case, all Accrued Obligations shall be
          paid to the Executive in a lump sum in cash within 30 days of the Date
          of Termination. Upon a termination of the Executive's employment for
          Cause or by the Executive by resignation, the Executive shall forfeit
          all stock options and restricted stock that are not vested on the Date
          of Termination.

6.   Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
     -------------------------
     the Executive's continuing or future participation in any plan, program,
     policy or practice provided by the Company or any of its affiliated
     companies and for which the Executive may qualify, nor shall anything
     herein limit or otherwise affect such rights as the Executive may have
     under any contract or agreement with the Company or any of its affiliated
     companies. Amounts which are vested benefits or which the Executive is
     otherwise entitled to receive under any plan, policy, practice or program
     of or any contract or agreement with the Company or any of its affiliated
     companies at or subsequent to the Date of Termination shall be payable in
     accordance with such plan, policy, practice or program or contract or
     agreement except as explicitly modified by this Agreement.

                                       7
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7.   Full Settlement. The Company's obligation to make the payments provided for
     ---------------
     in this Agreement and otherwise to perform its obligations hereunder shall
     not be affected by any set-off, counterclaim, recoupment, defense or other
     claim, right or action which the Company may have against the Executive or
     others. In no event shall the Executive be obligated to seek other
     employment or take any other action by way of mitigation of the amounts
     payable to the Executive under any of the provisions of this Agreement and
     such amounts shall not be reduced whether or not the Executive obtains
     other employment. The Company agrees to pay as incurred, to the full extent
     permitted by law, all legal fees and expenses which the Executive may
     reasonably incur as a result of any contest (regardless of the outcome
     thereof) by the Company, the Executive or others of the validity or
     enforceability of, or liability under, any provision of this Agreement or
     any guarantee of performance thereof (including as a result of any contest
     by the Executive about the amount of any payment pursuant to this
     Agreement), plus in each case interest on any delayed payment at the
     applicable Federal rate provided for in Section 7872(f)(2)(A) of the
     Internal Revenue Code of 1986, as amended (the "Code").

8.   Certain Additional Payments by the Company.
     ------------------------------------------

     (a)  Anything in this Agreement to the contrary notwithstanding, in the
          event it shall be determined that any payment or distribution by the
          Company to or for the benefit of the Executive (whether paid or
          payable or distributed or distributable pursuant to the terms of this
          Agreement or otherwise, but determined without regard to any
          additional payments required under this Section 8 (a "Payment") would
          be subject to the excise tax imposed by Section 4999 of the Code or
          any interest or penalties are incurred by the Executive with respect
          to such excise tax (such excise tax, together with any such interest
          and penalties, are hereinafter collectively referred to as the "Excise
          Tax"), then the Executive shall be entitled to receive an additional
          payment (a "Gross-Up Payment") in an amount such that after payment by
          the Executive of all taxes (including any interest or penalties
          imposed with respect to such taxes), including, without limitation,
          any income taxes (and any interest and penalties imposed with respect
          thereto) and Excise Tax imposed upon the Gross-Up Payment, the
          Executive retains an amount of the Gross-Up Payment equal to the
          Excise Tax imposed upon the Payments. Notwithstanding the foregoing
          provisions of this Section 8(a), if it shall be determined that the
          Executive is entitled to a Gross-Up Payment, but that the Executive,
          after taking into account the Payments and the Gross-Up Payment, would
          not receive a net after-tax benefit of at least $25,000 (taking into
          account both income taxes and any Excise Tax) as compared to the net
          after-tax proceeds to the Executive resulting from an elimination of
          the Gross-Up Payment and a reduction of the Payments, in the
          aggregate, to an amount (the "Reduced Amount") such that the receipt
          of Payments would not give rise to any Excise Tax, then no Gross-Up
          Payment shall be made to the Executive and the Payments, in the
          aggregate, shall be reduced to the Reduced Amount.

     (b)  Subject to the provisions of Section 8(c), all determinations required
          to be made under this Section 8, including whether and when a Gross-Up
          Payment is required and the amount of such Gross-Up Payment and the
          assumptions to be utilized in arriving at such determination, shall be
          made by Ernst & Young, L.L.P., or such other

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          certified public accounting firm as may be designated by the Executive
          (the "Accounting Firm"), which shall provide detailed supporting
          calculations both to the Company and the Executive within 15 business
          days of the receipt of notice from the Executive that there has been a
          Payment, or such earlier time as is requested by the Company. In the
          event that the Accounting Firm is serving as accountant or auditor for
          the individual, entity or group effecting the Change of Control, the
          Executive shall appoint another nationally recognized accounting firm
          to make the determinations required hereunder (which accounting firm
          shall then be referred to as the Accounting Firm hereunder). All fees
          and expenses of the Accounting Firm shall be borne solely by the
          Company. Any Gross-Up Payment, as determined pursuant to this Section
          8, shall be paid by the Company to the Executive within five days of
          the receipt of the Accounting Firm's determination. Any determination
          by the Accounting Firm shall be binding upon the Company and the
          Executive. As a result of the uncertainty in the application of
          Section 4999 of the Code at the time of the initial determination by
          the Accounting Firm hereunder, it is possible that Gross-Up Payments
          which will not have been made by the Company should have been made
          ("Underpayment"), consistent with the calculations required to be made
          hereunder. In the event that the Company exhausts its remedies
          pursuant to Section 8(c) and the Executive thereafter is required to
          make a payment of any Excise Tax, the Accounting Firm shall determine
          the amount of the Underpayment that has occurred and any such
          Underpayment shall be promptly paid by the Company to or for the
          benefit of the Executive.

     (c)  The Executive shall notify the Company in writing of any claim by the
          Internal Revenue Service that, if successful, would require the
          payment by the Company of the Gross-Up Payment. Such notification
          shall be given as soon as practicable but no later than ten business
          days after the Executive is informed in writing of such claim and
          shall apprise the Company of the nature of such claim and the date on
          which such claim is requested to be paid. The Executive shall not pay
          such claim prior to the expiration of the 30-day period following the
          date on which it gives such notice to the Company (or such shorter
          period ending on the date that any payment of taxes with respect to
          such claim is due). If the Company notifies the Executive in writing
          prior to the expiration of such period that it desires to contest such
          claim, the Executive shall:

          (i)    give the Company any information reasonably requested by the
                 Company relating to such claim;

          (ii)   take such action in connection with contesting such claim as
                 the Company shall reasonably request in writing from time to
                 time, including, without limitation, accepting legal
                 representation with respect to such claim by an attorney
                 reasonably selected by the Company;

          (iii)  cooperate with the Company in good faith in order effectively
                 to contest such claim; and

          (iv)   permit the Company to participate in any proceedings relating
                 to such claim;

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<PAGE>

          provided, however, that the Company shall bear and pay directly all
          costs and expenses (including additional interest and penalties)
          incurred in connection with such contest and shall indemnify and hold
          the Executive harmless, on an after-tax basis, for any Excise Tax or
          income tax (including interest and penalties with respect thereto)
          imposed as a result of such representation and payment of costs and
          expenses. Without limitation on the foregoing provisions of this
          Section 8(c), the Company shall control all proceedings taken in
          connection with such contest and, at its sole option, may pursue or
          forgo any and all administrative appeals, proceedings, hearings and
          conferences with the taxing authority in respect of such claim and
          may, at its sole option, either direct the Executive to pay the tax
          claimed and sue for a refund or contest the claim in any permissible
          manner, and the Executive agrees to prosecute such contest to a
          determination before any administrative tribunal, in a court of
          initial jurisdiction and in one or more appellate courts, as the
          Company shall determine; provided, however, that if the Company
          directs the Executive to pay such claim and sue for a refund, the
          Company shall advance the amount of such payment to the Executive, on
          an interest-free basis and shall indemnify and hold the Executive
          harmless, on an after-tax basis, from any Excise Tax or income tax
          (including interest or penalties with respect thereto) imposed with
          respect to such advance or with respect to any imputed income with
          respect to such advance; and further provided that any extension of
          the statute of limitations relating to payment of taxes for the
          taxable year of the Executive with respect to which such contested
          amount is claimed to be due is limited solely to such contested
          amount. Furthermore, the Company's control of the contest shall be
          limited to issues with respect to which a Gross-Up Payment would be
          payable hereunder and the Executive shall be entitled to settle or
          contest, as the case may be, any other issue raised by the Internal
          Revenue Service or any other taxing authority.

     (d)  If, after the receipt by the Executive of an amount advanced by the
          Company pursuant to Section 8(a) or 8(c), the Executive becomes
          entitled to receive any refund with respect to such claim, the
          Executive shall (subject to the Company's complying with the
          requirements of Section 8(c)) promptly pay to the Company the amount
          of such refund (together with any interest paid or credited thereon
          after taxes applicable thereto). If, after the receipt by the
          Executive of an amount advanced by the Company pursuant to Section
          8(c), a determination is made that the Executive shall not be entitled
          to any refund with respect to such claim and the Company does not
          notify the Executive in writing of its intent to contest such denial
          of refund prior to the expiration of 30 days after such determination,
          then such advance shall be forgiven and shall not be required to be
          repaid and the amount of such advance shall offset, to the extent
          thereof, the amount of Gross-Up Payment required to be paid.

9.   Confidential Information.  The Executive shall hold in a fiduciary capacity
     ------------------------
     for the benefit of the Company all secret or confidential information,
     knowledge or data relating to the Company or any of its affiliated
     companies, and their respective businesses, which shall have been obtained
     by the Executive during the Executive's employment by the Company or any of
     its affiliated companies and which shall not be or become public knowledge
     (other than by acts by the Executive or representatives of the Executive in
     violation of this Agreement). After termination of the Executive's
     employment with the Company, the

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<PAGE>

     Executive shall not, without the prior written consent of the Company or as
     may otherwise be required by law or legal process, communicate or divulge
     any such information, knowledge or data to anyone other than the Company
     and those designated by it. In no event shall an asserted violation of the
     provisions of this Section 9 constitute a basis for deferring or
     withholding any amounts otherwise payable to the Executive under this
     Agreement.

10.  Successors.
     ----------

     (a)  This Agreement is personal to the Executive and without the prior
          written consent of the Company shall not be assignable by the
          Executive otherwise than by will or the laws of descent and
          distribution. This Agreement shall inure to the benefit of and be
          enforceable by the Executive's legal representatives.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          Company and its successors and assigns.

     (c)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation or otherwise) to all or substantially
          all of the business and/or assets of the Company to assume expressly
          and agree to perform this Agreement in the same manner and to the same
          extent that the Company would be required to perform it if no such
          succession had taken place. As used in this Agreement, "Company" shall
          mean the Company as hereinbefore defined and any successor to its
          business and/or assets as aforesaid which assumes and agrees to
          perform this Agreement by operation of law, or otherwise.

11.  Miscellaneous.
     -------------

     (a)  This Agreement shall be governed by and construed in accordance with
          the laws of the State of California, without reference to principles
          of conflict of laws. The captions of this Agreement are not part of
          the provisions hereof and shall have no force or effect. This
          Agreement may not be amended or modified otherwise than by a written
          agreement executed by the parties hereto or their respective
          successors and legal representatives.

     (b)  All notices and other communications hereunder shall be in writing and
          shall be given by hand delivery to the other party or by registered or
          certified mail, return receipt requested, postage prepaid, addressed
          as follows:

               If to the Executive:
               -------------------


               If to the Company:
               -----------------

                    Crown Vantage Inc.

                    Cincinnati, Ohio

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<PAGE>

                   Attention:  Robert A. Olah, President and CEO

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee.

     (c)  The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement.

     (d)  The Company may withhold from any amounts payable under this Agreement
          such Federal, state, local or foreign taxes as shall be required to be
          withheld pursuant to any applicable law or regulation.

     (e)  The Executive's or the Company's failure to insist upon strict
          compliance with any provision of this Agreement or the failure to
          assert any right the Executive or the Company may have hereunder shall
          not be deemed to be a waiver of such provision or right or any other
          provision or right of this Agreement.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


CROWN VANTAGE INC.


By ___________________________________       Date   8/25/99
   Robert A. Olah, President and CEO



"The Executive"


By ___________________________________       Date   8/25/99
   Evan C. Davis

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