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                                                                   Exhibit 10.22

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         Note: The information designated by a bracketed asterisk [*] has been
omitted pursuant to a request for confidential treatment and has been filed
separately with the Securities and Exchange Commission.

                           BASESTOCK SUPPLY AGREEMENT

       This agreement is entered into June 27, 2001 between APPLETON PAPERS
       INC., a Delaware Corporation with business offices at 825 E. Wisconsin
       Avenue, P.O. Box 359, Appleton, WI 54912-0359 ("Buyer") and APPLETON
       COATED LLC, a Delaware limited liability company with offices at 540
       Prospect Street, Combined Locks, WI 54113 ("Seller").

         1.   VOLUME: Buyer shall be obligated to purchase from Seller, and
              ------
              Seller shall be obligated to sell to Buyer, not less than 67,500
              tons (2,000 lbs/ton) in 2002 and 27,000 tons in 2003.

              Buyer has the ability to purchase up to 10% additional volume per
              calendar quarter from Seller, given a 3-month notice to Seller.
              Seller will provide any additional tonnage at the same terms as
              stated in this agreement.

              Additionally, Buyer agrees to purchase product (on or before March
              31 of the Agreement year in question), per section 7 below,
              required to bring the consignment inventory down to a maximum of
              6,750 tons in 2002 and 2,700 tons in 2003. Any reduction in
              consignment inventory below these levels is included in Buyer's
              annual purchase commitment.

              Buyer will purchase the obligatory volume utilizing a level load
              order pattern of equal monthly volumes unless mutually agreed to
              by Buyer and Seller otherwise.

         2.   VOLUME PER PAPER MACHINE: Buyer and Seller agree that the products
              -------------------------
              shall be produced only on paper machines on which they are
              currently qualified (per current specifications), unless mutually
              agreed upon by both Buyer and Seller. Buyer and Seller agree that
              grades currently on PM6 can be developed to be produced on PM7 at
              Seller's expense related to Seller's costs and Buyer's costs
              associated with this development (See May 8, 2001, Process Change
              and Development Costs memo attached as Schedule 6), in order to
              provide additional flexibility for Seller.

         3.   GRADE MIX: Buyer and Seller agree that Buyer will provide the
              ----------
              estimated Agreement year grade mix by October 1, of the prior
              year. For production planning purposes, Buyer will publish, once
              per month, a three (3) month rolling forecast to indicate
              approximate grade mix by paper machine. All grades

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         represented in Schedule 2 are considered qualified grades for purposes
         of meeting the minimum and maximum volume requirements under this
         Agreement.

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         4.   PAYMENT TERMS: Terms are 2% discount within 3 Days via Electronic
              --------------
              Fund Transfer to Seller's Financial Institution (if capable), or
              if not capable, 1% discount within 20 days from date of invoice,
              net 30 days. Except as provided in Section 7 hereof, title
              transfers at time of shipment if direct, or at time of release
              from consignment inventory.

         5.   FREIGHT: Prices as stated in Schedule 2, are on a delivered basis
              --------
              and include freight as described below:

                    1.  Seller will pay freight cost to deliver basestock to the
                        Buyer's Facility, in the Fox Valley, or designated
                        warehouse/distribution center in the Fox Valley area as
                        designated at time of shipment from the Seller's
                        facility.

                    2.  Buyer will provide partial transportation service, as
                        available, to Seller utilizing Buyer's trucking fleet.
                        Seller will provide a freight allowance of $2.35 per ton
                        to Buyer, for all loads transferred by Buyer, to Buyer's
                        Facility or designated warehouse / distribution center
                        in the Fox Valley area. Title and Risk of loss will
                        transfer at time of shipment if direct, or if under
                        consignment at time of release from consignment.
                        Notification to Buyer of load availability, will be via
                        email or other mutually agreed process, from Seller to
                        Buyer. Buyer's trailers will be made available for
                        staging at Seller's mill. Loads not picked up on time (2
                        hour window from the time of load availability
                        notification) will be sent "best way".

         6.   TERM AND EXTENSION: Except as otherwise provided in this
              -------------------
              Agreement, this Agreement is effective as of December 30, 2001 and
              extends for two years until December 29, 2003. After the initial
              term and by mutual agreement by both Buyer and Seller, this
              agreement may be extended for additional succeeding one (1) year
              terms. For any additional term, volume, grade mix, and pricing
              requirements will be established and agreed to in writing by both
              Buyer and Seller, no later than October 1 of the preceding year.

         7.   SERVICE: Seller agrees to maintain a consignment inventory of
              --------
              product. Seller will maintain as Seller's inventory a maximum of
              6,750 tons in 2002 and 2,700 tons in 2003. Buyer/Seller agree,
              that as a result of year to year volume changes, the consignment
              inventory maximum will be either increased or decreased in volume
              by March 31, of the Agreement year. The purchased volume
              commitment made by Buyer is in addition to the change related to
              maintaining consignment inventory. Reduction of the consignment
              inventory below the maximum is included in the annual volume
              commitment and not in addition to it. Seller agrees to utilize
              Buyer's leased warehouse space on Radio Road or other mutually
              agreed upon site. Seller also agrees to be responsible for the
              monthly

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              warehouse rent for the space utilized to manage this consignment
              inventory process at a cost not to exceed Buyer's leased space
              rate. Product within this inventory will be purchased by and title
              transferred to Buyer, either when used, or, if not used, upon
              reaching 90 days in the consignment inventory.

         8.   ORDER MINIMUMS: Buyer and Seller agree to 24 hour minimum run
              ---------------
              sizes for those products listed in Table I, in the attached
              Schedule 1. Buyer and Seller agree to 12-hour minimum run sizes
              for those products listed in Table II, in the attached Schedule 1.
              These minimums are applicable on orders placed by Buyer, but
              Seller can over/under produce by 5% of the ordered quantity. Any
              additional over production will be carried in Seller's inventory
              and will not be included in the consignment inventory, unless
              mutually agreed upon by Buyer.

         9.   TRIM: Trim cost adjustments will be completed annually. A trim
              -----
              penalty/ credit will apply if the average trim width for a given
              grade on a given paper machine is less than (penalty) or greater
              than (credit) the prior year. The trim cost penalty/credit will
              apply to all tons for the affected grade(s). Seller will notify in
              writing to Buyer, the prior year average trims by March 1, of the
              Agreement year. Seller will send quarterly year-to-date trim
              updates by grade and paper machine to Buyer. Seller will notify in
              writing to Buyer, the Agreement year actual average trims and
              associated penalty or credit to Buyer by January 31, of the
              subsequent year. Buyer/Seller agree to review and make
              penalty/credit payment to Seller/Buyer by March 1, of the
              subsequent year. The trim penalty/credit will be calculated by
              grade and by paper machine using the following formula:

              $/ton/inch Trim Penalty/Credit =
              (1 / Agreement yr. ave. trim) X $/lb. PM Burden rate) + ((1-$/lb.
              Winder yield) X (1/Agreement yr. ave. trim) X ($/lb. Scrap + $/lb.
              Material)) X 2000 lb./ton

              Trim Penalty / Credit = ((Prior yr. ave. trim - Agreement yr. ave,
              trim) X $/ton/inch penalty/credit X (Agreement yr. tons / 2000))

              Disagreements will be submitted to an independent auditor, the
              cost of which will be mutually shared.

         10.  PRICING: Pricing is per the agreed Schedule 2 attachment. All
              --------
              prices are delivered and firm for 2002. For 2003, prices will be
              subject to adjustment as follows, based upon the Resource
              Information System, Inc. (RISI) average transaction price for
              Northern Bleached Softwood Kraft Pulp (NBSK) delivered to the
              United States as published in the RISI World Pulp Monthly Report:

              A. INCREASE: If the RISI average transaction price for Northern
                 Bleached Softwood Kraft Pulp (NBSK) delivered to the United
                 States as published in the RISI World Pulp Monthly Report,
                 exceeds $630 per metric tonne for the most recent previous
                 calendar quarter, then the price of basestock set forth in
                 Schedule 2 for the ensuing quarter will be adjusted upwards by
                 50% of the

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                 difference between the previous calendar quarter average RISI
                 NBSK price per tonne and $630.

                 .  Example: Quarter 4 2002 average RISI NBSK price equals $600,
                    then there is no price increase, as this is below $630.
                 .  Example: Quarter 1 2003 average RISI price equals
                    $660/tonne, then there will be a $15/tonne ($13.64/ton)
                    price increase on all tonnes purchased in the second quarter
                    of 2003. If Quarter 2 2003 average RISI price were to then
                    rise to $670/tonne, then there would be an additional
                    $5/tonne price increase on all tonnes purchased in the third
                    quarter of 2003 ($20/tonne total price increase as compared
                    to Schedule 2 pricing).

              B. DECREASE: If the RISI average transaction price for Northern
                 Bleached Softwood Kraft Pulp (NBSK) delivered to the United
                 States as published in the RISI World Pulp Monthly Report is
                 less than $570 per metric tonne for the most recent previous
                 calendar quarter, then the price of basestock set forth in
                 Schedule 2 for the ensuing quarter will be decreased by 50% of
                 the difference between $570 and the RISI average transaction
                 price for the previous calendar quarter.

                 .  Example: The average price of NBSK for Q1 2003 is $540. A
                    price reduction applied to basestock purchases in the second
                    quarter would be equal to $15 per tonne ($13.64 per ton). If
                    the average price of NBSK for Q2 2003 were to fall to $530,
                    there would be an additional $5/tonne price decrease for the
                    third quarter ($20/tonne total price increase as compared to
                    Schedule 2 pricing).

              C. NO CHANGE: If the average transaction price for NBSK is between
                 $630 and $570, there is no change to the selling price of
                 basestock for that ensuing quarter.

              Price adjustments will be made quarterly for the period December
              30, 2002 through December 29, 2003.

              Notwithstanding the price adjustment formula described above,
              under no circumstances shall 2003 prices result in an increase or
              decrease of 2002 prices of more than [*]% as set forth in Schedule
              3.

              Because the RISI data for the previous quarter may not be
              available at the beginning of the respective quarter of price
              adjustment, retroactive adjustment to amounts invoiced or paid
              during the adjustment period until the data is available will be
              made.

         11.  CONTINUOUS COST REDUCTION (CCR): Buyer and Seller mutually agree
              --------------------------------
              that continuous cost reduction is important. Buyer and Seller
              agree to enter into a trial program as described below, for a
              6-month period, (July1, 2001 through December 31, 2001), wherein
              data will be gathered and understood with no actual penalties or
              bonuses incurred. Following the 6 months of this

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              trial/monitoring period, Buyer and Seller will mutually agree to
              targets and parameters of a CCR (continuous cost reduction)
              program to be put in place for the duration of the agreement. A
              key cost factor for Buyer, which is subject, in part, to product
              quality, is coater runnability as measured by web breaks per one
              hundred rolls run. Buyer records and maintains Seller Related
              Coater Web Breaks per Hundred (BPH) historical and current records
              by grade and coater. An increase or decrease in the BPH, directly
              relates to financial losses or gains by the Buyer. As a means to
              emphasize the need for the Seller and Buyer to jointly focus on
              the reduction of lost time and profitability to the Buyer, a CCR
              gain/loss-sharing program is described in the attached Schedule 4.
              The CCR shall be used only on grades with basis weights below 40#
              that are listed in Table 1 of Schedule 1. For each successive year
              the BPH targets are adjusted to provide year on year improvements
              and are based on the average vendor BPH for all suppliers of that
              basis weight range. CCR penalties and/or bonuses to Seller would
              be calculated annually by Buyer per Schedule 4 Tables and a
              written notification of penalty / bonus amount will be provided to
              Seller by January 31, of the subsequent year. Buyer/Seller would
              agree to make bonus/penalty payment to Seller/Buyer by March 1, of
              the subsequent year.

         12.  QUALITY: All products shall meet or exceed the quality
              --------
              specifications as described in Buyer's basestock/CF specification,
              including the basestock finishing specifications in effect on the
              date first above written, as set forth in Schedule 7. Buyer will
              continue to have the sole option to reject any product that does
              not meet the agreed specifications in any material respect. Seller
              will remove any products that fail to conform to the
              specifications (rejected products), at Seller's own expense,
              within 14 days of receiving notice of the alleged problem and a
              description, in reasonable detail, of Buyer's efforts to rectify
              same. Seller will work with Buyer to promptly replace rejected
              products, or if such products cannot be replaced promptly, Seller
              shall provide a fair credit allowance for any nonconforming
              product. Any and all major process changes contemplated by Seller
              must be communicated in writing and discussed with Buyer prior to
              implementation of the process change. All trial expenses related
              to Seller initiated process changes will be borne by Seller. All
              rejection costs related to Seller initiated process changes will
              be borne by Seller.

         13.  INTERFACES: Issues related to Pricing, Agreement Terms, and
              -----------
              Overall Service Issues will be coordinated by Buyer's - HQ
              Procurement Specialist (currently Ed Hammond) and Seller's
              Logistics Director (currently Dan Regal). Issues related to Volume
              Projections, Order Entry, and Inventory Control Levels will be
              coordinated by Buyer's HQ MP&L Mgr(s). (currently Jim
              Splittgerber/Jodie Altobelli) and Seller's Logistics Director
              (currently Dan Regal). Quality conformance and rejection process,
              including Supplier Report Card Process will be handled by the
              Buyer's Plant Quality Dept. (currently Bill Werner) and the
              Seller's Director of Papermaking Operations (currently Mike Rask)
              and Seller's Technical Process Engineer (currently Paul Trelc).
              The Supplier Report

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          Card process will continue and all parties will work effectively to
          continuously improve Seller's Quality and Service performance.

     14.  PRODUCT DEVELOPMENT: If a qualified grade requires modifications or a
          -------------------
          new grade is required by Buyer to replace an existing grade under this
          Agreement, Buyer will provide written product specifications and cost
          expectations to Seller. Agreement on specifications and costs will be
          mutually agreed to in writing prior to approval of the trial request
          and manufacturing effort. For modifications to the finished product
          specifications initiated by Seller, all requests will be made in
          writing to Buyer. Approval is at Buyer's sole discretion and will be
          given in writing. Seller will be given first priority to develop any
          new products, which will potentially replace or obsolete any products,
          which it currently manufactures. Seller will need to meet or exceed
          competitive supplier offers for improved technology, which results in
          a product design change, if presented in writing by Buyer to Seller.
          Seller will have 30 days to respond to this request, in writing and
          meet these competitive offers. If Seller wishes to meet the
          competitive technology, Seller will have 90 days, after the written
          response, in order to run trials and verify Seller's ability to meet
          these requirements. During these 90 days, Buyer has the right to
          purchase from competitors the improved technology product. If after
          the 90 days, Seller is unable to meet the competitor's improved
          technology; Seller will release this grade from the agreement and its
          associated remaining volume commitment. If after the 90 days, Seller
          is able to meet the competitor's improved technology, Buyer shall
          remain obligated for its remaining volume commitment (reduced
          accordingly for purchases from competitor during prior 90 days).

     15.  ASSIGNABILITY: This Agreement shall not be assigned by either party
          -------------
          without the prior written consent of the other except that either
          party may assign its rights and obligations hereunder to a successor
          or affiliated corporation or to another party purchasing essentially
          all of the business or assets of said party to which this Agreement
          relates.

          If during the term of this Agreement, either party is purchased in its
          entirety by another party, the purchasing party must agree to maintain
          this Agreement until completion of the current Agreement term.

     16.  CONFIDENTIALITY: Both parties agree to abide by the attached
          ---------------
          Confidentiality Agreement in Schedule 5.

     17.  EXECUTION: Both the Buyer and Seller cause this Agreement in its
          ---------
          entirety, including Schedules 1 through 7, to be executed in duplicate
          by their respective authorized representatives effective as of the
          day, month, and year first herein written.

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     18.  WARRANTIES AND REMEDIES: Seller warrants that Products delivered
          -----------------------
          hereunder will, in all material respects, conform to the quality
          specifications set forth in Section 12 of the Agreement, and that it
          shall deliver good and clear title to the Products.

          EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE FOREGOING SHALL BE
          SELLER'S SOLE WARRANTY WITH RESPECT TO THE PRODUCTS SUPPLIED
          HEREUNDER. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER,
          EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
          FITNESS FOR ANY PARTICULAR PURPOSE.

          SELLER'S SOLE LIABILITY AND BUYER'S SOLE REMEDY FOR NONCONFORMING
          PRODUCT, WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, BREACH OF
          CONTRACT, OR ANY OTHER THEORY OF RECOVERY, SHALL BE LIMITED TO THE
          REMEDIES PROVIDED IN SECTION 12 OF THE AGREEMENT. SELLER SHALL NOT, IN
          ANY CASE, BE LIABLE FOR (i) SPECIAL, INDIRECT, OR CONSEQUENTIAL
          DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS OR LOST BUSINESS
          OPPORTUNITIES, DOWNTIME OR CLAIMS BY BUYER'S CUSTOMERS OR (ii) DAMAGES
          FOR BODILY INJURY OR PROPERTY DAMAGE. ANY REPRESENTATIONS OR
          WARRANTIES MADE BY ANY PERSON, INCLUDING EMPLOYEES OR REPRESENTATIVES
          OF SELLER, WHICH ARE INCONSISTENT HEREWITH, SHALL NOT BE BINDING UPON
          SELLER.

     19.  MUTUAL INDEMNIFICATION: Except as otherwise provided in this
          ----------------------
          Agreement, each party shall indemnify, defend and hold the other party
          harmless from any and all actions, suits, claims, judgments,
          penalties, damages, losses or other expenses (including reasonable
          attorneys' fees and other professionals' fees) to the extent arising
          from or relating to the negligence or willful misconduct of, or breach
          of this Agreement by, the indemnifying party.

          In the event of any claim for indemnification under this Agreement,
          the party seeking indemnification (the "Claimant") shall promptly give
          notice to the other party (the "Indemnifying Party") of its claim for
          indemnification. In no event, however, shall any failure by the
          Claimant to give such prompt notice relieve the Indemnifying Party of
          its indemnification obligations unless the Indemnifying Party is
          materially prejudiced by such failure.

          The Indemnifying Party will have the right at any time, by notice to
          the Claimant, to assume control of the defense of any third-party
          claim with counsel of its choice, which counsel must be reasonably
          acceptable to the Claimant. If the Indemnifying Party assumes control
          of, and diligently proceeds with, the defense of any third-party
          claim, the Claimant shall: (i) reasonably cooperate with the
          Indemnifying Party; (ii) have the right to participate in the defense
          at its own

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          expense; (iii) not admit any liability with respect to, or settle,
          compromise or discharge, the third-party claim without the
          Indemnifying Party's prior written consent; and (iv) agree to any
          settlement, compromise or discharge of the third-party claim which the
          Indemnifying Party may recommend and which releases the Claimant
          completely from such claim.

          If the Indemnifying Party does not assume control of, or diligently
          proceed with, the defense of the third-party claim, the Indemnifying
          Party shall be bound by the results obtained by the Claimant with
          respect to the claim.

     20.  DELAYED PERFORMANCE: Neither party shall be liable for a failure to
          -------------------
          perform under this Agreement for any cause beyond such party's
          reasonable control, which may include acts of God, acts of a public
          enemy, acts of Governments of any state or political subdivision or
          any department or regulatory agency thereof or entity created thereby,
          quotas, embargoes, acts of any person engaged in subversive activity
          or sabotage, fires, floods, explosions, or other catastrophes,
          epidemics, or quarantine restrictions, strikes or other labor
          stoppages, slowdowns or disputes. Each party shall: (a) promptly
          notify the other of any such event or threatened event; and (b) use
          due diligence and all reasonable efforts to cure any such cause
          preventing or threatening to prevent its performance and to resume
          performance.

     21.  DEFAULT: In the event either party should be in default in the
          -------
          performance of any of its material duties or obligations under this
          Agreement, the other party may give notice to the defaulting party
          specifying the term or condition which is alleged as the basis of the
          default. If the defaulting Party does not proceed with due diligence
          to cure the default or does not correct or cure the noticed default
          within twenty (20) days after such notice, then this Agreement may be
          terminated by the non-defaulting party by giving written notice of
          termination to the defaulting party; said termination to be without
          prejudice to any rights or remedies, legal, equitable, or otherwise,
          available to the terminating party including such rights and remedies
          as shall from time-to-time be afforded by the Uniform Commercial Code.

          Any provision of this Agreement to the contrary notwithstanding, if,
          at any time during the term of this Agreement, Seller or Buyer is
          adjudicated bankrupt; or a petition for voluntary or involuntary
          bankruptcy is filed by or against Seller or Buyer; or Seller or Buyer
          shall petition for relief from its creditors under the Bankruptcy Act,
          or similar act, as from time to time amended; or Seller or Buyer shall
          make a general assignment for the benefit of creditors or consent to
          the appointment of a receiver for a substantial part of its property;
          or if an order or decree is entered by any court of competent
          jurisdiction appointing a receiver for Seller or Buyer or for a
          substantial part of their property either with or without their
          consent, and such receiver is not removed or discharged within sixty
          (60) days from the date of said appointment; or if in any judicial
          proceeding a substantial part of the property of Seller or Buyer shall
          be attached or seized under

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          any legal process and shall not be released or discharged therefrom by
          the furnishing of security or otherwise within sixty (60) days
          thereafter, then, upon the occurrence of any such events applicable to
          Buyer, Seller may, at its option, declare Buyer to be in breach
          hereof, terminate this Agreement, refuse to make any further
          deliveries hereunder and declare the obligations of Buyer for all
          Product theretofore furnished immediately due and payable; and upon
          the occurrence of any such events applicable to Seller, Buyer may, at
          its option, declare Seller to be in breach hereof, terminate this
          Agreement, refuse to make any further purchases hereunder and
          terminate all of Buyer's obligations to Seller. The exercise of the
          rights provided in this Section 21 shall be without prejudice to any
          legal rights or remedies otherwise available to the terminating party.

     22.  NOTICES: Notice required or given under the terms of this Agreement
          -------
          shall be deemed to have been duly given and received upon personal
          delivery or three days following its deposit in the United States
          mail, first class postage prepaid and duly addressed as follows:

          To Seller:                            To Buyer:
          Appleton Coated LLC                   Appleton Papers Inc
          Attn: Chief Financial Officer         Attn: Vice President Procurement
          540 Prospect Street                   825 E. Wisconsin Avenue
          Combined Locks, WI 54113              P.O. Box 359
                                                Appleton, WI  54912-0359
          FAX: 920-687-3475                     FAX: 920-991-7256

          Provided, however, that in the case of mailing that a copy of such
          notice shall, on the date of mailing, also be sent by facsimile
          transmission to the facsimile number, if any, designated by the other
          party. By written notice, either party may change the name, address or
          facsimile number to which the other party is to send notices.

     23.  APPLICABLE LAW: This Agreement shall be governed by, and interpreted
          --------------
          and enforced according to, the internal laws (without regard to
          conflict of laws principles) of the State of Wisconsin.

     24.  SEVERABILITY: If any provision of this Agreement, or the application
          ------------
          of it to any person or circumstance, shall be held to be invalid or
          unenforceable, the remainder of this Agreement or the application of
          such term, covenant, condition or provision to any other person or any
          other circumstance (other than those as to which it shall be invalid
          or unenforceable) shall not be affected, and each provision shall
          remain valid and enforceable to the fullest extent permitted by law.

     25.  ASSURANCES: The parties agree to cooperate with each other and to
          ----------
          execute and deliver such documents and to take such further actions as
          may be reasonably necessary to carry out the intent of this Agreement.

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     26.  WAIVER: No delay or failure of any party to enforce any right, power
          ------
          or remedy under this Agreement shall operate as a waiver of such
          right, power or remedy. Nor shall any single or partial exercise of
          any right, power or remedy by a party preclude any other or further
          exercise of the same or the exercise of any other right, power or
          remedy. Any waiver of any provision of this Agreement must be in
          writing and signed by the party against whom the waiver is sought to
          be enforced.

     27.  ENTIRE AGREEMENT: This Agreement, including the attached Schedules 1
          ----------------
          through 7, contains the entire understanding between Seller and Buyer
          with respect to the subject matter of this Agreement. This Agreement
          supercedes all other prior agreements, oral and written, between the
          parties with respect to the subject matter of this Agreement,
          including that certain Memorandum of Agreement dated May 24, 2001.
          This Agreement shall not be modified or amended except by a written
          agreement executed by both parties.

     28.  SURVIVAL: The provisions of Sections 16, 18 and 19 shall survive the
          --------
          expiration or earlier termination of this Agreement.

     29.  RELATIONSHIPS: The parties are, and only shall represent themselves to
          -------------
          be, independent contractors. Neither party has authority to create any
          obligation on the part of the other party or to bind the other party.

     30.  PATENT RIGHTS OR LICENSES: No patent rights or licenses from either
          -------------------------
          party to the other shall be granted or implied by this Agreement.


                   APPLETON PAPERS INC.                  APPLETON COATED LLC

     SIGNATURE:    /s/ Ann M. Whalen                     /s/ Michael J. Van Eych

     TITLE:        VP-Logistics                          CEO

     DATE:         June 27, 2001                         June 29, 2001

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                                   SCHEDULE 1

                                    2002-2003
                        API/AC BASESTOCK SUPPLY AGREEMENT

                             PRODUCT SERVICE TABLES

                                             QUALIFIED
    TABLE I:                                  P.M.(s)
    -------                                   -------

    31.1# WH THERMAL FAX BASE                    7
    43.3# WHITE LABEL BASE                       7


    TABLE II:
    --------

    26.2# WH ST BASE                            5&6
    26.2# WH RST BASE                           5&6
    26.2# CN ST BASE                            5&6
    30.9# WH ST BASE                            5&6
    33# WH ST BASE                              5&6
    39.5# WH ST BASE                            5&6
    26.25# WH HBT HSTRG BASE                     7
    26.8# CN & PK SUPERIOR BASE                 6&7
    27.8# WH SCCB BASE                           7
    28.3# WH ULTIMARK BASE                       7
    30.2# WH CN & PK PC PREM BASE               6&7
    34# WH OBA CTG BASE                          7
    46.5# WH OBA BASE                            7
    61.1# WH OBA BASE                            7

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                                   SCHEDULE 2

                                      2002
                       APPLETON COATED SUPPLIED BASESTOCK
                                   PRICE LIST

          (ALL PRICES INCLUDE FREIGHT TO DESTINATION IN THE FOX VALLEY
                        DESIGNATED AT TIME OF SHIPMENT)

              MM#                    GRADE          2002 PRICE/TON
              ---                    -----          --------------
              [*]                     [*]                 [*]

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                                   SCHEDULE 3



                       APPLETON COATED SUPPLIED BASESTOCK

                         2003 MINIMUM AND MAXIMUM PRICES

    (ALL PRICES ARE DELIVERED AND INCLUDE FREIGHT TO FINAL DESTINATION IN THE
                   FOX VALLEY DESIGNATED AT TIME OF SHIPMENT)


                               2003 Minimum         2002         2003 Maximum
       MM#       GRADE           PRICE/TON        PRICE/TON       PRICE/TON
       ---       -----           ---------        ---------       ---------

       [*]          [*]             [*]              [*]             [*]

Confidential                           Page 14


<PAGE>

                                   SCHEDULE 4



                   CONTINUOUS COST REDUCTION TABLES - EXAMPLE

                                   TABLE                                 TARGET
        GRADE                      USED                SCHEDULE           BPH
        -----                      ----                --------           ---

     31.1# FAX BS            30.0#-39.9# Therm           4A               1.25

Confidential                           Page 15


<PAGE>

                                   SCHEDULE 4A

                              BASESTOCK RUNNABILITY
                           CONTINUOUS COST IMPROVEMENT
                                CONTRACT PROPOSAL

                                      [*]

BREAKS PER  NO. OF   TOTAL   COST PER    TOTAL      ANNUAL            ANNUAL
  HUNDRED    ROLLS   BREAKS    BREAK     COST    SAVINGS/LOSS     BONUS/PENALTY
  -------    -----   ------    -----     ----    ------------     -------------

    [*]       [*]     [*]       [*]      [*]         [*]               [*]

Confidential                            Page 17

<PAGE>

                                   SCHEDULE 5


                            Confidentiality Agreement

         This Agreement, effective as of April 15, 2001, between Appleton Papers
Inc., a corporation having its principal offices at 825 East Wisconsin Avenue,
Appleton, Wisconsin 54911 (hereinafter referred to as "APPLETON"), and Appleton
Coated LLC, having an office at 569 Carter Court, Kimberly, Wisconsin 54136
(hereinafter referred to as "Vendor");

         WHEREAS, APPLETON possesses trade secret information related to
processes, machines and formulations for the manufacture of coated papers,
including formulations for carbonless and thermally imaged papers;

         WHEREAS, Vendor possesses trade secret information related to
processes, machines and formulations for the manufacture of coated papers,
including formulations for carbonless and thermally imaged papers;

         WHEREAS, the parties are interested in exchanging certain of the above
information for the purpose of Vendor supplying basestock to Appleton, relating
to, or useful to Appleton in its business of paper coating (hereinafter referred
to as "Goods");

         NOW, THEREFORE, in consideration of the disclosures to be made and
mutual covenants contained herein, each party agrees as follows:

         Each party hereto shall keep confidential the information it receives
from the other and shall neither disclose to any third party nor use such
information for any purpose other than that contemplated under this Agreement.
These obligations shall only apply to information disclosed in writing and
designated confidential or, if disclosed orally, confirmed in writing and
designated confidential within thirty (30) days of such disclosure. These
obligations shall not apply to any information which:

         a.   is available to the public or becomes available to the public
              through no fault of the receiving party;

         b.   is available to the receiving party at the time of disclosure, as
              shown by prior written records;

         c.   is disclosed to the receiving party by a third party entitled to
              disclose it; or

         d.   is developed by or for the receiving party independently of the
              disclosure hereunder.

         The parties will use the same degree of care with respect to their
obligations of nondisclosure as they employ with their own information of a
confidential nature, but in no event less than a reasonable standard of care.

Confidential                           Page 18

<PAGE>

         No right or license, express or implied, under any patent is created by
this Agreement or the disclosure of information under this Agreement.

         This Agreement to receive information in confidence will terminate five
(5) years from the effective date of this Agreement; however, such termination
shall no relieve either party of any obligations with respect to confidential
information disclosed hereunder prior to termination, which shall continue until
10 years from the date of receipt of the confidential information.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their authorized representative and to become effective as of the
date first above written.



ACCEPTED:                                          ACCEPTED:



APPLETON PAPERS INC.                               APPLETON COATED LLC



By  /s/ Rick J. Fantini                            By  /s/ Michael Van Eyck
  ---------------------------------                   --------------------------
   (Authorized Representative)                       (Authorized Representative)

Title  Vice President, Procurement                 Title  CEO
     ------------------------------                      -----------------------

Date  May 24, 2001                                 Date   May 24, 2001
    -------------------------------                      -----------------------

Confidential                            Page 19


<PAGE>

                                   SCHEDULE 6

                                                           825 E. Wisconsin Ave.
[LOGO]                                                     P.O. Box 359
                                                           Appleton, Wisconsin
                                                           54912-0359
[OBJECT OMITTED]


Date:   May 8, 2001
From:   Rick Fantini/Ann Whalen
To:     Mike Van Eyck

RE:     Process Change and Development Costs - (AC/API 2002-03 Agreement
        Clarification)

Mike,

In Section B of the proposed 2002-03 AC Basestock Supply Agreement, there is a
reference made to the ability of developing grades currently run on #6 P.M. on
#7 P.M. for increased flexibility. API has included in this statement the fact
that these development costs would be at AC's expense. This statement is based
upon these developments being requested by AC, in order to provide AC with this
added flexibility and not required by API. Product Development Expenses will be
incurred as follows:

AC REQUESTED PRODUCT DEVELOPMENT:

All major process changes and/or product development change requested by AC,
solely to the advantage of AC, which based upon API's knowledge of their
business needs, requires development and trial costs will be reviewed by API and
if approved by API, be carried out at AC's expense.

The developmental expenses involved with product, which is not deemed perfect
quality and saleable to an API customer, will include the costs of material and
direct expenses, incurred by API, related to the development costs at API and at
API's Customer evaluations. These costs will be incurred by AC.

The development expenses involved with product, sold to an API customer, will
include those costs in excess of standard production and distribution costs
related to the development costs at API and at API's Customer evaluations, not
to exceed $5,000 per developmental trial. These costs will be incurred by AC.

API REQUESTED PRODUCT DEVELOPMENT:

All major process changes, current product changes, or new product developments
requested by API, will be presented to AC and by mutual agreement approved. The
expenses of API requested process changes or product development changes will be
incurred by API, based o n product costs agreed upon by AC and API prior to the
trials.

Confidential                             Page 20

<PAGE>

                                   SCHEDULE 7

Confidential                               Page 21


<PAGE>

                                 APPLETON PAPERS
                                    BASESTOCK
                            FINISHING SPECIFICATIONS
                            ------------------------

                                     [LOGO]

                              REVISED JUNE 22, 2000

                                       [*]

Confidential                                Page 22