SCHEDULE 10.11

                     REPAP ENTERPRISES INC.
       1991 Salaried Employees Amended Stock Option Plan
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PART 1 - PURPOSE AND PARTICIPANTS

1.01 Purpose. The purpose of the stock option plan (the "Plan") is to provide an
     incentive to, and serve to supplement the income of, certain Designated
     Participants, as herein defined, of Repap Enterprises Inc. (the
     "Corporation") and its subsidiaries by providing them with the opportunity
     to acquire a proprietary


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     interest in the Corporation through the grant of options (the "Options") to
     purchase Common Shares ("Common Shares") of the Corporation on the terms
     and conditions set forth in the Plan.

1.02 Designated Participants. Designated Participants entitled to participate in
     the Plan shall be those full-time salaried employees of the Corporation or
     any of its subsidiaries (as defined in section 2(2) of the Canada Business
     Corporations Act, as the same may be amended or replaced from time to time)
     who are designated solely by a committee of two or more directors (the
     "1991 Stock Option Committee"), in its absolute discretion, each of whom is
     appointed by the board of directors of the Corporation (the "board of
     directors") and who qualifies as a "disinterested person" within the
     meaning of Rule 16b-3 under the United States Securities Exchange Act of
     1934 or any successor rule or regulation. A Designated Participant shall
     also include a person who becomes a full-time salaried employee of the
     Corporation or of one of its subsidiaries within 30 days after his or her
     designation as such by the 1991 Stock Option Committee.

Notwithstanding the foregoing, the 1991 Stock Option Committee shall not
designate an insider as a Designated Participant if the effect of that
designation could result, together with all of the Corporation's previously
established share compensation arrangements, at any time, in (i) the number of
Common Shares reserved for issuance to insiders exceeding 10% of the outstanding
issue; (ii) the issuance to insiders, within a one-year period, of a number of
shares exceeding 10% of the outstanding issue; or (iii) the issuance to any one
insider and such insider's associates, within a one-year period, of a number of
Common Shares exceeding 5% of the outstanding issue. For the purposes of the
Plan, the terms "insider", "outstanding issue" and "share compensation
arrangements" shall have the meaning attributed to them respectively by the
Revised Policy on listed Company Share Incentive Arrangements of The Toronto
Stock Exchange dated March 22, 1994, as amended from time to time.

PART 2 - TERMS RELATING TO THE PLAN

2.01 Shares. Subject to Section 2.08 of the Plan, the aggregate number of Common
     Shares that may be purchased pursuant to Options granted under the Plan
     shall not exceed in the aggregate 1,000,000 Common Shares. In the event
     that Options granted under the Plan are surrendered, terminate or expire
     without being exercised, in whole or in part, new Options may be
     subsequently granted by the 1991 Stock Option Committee covering the Common
     Shares not purchased under any lapsed Options.

2.02 Participants. The participants in the Plan will be Designated Participants.

2.03 Number and Price of Optioned Common Shares.
     (a)  The number of Common Shares subject to an Option granted to a
          Designated Participant and, subject to subsection 2.03(c), the price
          at which the Option may be exercised (the "Option Price") shall be
          determined solely by resolution of the 1991 Stock Option Committee, in
          its absolute discretion.

     (b)  The total number of Common Shares reserved for issuance under Options
          and under any other employee stock option plans, options for services
          and employee stock purchase


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          plans of the Corporation for any one person shall not exceed five per
          cent (5%) of the outstanding Common Shares, from time to time; but
          this limitation shall not affect any outstanding options or the right
          of any person to exercise any such options granted pursuant to the
          terms of this Plan or any other plan of the Corporation.

     (c)  In no event shall the Option Price be less than the market price of
          the Common Shares at the time of the grant of the Option. The market
          price at the time of grant of an Option shall be the closing price of
          the Common Shares on The Toronto Stock Exchange on the trading day on
          The Toronto Stock Exchange preceding the day of the grant of that
          Option.

     (d)  If, as and when any Common Shares have been duly purchased and paid
          for in cash under the terms of an Option granted under the Plan and in
          accordance with the terms of the Option, those Common Shares shall be
          conclusively deemed allotted and issued, at that time, as fully paid
          and non assessable Common Shares at the price paid therefor.

2.04 Consideration, Option Period and Payment.
     (a)  The term of the Option granted hereunder (the "Option
          Period") shall be the period commencing on the day which is the first
          business day immediately following the date of the grant and
          terminating at 5 p.m. (Montreal time) on the fifth anniversary of the
          date of the grant, except as the same may be reduced with respect to
          any Option as provided in Section 2.06 of the Plan covering cessation
          as a full-time salaried employee of the Corporation or any
          subsidiaries, as the case may be, of the Designated Participant.

     (b)  Options may be exercised (in each case to the nearest full share) at
          any time and from time to time during the Option Period, in whole or
          in part, upon and subject to the terms and conditions determined by
          the 1991 Stock Option Committee.

     (c)  Except as set forth in Sections 2.06 and 2.07 of the Plan, no Option
          may be exercised unless the Designated Participant is at the time of
          exercise a full-time salaried employee of the Corporation or of one of
          its subsidiaries and shall, subject to Section 1.02, have been a
          full-time salaried employee continuously since the grant of the
          Option.

     (d)  The exercise of any Option will be contingent upon receipt
          by the Corporation (i) of a duly signed written notice of
          exercise substantially in the form attached as Schedule One,
          specifying the number of Common Shares with respect to which
          the Option is being exercised and (ii) a certified cheque or
          bank draft for the full purchase price of Common Shares with
          respect to which the Option is exercised.  No Designated
          Participant or his legal representatives will be, or will be
          deemed to be, a holder of any Common Shares subject to an
          Option under the Plan, unless and until certificates for
          such Common Shares are issued to him or them under the terms
          of the Plan.




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     (e)  A Designated Participant shall have no right whatsoever as a
          shareholder of the Corporation in respect of any of the
          Common Shares covered by an Option (including any right to
          receive dividends or other distributions therefrom or
          thereunder) other than in respect of Common Shares in
          respect of which the Designated Participant shall have
          exercised an Option to purchase under the Plan and which the
          Optionee shall have actually taken up and paid for in full.

     (f)  Each Option shall be subject to the requirement that if at
          any time the 1991 Stock Option Committee shall determine
          that the listing, registration or qualification of the
          Common Shares subject thereto upon any securities exchange
          or under any applicable securities law or the consent or
          approval of any governmental or regulatory body is necessary
          or desirable in connection with the issue or purchase of the
          Common Shares subject thereto, then no such Option may be
          exercised in whole or in part unless such listing,
          registration, qualification, consent or approval shall have
          been effected or obtained free of any conditions not
          acceptable to the 1991 Stock Option Committee.

2.05 Transferability. The Option granted pursuant to the Plan shall not be
     transferable otherwise than by will or by the laws of descent and
     distribution. During the lifetime of a holder of an Option, the Option
     shall be exercisable only by the holder.

2.06 Ceasing to be a Full-time Salaried Employee.
     (a)  If a Designated Participant shall cease to be a fulltime
          salaried employee of the Corporation or its subsidiaries for any
          reason other than death, retirement at normal retirement age or any
          other reason acceptable to the Corporation (as determined by the 1991
          Stock Option Committee), he may, but only during the Option Period or
          until 5:00 p.m. (Montreal time) on the ninetieth day following the
          date on which he ceased to be a full-time salaried employee, whichever
          first occurs, exercise his Option to the extent that he was entitled
          to exercise it at the date of that cessation. Upon the expiration of
          the Option Period, as altered by this Section 2.06, the Option
          previously granted under this Plan to a Designated Participant shall
          ipso facto cease and terminate and be of no further force or effect
          whatsoever, except only to the extent of the number of Common Shares
          then duly purchased and paid for.

     (b)  Nothing contained in the Plan, nor in any Option granted pursuant to
          the Plan, shall as such confer upon a Designated Participant any right
          with respect to continuance as a full-time salaried employee of the
          Corporation or one of its subsidiaries.

2.07 Death of Designated Participant. In the event of the death of a Designated
     Participant, the Option previously granted to him shall be exercisable
     until the expiration of the Option Period or until 5:00 p.m. (Montreal
     time) on the one hundred and eightieth day following the date of death of
     the Designated Participant, whichever last occurs, and then only:




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     (i)  by the person or persons to whom the Designated Participant's rights
          under the Option shall pass by the Designated Participant's will or
          the laws of descent and distribution; and

     (ii) if and to the extent that he was entitled to exercise the Option at
          the date of his death.

Upon the expiration of the Option Period, as extended, if at all, by this
Section 2.07, the Option previously granted under the Plan to the Designated
Participant shall ipso facto cease and terminate and be of no further force or
effect whatsoever, except only to the extent of the number of Common Shares then
duly purchased and paid for.

2.08 Adjustment in Common Shares Subject to the Plan.
     (a)  In the event of any subdivision or redivision of the Common
          Shares of the Corporation into a greater number of Common Shares at
          any time after the date of the Plan and prior to the expiry time of an
          Option held by any Designated Participant, the Corporation shall
          deliver to that Designated Participant at the time of any subsequent
          exercise of his Option in accordance with the terms hereof, in lieu of
          the number of Common Shares to which he was theretofore entitled upon
          exercise, but for the same aggregate consideration payable therefore,
          such number of Common Shares as that Designated Participant would have
          held as a result of the subdivision or redivision if on the record
          date thereof the Designated Participant had been the registered holder
          of the number of Common Shares to which he was theretofore entitled
          upon exercise.

     (b)  In the event of any consolidation of the Common Shares of
          the Corporation into a lesser number of Common Shares at any
          time after the date of the Plan and prior to the expiry time
          of an Option held by any Designated Participant, the
          Corporation shall deliver to that Designated Participant at
          the time of any subsequent exercise of his Option in
          accordance with the terms hereof, in lieu of the number of
          Common Shares to which he was theretofore entitled upon
          exercise, but for the same aggregate consideration payable
          theretofore, such number of Common Shares as that Designated
          Participant would have held as a result of the consolidation
          if on the record date thereof the Designated Participant had
          been the registered holder of the number of Common Shares to
          which he was theretofore entitled upon exercise.

     (c)  If at any time prior to the expiry time of the Option held
          by a Designated Participant the Common Shares of the
          Corporation shall be reclassified, reorganized or otherwise
          changed, otherwise than as specified in Subsections 2.08 (a)
          and (b) of the Plan or, subject to amendment or discontinuance
          of the Plan pursuant to its terms and conditions, the
          Corporation shall consolidate, merge or amalgamate with or
          into another corporation (the corporation resulting or
          continuing from such consolidation, merger or amalgamation
          being herein called the "Successor Corporation"), the
          Designated Participant shall be entitled to receive upon the
          subsequent exercise of his Option in accordance with the terms
          hereof and shall accept in lieu of the number of Common Shares
          then subscribed for, but for the same aggregate consideration
          payable therefore, the aggregate number of shares of the


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          appropriate class and other securities of the Corporation or the
          Successor Corporation, as the case may be, and other consideration
          from the Corporation or the Successor Corporation, as the case may be,
          that the Designated Participant would have been entitled to receive as
          a result of the reclassification, reorganization or other change of
          shares or, as a result of the consolidation, merger or amalgamation,
          if on the record date of the reclassification, reorganization or other
          change of shares or the effective date of the consolidation, merger or
          amalgamation, as the case may be, he had been the registered holder of
          the number of Common Shares to which he was immediately theretofore
          entitled upon exercise.

     (d)  Any fractional Common Shares or other shares resulting from any
          adjustment under Section 2.08(a), (b) or (c) of the Plan shall be
          eliminated.

PART 3 -  GENERAL

3.01 Benefits and Rights. No benefits or rights accruing to any Designated
     Participant in accordance with the terms and conditions of the Plan shall
     be transferrable unless specifically provided herein. During the lifetime
     of a Designated Participant any benefits or rights may only be exercised by
     the Designated Participant.

3.02 Record Keeping. The Corporation shall maintain a register in which shall be
     recorded: (i) the name and address of each Designated Participant, (ii) the
     number of Options granted to a Designated Participant, (iii) the number of
     Common Shares under Options and (iv) the number of Common Shares subscribed
     and paid for pursuant to Options.

3.03 Necessary Approvals. The obligation of the Corporation to issue and deliver
     Common Shares in accordance with the Plan is subject to any approvals which
     may be required from any regulatory authority or stock exchange having
     jurisdiction over the securities of the Corporation. If any Common Shares
     cannot be issued to any Designated Participant for whatever reason, the
     obligation of the Corporation to issue Common Shares shall terminate and
     any Option exercise price paid to the Corporation will be returned to the
     Designated Participant.

3.04 Common Shares. As used in this Plan, "Common Shares" means subordinate
     voting shares in the capital of the Corporation, subject to Section 2.08 of
     the Plan.

3.05 Administration and Amendment of the Plan.
     (a)  The Plan will be administered by the 1991 Stock Option
          Committee. The board of directors may, from time to time, remove
          members from the 1991 Stock Option Committee or add members thereto,
          and vacancies in the 1991 Stock Option Committee, however caused,
          shall be filled by action of the board of directors. Subject to the
          provisions of the Plan, the 1991 Stock Option Committee shall have
          sole authority, in its absolute discretion, to determine the time and
          frequency when Options shall be granted, the terms of such Options and
          the number of Common Shares for which Options shall be granted. The
          grant of Options under the Plan shall


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          be effected by execution of a stock option agreement in the form
          approved by the 1991 Stock Option Committee. The 1991 Stock Option
          Committee shall have the authority to do everything necessary and
          appropriate to administer the Plan, including, without limitation,
          interpreting the Plan and executing all instruments, undertakings,
          applications and writings as they, in their absolute discretion,
          consider necessary for the implementation of rules and regulations by
          the 1991 Stock Option Committee for administering the Plan and from
          time to time amending or rescinding such rules or regulations. Any
          interpretation or construction of any provision of the Plan and any
          decision or determination by the 1991 Stock Option Committee shall be
          final, conclusive and binding on all optionees and their successors,
          and upon all other persons claiming under or through any of them. All
          administration costs of the Plan shall be paid by the Corporation.

     (b)  Subject to the prior approval of The Toronto Stock Exchange
          and any other stock exchange on which the Common Shares are
          listed for trading, the board of directors reserves the
          right to amend, modify or terminate the Plan at any time if
          and when it is advisable in the absolute discretion of the
          board of directors, except with respect to any Options then
          outstanding under the Plan; provided, however, that, without
          the approval of a majority of the Corporation's shareholders,
          no amendment or modification may be made which would (i)
          materially increase the benefits accruing to Designated
          Participants under the Plan, (ii) materially increase the
          number of Common Shares which may be issued under the Plan
          (except by operation of Section 2.08 of the Plan) or (iii)
          materially modify the requirements as to eligibility for
          participation in the Plan.

     (c)  Should changes be required in this Plan by any securities
          commission, stock exchange or other governmental or
          regulatory body of any jurisdiction to which this Plan or
          the Corporation now is or hereafter becomes subject, those
          changes shall be made in this Plan in accordance with
          Section 3.05(b) of the Plan as are necessary to conform with
          those requirements.  If changes are approved by the board of
          directors, this Plan, as amended, shall be filed with the
          records of the Corporation and shall remain in full force
          and effect in its amended form.

3.06 Escrow. Common Shares to be issued upon exercise of an Option shall be
     escrowed if required by any applicable law, regulation, regulatory body or
     stock exchange, and the Designated Participant shall, upon request by the
     Corporation, execute an escrow agreement in form required or requested by a
     regulatory body, stock exchange or the Corporation and no Common Shares
     shall be issued on exercise of an Option if the required escrow agreement
     is not entered into by the Designated Participant.

3.07 Legal Opinion. Common Shares to be issued upon exercise of an Option to a
     Designated Participant who is not residing in Canada shall be subject to
     the receipt, by the Corporation, of a favorable legal opinion addressed to
     the Corporation by a legal counsel designated by the Corporation,
     establishing that all formalities, registration, consent, approval and
     filing required


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     under any applicable laws, if any, have been done or obtained in order to
     issue Common Shares to that Designated Participant.

3.08 No Representation or Warranty. The Corporation makes no representation or
     warranty as to the future market value of any Common Shares issued in
     accordance with the provisions of the Plan.

3.09 Interpretation. The Plan will be governed by and construed in accordance
     with the laws of Canada and of the Province of Quebec.






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                              SCHEDULE A

                        REPAP ENTERPRISES INC.

                          Exercise of Option


     The undersigned hereby exercises the option to purchase ___________
_____________ Common Shares in the capital of Repap Enterprises Inc. pursuant to
the 1991 Stock Option Plan, as amended, at a price per share of $__________
granted to him by agreement dated _______________ and tenders a cheque therefore
in the amount of $_____________.


     Dated this __________ day of ____________________ 19_______.




                              Signature of Designated Participant


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                              Name and Address of Designated
                              Participant



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