Exhibit 10.13                                                               NQSO


                          STOCK OPTION GRANT AGREEMENT

         This STOCK OPTION GRANT AGREEMENT (the  "Agreement") is dated effective
March 23, 1999 (the "Grant Date"),  between Repap  Enterprises  Inc., a Canadian
corporation (the "Company") and F. Steven Berg (the"Executive").

                               W I T N E S S E T H

         WHEREAS,  the Company and the Executive have entered into an employment
agreement, effective as of January 27, 1999 (the "Employment Agreement");

         WHEREAS, pursuant to the terms of the Employment Agreement, the Company
agreed to grant to the  Executive  an  option  to  purchase  75  million  of the
Company's  Common  Shares  on such  terms  and  conditions  as set  forth in the
Employment Agreement and as may be agreed to by the parties;

         WHEREAS,  the parties  hereto  desire to set forth in writing the terms
and  conditions  of the portion of the option which is intended to  constitute a
nonqualified  stock option to purchase 75 million of the Company's Common Shares
(the "Option").

         NOW  THEREFORE,  in  consideration  of the  foregoing,  of  the  mutual
promises  contained in the Employment  Agreement and herein,  the parties hereto
hereby agree that the terms and conditions of the Option are as follows:

         1. Grant of  Option.  The  Executive  is hereby  granted  an Option to
purchase from the Company 75 million of the Company's Common Shares,  at a price
per share of U.S. $.05 (the "Option Price").

         2. Tax  Matters.  No part of the Option  granted  hereby is intended to
qualify as an "incentive stock option" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

         3. Exercisability.  Subject to Sections 4 and 5 below, the Option shall
become vested and exercisable in two  installments as follows:  50% on the first
anniversary of the Grant Date and the remaining 50% on the second anniversary of
the Grant Date.

         4. Termination of Option. Except as provided in the following sentence,
the Option shall expire on the tenth (10th)  anniversary  of the Grant Date and,
to the extent vested, shall be exercisable by the Executive (or, in the event of
the Executive's death, the legal  representative of the Executive's  estate), in
whole or in part,  and at any time during such ten (10) year term without regard
to the Executive's termination of employment.  Notwithstanding the foregoing, in
the event the  Executive is  terminated  for "Cause" (as such term is defined in
the Employment  Agreement),  the Option shall immediately terminate and shall be
null and void.


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         5.       Acceleration of Vesting.

         (a) If the  Executive's  employment by the Company is terminated (i) by
the Company  without Cause,  or (ii) by the Executive for "Good Reason" (as such
term is defined in the  Employment  Agreement),  the Option  shall  become fully
vested and exercisable in accordance with the terms of this Agreement.

         (b)  Upon a  "Change  of  Control"  (as  such  term is  defined  in the
Employment  Agreement)  or within  six (6)  months  prior to a Change of Control
(whether by the Executive with or without Good Reason or by the Company  without
Cause),  the Option shall become fully vested and exercisable in accordance with
the terms of this Agreement.

         (c) The Compensation Committee of the Company's Board of Directors (the
"Committee")   may,  in  its  sole   discretion,   accelerate  the  vesting  and
exercisability of the Option at any time and for any reason.

         6. Method of Exercise. Subject to Sections 3, 4 and 5 above, the Option
may be  exercised  in whole or in part at any time  during the Option  term,  by
giving written notice of exercise to the Company specifying the number of Common
Shares to be  purchased,  accompanied  by payment  in full of the Option  Price.
Common Shares purchased pursuant to the exercise of the Option shall be paid for
at the time of exercise as follows: (a) in cash or by check, bank draft or money
order payable to the order of Company;  (b) if the Common Shares are traded on a
national  securities  exchange,  the Nasdaq  Stock  Market,  Inc. or quoted on a
national  quotation system  sponsored by the National  Association of Securities
Dealers or, to the extent permissible,  on an international securities exchange,
through a "cashless"  exercise  procedure  through a broker where the  Executive
delivers  irrevocable  instructions  to the  broker to deliver  promptly  to the
Company an amount equal to the Option  Price;  (c) by payment in full or part in
the form of Common  Shares owned by the  Executive  for a period of at least six
(6)  months  (and for which the  Executive  has good title free and clear of any
liens and  encumbrances)  based on the fair market value of the Common Shares on
the payment date; or (d) on such other terms and conditions as may be acceptable
to the  Committee  (which may include the  surrender of a vested  portion of the
Option).

         7.  Restriction  on  Transfer  of  Option.  Subject  to  the  following
sentence, the Option granted hereby is not transferable other than by will or by
the laws of descent and  distribution and may be exercised only by the Executive
during  his  lifetime.   Notwithstanding  the  foregoing,   the  Option  may  be
transferred,  subject to applicable regulatory  compliance,  if required, by the
Executive to: (a) the Executive's spouse, children, stepchildren, grandchildren,
great-grandchildren and later generations of issue, step-parents or parents (the
"Immediate Family Members");  (b) a trust or trusts for the exclusive benefit of
such Immediate  Family Members and/or the Executive;  (c)  partnerships in which
such Immediate Family Members are the only partners;  or (d) a limited liability
company in which such Immediate Family Members are the only members. Any attempt
to transfer  the Option,  except as described  in the prior  sentence,  shall be
void.  The Option shall not, in any manner,  be used for the payment of, subject
to,  or  otherwise  encumbered  by or  hypothecated  for the  debts,  contracts,
liabilities,  engagements  or torts of any person who shall be  entitled to such
Option,  nor shall it be subject to  attachment  or legal process for or against
such person.


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         8. Rights as a  Stockholder.  The  Executive  shall have no rights as a
stockholder  with respect to any Common  Shares  covered by the Option until the
Executive  shall  have  become  the  holder  of  record  of the  shares,  and no
adjustments shall be made for dividends in cash or other property, distributions
or other  rights in respect of any such  shares,  except as  otherwise  provided
herein.

         9.       Changes in Common Shares.

         (a) In the event of any change in the capital  structure or business of
the Company by reason of any stock  dividend or  extraordinary  dividend,  stock
split  or  reverse  stock  split,  recapitalization,   reorganization,   merger,
consolidation,  amalgamation,  split-up,  combination  or  exchange  of  shares,
non-cash  distributions with respect to its outstanding Common Shares or capital
stock other than Common Shares,  reclassification of its capital stock, any sale
or transfer of all or part of the Company's  assets or business,  or any similar
change affecting the Company's  capital  structure or business and the Committee
determines  in good faith that an  adjustment  is  necessary or  appropriate  to
prevent substantial dilution or enlargement of the Executive's rights under this
Agreement or as otherwise  necessary to reflect the change,  then the  aggregate
number  and kind of shares to be issued  upon  exercise  of the  Option  and the
Option Price shall be appropriately adjusted consistent with such change in such
manner as the Committee may deem  equitable to prevent  substantial  dilution or
enlargement  of the  Executive's  rights  under this  Agreement  or as otherwise
necessary to reflect the change.

         (b) Fractional  Common Shares  resulting from any adjustment in Options
pursuant to Section 9(a) shall be aggregated  until, and eliminated at, the time
of exercise.  No  fractional  Common Shares shall be issued  hereunder  and, the
Company shall pay the  Executive  cash in lieu any  fractional  Common Shares in
settlement of the Option granted hereunder.  The Committee shall promptly notify
the Executive in the event any adjustment under this Section 9 is made.

         10. Termination or Amendment.  This Agreement may at any time, and from
time to time,  be  amended,  in whole or in part,  or  suspended  or  terminated
entirely,  retroactively or otherwise; provided, however, that, unless otherwise
required by law or specifically  provided  herein,  the rights of Executive with
respect to the Option, may not be impaired without the consent of the Executive.

         11.   Administration.   This  Agreement  shall  be   administered   and
interpreted by the Committee.  The determinations of the Committee in connection
with this Agreement shall be final, conclusive and binding on the Company and on
the Executive and their  respective  executors,  administrators,  successors and
assigns.

         12. Legend. Certificates for Common Shares delivered hereunder shall be
subject to such stock transfer  orders and other  restrictions  as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
Securities  and Exchange  Commission,  any stock  exchange upon which the Common
Shares are then listed or any national securities  association system upon whose
system the Common  Shares are then  quoted,  any  applicable  Federal,  state or
provincial  securities law, and any applicable  corporate law, and the Committee
may  cause a  legend  or  legends  to be put on any  such  certificates  to make
appropriate reference to such restrictions.



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         13.  Withholding  of Taxes.  The Company shall have the right to deduct
from any payment to be made to the Executive,  or to otherwise require, prior to
the  issuance  or  delivery  of any  Common  Shares or the  payment  of any cash
hereunder,  payment by the Executive of, any Federal, state, provincial or local
taxes  required  by  law  to be  withheld.  The  Company  may  permit  any  such
withholding  obligation  to be satisfied by reducing the number of Common Shares
otherwise deliverable or by delivering Common Shares already owned. Any fraction
of a Common Share required to satisfy such tax obligations  shall be disregarded
and the amount due shall be paid instead in cash by the Executive.

         14.  Governing Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of Connecticut (regardless of the law that
might otherwise  govern under applicable  Connecticut  principles of conflict of
laws).

         15. Other  Benefits.  The Option granted  hereunder shall not be deemed
compensation for purposes of computing benefits under any retirement plan of the
Company or its  affiliates  and it shall not affect any benefits under any other
benefit  plan now or  subsequently  in effect  under which the  availability  or
amount of  benefits  is related to the level of  compensation,  except as may be
specifically set forth in the documents governing such plan.

         16. Death. The Company may in its discretion  require the transferee of
the Executive's Option to supply it with written notice of the Executive's death
and to supply it with a copy of the will or such other evidence as the Committee
deems  necessary  to establish  the validity of the transfer of the Option.  The
Company may also require the  agreement of the  transferee to be bound by all of
the terms and conditions of this Agreement.

         17.  Severability  of  Provisions.  If any provision of this  Agreement
shall be held invalid or  unenforceable,  such  invalidity  or  unenforceability
shall not  affect  any  other  provisions  hereof,  and the  Agreement  shall be
construed and enforced as if such provisions had not been included.

         18. Section  Headings.  The section headings used in this Agreement are
included solely for  convenience and shall not affect,  or be used in connection
with, the interpretation of this Agreement.

         19. Notices.  Any notice or  communication  given hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person or,
in the case of notice to the Company,  by facsimile to the facsimile  number set
forth below  confirmed by  simultaneous  notice by mail,  or when  dispatched by
telecopy,  or one  business  day after  having been  dispatched  by a nationally
recognized  courier  service or three  business days after having been mailed by
United States  registered or certified mail, return receipt  requested,  postage
prepaid,  to the appropriate  party at the address (or, in the case of notice to
the Company,  facsimile  number) set forth below (or such other facsimile number
or address as the Company or you shall hereafter from time to time specify).


                  If to the Company, to:

                           Repap Enterprises Inc.


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                           300 Atlantic Street, Suite 200
                           Stamford, Connecticut 06901

                           If to the Executive, to:

                           F. Steven Berg
                           P.O. Box 1089
                           Loxahatchee, Florida 33470


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.


                                      REPAP ENTERPRISES INC.


                                      By:  /s/                    
                                          ----------------------------
                                          Stephen W. Phillips
                                          Chairman of the Compensation Committee
                                          of the Board of Directors


                                       F. STEVEN BERG

                                          /s/                    
                                          ----------------------------



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