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                                  EXHIBIT 10.9


                          TRUSTEE'S INDEMNITY AGREEMENT

THIS AGREEMENT dated for reference the 20th day of November, 2000.

BETWEEN:

                  JIMMY S. H. LEE, Businessman

                  (the "Trustee")

AND:

                  MERCER INTERNATIONAL INC., a Massachusetts business trust
                  organized under the laws of the State of Washington with an
                  office at Giesshubelstrasse 15, 8045 Zurich, Switzerland

                  (the "Company")

WITNESSES THAT WHEREAS:

A.   The Company and the members of the Company have requested the Trustee to
     act as a trustee and/or officer of the Company;

     and

B.   The Trustee has agreed to act as a trustee and/or officer of the Company
     upon the condition that the Company execute and deliver to him this
     indemnity.

NOW THEREFORE in consideration of the premises, the respective covenants of the
parties herein and other good and valuable consideration (the receipt and
sufficiency of which is hereby acknowledged), the parties hereto covenant and
agree as follows:

1.   EFFECTIVE DATE

1.1  Notwithstanding the date of its execution and delivery, this Agreement
     shall be conclusively deemed to commence on, and be effective as of, the
     day upon which the Trustee first became or becomes a trustee or officer of
     the Company and shall survive and remain in full force and effect after the
     Trustee ceases to be a trustee or officer of the Company and after the
     termination of the Trustee's employment with the Company.

2.   INDEMNITY

2.1  Subject to Section 2.2, the Company shall indemnify and save harmless the
     Trustee against and from:

     (a)  any and all charges and claims of every nature and kind whatsoever
          which may be brought or made by any person, firm, corporation or
          government, or by any governmental department, body, commission,
          board, bureau, agency or instrumentality against the Trustee in
          consequence of his being a director, officer, trustee, employee or
          agent of the Company, any of the Company's subsidiaries, or any
          company, partnership, joint venture, trust or other enterprise related
          to or affiliated with the Company or which the Trustee was serving at
          the request of the Company as a director, officer, trustee, employee
          or agent (the "Related Companies"), or that arise out of or in any way
          connected with the management, operation, activities or existence of
          the Company or any of its Related Companies;

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     (b)  any and all costs, damages, expenses (including legal fees and
          disbursements on a full indemnity basis), fines, liabilities,
          penalties (statutory and otherwise) and losses which the Trustee may
          sustain, incur or be liable for in consequence of his acting as a
          trustee and/or officer of the Company or its Related Companies whether
          sustained or incurred by reason of his negligence, default, breach of
          duty, breach of trust, failure to exercise due diligence or otherwise
          in relation to the Company or its Related Companies or any of its
          affairs; and

     (c)  in particular, and without in any way limiting the generality of the
          foregoing, any and all costs, damages, expenses (including legal fees
          and disbursements on a full indemnity basis), fines, liabilities,
          penalties (statutory or otherwise) and losses which the Trustee may
          sustain, incur or be liable for as a result of or in connection with
          the release of or presence in the environment of substances,
          contaminants, litter, waste, effluent, refuse, pollutants or
          deleterious materials and that arise out of or in any way connected
          with the management, operation, activities or existence of the Company
          or its Related Companies.

     The Company shall advance to the Trustee the amounts incurred or suffered
     by him, or reasonably estimated to be incurred or suffered by him, in
     connection with the indemnification set forth in this Section 2.1
     immediately upon receipt by the Company of a written request for such
     advance.

2.2  Notwithstanding the provisions of Section 2.1, the Company shall not be
     obligated to indemnify or save harmless the Trustee against and from any
     charge, claim, cost, damage, expense, fine, liability, loss, or penalty:

     (a)  if, in respect thereof, a court of competent jurisdiction determines,
          which determination is not subject to any subsequent appeals, that the
          Trustee failed to act honestly and in good faith with a view to the
          best interests of the Company;

     (b)  arising out of any criminal conviction of the Trustee if the Trustee
          pleaded guilty or was found guilty by a court of competent
          jurisdiction, which finding is not subject to any subsequent appeals
          by the Trustee; or

     (c)  arising out of a determination by a court of competent jurisdiction,
          which determination is not subject to any subsequent appeals, that the
          Trustee failed to disclose his interest or conflicts as required under
          the WASHINGTON BUSINESS CORPORATION ACT.

3.   RESIGNATION

3.1  Nothing in this Agreement shall prevent the Trustee from resigning as a
     trustee or officer of the Company or any of its Related Companies at any
     time.

4.   INVALIDITY

4.1  If any provision or part of Part 2 of this Agreement shall be held to be
     invalid or contrary to law, the remainder of Part 2 of this Agreement shall
     nevertheless be valid and binding upon the parties hereto.

5.   DEFENCE

5.1  For the purpose of this Part 5:

     "Action" means any action, inquiry, investigation, suit or other proceeding
     before a court or other tribunal in which a Claim is brought, made or
     advanced of or against the Trustee;

     "Claim" means any charge, claim, costs, damage, expense, fine, liability,
     loss or penalty contemplated by Section 2.1, without reference to Section
     2.2;

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     "Judgment" means an award of damages or other monetary compensation made in
     an Action or any amounts the Trustee is ordered to pay by any court or
     other body, commission, board, bureau, agency, or instrumentality having
     proper jurisdiction as a result of any Claim brought, made or advanced of
     or against the Trustee; and

     "Settlement" means an agreement to compromise a Claim or an Action.

5.2  Upon the Trustee becoming aware of any pending or threatened Claim or
     Action, written notice shall be given by or on behalf of the Trustee to the
     Company as soon as is reasonably practicable.

5.3  The Company shall conduct such investigation of each Claim as is reasonably
     necessary in the circumstances, and shall pay all costs of such
     investigation.

5.4  Subject to this Section, the Company shall, upon the written request of the
     Trustee, defend, on behalf of the Trustee, any Action, even if the Claim
     upon which the Action is founded is groundless, false or fraudulent.

5.5  The Company shall consult with and accept the reasonable choice of the
     Trustee concerning the appointment of any defence counsel to be engaged by
     the Company in fulfillment of its obligations to defend an Action pursuant
     to Section 5.4; thereafter the Company shall appoint such counsel.

5.6  With respect to a Claim for which the Company is obliged to indemnify the
     Trustee hereunder, the Company may conduct negotiations towards a
     Settlement and, with the written consent of the Trustee (which the Trustee
     agrees not to unreasonably withhold) the Company may make such Settlement
     as it deems expedient, provided however that the Trustee shall not be
     required, as part of any proposed Settlement, to admit liability or agree
     to indemnify the Company in respect of, or make contribution to, any
     compensation or other payment for which provision is made under the
     Settlement. The Company shall pay any compensation or other payment for
     which provision is made by such Settlement.

5.7  The Trustee shall have the right to enter into any Settlement in respect of
     any Claim or Action which is founded upon any of the acts specified in
     Section 2.2.

5.8  The Company shall pay any Judgment which may be made or given against the
     Trustee unless a court of competent jurisdiction conclusively determines,
     which determination is not subject to any subsequent appeal, that any of
     the circumstances in Section 2.2 applies to the Action in respect of which
     the Judgment is made or given.

6.   GENERAL

6.1  In this Agreement wherever the singular or masculine is used it will be
     construed as if the plural or feminine or neuter, as the case may be, had
     been used where the context otherwise requires, and a reference to a
     section by number is a reference to the section so numbered in this
     Agreement.

6.2  All notices and other communications required to be given by a party
     hereunder shall be in writing and shall be deemed to have been duly given
     if delivered by hand to the other party at the other party's address
     specified above or at such other address as the other party may have last
     specified in writing to the party intending to convey the notice or other
     communication.

6.3  Time shall be of the essence of this Agreement.

6.4  The headings in this Agreement are inserted for ease of reference only and
     shall have no effect on the construction or interpretation of this
     Agreement.

6.5  This Agreement shall be construed and interpreted in accordance with and be
     governed by the laws of Switzerland. Each of the parties hereby irrevocably
     attorns to the non-exclusive jurisdiction of the courts of Geneva,
     Switzerland with respect to any matters arising out of this Agreement.

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6.6  Other than Article VI contained in the Amended and Restated Employment
     Agreement between the Trustee and the Company of even date herewith (the
     "Employment Agreement"), this Agreement contains the entire agreement
     between the parties relating to the subject matter hereof and there are no
     agreements, representations or warranties, express or implied, which are
     collateral hereto. For greater certainty, notwithstanding anything to the
     contrary in this Agreement, the parties hereto acknowledge and agree that
     nothing contained herein is intended to modify, abridge, limit or affect
     any of the rights or obligations of the parties hereto contained in the
     Employment Agreement.

6.7  This Agreement may only be amended by a written agreement signed by the
     parties.

6.8  Each of the parties agrees to promptly do all such further acts, and
     promptly execute and deliver all such further documents, as may be
     necessary or advisable for the purpose of giving effect to or carrying out
     the intent of this Agreement.

6.9  This Agreement shall enure to the benefit of and be binding upon the
     parties hereto and their respective heirs, executors, administrators, other
     legal personal representatives, successors and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Agreement, in the case
of a corporate party by its duly authorized officer or officers, as of the date
first written above.


SIGNED, SEALED and DELIVERED           )
by JIMMY S.H. LEE                      )
in the presence of:                    )
                                       )
______________________________         )        __________________________
Name                                   )        JIMMY S.H. LEE
                                       )
______________________________         )
Address                                )
                                       )
______________________________         )
                                       )
                                       )
______________________________         )
Occupation


MERCER INTERNATIONAL INC.

By:  ___________________________________________

Name: __________________________________________

Title: _________________________________________