Exhibit 1.4  EXECUTION COPY  CASCADES INC.  US$125,000,000  71⁄4% Senior Notes
Due 2013  Purchase Agreement  New York, New York November 23, 2004  CIBC World Markets Corp. 425 Lexington Avenue, 3rd
Floor New York, New York 10017  Scotia Capital (USA) Inc. 1 Liberty Plaza, 25th
Floor New York, NY 10016  as Representatives of the
Initial Purchasers in Schedule I hereto  Ladies and Gentlemen:  Cascades
Inc., a corporation organized under the laws of the Province of Québec (the Company),
proposes to issue and sell to the several parties named in Schedule I hereto
(the Initial Purchasers), for whom you (the Representatives) are acting as
representatives, US$125,000,000 principal amount of its 71⁄4% Senior Notes Due
2013 (the Notes, and together with the Guarantees (as defined below), the Securities).  The Securities are to be issued under the
indenture, dated as of February 5, 2003, among the Company, the Guarantors (as
defined below) and The Bank of New York, as trustee (the Trustee), as amended
by the First Supplemental Indenture, dated as of May 30, 2003, the Second
Supplemental Indenture, dated as of December 30, 2003, the Third Supplemental
Indenture, dated as of March 16, 2004, the Fourth Supplemental Indenture, dated
as of July 8, 2004, and the Fifth Supplemental Indenture, dated as of August
26, 2004, each among the Company, the Guarantors and the Trustee (as so
amended, the Indenture).  The sale of
the Securities to the Initial Purchasers will be made without registration of
the Securities under the Act in reliance upon exemptions from the registration
requirements of the Act.  However, the
Securities will have the benefit of a registration rights agreement (the Registration
Rights Agreement), to be dated as of the Closing Date (as defined below),
among the Company, the Guarantors and the Initial Purchasers, pursuant to which
the Company and the Guarantors will agree to register a new series of notes
(the Exchange Notes) and related guarantees (the Exchange Guarantees and,
together with the Exchange Notes, the Exchange Securities) under the Act,
subject to the terms and conditions specified therein.  Pursuant to the Registration Rights
Agreement, the Exchange Securities will be offered in exchange for the
Securities.  The
Notes will be unconditionally guaranteed (the Guarantees) by each of the
Companys Subsidiaries that are set forth on the signature page hereto (the Guarantors).  To


the
extent there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers,
and the terms Representatives and Initial Purchasers shall mean either the
singular or plural as the context requires. 
The use of the neuter in this Agreement shall include the feminine and
masculine wherever appropriate.  Certain
terms used herein are defined in Section 22 hereof.  In
connection with the sale of the Securities, the Company has prepared an
offering memorandum, dated November 23, 2004 (as amended or supplemented at the
Execution Time, including the documents incorporated therein by reference and
any and all exhibits thereto and together with the Canadian offering memorandum
dated November 23, 2004, the Offering Memorandum).  The Offering Memorandum sets forth certain
information concerning the Company and the Securities.  The Company hereby confirms that it has
authorized the use of the Offering Memorandum, and any amendment or supplement
thereto, in connection with the offer and sale of the Securities by the Initial
Purchasers.  1.  Representations and Warranties of the Company
and the Guarantors. 
The Company and each of the Guarantors, jointly and severally, represent
and warrant to each Initial Purchaser as set forth below in this Section 1.  (a) At the Execution
Time, the Offering Memorandum did not, and on the Closing Date will not (and
any amendment or supplement thereto, at the date thereof, on the Closing Date
will not), contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that neither the Company nor any of the Guarantors makes any representation or
warranty as to the information contained in or omitted from the Offering
Memorandum, or any amendment or supplement thereto, in reliance upon and in
conformity with information furnished to the Company in writing by or on behalf
of the Initial Purchasers through the Representatives specifically for
inclusion therein.  The Company and the
Guarantors hereby acknowledge that the statements set forth in the Offering
Memorandum in the first sentence of the last paragraph of the legends, and
under the heading Plan of Distribution the entire third paragraph, the fourth
and fifth sentences of the ninth paragraph, the entire tenth paragraph, and the
fifth and sixth sentences of the eleventh paragraph constitute the only
information furnished to the Company in writing by or on behalf of the Initial
Purchasers for inclusion in the Offering Memorandum (or in any amendment or
supplement thereto).  The documents
incorporated by reference into the Offering Memorandum, when they were filed
with the Commission, complied in all material respects with the requirements of
the Exchange Act and the rules and regulations of the commission thereunder.  (b) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) has engaged in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with
any offer or sale of the Securities in the United States or in any manner
involving a public offering within the meaning of Section 4(2) of the Act.  2


(c) The Securities
satisfy the eligibility requirements of Rule 144A(d)(3) under the Act.  (d) The Company is a
foreign issuer (as defined in Regulation S).  (e) None of the Company,
the Guarantors or any of its or their Affiliates, nor any Person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) has, directly or indirectly, made offers
or sales of any security, or solicited offers to buy any security, under
circumstances that would require the registration of the Securities under the
Act or has engaged in any directed selling efforts with respect to the
Securities.  Terms used in this paragraph
have the meanings given to them by Regulation S.  (f) The Company
reasonably believes that there is no substantial U.S. market interest (as
defined in Regulation S) in the Securities.  (g) The Indenture has
been duly qualified under the Trust Indenture Act.  (h) None of the Company
or the Guarantors is, and after giving effect to the offering and sale of the
Securities and the application of the proceeds thereof as described in the
Offering Memorandum will be, an investment company within the meaning of the
Investment Company Act, without taking account of any exemption arising out of
the number of holders of the Companys securities.  (i) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf has paid or agreed to pay to any person any compensation for
soliciting another to purchase any securities of the Company (except as
contemplated by this Agreement and as set forth in or contemplated in the
Offering Memorandum (exclusive of any amendment or supplement thereto)).  (j) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) has, directly or indirectly, taken any action
designed to cause or which has constituted or which might reasonably be
expected to cause or result, under the Exchange Act or otherwise, in the
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities.  (k) Each of the Company,
its Subsidiaries listed on Schedule II hereto (the Significant Subsidiaries),
the Guarantors (the Significant Subsidiaries and the Guarantors, without
duplication, being collectively referred to as the Material Subsidiaries) and
the entities listed on Schedule III hereto (the Joint Ventures) has been duly
incorporated and is validly existing as a corporation or partnership in good
standing, where such concept exists, under the laws of the jurisdiction in
which it is incorporated or organized with full corporate or other power and
authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Offering Memorandum, and is duly
qualified to do business as a foreign corporation or partnership and is in good
standing, where such concept exists, under the  3


laws of each jurisdiction that requires such qualification, except where
the failure to be so qualified or in good standing would not individually or in
the aggregate have a Material Adverse Effect.  (l) All the outstanding
shares of capital stock of each of the Company, its Material Subsidiaries and
the Joint Ventures have been duly and validly authorized and issued and are
fully paid and nonassessable where such concepts exist, and, except as
otherwise set forth in the Offering Memorandum, all outstanding shares of
capital stock of the Subsidiaries are owned by the Company either directly or
through wholly-owned Subsidiaries free and clear of any perfected security
interest or any other security interests, claims, liens or encumbrances, except
for any liens securing indebtedness to be refinanced with the proceeds of the sale
of the Securities pursuant hereto and the Senior Credit Facility (as defined
below).  (m) The Significant
Subsidiaries are the only significant subsidiaries of the Company, as defined
by Rule l-02(w) of Regulation S-X under the Act.  (n) The Companys authorized
equity capitalization is as set forth in the Offering Memorandum.  (o) The Securities
conform in all material respects to the description thereof contained in the
Offering Memorandum under the heading Description of the Notes.  (p) This Agreement has
been duly authorized, executed and delivered by the Company and each of the
Guarantors.  (q) The Indenture has
been duly authorized and, assuming it was duly authorized, executed and
delivered by the Trustee, constitutes a valid, binding and enforceable
instrument of the Company and each of the Guarantors (subject, as to
enforcement, to applicable bankruptcy, reorganization, insolvency, moratorium
or other laws affecting creditors rights generally from time to time in effect
and to general principles of equity).  (r) The Securities and
the Exchange Securities have been duly authorized, and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and (in the case of the Securities) paid for by the Initial Purchasers or
(in the case of the Exchange Securities) delivered to the holders of the
Securities in exchange therefor as contemplated by the Registration Rights
Agreement, will be duly executed and delivered by the Company and each of the
Guarantors and will constitute valid, binding and enforceable obligations of
the Company and each of the Guarantors entitled to the benefits of the
Indenture (subject, as to enforcement, to applicable bankruptcy, insolvency,
moratorium or other laws affecting creditors rights generally from time to
time in effect and to general principles of equity).  (s) The Registration
Rights Agreement has been duly authorized and, when executed and delivered by
the Company and each of the Guarantors, will constitute a valid, binding and
enforceable instrument of the Company and each of the Guarantors  4


(subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors
rights generally from time to time in effect and to general principles of
equity).  (t) Each of the Company
and the Guarantors has all requisite corporate power and authority, and has
taken all requisite corporate action necessary to enter into and perform this
Agreement, the Indenture, the Securities, the Exchange Securities and the
Registration Rights Agreement.  No
consent, approval, authorization, filing with or order of any court or
governmental agency or body is required in connection with the transactions contemplated
herein or in the Indenture or the Registration Rights Agreement, except, to the
extent required, (i) such as will be obtained under the Act and Canadian
federal or provincial securities laws, (ii) such as may be required under the
blue sky laws of any jurisdiction in connection with the purchase and
distribution of the Securities by the Initial Purchasers and the distribution
of the Exchange Securities in the manner contemplated herein and in the
Offering Memorandum and the Registration Rights Agreement, and (iii) notices
that have been or may have to be filed with appropriate Canadian provincial
securities commissions in connection with sales in Canadian jurisdictions along
with the Offering Memorandum, accompanied by payment of the requisite fees.  (u) Neither the execution
and delivery of this Agreement, the Indenture, the Registration Rights
Agreement, nor the issue and sale of the Securities or the Exchange Securities,
nor the consummation of any other of the transactions contemplated herein or
therein or in the Offering Memorandum, nor the fulfillment of the terms hereof
or thereof will conflict with, result in a breach or violation or imposition of
any lien, charge or encumbrance upon any property or asset of the Company, any
of its Material Subsidiaries or any of the Joint Ventures pursuant to (i) the
articles of association, certificate of incorporation, by-laws or other
organizational documents of the Company, any of its Material Subsidiaries or
any of the Joint Ventures; (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which the Company, any of its
Material Subsidiaries or any of the Joint Ventures is a party or bound or to
which its or their property is subject; or (iii) any statute, law, rule,
regulation, judgment, order or decree applicable to the Company, any of its
Material Subsidiaries or any of the Joint Ventures of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company, any of its Material Subsidiaries or any
of the Joint Ventures or any of its or their properties, except in the cases of
clauses (ii) and (iii) such as would not have a Material Adverse Effect, and
except to the extent that notices may have to be filed with appropriate
Canadian provincial securities commissions along with the Offering Memorandum,
accompanied by payment of the requisite fees.  (v) The consolidated historical
financial statements and schedules of the Company and its consolidated
Subsidiaries incorporated by reference into the Offering Memorandum present
fairly in all material respects the financial condition, results of operations
and cash flows of the Company and its consolidated Subsidiaries as of the dates
and for the periods indicated, comply as to form with the applicable accounting  5


requirements of the Act and have been prepared in
conformity with generally accepted accounting principles in Canada (Canadian
GAAP) applied on a consistent basis throughout the periods involved with a
note to such financial statements reconciling them to generally accepted
accounting principles in the United States (US GAAP).  The historical financial information set
forth under the captions Summary and Selected Historical Financial
Information included in the Offering Memorandum fairly present, on the basis
stated in the Offering Memorandum, the information included therein.  The financial data in the line item entitled Pro
forma interest expense and the related footnote thereto, set forth under the
caption Summary  Summary Historical and Pro Forma Financial Information
included in the Offering Memorandum include assumptions that provide a
reasonable basis for presenting the significant effects directly attributable
to the transactions and events described therein, the related pro forma
adjustments give appropriate effect to those assumptions, and the pro forma
adjustments reflect the proper application of those adjustments to the
historical financial statement amounts of the Company.  (w) Except as described
in the Offering Memorandum, no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the
Company, any of its Material Subsidiaries or any of the Joint Ventures or its
or their directors, officers or property is pending or, to the best knowledge
of the Company, threatened that (i) would have a material adverse effect on the
performance of this Agreement, the Indenture or the Registration Rights
Agreement, or the consummation of any of the transactions contemplated hereby
or thereby, or (ii) would have a Material Adverse Effect.  (x) Each of the Company,
its Material Subsidiaries and, to the Companys knowledge, the Joint Ventures
has good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case, free and
clear of all liens, encumbrances and defects except such as are described in
the Offering Memorandum, such that do not materially affect the value of such
property and do not materially interfere with the use made and proposed to be
made of such property by the Company and its Material Subsidiaries.  All assets held under lease by the Company
and its Subsidiaries are held by them under valid and enforceable leases, with
such exceptions as are not material and do not interfere with the use made and
proposed to be made of such assets by the Company and its Material
Subsidiaries.  (y) Set forth in Schedule
IV hereto is a list of all contracts, indentures, mortgages, deeds or trusts,
loan or credit agreements, notes, leases or other agreements or instruments to
which the Company, any of its Subsidiaries or any of the Joint Ventures is a
party or bound or to which its property is subject, that are material to the
Company and its Subsidiaries, taken as a whole.  (z) Neither the Company
nor any of its Material Subsidiaries nor, to the Companys knowledge, any of
the Joint Ventures is in violation or default of (i) any provision of its
articles of association, certificate of incorporation, by-laws or other
organizational documents; (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition,  6


covenant or instrument to which the Company, any of
its Material Subsidiaries, or any of the Joint Ventures is a party or bound or
to which its or their property is subject; or (iii) any statute, law, rule,
regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction over the Company, any of its Material Subsidiaries, or any of the
Joint Ventures or any of its or their properties, as applicable, except, in the
cases of clauses (ii) and (iii), such as would not have a Material Adverse
Effect.  (aa)         PricewaterhouseCoopers LLP, who have
certified certain consolidated financial statements of the Company and
delivered their report with respect to such audited consolidated financial
statements incorporated by reference into the Offering Memorandum, are
independent public accountants with respect to the Company within the meaning
of the Act and the applicable published rules and regulations thereunder.  (bb)         There are no stamp or other issuance or
transfer taxes or duties or other similar fees or charges required to be paid
in connection with the execution, delivery and performance of this Agreement or
the Indenture by the Company or the Guarantors or the issuance or sale of the
Securities or the Exchange Securities by the Company or the Guarantors.  (cc)         All interest, principal, premium (if
any) and other payments due or made on the Securities or the Exchange
Securities may be paid by the Company to each holder thereof in U.S. dollars
that may be freely transferred out of Canada, and, except for payments made to
a holder with which the Company does not deal at arms length (within the
meaning of the Income Tax Act (Canada)) at the
time the payment is made, all such payments made to holders who are
non-residents of Canada will not be subject to income, withholding or other
taxes under laws and regulations of Canada or any political subdivision or
taxing authority thereof or therein and will otherwise be free and clear of any
other tax, duty, withholding or deduction in Canada or any political
subdivision or taxing authority thereof or therein and without the necessity of
obtaining any governmental authorization in Canada or any political subdivision
or taxing authority thereof or therein.  (dd)         The Company has filed all foreign,
federal, provincial, state and local tax returns that are required to be filed
or has requested extensions thereof, except in any case in which the failure so
to file would not have a Material Adverse Effect, and has paid all taxes
required to be paid by it and any other assessment, fine or penalty levied
against it, to the extent that any of the foregoing is due and payable, except
for any such assessment, fine or penalty that is currently being contested in
good faith or as would not have a Material Adverse Effect.  (ee)         Since the date of the most recent
financial statements incorporated by reference into the Offering Memorandum
(exclusive of any amendment or supplement thereto), there has been no material
adverse change in the condition (financial or otherwise), prospects, earnings,
business or properties of the Company and its Subsidiaries, taken as a whole,
whether or not arising from transactions in the ordinary  7


course of business, except as set forth in or
contemplated by the Offering Memorandum (exclusive of any amendment or
supplement thereto).  (ff)           No labor problem or dispute with the
employees of the Company, any of its Material Subsidiaries or any of the Joint
Ventures exists, except as set forth in or contemplated in the Offering Memorandum
(exclusive of any amendment or supplement thereto), or, to the knowledge of the
Company, is threatened or imminent; there are no amounts owing or promised by
the Company, any of its Material Subsidiaries or, to the Companys knowledge,
any of the Joint Ventures to any present or former directors or employees of
the Company, any of its Material Subsidiaries or, to the Companys knowledge,
any of the Joint Ventures, except as set forth in or contemplated in the
Offering Memorandum (exclusive of any amendment or supplement thereto); and no
individuals named in the Offering Memorandum under the caption Management
have given or been given notice terminating their contracts of employment,
except such as would not have a Material Adverse Effect;  (gg)         Each of the Company, its Material
Subsidiaries and, to the Companys knowledge, the Joint Ventures is insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which
they are engaged; and neither the Company nor any of its Material Subsidiaries
nor, to the Companys knowledge, any of the Joint Ventures has any reason to
believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
have a Material Adverse Effect.  (hh)         Except as described in or contemplated
by the Offering Memorandum, no Material Subsidiary of the Company is currently
prohibited, directly or indirectly, from paying any dividends to the Company or
any other Subsidiary, from making any other distribution on such Subsidiarys
capital stock, from repaying to the Company or any other Subsidiary any loans
or advances to such Subsidiary from the Company or from transferring any of
such Subsidiarys property or assets to the Company or any other Subsidiary,
except that no representation is made regarding prohibitions imposed by laws
and regulations applicable to companies organized outside Canada and the United
States.  (ii)           Each of the Company, its Material
Subsidiaries and, to the Companys knowledge, the Joint Ventures possesses all
licenses, certificates, permits and other authorizations issued by the
appropriate federal, provincial, state or foreign regulatory authorities
necessary to conduct their respective businesses, except such as would not have
a Material Adverse Effect; and neither the Company nor any of its Subsidiaries
nor, to the Companys knowledge, any of the Joint Ventures has received any
notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in the aggregate, would
likely result in an unfavorable decision, ruling or finding or would have a
Material Adverse Effect.  8


(jj)           Each of the Company, its Material
Subsidiaries and, to the Companys knowledge, the Joint Ventures maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with managements
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with Canadian GAAP
and to maintain asset accountability; (iii) access to assets is permitted only
in accordance with managements general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.  (kk)         No holder of securities of the Company
or any Subsidiary will be entitled to have such securities registered under the
registration statements required to be filed by the Company pursuant to the
Registration Rights Agreement other than as expressly permitted thereby.  (ll)           To the best knowledge of the Company,
each of the Company, its Material Subsidiaries and the Joint Ventures
(i) is in compliance with any and all applicable U.S., Canadian, foreign,
federal, provincial, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (Environmental Laws);
(ii) has received and is in compliance with all permits, licenses or other
approvals required of it under applicable Environmental Laws to conduct its
businesses; and (iii) has not received notice of any actual or potential
liability for the investigation or remediation of any disposal or release of
hazardous or toxic substances or wastes, pollutants or contaminants, except, in
each ease, where such failure would not, individually or in the aggregate, have
a Material Adverse Effect; except as set forth in the Offering Memorandum,
neither the Company nor any of the Material Subsidiaries nor, to the Companys
knowledge, any of the Joint Ventures has been named as a potentially
responsible party under the U.S. Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended.  (mm)       In the ordinary course of its business,
the Company periodically reviews the effect of Environmental Laws on the
business, operations and properties of the Company and its Subsidiaries, in the
course of which it identifies and evaluates associated costs and liabilities
(including, without limitation, any capital or operating expenditures required
for clean-up, closure of properties or compliance with Environmental Laws, or
any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties); on the basis of
such review, the Company has reasonably concluded that such associated costs
and liabilities would not, singly or in the aggregate, have a Material Adverse
Effect.  (nn)         The Company, its Material Subsidiaries
and, to the Companys knowledge, the Joint Ventures own, possess, license or
have other rights to use, on reasonable terms, all patents, patent
applications, trade and service marks, trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property (collectively, the Intellectual
Property) necessary for the conduct of the Companys business as now conducted
or as  9


proposed in the Offering Memorandum to be conducted,
except where the failure to own, possess, license or have other rights to use
such Intellectual Property would not have a Material Adverse Effect.  There is no pending or, to the Companys
knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any of the Intellectual Property, and the Company is
unaware of any facts that would form a reasonable basis for any such claim.
There is no pending or, to the Companys knowledge, threatened action, suit,
proceeding or claim by others that the Company or any of its Material
Subsidiaries infringes or otherwise violates any patent, trademark, copyright,
trade secret or other proprietary rights of others, and the Company is unaware
of any other fact that would form a reasonable basis for any such claim.  (oo)         Each of the Company, its Material
Subsidiaries and, to the Companys knowledge, the Joint Ventures has fulfilled
its obligations, if any, under the minimum funding standards of Section 302 of
the United States Employee Retirement Income Security Act of 1974, as amended (ERISA),
and the regulations and published interpretations thereunder with respect to
each plan (as defined in Section 3(3) of ERISA and such regulations and
published interpretations) in which employees of the Company, its Material
Subsidiaries and the Joint Ventures are eligible to participate, and each such
plan is in compliance in all material respects with the presently applicable
provisions of ERISA and such regulations and published interpretations, except
for such failures as would not have a Material Adverse Effect.  Neither the Company, nor any of its Material
Subsidiaries, nor, to the Companys knowledge, any of the Joint Ventures has
incurred any unpaid liability to the Pension Benefit Guaranty Corporation
(other than for the payment of premiums in the ordinary course) or to any such
plan under Title IV of ERISA or to any other pension plan on an ongoing or
termination basis, except for such failures as would not have a Material
Adverse Effect.  (pp)         Immediately after the consummation of
the transactions contemplated hereby and by the Offering Memorandum, the fair
value and present fair saleable value of the assets of each of the Company and
of the Guarantors will exceed the sum of its stated liabilities and identified
contingent liabilities.  Neither the
Company nor any of the Guarantors is, nor will the Company or any of the Guarantors
be, after giving effect to the execution, delivery and performance of this
Agreement, the Indenture, the Securities and the Registration Rights Agreement
and the consummation of any other of the transactions contemplated herein or
therein or in the Offering Memorandum, (A) left with unreasonably small capital
with which to carry on its business as it is proposed to be conducted, (B)
unable to pay its debts (contingent or otherwise) as they mature or (C)
otherwise insolvent.  (qq)         The Company has no reason to believe
that the statistical and market-related data included in the Offering
Memorandum are based on or derived from sources that are not reliable and
accurate.  (rr)           Each of the relationships and
transactions specified in Item 404 of Regulation S-K that would have been
required to be described in a prospectus if this offering had been registered
under the Act has been so described in the Offering Memorandum (exclusive of
any amendment or supplement thereto).  10


(ss)         Except for the Guarantors, the Company
has no Subsidiaries organized under the laws of Canada, any province thereof,
or any state of the United States.  (tt)           There is, and has been, no failure on
the part of the Company or its Subsidiaries, or any of their directors or
officers, in their capacities as such, to comply with any provision of the
Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith as applicable to the Company and its Subsidiaries.  Any
certificate signed by any officer of the Company or any Guarantor and delivered
to the Representatives or counsel for the Initial Purchasers in connection with
the offering of the Securities shall be deemed a representation and warranty by
the Company or such Guarantor, as to matters covered thereby, to each Initial
Purchaser.  2.  Purchase and Sale.  Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
and the Guarantors agree to sell to each Initial Purchaser, and each Initial
Purchaser agrees, severally and not jointly, to purchase from the Company and
the Guarantors, at an aggregate purchase price of 105.6549% of the principal
amount thereof, the principal amount of Securities set forth opposite such
Initial Purchasers name in Schedule I hereto. 
The parties understand that this aggregate purchase price consists of a
base purchase price for the Securities of 105.5000% of the principal amount
thereof, plus accrued interest of 2.1549% from August 15, 2004 to the Closing
Date.  3.  Delivery and Payment.  Delivery of and payment for the Securities
shall be made no later than 10:00 A.M., New York City time, on December 2,
2004, or at such time on such later date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Securities being herein called the Closing
Date).  Delivery of the Securities shall
be made to the Representatives for the respective accounts of the several
Initial Purchasers against payment by the several Initial Purchasers through
the Representatives of the purchase price thereof to or upon the order of the Company
by wire transfer payable in same-day funds to the account specified by the
Company.  The Securities shall be
delivered in such names, forms and amounts as the Representatives shall specify
at least two Business Days in advance of the Closing Date, and delivery shall
be made through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.  4.  Representations and Warranties of the Initial
Purchasers.  Each
Initial Purchaser, severally and not jointly, represents and warrants to and
agrees with the Company and the Guarantors that:  (a) It has not offered or
sold, and will not offer or sell, any Securities except (i) to those it
reasonably believes to be qualified institutional buyers (as defined in Rule
144A under the Act (Rule 144A)) and that, in connection with each such sale,
it has taken or will take reasonable steps to ensure that the purchaser of such
Securities is aware that such sale is being made in reliance on Rule 144A; or
(ii) in accordance with the restrictions set forth in Schedule V hereto.  11


(b) Neither it nor any
person acting on its behalf has made or will make offers or sales of the
Securities in the United States by means of any form of general solicitation or
general advertising (within the meaning of Regulation D) in the United States.  (c) It is either a
qualified institutional buyer (as defined in Rule 144A) or an accredited
investor (within the meaning of Regulation D).  (d) It will comply with
the Selling Restrictions for offers and sales outside the United States as set
forth in Schedule V hereto.  5.  Agreements.  The Company agrees with each Initial
Purchaser that:  (a) The Company will
furnish to each Initial Purchaser and to counsel for the Initial Purchasers,
without charge, during the period referred to in paragraph (c) below, as many
copies of the Offering Memorandum and any amendments and supplements thereto as
they may reasonably request.  (b) The Company will not
amend or supplement the Offering Memorandum unless, prior to a proposed
amendment or supplement, the Company shall have furnished the Representatives a
copy of such document for review and the Representatives shall not have
reasonably objected to such document.  (c) If at any time prior
to the completion of the sale of the Securities by the Initial Purchasers (as
determined by the Representatives), any event occurs as a result of which the
Offering Memorandum, as then amended or supplemented, would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, or if it should be necessary to amend or supplement
the Offering Memorandum to comply with applicable law, the Company promptly
(i) will notify the Representatives of any such event or non-compliance;
(ii) subject to the requirements of paragraph (b) of this Section 5, will
prepare an amendment or supplement that will correct such statement or omission
or effect such compliance; and (iii) will supply any supplemented or
amended Offering Memorandum to the several Initial Purchasers and counsel for
the Initial Purchasers without charge in such quantities as they may reasonably
request.  The Company will also promptly
inform the Representatives of any litigation or administrative action with
respect to the transactions contemplated by this Agreement or the Offering
Memorandum.  (d) The Company will
arrange, if necessary, for the qualification of the Securities for sale by the
Initial Purchasers under the laws of such jurisdictions as the Initial
Purchasers may reasonably designate and will maintain such qualifications in
effect so long as required for the sale of the Securities by the Initial
Purchasers; provided that in no event shall the Company be obligated to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to service of process in suits in any
jurisdiction in which it is not now so subject. 
The Company will promptly advise the Representatives of the receipt by
the Company of any  12


notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose.  (e) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) will, prior to completion of the exchange offer
to be made by the Company pursuant to the Registration Rights Agreement, resell
any Securities that have been acquired by any of them.  The Company will cause all Securities
accepted in such exchange offer to be canceled.  (f) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) will, directly or indirectly, make offers or
sales of any security, or solicit offers to buy any security, under
circumstances that would require the registration of the Securities under the
Act.  (g) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) will engage in any form of general solicitation
or general advertising (within the meaning of Regulation D) in connection with
any offer or sale of the Securities in the United States.  (h) So long as any of the
Securities are restricted securities within the meaning of Rule 144(a)(3)
under the Act, the Company will, during any period in which it is not subject
to and in compliance with Section 13 or 15(d) of the Exchange Act or it is not
exempt from such reporting requirements pursuant to and in compliance with Rule
12g3-2(b) under the Exchange Act, provide to each holder of such restricted
securities and to each prospective purchaser (as designated by such holder) of
such restricted securities, upon the request of such holder or prospective
purchaser, any information required to be provided by Rule 144A(d)(4) under the
Act.  (i) None of the Company,
the Guarantors or any of its or their Affiliates, nor any person acting on its
or their behalf (other than the Initial Purchasers and their Affiliates, as to
whom no representation is made) will engage in any directed selling efforts
with respect to the Securities.  Terms
used in this paragraph have the meanings given to them by Regulation S.  (j) The Company will
cooperate with the Representatives and use its reasonable best efforts to
permit the Securities and the Exchange Securities to be eligible for clearance
and settlement through The Depository Trust Company.  (k) None of the Company,
the Guarantors or any of its or their Affiliates will, for a period of 180 days
following the Execution Time, without the prior written consent of the
Representatives, offer, sell or contract to sell, or otherwise dispose of (or
enter into any transaction that is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective
economic disposition due to cash settlement or otherwise) by the Company or any
Affiliate of the Company or any  13


person in privity with the Company or any Affiliate of
the Company), directly or indirectly, or announce the offering of, any debt
securities issued or guaranteed by the Company (other than the Securities and
the Exchange Securities), except that the foregoing shall not apply to any
offering of debt securities whose proceeds are used substantially to purchase
all the capital stock of Norampac Inc. not currently owned by the Company.  (l) None of the Company,
the Guarantors or any of its or their Affiliates will take, directly or
indirectly, any action designed to or which has constituted or which might reasonably
be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Securities or the Exchange Securities.  (m) The Company will apply
the net proceeds from the sale of the Securities as set forth under the heading
Use of Proceeds in the Offering Memorandum.  (n) The Company agrees to
pay the costs and expenses relating to the transactions contemplated hereunder,
including, without limitation, the following: 
(i) the preparation of the Indenture and the Registration Rights
Agreement, the issuance of the Securities and the Exchange Securities and the
fees of the Trustee; (ii) the preparation, printing or reproduction of the
Offering Memorandum and each amendment or supplement to either of them;
(iii) the printing (or reproduction) and delivery (including postage, air
freight charges and charges for counting and packaging) of such copies of the
Offering Memorandum, and all amendments or supplements to either of them, as
may, in each case, be reasonably requested for use in connection with the
offering and sale of the Securities; (iv) the preparation, printing,
authentication, issuance and delivery of certificates for the Securities, including
any stamp or transfer taxes in connection with the original issuance and sale
of the Securities; (v) the printing (or reproduction) and delivery of this
Agreement, any blue sky memorandum and all other agreements or documents
printed (or reproduced) and delivered in connection with the offering of the
Securities; (vi) any registration or qualification of the Securities for
offer and sale under the blue sky laws of the several states or any
jurisdiction outside the United States and Canada (including filing fees and
the reasonable fees and expenses of counsel for the Initial Purchasers relating
to such registration and qualification not to exceed US$10,000);
(vii) admitting the Securities for trading in the PORTAL Market;
(viii) the reasonable transportation and other expenses incurred by or on
behalf of Company representatives in connection with presentations to
prospective purchasers of the Securities; (ix) the fees and expenses of
the Companys accountants and the fees and expenses of counsel (including local
and special counsel) for the Company; and (x) all other costs and expenses
incident to the performance by the Company of its obligations hereunder.  (o) The Company will, for
a period of twelve months following the Execution Time, furnish to the Initial
Purchasers all reports or other communications (financial or other) generally
made available to stockholders, and deliver to the Initial Purchasers (i) as
soon as they are available, copies of any reports and financial statements
furnished to or filed with the Commission or any securities exchange on which
any class of securities of the Company is listed and (ii) such additional
information concerning the  14


business and financial condition of the Company as the
Initial Purchasers may from time to time reasonably request (such statements to
be on a consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to stockholders).  (p) In connection with
sales in Canada, the Company agrees to make all filings reasonably required to
be made with securities regulatory authorities in Canada with respect to the
offering, sale and delivery of the Securities to the Initial Purchasers or
their Affiliates and the initial resale of the Securities by the Initial
Purchasers to purchasers in Canada, including, without limitation, any required
reports of the trades constituting such initial resales, and to pay all filing
or other fees applicable in connection therewith.  6.  Conditions to the Obligations of the Initial
Purchasers.  The
obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of
the Company and the Guarantors contained herein at the Execution Time and the
Closing Datepursuant to Section 1 hereof, to
the accuracy of the statements of the Company and the Guarantors made in any
certificates pursuant to the provisions hereof, to the performance by the
Company and the Guarantors of its or their obligations hereunder and to the
following additional conditions:  (a) The Company shall
have requested and caused Fraser Milner Casgrain LLP, Canadian counsel to the
Company and the Guarantors, to furnish to the Representatives its opinion,
dated the Closing Date and addressed to the Representatives, substantially in
the form of Exhibit A hereto.  (b) The Company shall
have requested and caused Jones Day, U.S. counsel to the Company and the
Guarantors, to furnish to the Representatives its opinion, dated the Closing
Date and addressed to the Representatives, substantially in the form of Exhibit
B hereto.  (c) The Company shall
have requested and caused Torys LLP, U.S. counsel to the Company, to furnish to
the Representatives its opinion, dated the Closing Date and addressed to the
Representatives, substantially in the form of Exhibit C hereto.  (d) The Company shall
have requested and caused Robert F. Hall, Vice President, Legal Affairs and
Corporate Secretary of the Company, to furnish to the Representatives his
opinion, dated the Closing Date and addressed to the Representatives,
substantially in the form of Exhibit D hereto.  (e) The Company shall
have requested and caused Manning, Fulton & Skinner, P.A., special North
Carolina counsel to the Company, to furnish to the Representatives its opinion,
dated the Closing Date and addressed to the Representatives, substantially in
the form of Exhibit E hereto.  (f) The Company shall
have requested and caused Jones Day, special French counsel to the Company, to
furnish to the Representatives its opinion, dated the  15


Closing Date and addressed to the Representatives,
substantially in the form of Exhibit F hereto.  (g) The Company shall
have requested and caused Jones Day, special German counsel to the Company, to
furnish to the Representatives its opinion, dated the Closing Date and
addressed to the Representatives, substantially in the form of Exhibit G
hereto.  (h) The Company shall have
requested and caused Jones Day, special U.K. counsel to the Company, to furnish
to the Representatives its opinion, dated the Closing Date and addressed to the
Representatives, substantially in the form of Exhibit H hereto.  (i) The Representatives
shall have received from Weil, Gotshal & Manges LLP, U.S. counsel for the
Initial Purchasers, such opinion or opinions, dated the Closing Date and
addressed to the Representatives, with respect to the issuance and sale of the
Securities, the Indenture, the Registration Rights Agreement, the Offering
Memorandum (as amended or supplemented at the Closing Date) and other related
matters as the Representatives may reasonably require, and the Company shall
have furnished to such counsel such documents as they request for the purpose
of enabling them to pass upon such matters.  (j) The Representatives
shall have received from Davies Ward Phillips & Vineberg LLP, Canadian
counsel for the Initial Purchasers, such opinion or opinions, dated the Closing
Date and addressed to the Representatives, with respect to the issuance and
sale of the Securities, the Indenture, the Registration Rights Agreement, the
Offering Memorandum (as amended or supplemented at the Closing Date) and other
related matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.  (k) The Company, on
behalf of itself and each Guarantor, shall have furnished to the Representatives
a certificate of the Company, signed by the Chairman of the Board or the
President and the principal financial or accounting officer of the Company,
dated the Closing Date, to the effect that the signers of such certificate have
carefully examined the Offering Memorandum, any amendment or supplement to the
Offering Memorandum and this Agreement and that (i) the representations and
warranties of each of the Company and the Guarantors in this Agreement are true
and correct on and as of the Closing Date with the same effect as if made on
the Closing Date, and each of the Company and the Guarantors has complied with
all the agreements and satisfied all the conditions on its part to be performed
or satisfied hereunder at or prior to the Closing Date; and (ii) since
September 30, 2004, there has been no material adverse change in the condition
(financial or otherwise), prospects, earnings, business or properties of the
Company and its Subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or
contemplated by the Offering Memorandum (exclusive of any amendment or
supplement thereto).  16


(l) At the Execution Time
and at the Closing Date, the Company shall have requested and caused
PricewaterhouseCoopers LLPto furnish to
the Representatives letters, dated respectively as of the Execution Time and as
of the Closing Date, substantially in the form attached hereto as Exhibit I
(with respect to the letter dated as of the Execution Time) and in the form and
substance satisfactory to the Representatives (with respect to the letter dated
as of the Closing Date).  (m) The Company and each
of the Guarantors shall have entered into the Registration Rights Agreement.  (n) The Securities shall
have been designated as PORTAL-eligible securities in accordance with the rules
and regulations of the NASD, and the Securities shall be eligible for clearance
and settlement through The Depository Trust Company.  (o) Subsequent to the
Execution Time and on or prior to the Closing Date, there shall not have been
any decrease in the rating of any of the Companys debt securities (including
the Securities) by any nationally recognized statistical rating organization
(as defined for purposes of Rule 436(g) under the Act) or any notice given of
any intended or potential decrease in any such rating or of a possible change
in any such rating that does not indicate the direction of the possible change.  (p) Prior to the Closing
Date, the Company shall have obtained all consents, approvals, authorizations
and orders of, and shall have duly made all registrations, qualifications and
filing with, any court or regulatory authority or other governmental agency or
instrumentality required in connection with the transactions contemplated by
the Offering Memorandum and the execution, delivery and performance of this
Agreement, except where the failure to have done so (i) would not have a
material adverse effect on the performance of this Agreement or the
consummation of any of the transactions contemplated hereby, and (ii) would not
have a Material Adverse Effect.  (q) Prior to the Closing
Date, the Company shall have furnished to the Representatives such further
information, certificates and documents as the Representatives may reasonably
request.  If any
of the conditions specified in this Section 6 shall not have been fulfilled in
all material respects when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be reasonably satisfactory in form and substance to the Representatives and
counsel for the Initial Purchasers, this Agreement and all obligations of the
Initial Purchasers hereunder may be canceled at, or at any time prior to, the
Closing Date by the Representatives. 
Notice of such cancellation shall be given to the Company in writing or
by telephone or facsimile confirmed in writing.  The
documents required to be delivered by this Section 6 shall be delivered at the
office of counsel for the Initial Purchasers, Weil, Gotshal & Manges LLP,
767 Fifth Avenue, New York, New York 10153, on the Closing Date.  7.  Reimbursement of Expenses.  If the sale of the Securities provided for
herein is not consummated because any condition to the obligations of the
Initial Purchasers set forth in  17


Section 6 hereof is not satisfied, because of any
termination pursuant to Section 10 hereof or because of any refusal,
inability or failure on the part of the Company or any Guarantor to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Initial Purchasers, the Company will reimburse the
Initial Purchasers severally through CIBC World Markets and Scotia Capital on
demand for all reasonable out-of-pocket expenses (including reasonable fees and
disbursements of counsel for the Initial Purchasers) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Securities.  8.  Indemnification and Contribution.  (a) The Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless each
Initial Purchaser, the directors, officers, employees and agents of each
Initial Purchaser and each person who controls any Initial Purchaser within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other federal, state or
foreign statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
relate to, arise out of, or are based upon any untrue statement or alleged
untrue statement of a material fact contained or incorporated by reference in
the Offering Memorandum (or in any supplement or amendment thereto) or any
information provided by the Company or any Guarantor to any holder or
prospective purchaser of Securities pursuant to Section 5(h), or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
out-of-pocket expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company and the Guarantors will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made or incorporated by reference in the
Offering Memorandum, or in any amendment thereof or supplement thereto, in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Initial Purchasers through the Representatives
specifically for inclusion therein.  This
indemnity agreement will be in addition to any liability that the Company and
the Guarantors may otherwise have.  (b) Each Initial
Purchaser severally and not jointly agrees to indemnify and hold harmless the
Company, the Guarantors, each of their directors, officers, employees, agents
and each person who controls the Company or any Guarantor within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company and the Guarantors to each Initial Purchaser, but
only with reference to written information relating to such Initial Purchaser
furnished to the Company and the Guarantors by or on behalf of such Initial
Purchaser through the Representatives specifically for inclusion in the
Offering Memorandum (or in any  18


amendment or supplement thereto).  This indemnity agreement will be in addition
to any liability that any Initial Purchaser may otherwise have.  (c) Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by
the indemnifying party of substantial rights and defenses; and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above.  The
indemnifying party shall be entitled to appoint counsel (including local
counsel) of the indemnifying partys choice at the indemnifying partys expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel, other than local
counsel if not appointed by the indemnifying party, retained by the indemnified
party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying partys
election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel for all indemnified parties (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party in
writing to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the indemnified
parties are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding.  (d) In the event that the
indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party for any reason, the
Company and the Guarantors, on the one hand, and the Initial Purchasers, on the
other, agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively Losses) to
which the Company and any Guarantor and  19


one or more of the Initial Purchasers may be subject
in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantors, on the one hand, and the Initial Purchasers,
on the other, from the offering of the Securities; provided, however,
that in no case shall any Initial Purchaser (except as may be provided in any
agreement among the Initial Purchasers relating to the offering of the
Securities) be responsible for any amount in excess of the purchase discount or
commission applicable to the Securities purchased by such Initial Purchaser
hereunder.  If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the Company,
the Guarantors and the Initial Purchasers shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of the Company and the Guarantors, on the one hand, and of the
Initial Purchasers, on the other, in connection with the statements, omissions,
actions or failure to act that resulted in such Losses, as well as any other
relevant equitable considerations. 
Benefits received (or anticipated to be received) by the Company and the
Guarantors shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by it, and benefits received (or
anticipated to be received) by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions in each case set forth on
the cover page of the Offering Memorandum. 
Relative fault shall be determined by reference to, among other things,
whether any untrue or any alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact or any other alleged
conduct relates to information provided by the Company or the Guarantors or
other conduct by the Company or the Guarantors, on the one hand, or the Initial
Purchasers, on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission.  The
Company, the Guarantors and the Initial Purchasers agree that it would not be
just and equitable if contribution were determined by pro rata allocation or
any other method of allocation that does not take account of the equitable
considerations referred to above. 
Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  For
purposes of this Section 8, each person who controls an Initial Purchaser
within the meaning of either the Act or the Exchange Act and each director,
officer, employee and agent of an Initial Purchaser shall have the same rights
to contribution as such Initial Purchaser, and each person who controls the
Company or a Guarantor within the meaning of either the Act or the Exchange Act
and each officer and director of the Company or a Guarantor shall have the same
rights to contribution as the Company or such Guarantor, subject in each case
to the applicable terms and conditions of this paragraph (d).  9.  Default by an Initial Purchaser.  If any one or more Initial Purchasers shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Initial Purchaser hereunder and such failure to purchase shall constitute
a default in the performance of its or their obligations under this Agreement,
the remaining Initial Purchasers shall be obligated severally to take up and
pay for (in the respective proportions which the amount of Securities set forth
opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Initial
Purchasers) the Securities which the defaulting Initial Purchaser or Initial
Purchasers agreed but failed to purchase; provided, however,
that in  20


the event that the aggregate amount of Securities that
the defaulting Initial Purchaser or Initial Purchasers agreed but failed to
purchase shall exceed 10% of the aggregate amount of Securities set forth in
Schedule I hereto, the remaining Initial Purchasers shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Initial Purchasers do not purchase all
the Securities, this Agreement will terminate without liability to any
nondefaulting Initial Purchaser or the Company and the Guarantors.  In the event of a default by any Initial
Purchaser as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding five Business Days, as the Representatives shall
determine in order that the required changes in the Offering Memorandum or in
any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve
any defaulting Initial Purchaser of its liability, if any, to the Company, the
Guarantors or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder.  10.  Termination.  This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Companys Common Stock shall have
been suspended by the Toronto Stock Exchange or trading in securities generally
on the New York Stock Exchange or the Toronto Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on either of
such Exchanges; (ii) a banking moratorium shall have been declared by U.S.
Federal, Canadian or New York State authorities; or (iii) there shall have
occurred any outbreak or escalation of hostilities, declaration by the United
States or Canada of a national emergency or war or other calamity or crisis the
effect of which on the financial markets is such as to make it, in the sole
judgment of the Representatives, impracticable or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Offering
Memorandum (exclusive of any amendment or supplement thereto).  11.  Representations and Indemnities to Survive.  The respective agreements, representations,
warranties, indemnities and other statements of the Company, the Guarantors or
their officers and of the Initial Purchasers set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of the Initial Purchasers or the Company,
the Guarantors or any of the officers, directors, employees, agents or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities.  The
provisions of Sections 7 and 8 hereof shall survive the termination or
cancellation of this Agreement.  12.  Notices.  All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to CIBC World Markets Corp. (fax
no.:(917) 332-4320), 425 Lexington Avenue, 3rd Floor, New York, New York 10017,
Attention: Joanne Wong, Executive Director and Senior Counsel, and to Scotia
Capital (USA) Inc. (fax no.:  (212)
225-6522), 1 Liberty Plaza, 25th Floor, New York, NY 10016,
Attention: Howard Steinberg, U.S. Chief Legal Officer & Head of Compliance;
or, if sent to the Company or any Guarantor, will be mailed, delivered or
telefaxed c/o Corporate Secretary (fax no.: (819) 363-5127) and confirmed to it
at 404 Marie-Victorin Boulevard, Kingsey Falls, Quebec, Canada J0A 1B0,
attention of the Legal Department.  21


13.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors, employees, agents and controlling persons referred to in
Section 8 hereof, and, except as expressly set forth in Section 5(h) hereof, no
other person will have any right or obligation hereunder.  14.  Applicable Law.  This Agreement and any claim, counterclaim or
dispute of any kind or nature whatsoever arising out of or in any way relating
to this Agreement (Claim), directly or indirectly, shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.  15.  Submission to Jurisdiction.  Except as set forth below, no Claim may be
commenced, prosecuted or continued in any court other than any New York State
or U.S. federal court located in the Borough of Manhattan, the city of New
York, New York, which courts shall have exclusive jurisdiction over the
adjudication of such matters, and each of the Company and the Guarantors
consents to the non-exclusive jurisdiction of such courts and personal service
with respect thereto.  Each of the
Company and the Guarantors hereby consents to personal jurisdiction, service
and venue in any court in which any Claim arising out of or in any way relating
to this Agreement is brought by any third party against any Initial Purchaser
or any indemnified party.  Each of the
Initial Purchasers, the Company and the Guarantors (on their respective behalf
and, to the extent permitted by applicable law, on behalf of their respective
shareholders and affiliates) waives all right to trial by jury in any action,
proceeding or counterclaim (whether based upon contract, tort or otherwise) in
any way arising out of or relating to this Agreement.  The Company and the Guarantors agree that a
final judgment in any such action, proceeding or counterclaim brought in any
such court shall be conclusive and binding upon the Company and the Guarantors,
as the case may be, and may be enforced in any other courts in the jurisdiction
of which the Company and the Guarantors are or may be subject, by suit upon
such judgment.  By
execution and delivery of this Agreement, each of the Company and the Guarantors
acknowledges that it has, by separate written instrument, appointed and
designated, without power of revocation, Cascades Boxboard U.S., Inc., with
offices on the date hereof located at 2255 Global Way, Hebron, Kentucky 41048,
as its authorized agent (the Authorized Agent) to accept and acknowledge on
its behalf service of any and all process which may be served in any Claim in
any way relating to or arising out of this Agreement or the transactions
contemplated hereby brought in any New York State or U.S. federal court located
in the Borough of Manhattan, the city of New York, New York.  Such service may be made by delivering a copy
of such process to each of the Company and such Guarantor in care of the Authorized
Agent at the address specified above for the Authorized Agent and obtaining a
receipt therefor, and each of the Company and the Guarantors hereby irrevocably
authorizes and directs the Authorized Agent to accept such service on its
behalf.  Each of the Company and the
Guarantors represents and warrants that the Authorized Agent has agreed to act
as said agent for service of process, and agrees that service of process in
such manner upon the Authorized Agent shall be deemed to the fullest extent
permitted by applicable law, in every respect effective service of process upon
each of the Company and such Guarantor in any Claim.  Each of the Company and the Guarantors
further agree to take any and all action, including the execution and filing of
any and all such documents and instruments, as may be necessary to continue
such designation and appointment  22


of the
Authorized Agent in full force and effect. 
Nothing herein contained shall, however, in any manner limit the rights
of the Initial Purchasers to serve process in any other manner permitted by
applicable law or obtain jurisdiction over the Company or any of the Guarantors
or bring suits, actions or proceedings against the Company or any of the
Guarantors in such other jurisdictions, and in such manner as may be permitted
by applicable law.  If the
Authorized Agent is consolidated with or merged into a Guarantor incorporated
in the United States (a U.S. Guarantor), then the surviving entity shall
succeed as, and shall be substituted for, the Authorized Agent.  If the Authorized Agent is consolidated with
or merged into a Subsidiary of the Company that is not a U.S. Guarantor, is
sold or transferred to another Person or is liquidated, then the Company shall
appoint another U.S. Guarantor or CT Corporation System as the authorized agent
for service of process.  16.  Waiver of Immunity.  Each of the Company and the Guarantors
irrevocably waive, to the fullest extent permitted by applicable law, with
respect to itself and its revenues and assets (irrespective of their use or
intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court,
(iii) attachment of the Companys or such Guarantors assets (whether
before or after judgment) and (iv) execution or enforcement of any
judgment arising out of or in any way relating to this Agreement to which the
Company or any of the Guarantors or its revenues or assets might otherwise be
entitled in any suit, action or proceeding in the courts of any jurisdiction
and irrevocably agrees, to the extent permitted by applicable law, that neither
the Company nor any of the Guarantors will claim any such immunity in any suit,
action or proceeding.  17.  Judgment Currency.  Each of the Company and the Guarantors that
is not a U.S. person (as that term is defined under Regulation S under the Act)
hereby covenant and agree that the following provisions shall apply to
conversion of currency in the case of this Agreement:  (a) If, for the purposes
of obtaining judgment in, or enforcing the judgment of, any court, it becomes
necessary to convert a sum due hereunder into any currency other than U.S.
dollars, the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be the rate at which in
accordance with normal banking procedures CIBC World Markets could purchase
U.S. dollars with such other currency in the city of New York on the Business
Day preceding that on which final judgment is given.  The obligations of the Company or any
Guarantor in respect of any sum due from it to any Initial Purchaser shall,
notwithstanding any judgment in a currency other than U.S. Dollars, not be
discharged until the first Business Day, following receipt by such Initial Purchaser
of any sum adjudged to be so due in such other currency, on which (and only to
the extent that) such Initial Purchaser may in accordance with normal banking
procedures purchase U.S. dollars with such other currency.  (b) The Company and each
Guarantor hereby agrees to indemnify the Initial Purchasers and each other
indemnified party related to any Initial Purchaser against any loss incurred by
any of them as a result of any judgment or order being given or made for any
amount due under this Agreement and such judgment or order being  23


expressed and paid in the judgment currency and as a
result of any variation as between (i) the rate of exchange at which the
U.S. dollar amount is converted into the judgment currency for the purpose of
such judgment or order and (ii) the spot rate of exchange in the city of
New York at which the Company or such Guarantor on the date of payment of
judgment or order is able to purchase U.S. dollars with the amount of the
judgment currency actually paid by the Company or such Guarantor.  The foregoing indemnity shall continue in
full force and effect notwithstanding any such judgment or order as aforesaid.  The term spot rate of exchange shall
include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, U.S. dollars.  18.  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.  19.  Obligations Joint and Several.  Each of the representations, warranties,
covenants and other agreements of the Company contained in this Agreement or in
any other agreement, document, certificate or instrument entered into or
delivered in connection herewith shall be deemed to be the joint and several
obligation of each Guarantor.  20.  Headings.  The section headings used herein are for
convenience only and shall not affect the construction hereof.  21.  Exclusive Agreement.  In the event that any subject matter covered
by the terms of this Agreement is also covered by any other arrangement among
the parties hereto, the terms of this Agreement shall control.  22.  Definitions.  The terms that follow, when used in this
Agreement, shall have the meanings indicated.  Act
shall mean the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.  Affiliate
shall have the meaning specified in Rule 501(b) of Regulation D.  Business
Day shall mean any day other than a Saturday, a Sunday or a legal holiday or a
day on which banking institutions or trust companies are authorized or
obligated by law to close in the city of New York or the city of Montreal.  Capital
Stock means, with respect to any Person, any shares or other equivalents
(however designated) of any class of corporate stock or partnership interests
or any other participations, rights, warrants, options or other interests in
the nature of an equity interest in such Person, including preferred stock, but
excluding any debt security convertible or exchangeable into such equity
interest.  CIBC
World Markets  shall mean CIBC World Markets Corp.  Commission
shall mean the U.S. Securities and Exchange Commission.  24


Exchange
Act shall mean the U.S. Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.  Execution
Time shall mean, the date and time that this Agreement is executed and
delivered by the parties hereto.  Investment
Company Act shall mean the U.S. Investment Company Act of 1940, as amended,
and the rules and regulations of the Commission promulgated thereunder.  Material
Adverse Effect shall mean, with respect to the Company, any effect that is
materially adverse to the condition (financial or otherwise), prospects,
earnings, business or properties of the Company and its Subsidiaries, taken as
a whole, whether or not arising from transactions in the ordinary course of
business.  NASD
shall mean the National Association of Securities Dealers, Inc.  Person
shall mean any individual, corporation, company (including any limited
liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.  Regulation
D shall mean Regulation D under the Act.  Regulation
S shall mean Regulation S under the Act.  Scotia
Capital shall mean Scotia Capital (USA) Inc.  Subsidiary
shall mean, in respect of any Person, any corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization or other business entity of which a majority of the
total voting power of all classes of Capital Stock then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by:  (a) such Person,  (b) such Person and one
or more Subsidiaries of such Person, or  (c) one or more
Subsidiaries of such Person.  Trust
Indenture Act shall mean the U.S. Trust Indenture Act of 1939, as amended, and
the rules and regulations of the Commission promulgated thereunder.  U.S. or the United States shall mean the United
States of America.  You or Your shall mean CIBC World Markets
and Scotia Capital.  25


If the
foregoing is in accordance with your understanding of our agreement, please
sign and return to us the enclosed duplicate hereof, whereupon this Agreement
and your acceptance shall represent a binding agreement between the Company and
the several Initial Purchasers.  Very truly yours,  For the Company:  Cascades Inc.   By
  /s/
  Robert HallName: Robert HallTitle: Vice-President,
  Legal Affairsand Corporate Secretary   For the following Guarantors:  3815285 Canada Inc. 3815315 Canada Inc. 6265642 Canada Inc. Cadmus and Cascades Recycling, Inc. Cascades Agri-Pak, Inc. Cascades Boxboard Group Inc. Cascades Boxboard U.S. Holdings, Inc. Cascades Boxboard U.S., Inc. Cascades Canada Inc. Cascades Diamond, Inc. Cascades Fine Papers Group Inc. Cascades Fine Papers Group Thunder Bay Inc. Cascades Inc. Cascades Nova Scotia Company Cascades Transport Inc. Conference Cup Inc. Dopaco Canada, Inc. Dopaco, Inc. Garven Incorporated Kingsey Falls Investments Inc. Les Séchoirs St-François Inc. Marathon Graphic Art Distributor Inc. Rabotage Lemay Inc. Scierie Lemay Inc. Wood Wyant Inc.   By
  /s/ Robert HallName: Robert HallTitle: Duly authorized officer or director  26


For the following Guarantors:  Cascades Auburn Fiber Inc. Cascades Delaware LLC Cascades Fine Papers Group (Sales) Inc. Cascades Fine Papers Group (USA) Inc. Cascades Moulded Pulp, Inc. Cascades Plastics Inc. Cascades SPG Holding Inc. Cascades Tissue Group - Arizona Inc. Cascades Tissue Group - IFC Disposables Inc. Cascades Tissue Group - New York Inc. Cascades Tissue Group - North Carolina Inc. Cascades Tissue Group - Oregon Inc. Cascades Tissue Group - Pennsylvania Inc. Cascades Tissue Group - Sales Inc. Cascades Tissue Group - Tennessee Inc. Cascades Tissue Group - Wisconsin Inc. Cascades USA Inc. W.H. Smith Paper Corporation   By
  /s/ Nathalie ThébergeName: Nathalie ThébergeTitle: Duly authorized officer or director   Dopaco Pacific LLC
  Dopaco Limited PartnershipBy Dopaco Pacific LLCIts General PartnerBy
  /s/ Richard J. Scanlan
  
  By
  /s/
  Richard J. ScanlanName: Richard J. Scanlan
  Name: Richard J. ScanlanTitle: Treasurer
  Title: Treasurer  27


The foregoing Agreement
is hereby confirmed and accepted as
of the date first above written.   CIBC World Markets Corp.   By:
  /s/
  Brian S. PermanName:
  Brian S. PermanTitle:
  Managing Director   Scotia Capital (USA) Inc.   By:
  /s/
  Greg WoynarskiName:
  Greg WoynarskiTitle:
  Managing Director   For themselves and the
other several Initial Purchasers named in
Schedule I to the foregoing Agreement.  28