Exhibit
1.3  EXECUTION
COPY  CASCADES INC.  US$100,000,000  71⁄4% Senior Notes
Due 2013  Purchase Agreement  New York, New York June 30, 2003  Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 as Representative 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$100,000,000 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, 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
June 30, 2003 (as amended or supplemented at the Execution Time, including
any and all exhibits thereto, 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 on the front cover page in the
last paragraph, and under the heading Plan of Distribution the last sentence
of the third paragraph, the fifth and sixth sentences of the ninth paragraph,
the entire tenth paragraph, and the fifth and sixth sentences of the twelfth
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).  (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.  (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   2


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) It is not necessary in connection with the offer,
sale or delivery of the Securities to the Initial Purchasers in the manner
contemplated by the Offering Memorandum and this Agreement to qualify the
Indenture 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 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   3


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 due authorization, execution and delivery thereof 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 (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   4


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 the Trust
Indenture Act and Canadian 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 may have to be filed with appropriate Canadian provincial securities
commissions 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 included in 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 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 items entitled Pro
forma interest expense and Pro forma total debt and the related   5


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, 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.   6


(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 included in 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
included in 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 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   7


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.  (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.   8


(kk)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.  (ll)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.  (mm)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 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.  (nn)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   9


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.  (oo)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.  (pp)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.  (qq)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).  (rr)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.  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 106.58125% 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   10


consists of a base purchase price for the Securities
of 103.5% of the principal amount thereof, plus accrued interest of 3.08125%
from February 5, 2003 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 July 8, 2003, 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.  (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   11


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 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   12


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 Citigroup Global Markets, 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 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   13


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
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   14


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
Goulston & Storrs, P.C., special Massachusetts 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 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 D hereto.  (e) 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 E
hereto.  (f) 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 F
hereto.  (g) The Company shall have requested and caused Jones
Day, special French 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 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 H hereto.  (i) 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 I hereto.   15


(j) 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.  (k) 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.  (l) 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 March 31, 2002, 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).  (m) 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 J (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).  (n) The Company and each of the Guarantors shall have
entered into the Registration Rights Agreement.  (o) 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.   16


(p) 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.  (q) 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.  (r) 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 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 Citigroup Global Markets 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   17


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 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 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 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   18


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 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   19


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 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   20


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
the Citigroup Global Markets General Counsel (fax no.: 
(212) 816-7912) and confirmed to the General Counsel, Citigroup Global
Markets at 388 Greenwich Street, New York, New York 10013 Attention: 
General Counsel; 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.  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   21


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 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   22


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 Citigroup Global 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 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   23


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.  Citigroup Global Markets
shall mean Citigroup Global Markets Inc.  Commission shall mean
the U.S. Securities and Exchange Commission.  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.   24


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.  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 Citigroup Global Markets.   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 F. HallName: Robert F. HalTitle: Vice President
  Legal Affairs  For the
Guarantors:  Cadmus and Cascades Recycling, Inc. Cascades Agri-Pak, Inc. Cascades Auburn Fiber Inc. Cascades Diamond, Inc. Cascades Dominion Inc. Cascades East Angus Inc. Cascades Enviropac Inc. Cascades Fine Papers Group (Sales) Inc. Cascades Fine Papers Group (USA) Inc. Cascades Fine Papers Group Inc. Cascades Fine Papers Group Thunder Bay Inc. Cascades Forma-Pak Inc. Cascades Inopak Inc. Cascades Lupel Inc. Cascades Moulded Pulp, Inc. Cascades Multi-Pro Inc. Cascades Plastics Inc. Cascades SPG Holding Inc. Cascades Tissue Group  California Inc. Cascades Tissue Group  IFC Disposables Inc. Cascades Tissue Group  Mechanicville 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  Wisconsin Inc. Cascades Tissue Group Inc. Désencrage C.M.D. Inc. Marathon Graphic Art Distributor Inc. Matériaux Cascades Inc. Plastiques Cascades Inc. Wood Wyant Inc. 2851-5351 Québec Inc. (Commec enr.) 3815285 Canada Inc. 3815315 Canada Inc. 4089235 Canada Inc. 4089260 Canada Inc. 4089278 Canada Inc. 4089294 Canada Inc. Cascades Boxboard Group Inc. Cascades Boxboard Inc. Cascades Boxboard U.S., Inc. Cascades FjordCell Inc. Cascades Boxboard U.S. Holdings, Inc.   By
  /s/ Robert
  HallName: Robert HallTitle: Duly authorized
  officer or director   26


The foregoing Agreement is hereby confirmed and accepted as of the date first above written.   Citigroup Global Markets Inc.   By: Citigroup Global Markets Inc.   By:
  /s/
  Svetoslav NikovName:
  Svetoslav NikovTitle:
  Vice President   For themselves and the other several Initial Purchasers named in Schedule I to the foregoing Agreement.  27