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                            AINSWORTH LUMBER CO. LTD.

                   US$275,000,000 7 1/4% SENIOR NOTES DUE 2012

               US$175,000,000 SENIOR FLOATING RATE NOTES DUE 2010


                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT


                                                            September 22, 2004


Deutsche Bank Securities Inc.
Goldman Sachs & Co.
c/o Deutsche Bank Securities Inc.
    60 Wall Street
    New York, New York  10005

Ladies and Gentlemen:

     Ainsworth Lumber Co. Ltd., a corporation amalgamated under the laws of the
Province of British Columbia (the "Company"), proposes to issue and sell to the
Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) US$450,000,000 aggregate principal amount of its
senior notes (consisting of US$275,000,000 7 1/4% Senior Notes due 2012 (the
"Fixed Rate Notes") and US$175,000,000 Senior Floating Rate Notes due 2010 (the
"Floating Rate Notes")), which are unconditionally guaranteed by the Guarantor.
As an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company and Guarantor agree with the Purchasers for the benefit of holders (as
defined herein) from time to time of the Transfer Restricted Securities (as
defined herein) as follows:

1.   Certain Definitions. For purposes of this Exchange and Registration Rights
Agreement, the following terms shall have the following respective meanings:

          "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

          The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

          "Canadian Securities Laws" shall mean securities legislation
     promulgated by any province of Canada and the rules and regulations
     thereunder.

          "Closing Date" shall mean the date on which the Securities are
     initially issued.

          "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

          "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "Electing Holder" shall mean any holder of Transfer Restricted
     Securities that has returned a completed and signed Notice and
     Questionnaire to the Company in accordance with Section 3(d)(ii) or
     3(d)(iii) hereof.



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          "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

          "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

          "Guarantor" shall mean Ainsworth Engineered Corp. and its successor
     and assigns.

          The term "holder" shall mean the Purchasers and other persons who
     acquire Transfer Restricted Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Transfer Restricted Securities; provided that for purposes of any
     obligation of the Company to give notice to any holders, "holder" shall
     mean the record owner of Transfer Restricted Securities.

          "Indenture" shall mean the Indenture dated as of September 22, 2004
     among the Company, the Guarantor and The Bank of New York, as Trustee (the
     "Trustee"), as the same shall be amended from time to time.

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

          The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     September 22, 2004 among the Purchasers, the Company and the Guarantor
     relating to the Securities.

          "Purchasers" shall mean Deutsche Bank Securities Inc. and Goldman
     Sachs & Co.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Restricted Holder" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Transfer Restricted Securities acquired by
     the broker-dealer directly from the Company.

          "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

          "Securities" shall mean, collectively, the Fixed Rate Notes and the
     Floating Rate Notes of the Company to be issued and sold to the Purchasers
     pursuant to the Purchase Agreement on the Closing Date, and securities
     issued in exchange therefor or in lieu thereof pursuant to the Indenture
     (other than Exchange Securities). Each Security is entitled to the benefit
     of the Guarantee provided for in the Indenture and, unless the context
     otherwise requires, any reference herein to a "Security" or an "Exchange
     Security" shall include a reference to the related Guarantee.



                                      -2-

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          "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

          "Shelf Registration" shall have the meaning assigned thereto in
     Section 2(b) hereof.

          "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

          "Transfer Restricted Securities" shall mean each Security; until:

          (1) the date on which such Security has been exchanged by a Person
     other than a broker-dealer for an Exchange Security in the Exchange Offer;

          (2) following the exchange by a broker-dealer in the Exchange Offer of
     a Security for an Exchange Security, the date on which such Exchange
     Security is sold to a purchaser who receives from such broker-dealer on or
     prior to the date of such sale a copy of the prospectus contained in the
     Exchange Registration Statement;

          (3) the date on which such Security has been effectively registered
     under the Securities Act and disposed of in accordance with the Shelf
     Registration Statement;

          (4) the date on which such Security is distributed to the public
     pursuant to Rule 144(k) under the Securities Act; or

          (5) such Security shall cease to be outstanding.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

     Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Exchange
and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

2.   Registration Under the Securities Act.

     (a)   Except as set forth in Section 2(b) below, the Company agrees to file
under the Securities Act on or prior to 60 days after September 22, 2004, a
registration statement relating to an offer to exchange (such registration
statement, the "Exchange Registration Statement", and such offer, the "Exchange
Offer") any and all of the Securities for a like aggregate principal amount of
debt securities issued by the Company and guaranteed by the Guarantor, which
debt securities and guarantee are substantially identical to the Securities (and
are entitled to the benefits of a trust indenture which is substantially
identical to the Indenture or is the Indenture and which has been qualified
under the Trust Indenture Act), except that they have been registered pursuant
to an effective registration statement under the Securities Act and do not
contain provisions for the additional interest contemplated in Section 2(c)
below (such new debt securities hereinafter called "Exchange Securities"). The
Exchange Securities will be issued as evidence of the same continuing
indebtedness of the Company and will not constitute the creation of new
indebtedness. The Company agrees to use its best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act on or prior
to 150 days after September 22, 2004 and the Company further agrees to use its
commercially reasonable efforts to cause the Exchange Registration Statement to
become effective under the Securities Act as promptly as reasonably possible.
The Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer rules and
regulations under the Exchange Act. The Company further agrees to use its best
efforts to commence and complete the Exchange Offer on or prior to 45 business
days after such registration statement has become effective, hold the Exchange
Offer open for



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at least 30 days and exchange Exchange Securities for all Transfer Restricted
Securities that have been properly tendered and not withdrawn on or prior to the
expiration of the Exchange Offer. The Exchange Offer will be deemed to have been
"completed" only if the debt securities received by holders other than
Restricted Holders in the Exchange Offer for Transfer Restricted Securities are,
upon receipt, transferable by each such holder without restriction under the
Securities Act and the Exchange Act and without material restrictions under blue
sky or securities laws of a substantial majority of the States of the United
States. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities for
all outstanding Transfer Restricted Securities pursuant to the Exchange Offer
and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Transfer Restricted Securities that have been properly
tendered and not withdrawn before the expiration of the Exchange Offer, which
shall be on a date that is at least 30 days following the commencement of the
Exchange Offer. The Company agrees (x) to include in the Exchange Registration
Statement a prospectus for use in any resales by any holder of Exchange
Securities that is a broker-dealer that has acquired such Transfer Restricted
Securities for its own account as a result of market-making activities or other
trading activities and not directly from the Company, and (y) to keep such
Exchange Registration Statement effective for a period (the "Resale Period")
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 180th day after the Exchange
Offer has been completed or such time as such broker-dealers no longer own any
Transfer Restricted Securities, other than Transfer Restricted Securities
acquired from the Company. With respect to such Exchange Registration Statement,
such holders shall have the benefit of the rights of indemnification and
contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

     (b) If (i) on or prior to the time the Exchange Offer is completed existing
Commission interpretations are changed such that the debt securities received by
holders other than Restricted Holders in the Exchange Offer for Transfer
Restricted Securities are not or would not be, upon receipt, transferable by
each such holder without restriction under the Securities Act, (ii) the Exchange
Offer has not been completed within the applicable time period set forth in
section 2(a) hereof or (iii) the Exchange Offer is not available to any holder
of the Securities, the Company and the Guarantor shall, in lieu of (or, in the
case of clause (iii), in addition to) conducting the Exchange Offer contemplated
by Section 2(a), file under the Securities Act on or prior to 60 days after the
time such obligation to file arises, a "shelf" registration statement providing
for the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Transfer Restricted Securities, pursuant to Rule 415 or
any similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement"). The Company agrees to use its best efforts (x) to cause the Shelf
Registration Statement to become or be declared effective on or prior to 150
days after such obligation to file arises and to keep such Shelf Registration
Statement continuously effective for a period ending on the earlier of the
second anniversary of the Effective Time or such time as there are no longer any
Transfer Restricted Securities outstanding, provided, however, that no holder
shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the prospectus forming a part thereof for
resales of Transfer Restricted Securities unless such holder is an Electing
Holder, and (y) after the Effective Time of the Shelf Registration Statement,
promptly upon the request of any holder of Transfer Restricted Securities that
is not then an Electing Holder, to take any action reasonably necessary to
enable such holder to use the prospectus forming a part thereof for resales of
Transfer Restricted Securities, including, without limitation, any action
necessary to identify such holder as a selling securityholder in the Shelf
Registration Statement, provided, however, that nothing in this clause (y) shall
relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof. The Company further agrees to supplement or make amendments to the Shelf
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the Commission.

     (c)    In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or prior to the date
on which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or prior to the date on which such registration statement
is required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45
business days after the initial effective date of the Exchange Registration
Statement relating to the Exchange Offer (if the Exchange Offer is then required
to be made) or (iv) any



                                      -4-
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Exchange Registration Statement or Shelf Registration Statement required by
Section 2(a) or 2(b) hereof is filed and declared effective but thereafter
ceases to be effective or usable in connection with resales of Transfer
Restricted Securities during the time periods specified herein (each such event
referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue at
a per annum rate of 0.26% with respect to the first 90-day period immediately
following the occurrence of the first Registration Default. The amount of the
Special Interest will increase by an additional per annum rate of 0.26% with
respect to each subsequent 90 day Registration Default Period until all
Registration Defaults have been cured, up to a maximum per annum rate of 2.60%
of Special Interest for all Registration Defaults. The Company shall not be
required to pay Special Interest for more than one Registration Default at any
given time. Following the cure of all Registration Defaults, the accrual of
Special Interest will cease. The Company shall pay all Special Interest, if any,
in the manner and on the dates specified in the Indenture.

     (d) The Company shall use its best efforts to take all actions necessary or
advisable to be taken by it to ensure that the transactions contemplated herein
are effected as so contemplated.

     (e) Any reference herein to a registration statement as of any time shall
be deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time and any reference herein to any
post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

3.   Registration Procedures.

     If the Company files a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:

          (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act.

          (b) In the event that qualification of the Indenture under the Trust
     Indenture Act would require the appointment of a new trustee under the
     Indenture, the Company shall appoint a new trustee thereunder pursuant to
     the applicable provisions of the Indenture.

          (c) In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission on or prior to 60 days
          after September 22, 2004, an Exchange Registration Statement on any
          form which may be utilized by the Company and which shall permit the
          Exchange Offer and resales of Exchange Securities by broker-dealers
          that have not acquired Transfer Restricted Securities directly from
          the Company during the Resale Period to be effected as contemplated by
          Section 2(a), and use its best efforts to cause such Exchange
          Registration Statement to become effective on or prior to 150 days
          after September 22, 2004;

               (ii) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Exchange Registration
          Statement and the prospectus included therein as may be necessary to
          effect and maintain the effectiveness of such Exchange Registration
          Statement for the periods and purposes contemplated in Section 2(a)
          hereof and as may be required by the applicable rules and regulations
          of the Commission and the instructions applicable to the form of such
          Exchange Registration Statement, and promptly provide each
          broker-dealer holding Exchange Securities not acquired directly from
          the Company with such number of copies of the prospectus included
          therein (as then amended or supplemented), in conformity in all
          material respects with the requirements of the Securities Act and the
          Trust Indenture Act and the rules and

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          regulations of the Commission thereunder, as such broker-dealer
          reasonably may request prior to the expiration of the Resale Period,
          for use in connection with resales of Exchange Securities;

               (iii) promptly notify each broker-dealer that has requested or,
          to the knowledge of the Company, received copies of the prospectus
          included in such registration statement, and confirm such advice in
          writing, (A) in cases where a broker-dealer has specifically requested
          such information, when such Exchange Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, (B) with respect to such
          Exchange Registration Statement or any post-effective amendment, when
          the same has become effective, (C) in cases where a broker-dealer has
          specifically requested such information, of any comments by the
          Commission and by the blue sky or securities commissioner or regulator
          of any state or province with respect thereto or any request by the
          Commission for amendments or supplements to such Exchange Registration
          Statement or prospectus or for additional information, (D) of the
          issuance by the Commission of any stop order suspending the
          effectiveness of such Exchange Registration Statement or the
          initiation or threatening of any proceedings for that purpose, (E) if
          at any time the representations and warranties of the Company
          contemplated by Section 5 cease to be true and correct in all material
          respects, (F) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the Exchange
          Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose, or (G) at any time
          during the Resale Period when a prospectus is required to be delivered
          under the Securities Act, that such Exchange Registration Statement,
          prospectus, prospectus amendment or supplement or post-effective
          amendment does not conform in all material respects to the applicable
          requirements of the Securities Act and the Trust Indenture Act and the
          rules and regulations of the Commission thereunder or any applicable
          Canadian Securities Laws or contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (iv) in the event that the Company would be required, pursuant to
          Section 3(c)(iii)(G) above, to notify any broker-dealers holding
          Exchange Securities, without delay prepare and furnish to each such
          holder a reasonable number of copies of a prospectus supplemented or
          amended so that, as thereafter delivered to purchasers of such
          Exchange Securities during the Resale Period, such prospectus shall
          conform in all material respects to the applicable requirements of the
          Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder and shall not contain an
          untrue statement of a material fact or omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading in light of the circumstances then existing;

               (v) use its best efforts to obtain the withdrawal of any order
          suspending the effectiveness of such Exchange Registration Statement
          or any post-effective amendment thereto at the earliest practicable
          date;

               (vi) use its best efforts to (A) register or qualify the Exchange
          Securities under the securities laws or blue sky laws of jurisdictions
          as are contemplated by Section 2(a) and ensure that the Exchange
          Securities can be offered in a

               (vii) consent or approval of each governmental agency or
          authority, whether federal, state, provincial or local, which may be
          required to effect the Exchange Registration, the Exchange Offer and
          the offering and sale of Exchange Securities by broker-dealers during
          the Resale Period;

               (viii) provide a CUSIP number for all Exchange Securities, not
          later than the applicable Effective Time; and

               (ix) comply with all applicable rules and regulations of the
          Commission and make generally available to its securityholders as soon
          as practicable but no later than eighteen months



                                      -6-
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          after the effective date of such Exchange Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).

          (d) In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable, the Company shall, as soon as
     practicable (or as otherwise specified):

               (i) prepare and file with the Commission, within the time periods
          specified in Section 2(b), a Shelf Registration Statement on any form
          which may be utilized by the Company and which shall register all of
          the Transfer Restricted Securities for resale by the holders thereof
          in accordance with such method or methods of disposition as may be
          specified by such of the holders as, from time to time, may be
          Electing Holders and use its best efforts to cause such Shelf
          Registration Statement to become effective within the time periods
          specified in Section 2(b);


               (ii) not less than 30 calendar days prior to the Effective Time
          of the Shelf Registration Statement, mail the Notice and Questionnaire
          to the holders of Transfer Restricted Securities; provided that no
          holder shall be entitled to be named as a selling securityholder in
          the Shelf Registration Statement as of the Effective Time, and no
          holder shall be entitled to use the prospectus forming a part thereof
          for resales of Transfer Restricted Securities at any time, unless such
          holder has returned a completed and signed Notice and Questionnaire to
          the Company by the deadline for response set forth therein; and
          provided, further, holders of Transfer Restricted Securities shall
          have at least 28 calendar days from the date on which the Notice and
          Questionnaire is first mailed to such holders to return a completed
          and signed Notice and Questionnaire to the Company;


               (iii) after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Transfer Restricted
          Securities that is not then an Electing Holder, promptly send a Notice
          and Questionnaire to such holder; provided that the Company shall not
          be required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Transfer Restricted Securities until 30 days after such holder has
          returned a completed and signed Notice and Questionnaire to the
          Company;


               (iv) as soon as practicable prepare and file with the Commission
          such amendments and supplements to such Shelf Registration Statement
          and the prospectus included therein as may be necessary to effect and
          maintain the effectiveness of such Shelf Registration Statement for
          the period specified in Section 2(b) hereof and as may be required by
          the applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;


               (v) comply with the provisions of the Securities Act and any
          applicable Canadian Securities Laws with respect to the disposition of
          all of the Transfer Restricted Securities covered by such Shelf
          Registration Statement in accordance with the intended methods of
          disposition by the Electing Holders provided for in such Shelf
          Registration Statement;


               (vi) provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent therefor, (D) counsel for
          any such underwriter or agent and (E) not more than one counsel for
          all the Electing Holders, the opportunity to review and provide
          comments in connection with the preparation of such Shelf Registration
          Statement, each prospectus included therein or filed with the
          Commission and each amendment or supplement thereto;

               (vii) for a reasonable period prior to the filing of such Shelf
          Registration Statement, and throughout the period specified in Section
          2(b), make available during reasonable business


                                      -7-
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          hours at the Company's principal place of business or such other
          reasonable place for inspection by the persons referred to in Section
          3(d)(vi) who shall certify to the Company that they have a current
          intention to sell the Transfer Restricted Securities pursuant to the
          Shelf Registration such financial and other information and books and
          records of the Company, and cause the officers, employees, counsel and
          independent chartered accountants of the Company to respond to such
          inquiries, as shall be reasonably necessary, in the judgment of the
          respective counsel referred to in such Section, to conduct a
          reasonable investigation within the meaning of Section 11 of the
          Securities Act; provided, however, that each such party shall be
          required to agree in writing maintain in confidence and not to
          disclose to any other person any information or records reasonably
          designated by the Company as being confidential, until such time as
          (A) such information becomes a matter of public record (whether by
          virtue of its inclusion in such Shelf Registration Statement or
          otherwise), or (B) such person shall be required so to disclose such
          information pursuant to a subpoena or order of any court or other
          governmental agency or body having jurisdiction over the matter
          (subject to the requirements of such order, and only after such person
          shall have given the Company prompt prior written notice of such
          requirement), or (C) such information is required to be set forth in
          such Shelf Registration Statement or the prospectus included therein
          or in an amendment to such Shelf Registration Statement or an
          amendment or supplement to such prospectus in order that such Shelf
          Registration Statement, prospectus, amendment or supplement, as the
          case may be, complies with applicable requirements of the federal
          securities laws of the United States and the rules and regulations of
          the Commission and does not contain an untrue statement of a material
          fact or omit to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading in
          light of the circumstances then existing;

               (viii) promptly notify each of the Electing Holders, any sales or
          placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and confirm such
          advice in writing, (A) when such Shelf Registration Statement or the
          prospectus included therein or any prospectus amendment or supplement
          or post-effective amendment has been filed, and, with respect to such
          Shelf Registration Statement or any post-effective amendment, when the
          same has become effective, (B) in cases where an Electing Holder has
          specifically requested such information in writing, of any comments by
          the Commission and by the blue sky or securities commissioner or
          regulator of any state or province with respect thereto or any request
          by the Commission for amendments or supplements to such Shelf
          Registration Statement or prospectus or for additional information,
          (C) of the issuance by the Commission of any stop order suspending the
          effectiveness of such Shelf Registration Statement or the initiation
          or threatening of any proceedings for that purpose, (D) if at any time
          the representations and warranties of the Company contemplated by
          Section 3(d)(xvii) or Section 5 cease to be true and correct in all
          material respects, (E) of the receipt by the Company of any
          notification with respect to the suspension of the qualification of
          the Transfer Restricted Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose, or (F)
          if at any time when a prospectus is required to be delivered under the
          Securities Act, that such Shelf Registration Statement, prospectus,
          prospectus amendment or supplement or post-effective amendment does
          not conform in all material respects to the applicable requirements of
          the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder or any applicable Canadian
          Securities Laws or contains an untrue statement of a material fact or
          omits to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (ix) use its best efforts to obtain the withdrawal of (A) any
          order suspending the effectiveness of such Shelf Registration
          Statement or any post-effective amendment thereto at the earliest
          practicable date or (B) the suspension of the qualification of the
          Transfer Restricted Securities for sale in any jurisdiction;


               (x) if requested by any managing underwriter or underwriters, any
          placement or sales agent or any Electing Holder, promptly incorporate
          in a prospectus supplement or post-


                                      -8-
<PAGE>

          effective amendment such information as is required by the applicable
          rules and regulations of the Commission and as such managing
          underwriter or underwriters, such agent or such Electing Holder
          specifies should be included therein relating to the terms of the sale
          of such Transfer Restricted Securities, including information with
          respect to the principal amount of Transfer Restricted Securities
          being sold by such Electing Holder or agent or to any underwriters,
          the name and description of such Electing Holder, agent or
          underwriter, the offering price of such Transfer Restricted Securities
          and any discount, commission or other compensation payable in respect
          thereof, the purchase price being paid therefor by such underwriters
          and with respect to any other terms of the offering of the Transfer
          Restricted Securities to be sold by such Electing Holder or agent or
          to such underwriters; and make all required filings of such prospectus
          supplement or post-effective amendment promptly after notification of
          the matters to be incorporated in such prospectus supplement or
          post-effective amendment;


               (xi) furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) an executed copy
          (or, in the case of an Electing Holder, a conformed copy) of such
          Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including all exhibits thereto (in the case of
          an Electing Holder of Transfer Restricted Securities, upon request)
          and documents incorporated by reference therein) and such number of
          copies of such Shelf Registration Statement (excluding exhibits
          thereto and documents incorporated by reference therein unless
          specifically so requested by such Electing Holder, agent or
          underwriter, as the case may be) and of the prospectus included in
          such Shelf Registration Statement (including each preliminary
          prospectus and any summary prospectus), in conformity in all material
          respects with the applicable requirements of the Securities Act and
          the Trust Indenture Act and the rules and regulations of the
          Commission thereunder and any applicable Canadian Securities Laws, and
          such other documents, as such Electing Holder, agent, if any, and
          underwriter, if any, may reasonably request in order to facilitate the
          offering and disposition of the Transfer Restricted Securities owned
          by such Electing Holder, offered or sold by such agent or underwritten
          by such underwriter and to permit such Electing Holder, agent and
          underwriter to satisfy the prospectus delivery requirements of the
          Securities Act and any applicable Canadian Securities Laws; and the
          Company hereby consents to the use of such prospectus (including such
          preliminary and summary prospectus) and any amendment or supplement
          thereto by each such Electing Holder and by any such agent and
          underwriter, in each case in the form most recently provided to such
          person by the Company, in connection with the offering and sale of the
          Transfer Restricted Securities covered by the prospectus (including
          such preliminary and summary prospectus) or any supplement or
          amendment thereto provided, however, that the Company shall not be
          required for any such purpose to file a prospectus in any province or
          territory of Canada to make the Transfer Restricted Securities or
          Exchange Securities freely tradable in Canada;


               (xii) use its best efforts to (A) register or qualify the
          Transfer Restricted Securities to be included in such Shelf
          Registration Statement under such securities laws or blue sky laws of
          such jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request and ensure that any Transfer Restricted Securities
          can be offered in a private placement in all the provinces of Canada
          where the holders are resident, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions during the period the Shelf Registration is required to
          remain effective under Section 2(b) above and for so long as may be
          necessary to enable any such Electing Holder, agent or underwriter to
          complete its distribution of Securities pursuant to such Shelf
          Registration Statement and (C) take any and all other actions as may
          be reasonably necessary or advisable to enable each such Electing
          Holder, agent, if any, and underwriter, if any, to consummate the
          disposition in such jurisdictions of such Transfer Restricted
          Securities; provided, however, that the Company shall not be required
          for any such purpose to (1) qualify as a foreign corporation in any
          jurisdiction wherein it would not otherwise be required to qualify but
          for the requirements of this Section 3(d)(xii), (2) consent to general
          service of process in any such jurisdiction, (3) make any changes to
          its constating documents or by-laws


                                      -9-
<PAGE>

          or any agreement between it and its shareholders or, as applicable,
          (4) file a prospectus in any province or territory of Canada to make
          the Transfer Restricted Securities or Exchange Securities freely
          tradeable in Canada;


               (xiii) use its best efforts to obtain the consent or approval of
          each governmental agency or authority, whether federal or state, which
          may be required to effect the Shelf Registration or the offering or
          sale in connection therewith or to enable the selling holder or
          holders to offer, or to consummate the disposition of, their Transfer
          Restricted Securities in the United States;


               (xiv) unless any Transfer Restricted Securities shall be in
          book-entry only form, cooperate with the Electing Holders and the
          managing underwriters, if any, to facilitate the timely preparation
          and delivery of certificates representing Transfer Restricted
          Securities to be sold, which certificates, if so required by any
          securities exchange upon which any Transfer Restricted Securities are
          listed, shall be penned, lithographed or engraved, or produced by any
          combination of such methods, on steel engraved borders, and which
          certificates shall not bear any restrictive legends; and, in the case
          of an underwritten offering, enable such Transfer Restricted
          Securities to be in such denominations and registered in such names as
          the managing underwriters may request at least two business days prior
          to any sale of the Transfer Restricted Securities;


               (xv) provide a CUSIP number for all Transfer Restricted
          Securities, not later than the applicable Effective Time;


               (xvi) enter into one or more underwriting agreements, engagement
          letters, agency agreements, "best efforts" underwriting agreements or
          similar agreements, as appropriate, including customary provisions
          relating to indemnification and contribution, and take such other
          actions in connection therewith as any Electing Holders aggregating at
          least 33% in aggregate principal amount of the Transfer Restricted
          Securities at the time outstanding shall request in order to expedite
          or facilitate the disposition of such Transfer Restricted Securities
          in the United States; provided that the Company shall not be required
          to enter into any such agreement more than twice with respect to all
          of the Transfer Restricted Securities and may delay entering into any
          such agreement until the consummation of any underwritten public
          offering in which the Company shall be engaged provided that such
          delay is reasonable;


               (xvii) whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent or
          any other entity, (A) make such representations and warranties to the
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof in form, substance and scope as
          are customarily made in connection with an offering of debt securities
          pursuant to any appropriate agreement or to a registration statement
          filed on the form applicable to the Shelf Registration; (B) obtain an
          opinion of counsel to the Company in customary form and covering such
          matters, of the type customarily covered by such an opinion as the
          managing underwriters, if any, or as any Electing Holders of at least
          33% in aggregate principal amount of the Transfer Restricted
          Securities at the time outstanding may reasonably request, addressed
          to such Electing Holder or Electing Holders and the placement or sales
          agent, if any, therefor and the underwriters, if any, thereof and
          dated the effective date of such Shelf Registration Statement (and if
          such Shelf Registration Statement contemplates an underwritten
          offering of a part or all of the Transfer Restricted Securities, dated
          the date of the closing under the underwriting agreement relating
          thereto) (it being agreed that the matters to be covered by such
          opinion shall include the due incorporation or amalgamation, as
          applicable, and good standing of the Company and its subsidiaries, if
          any; the qualification of the Company and its subsidiaries, if any, to
          transact business as foreign corporations or extra-provincial
          corporations; the due authorization, execution and delivery of the
          relevant agreement of the type referred to in Section 3(d)(xvi)
          hereof; the due authorization, execution, authentication and issuance,
          and the validity and enforceability, of the Securities; the absence of
          material legal or governmental proceedings involving the Company or
          any of its subsidiaries; the absence




                                      -10-
<PAGE>

          of a conflict of the Offering with material agreements binding upon
          the Company or any subsidiary of the Company; the absence of
          governmental approvals required to be obtained in connection with the
          Shelf Registration, the offering and sale of the Transfer Restricted
          Securities, this Exchange and Registration Rights Agreement or any
          agreement of the type referred to in Section 3(d)(xvi) hereof, except
          such approvals as may be required under state securities or blue sky
          laws; the material compliance as to form of such Shelf Registration
          Statement and any documents incorporated by reference therein and of
          the Indenture with the requirements of the Securities Act and the
          Trust Indenture Act and the rules and regulations of the Commission
          thereunder, respectively; and, as of the date of the opinion and of
          the Shelf Registration Statement or most recent post-effective
          amendment thereto, as the case may be, the absence from such Shelf
          Registration Statement and the prospectus included therein, as then
          amended or supplemented, and from the documents incorporated by
          reference therein (in each case other than the financial statements
          and other financial information contained therein) of an untrue
          statement of a material fact or the omission to state therein a
          material fact necessary to make the statements therein not misleading
          (in the case of such documents, in the light of the circumstances
          existing at the time that such documents were filed with the
          Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent chartered accountants of the
          Company addressed to the selling Electing Holders, the placement or
          sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the effective date of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten offering pursuant to any prospectus supplement to the
          prospectus included in such Shelf Registration Statement or
          post-effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders of at least 33% in aggregate principal amount of
          the Transfer Restricted Securities at the time outstanding or the
          placement or sales agent, if any, therefor and the managing
          underwriters if any, thereof to evidence the accuracy of the
          representations and warranties made pursuant to clause (A) above or
          those contained in Section 5(a) hereof and the compliance with or
          satisfaction of any agreements or conditions contained in the
          underwriting agreement or other agreement entered into by the Company;
          and (E) undertake such obligations relating to expense reimbursement,
          indemnification and contribution as are provided in Section 6 hereof;


               (xviii) notify in writing each holder of Transfer Restricted
          Securities of any proposal by the Company to amend or waive any
          provision of this Exchange and Registration Rights Agreement pursuant
          to Section 9(i) hereof and of any amendment or waiver effected
          pursuant thereto, each of which notices shall contain the text of the
          amendment or waiver proposed or effected, as the case may be;


               (xix) in the event that any broker-dealer registered under the
          Exchange Act shall underwrite any Transfer Restricted Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules) of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Transfer Restricted
          Securities or as an underwriter, a placement or sales agent or a
          broker or dealer in respect thereof, or otherwise, assist such
          broker-dealer in complying with the requirements of such Conduct
          Rules, including by (A) if such Conduct Rules shall so require,
          engaging a "qualified independent underwriter" (as defined in such
          Conduct Rules) to participate in the preparation of the Shelf
          Registration Statement relating to such Transfer Restricted
          Securities, to exercise usual standards of due diligence in respect
          thereto and, if any portion of the offering contemplated by such Shelf



                                      -11-
<PAGE>

          Registration Statement is an underwritten offering or is made through
          a placement or sales agent, to recommend the yield of such Transfer
          Restricted Securities, (B) indemnifying any such qualified independent
          underwriter to the extent of the indemnification of underwriters
          provided in Section 6 hereof (or to such other customary extent as may
          be requested by such underwriter), and (C) providing such information
          to such broker-dealer as may be required in order for such
          broker-dealer to comply with the requirements of the Conduct Rules;
          and


               (xx) comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than eighteen months
          after the effective date of such Shelf Registration Statement, an
          earning statement of the Company and its subsidiaries complying with
          Section 11(a) of the Securities Act (including, at the option of the
          Company, Rule 158 thereunder).


          (e) In the event that the Company would be required, pursuant to
     Section 3(c)(iii)(G) or Section 3(d)(viii)(F) above, to notify each
     broker-dealer, the Electing Holders, the placement or sales agent, if any,
     therefor and the managing underwriters, if any, thereof, the Company shall
     without delay prepare and furnish to each of the Electing Holders, to each
     placement or sales agent, if any, and to each such underwriter, if any, a
     reasonable number of copies of a prospectus supplemented or amended so
     that, as thereafter delivered to purchasers of Transfer Restricted
     Securities, such prospectus shall conform in all material respects to the
     applicable requirements of the Securities Act and the Trust Indenture Act
     and the rules and regulations of the Commission thereunder and any
     applicable Canadian Securities Laws and shall not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing. Each Electing
     Holder agrees that upon receipt of any notice from the Company pursuant to
     Section 3(c)(iii)(G) or Section 3(d)(viii)(F) hereof, such broker-dealer,
     Electing Holder, underwriter or placement or sales agent shall forthwith
     discontinue the disposition of Transfer Restricted Securities pursuant to
     the Shelf Registration Statement applicable to such Transfer Restricted
     Securities until such broker-dealer, Electing Holder, underwriter or
     placement or sales agent shall have received copies of such amended or
     supplemented prospectus and if so directed by the Company, such
     broker-dealer, Electing Holder, underwriter or placement or sales agent
     shall destroy or deliver to the Company (at the Company's expense) all
     copies, other than permanent file copies, then in such Electing Holder's
     possession of the prospectus covering such Transfer Restricted Securities
     at the time of receipt of such notice.

          (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     Questionnaire, the Company may require such Electing Holder to furnish to
     the Company such additional information regarding such Electing Holder and
     such Electing Holder's intended method of distribution of Transfer
     Restricted Securities as may be required in the reasonable judgment of
     counsel for the Company in order to comply with the Securities Act. Each
     such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Transfer Restricted Securities or omits to
     state any material fact regarding such Electing Holder or such Electing
     Holder's intended method of disposition of such Transfer Restricted
     Securities required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances then
     existing, and promptly to furnish to the Company any additional information
     required to correct and update any previously furnished information or
     required so that such prospectus shall not contain, with respect to such
     Electing Holder or the disposition of such Transfer Restricted Securities,
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing.

          (g) As a condition to its participation in the Exchange Offer pursuant
     to the terms of this Agreement, each holder of Transfer Restricted
     Securities shall furnish, upon the request of the Company, prior to the
     completion of the Exchange Offer, a written representation to the Company
     (which may be contained in the letter of transmittal contemplated by the
     Exchange Registration Statement) to the effect that (A) it is not an
     affiliate of the Company, (B) it is not engaged in, and does not intend to
     engage in, and has no arrangement or understanding with any person to
     participate in, a distribution of the Exchange Securities to be issued in
     the Exchange Offer and (C) it is acquiring


                                      -12-
<PAGE>

     the Exchange Securities in its ordinary course of business, and such holder
     shall make such other written representations as the Company may reasonably
     request in order to comply with applicable Canadian securities laws. As a
     condition to its participation in the Exchange Offer pursuant to the terms
     of this Agreement, each holder shall acknowledge and agree that any
     broker-dealer and any such holder using the Exchange Offer to participate
     in a distribution of the securities to be acquired in the Exchange Offer
     (1) could not under Commission policy as in effect on the date of this
     Agreement rely on the position of the Commission enunciated in Morgan
     Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
     Corporation (available May 13, 1988), as interpreted in the Commission's
     letter to Shearman & Sterling dated July 2, 1993, and similar no-action
     letters and (2) must comply with the registration and prospectus delivery
     requirements of the Securities Act in connection with a secondary resale
     transaction and that such a secondary resale transaction must be covered by
     an effective registration statement containing the selling security holder
     information required by Item 507 or 508, as applicable, of Regulation S-K
     if the resales are of Exchange Securities obtained by such holder in
     exchange for Securities acquired by such holder directly from the Company.

          (h) Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

4.   Registration Expenses.

     The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including reasonable fees
and disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of their eligibility for investment under the laws of
such jurisdictions as any managing underwriters or the Electing Holders may
designate, including any reasonable fees and disbursements of counsel for the
Electing Holders or underwriters in connection with such qualification and
determination, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, the
expenses of preparing the Securities for delivery and the expenses of printing
or producing any underwriting agreements, agreements among underwriters, selling
agreements and blue sky or legal investment memoranda and all other documents in
connection with the offering, sale or delivery of Securities to be disposed of
(including certificates representing the Securities), (d) messenger, telephone
and delivery expenses relating to the offering, sale or delivery of Securities
and the preparation of documents referred in clause (c) above, (e) fees and
expenses of the Trustee under the Indenture, any agent of the Trustee and any
counsel for the Trustee and of any collateral agent, security trustee or
custodian, (f) internal expenses (including all salaries and expenses of the
Company's officers and employees performing legal or accounting duties), (g)
fees, disbursements and expenses of counsel of the Company and independent
chartered accountants of the Company (including the expenses of any opinions or
"cold comfort" letters required by or incident to such performance and
compliance), (h) fees, disbursements and expenses of any "qualified independent
underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Transfer Restricted
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services
for rating the Securities, and (k) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses"). To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Transfer Restricted Securities or any placement or sales agent therefor or
underwriter thereof, the Company shall reimburse such person for the full amount
of the Registration Expenses so incurred, assumed or paid promptly after receipt
of a request therefor. Notwithstanding the foregoing, the holders of the
Transfer Restricted Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Transfer Restricted Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above.



                                      -13-
<PAGE>


5.   Representations and Warranties.

     The Company and the Guarantor represents and warrants to, and agrees with,
the Purchasers and each of the holders from time to time of Transfer Restricted
Securities that:

          (a) Each registration statement covering Transfer Restricted
     Securities and each prospectus (including any preliminary or summary
     prospectus) contained therein or furnished pursuant to Section 3(d) or
     Section 3(c) hereof and any further amendments or supplements to any such
     registration statement or prospectus, when it becomes effective or is filed
     with the Commission, as the case may be, and, in the case of an
     underwritten offering of Transfer Restricted Securities, at the time of the
     closing under the underwriting agreement relating thereto, will conform in
     all material respects to the requirements of the Securities Act and the
     Trust Indenture Act and the rules and regulations of the Commission
     thereunder and any applicable Canadian Securities Laws and will not contain
     an untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     in the case of a registration statement, not misleading, and in the case of
     a prospectus not misleading in light of the circumstances under which they
     were made; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Transfer Restricted Securities pursuant to Section 3(d)(viii)(F) or Section
     3(c)(iii)(G) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will conform in all material respects to the requirements of the Securities
     Act and the Trust Indenture Act and the rules and regulations of the
     Commission thereunder and any applicable Canadian Securities Laws and will
     not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in the light of the circumstances then
     existing; provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by a holder
     of Transfer Restricted Securities or any underwriter or placement agent of
     any offering described therein expressly for use therein.

          (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act, the Exchange Act or any applicable Canadian Securities Laws, as
     applicable, and none of such documents will contain or contained an untrue
     statement of a material fact or will omit or omitted to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by a holder of Transfer Restricted Securities or any underwriter or
     placement agent of any offering described therein expressly for use
     therein.

          (c) The compliance by the Company and the Guarantor with all of the
     provisions of this Exchange and Registration Rights Agreement and the
     consummation of the transactions herein contemplated will not conflict with
     or result in a breach of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement or
     other agreement or instrument to which the Company or any subsidiary of the
     Company is a party or by which the Company or any subsidiary of the Company
     is bound or to which any of the property or assets of the Company or any
     subsidiary of the Company is subject, nor will such action result in any
     violation of the provisions of the articles of amalgamation or
     incorporation or the by-laws or other organizational documents, as
     applicable, of the Company and the Guarantor or any statute or any order,
     rule or regulation of any court or governmental agency or body having
     jurisdiction over the Company or any subsidiary of the Company or any of
     their properties and no consent, approval, authorization, order,
     registration or qualification of or with any such court or governmental
     agency or body is required for the consummation by the Company of the
     transactions contemplated by this Exchange and Registration Rights
     Agreement, except the registration under the Securities Act of the Transfer
     Restricted Securities and the Exchange Securities, qualification of the
     Indenture under the Trust Indenture Act and such consents, approvals,
     authorizations, registrations or qualifications as may be required


                                      -14-
<PAGE>
     under any applicable Canadian Securities Laws, Canadian federal or
     provincial corporate law or State securities or blue sky laws in connection
     with the offering and distribution of the Transfer Restricted Securities
     and the Exchange Securities.



          (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company and the Guarantor.


6.   Indemnification.

     (a) Indemnification by the Company and the Guarantor. The Company and the
Guarantor, jointly and severally, will indemnify and hold harmless each of the
holders of Transfer Restricted Securities included in an Exchange Registration
Statement, each of the Electing Holders of Transfer Restricted Securities
included in a Shelf Registration Statement and each person who participates as a
placement or sales agent or as an underwriter in any offering or sale of such
Transfer Restricted Securities against any losses, claims, damages or
liabilities, joint or several, to which such holder, agent or underwriter may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Exchange Registration Statement or Shelf Registration
Statement, as the case may be, under which such Transfer Restricted Securities
were registered under the Securities Act, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such holder,
Electing Holder, agent or underwriter, or any amendment 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 not misleading, and will reimburse such holder, such Electing
Holder, such agent and such underwriter for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action, loss, claim, damage or liability as such expenses are incurred;
provided, however, that neither Company nor the Guarantor shall be liable to any
such person in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
or preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein provided, further, that in a
disposition of Transfer Restricted Securities that does not involve (in whole or
in part) an underwritten offering conducted pursuant to Section 7 hereof or a
"best efforts" offering on an agency basis, the Company shall not be liable to
any Electing Holder pursuant to the foregoing with respect to any prospectus
contained in a Shelf Registration Statement (a "Prior Prospectus") to the extent
the Company and the Guarantor shall sustain the burden of proving that any such
loss, claim, damage or liability resulted from the fact that such Electing
Holder sold Transfer Restricted Securities to a person to whom such Electing
Holder failed to send or give, at or prior to the settlement date (the
"Settlement Date") of such sale, a copy of an amended or supplemented prospectus
(the "Amended Prospectus"), if: (i) the notice required by Section 3(d)(viii)
hereof in respect of the Amended Prospectus has been given to such Electing
Holder prior to the Settlement Date, (ii) the Company has previously delivered
copies of the Amended Prospectus to the Electing Holder (in sufficient
quantities and sufficiently in advance of the Settlement Date to allow for
delivery of the Amended Prospectus by the Electing Holder to the transferee of
such Transfer Restricted Securities by the Settlement Date) and the loss, claim,
damage or liability of such Electing Holder resulted from an untrue statement or
omission of a material fact contained in or omitted from a Prior Prospectus that
was identified in writing at such time to such Electing Holder and corrected in
the Amended Prospectus prior to the Settlement Date and the Amended Prospectus
was required by law to be delivered at or prior to the Settlement Date to such
person and (iii) and delivery of the Amended Prospectus by the Settlement Date
would have cured the defect giving rise to such loss, claim, damage or
liability.

     (b) Indemnification by the Holders and any Agents and Underwriters. The
Company may require, as a condition to including any Transfer Restricted
Securities in any registration statement filed pursuant to Section 2(b) hereof
and to entering into any underwriting agreement with respect thereto, that the
Company shall have received an undertaking reasonably satisfactory to it from
the Electing Holder of such Transfer Restricted Securities and from each
underwriter named in any such underwriting agreement severally and not jointly,
to (i) indemnify and hold harmless the Company, the Guarantor and all other
holders of Transfer Restricted Securities, against any losses, claims, damages
or liabilities to which the Company, the Guarantor or such other holders of
Transfer Restricted Securities may become subject, under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement


                                      -15-
<PAGE>

of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment 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 not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder, agent or
underwriter expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred; provided, however, that no such Electing Holder shall be required to
undertake liability to any person under this Section 6(b) for any amounts in
excess of the dollar amount of the proceeds to be received by such Electing
Holder from the sale of such Electing Holder's Transfer Restricted Securities
pursuant to such registration.

     (c) Notices of Claims, Etc. Promptly after receipt by an indemnified party
under subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party shall not relieve it from any liability which it may have to any
indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified
party.

     (d) Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages, or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6(d), no holder shall be required to contribute any
amount in excess of the amount by which the dollar amount of the proceeds
received by such holder from the sale of any Transfer Restricted Securities
(after deducting any fees, discounts and commissions applicable thereto) exceeds
the amount of any damages which such holder has otherwise been required to pay
by



                                      -16-
<PAGE>
reason of such untrue or alleged untrue statement or omission or alleged
omission, and no underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Transfer Restricted
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The holders' and any underwriters' obligations in this
Section 6(d) to contribute shall be several in proportion to the principal
amount of Transfer Restricted Securities registered or underwritten, as the case
may be, by them and not joint.

     (e) The obligations of the Company and the Guarantor under this Section 6
shall be in addition to any liability which the Company or the Guarantor may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, agent and underwriter and each
person, if any, who controls any holder, agent or underwriter within the meaning
of the Securities Act; and the obligations of the holders and any agents or
underwriters contemplated by this Section 6 shall be in addition to any
liability which the respective holder, agent or underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each officer and
director of the Company or the Guarantor (including any person who, with his
consent, is named in any registration statement as about to become a director of
the Company or the Guarantor) and to each person, if any, who controls the
Company or the Guarantor within the meaning of the Securities Act.

7.   Underwritten Offerings.

     (a) Selection of Underwriters. If any of the Transfer Restricted Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Transfer Restricted Securities to be included in such offering, provided
that such designated managing underwriter or underwriters is or are reasonably
acceptable to the Company.

     (b) Participation by Holders. Each holder of Transfer Restricted Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Transfer Restricted Securities on the basis provided in any
underwriting arrangements approved by the persons entitled hereunder to approve
such arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

8.   Rule 144.

     The Company covenants to the holders of Transfer Restricted Securities that
to the extent it shall be required to do so under the Exchange Act, it shall
timely file the reports required to be filed by it under the Exchange Act or the
Securities Act (including the reports under Section 13 and 15(d) of the Exchange
Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission
under the Securities Act) and the rules and regulations adopted by the
Commission thereunder, and shall take such further action as any holder of
Transfer Restricted Securities may reasonably request, all to the extent
required from time to time to enable such holder to sell Transfer Restricted
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of Transfer
Restricted Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

9.   Miscellaneous.

     (a) No Inconsistent Agreements. The Company represents, warrants, covenants
and agrees that it has not granted, and shall not grant, registration rights
with respect to Transfer Restricted Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.


                                      -17-
<PAGE>

     (b) Specific Performance. The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Transfer Restricted Securities may be irreparably harmed by any such
failure, and accordingly agree that the Purchasers and such holders, in addition
to any other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

     (c) Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to
Ainsworth Lumber Co. Ltd., Suite 3194 Bentall IV, PO Box 49307, 1055 Dunsmuir
Street, Vancouver, British Columbia, Canada V7X 1L3, Attention: Catherine
Ainsworth, Chief Operating Officer, and if to a holder, to the address of such
holder set forth in the security register or other records of the Company, or to
such other address as the Company or any such holder may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

     (d) Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Transfer Restricted Securities and the respective successors and
assigns of the parties hereto and such holders. In the event that any transferee
of any holder of Transfer Restricted Securities shall acquire Transfer
Restricted Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Transfer Restricted Securities shall be held subject to all of the
terms of this Exchange and Registration Rights Agreement, and by taking and
holding such Transfer Restricted Securities such transferee shall be entitled to
receive the benefits of, and be conclusively deemed to have agreed to be bound
by all of the applicable terms and provisions of this Exchange and Registration
Rights Agreement. If the Company shall so request, any such successor, assign or
transferee shall agree in writing to acquire and hold the Transfer Restricted
Securities subject to all of the applicable terms hereof.

     (e) Guarantors. The Company hereby covenants that in the event that prior
to (i) the consummation of the Exchange Offer, if the Exchange Offer is
consummated or (ii) the termination of the period referred to in Section 2(b) of
this agreement, if the Shelf Registration is effected, any subsidiary of the
Company becomes a Subsidiary Guarantor under Section 10.01 of the Indenture, the
Company shall, as soon as practicable, cause such subsidiary to become a party
hereto and by becoming a party hereto such subsidiary shall make the warranties,
agreements, representations and covenants to the holders of the Transfer
Restricted Securities as those of the Company herein.

     (f) Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made by
or on behalf of any holder of Transfer Restricted Securities, any director,
officer or partner of such holder, any agent or underwriter or any director,
officer or partner thereof, or any controlling person of any of the foregoing,
and shall survive delivery of and payment for the Transfer Restricted Securities
pursuant to the Purchase Agreement and the transfer and registration of Transfer
Restricted Securities by such holder and the consummation of an Exchange Offer.

     (g) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     (h) Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

     (i) Entire Agreement; Amendments. This Exchange and Registration Rights
Agreement and the other writings referred to herein (including the Indenture and
the form of Securities) or delivered pursuant hereto which


                                      -18-
<PAGE>

form a part hereof contain the entire understanding of the parties with respect
to its subject matter. This Exchange and Registration Rights Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. This Exchange and Registration Rights Agreement
may be amended and the observance of any term of this Exchange and Registration
Rights Agreement may be waived (either generally or in a particular instance and
either retroactively or prospectively) only by a written instrument duly
executed by the Company and the holders of at least a majority in aggregate
principal amount of the Transfer Restricted Securities at the time outstanding.
Each holder of any Transfer Restricted Securities at the time or thereafter
outstanding shall be bound by any amendment or waiver effected pursuant to this
Section 9(i), whether or not any notice, writing or marking indicating such
amendment or waiver appears on such Transfer Restricted Securities or is
delivered to such holder.

     (j) Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Transfer
Restricted Securities shall be made available for inspection and copying on any
business day by any holder of Transfer Restricted Securities for proper purposes
only (which shall include any purpose related to the rights of the holders of
Transfer Restricted Securities under the Securities, the Indenture and this
Agreement) at the offices of the Company at the address thereof set forth in
Section 9(c) above and at the office of the Trustee under the Indenture.

     (k) Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

     (l) Service of Process. Each of the Company and the Guarantor irrevocably
(i) agrees that any legal suit, action or proceeding against the Company or the
Guarantor brought by any holder, Purchasers, agent or underwriter or by any
person who controls any holder, agent or underwriter arising out of or based
upon this Exchange and Registration Rights Agreement or the transactions
contemplated hereby may be instituted in any Federal or state court located in
the Borough of Manhattan in the City of New York in the State of New York ("New
York Court"), (ii) waives, to the fullest extent each party may effectively do
so, any objection which such party may now or hereafter have to the laying of
venue of any such proceeding and (iii) submits to the non-exclusive jurisdiction
of such courts in any such suit, action or proceeding. Each of the Company and
the Guarantor has appointed CT Corporation Systems, 111-Eighth Avenue, New York,
New York, 10011, as its authorized agent (the "Authorized Agent") upon whom
process may be served in any such action arising out of or based on this
Exchange and Registration Rights Agreement or the transactions contemplated
hereby which may be instituted in any New York Court by any holder, agent or
underwriter or by any person who controls any holder, agent or underwriter,
expressly consents to the jurisdiction of any such court in respect of any such
action, and waives any other requirements of or objections to personal
jurisdiction with respect thereto. Such appointments shall be irrevocable. Each
of the Company and the Guarantor represents and warrants that the Authorized
Agent has agreed to act as such agent for service of process and agrees to take
any and all action, including the filing of any and all documents and
instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the Authorized Agent and
written notice of such service to the Company or the Guarantor, as the case may
be, shall be deemed, in every respect, effective service of process upon the
Company or the Guarantor, as the case may be.

     (m) Judgment Currency. In respect of any judgment or order given or made
for any amount due hereunder that is expressed and paid in a currency (the
"judgment currency") other than United States dollars, the Company and the
Guarantor shall indemnify each holder, agent or underwriter against any loss
incurred by such holder, agent or underwriter as a result of any variation as
between (i) the rate of exchange at which the United States dollar amount is
converted into the judgment currency for the purpose of such judgment or order
and (ii) the rate of exchange at which a holder, agent or underwriter is able to
purchase United States dollars with the amount of judgment currency actually
received by such holder, agent or underwriter. The foregoing indemnity shall
constitute a separate and independent obligation of the Company and the
Guarantor and shall continue in full force and effect notwithstanding any such
judgment or order as aforesaid. The term "rate of exchange" shall include any
premiums and costs of exchange payable in connection with the purchase of or
conversion into United States dollars.


                                      -19-
<PAGE>


     If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon the acceptance hereof by you, on
behalf of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement among each Purchaser, the Company and the
Guarantor.


<TABLE>
<CAPTION>

<S>                                              <C>

                                                 Very truly yours,

                                                 AINSWORTH LUMBER CO. LTD.


                                                 By:    /s/ Catherine Ainsworth
                                                        -------------------------------
                                                        Name:  Catherine Ainsworth
                                                        Title:  Chief Operating Officer





Ainsworth Lumber Co. Ltd.                        AINSWORTH ENGINEERED CORP.
Exchange and Registration Rights Agreement

                                                 By:    /s/ Catherine Ainsworth
                                                        -------------------------------
                                                        Name: Catherine Ainsworth
                                                        Title:  Secretary



Accepted as of the date hereof:

DEUTSCHE BANK SECURITIES INC.


By:  /s/ John Eydenberg
     -------------------------------
     Name: John Eydenberg
     Title:  Managing Director




By:  /s/ David S. Bailey
     -------------------------------
     Name:  David S. Bailey
     Title:  Managing Director




GOLDMAN, SACHS & CO.


By:  /s/ Goldman, Sachs & Co.
     -------------------------------
          (Goldman, Sachs & Co.)


</TABLE>






                                      -20-
<PAGE>










                                      -21-
<PAGE>




                                                                     EXHIBIT A


                            AINSWORTH LUMBER CO. LTD.
                         INSTRUCTION TO DTC PARTICIPANTS

                                [DATE OF MAILING]

                     URGENT -- IMMEDIATE ATTENTION REQUESTED
                         DEADLINE FOR RESPONSE: [DATE]a

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Ainsworth Lumber Co. Ltd. (the
"Company") [7 1/4% Senior Notes due 2012] [Senior Floating Rate Notes due 2010]
(the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [DEADLINE FOR RESPONSE]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Ainsworth Lumber
Co. Ltd., Suite 3194 Bentall IV, PO Box 49307, 1055 Dunsmuir Street, Vancouver,
British Columbia, Canada, V7X 1L3, telephone: (604) 661-3200.






-------------------------
a     Not less than 28 calendar days from date of mailing




<PAGE>


                            AINSWORTH LUMBER CO. LTD.
                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     [DATE]

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Ainsworth Lumber Co. Ltd.
(the "Company"), the Guarantor and the Purchasers named therein. Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed with the
United States Securities and Exchange Commission (the "Commission") a
registration statement on Form F-4 (the "Shelf Registration Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's [7 1/4% Senior Notes due 2012] [Senior
Floating Rate Notes due 2010] (the "Securities"). A copy of the Exchange and
Registration Rights Agreement is attached hereto. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the
Exchange and Registration Rights Agreement.

Each beneficial owner of Transfer Restricted Securities (as defined below) is
entitled to have the Transfer Restricted Securities beneficially owned by it
included in the Shelf Registration Statement. In order to have Transfer
Restricted Securities included in the Shelf Registration Statement, this Notice
of Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company's
counsel at the address set forth herein for receipt ON OR BEFORE [DEADLINE FOR
RESPONSE]. Beneficial owners of Transfer Restricted Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i) will
not be named as selling securityholders in the Shelf Registration Statement and
(ii) may not use the Prospectus forming a part thereof for resales of Transfer
Restricted Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Transfer Restricted Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.

The term "Transfer Restricted Securities" is defined in the Exchange and
Registration Rights Agreement.





                                      -2-
<PAGE>



                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Transfer Restricted
Securities hereby elects to include in the Shelf Registration Statement the
Transfer Restricted Securities beneficially owned by it and listed below in Item
(3). The undersigned, by signing and returning this Notice and Questionnaire,
agrees to be bound with respect to such Transfer Restricted Securities by the
terms and conditions of this Notice and Questionnaire and the Exchange and
Registration Rights Agreement, including, without limitation, Section 6 of the
Exchange and Registration Rights Agreement, as if the undersigned Selling
Securityholder were an original party thereto.

Upon any sale of Transfer Restricted Securities pursuant to the Shelf
Registration Statement, the Selling Securityholder will be required to deliver
to the Company and Trustee the Notice of Transfer set forth in Appendix A to the
Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                  QUESTIONNAIRE


(1)  (a)  Full Legal Name of Selling Securityholder:

          ----------------------------------------------------------------------

     (a)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Transfer Restricted Securities Listed in Item (3) below:

          ----------------------------------------------------------------------

     (b)  Full Legal Name of DTC Participant (if applicable and if not the same
          as (b) above) Through Which Transfer Restricted Securities Listed in
          Item (3) below are Held:

          ----------------------------------------------------------------------

(2)     Address for Notices to Selling Securityholder:



                                           -----------------------------------
                                           -----------------------------------
                                           -----------------------------------
                       Telephone:          -----------------------------------
                       Fax:                -----------------------------------
                       Contact Person:     -----------------------------------



(3)  Beneficial Ownership of Securities:

     Except as set forth below in this Item (3), the undersigned does not
     beneficially own any Securities.

     (a)  Principal amount of Transfer Restricted Securities beneficially owned:

          ----------------------------------------------------------------------

          CUSIP No(s). of such Transfer Restricted Securities:

          ----------------------------------------------------------------------

     (b)  Principal amount of Securities other than Transfer Restricted
          Securities beneficially owned:

          ----------------------------------------------------------------------

          CUSIP No(s). of such other Securities:

          ----------------------------------------------------------------------


                                      -3-
<PAGE>

          ----------------------------------------------------------------------

     (c)  Principal amount of Transfer Restricted Securities which the
          undersigned wishes to be included in the Shelf Registration Statement:

          ----------------------------------------------------------------------

          CUSIP No(s). of such Transfer Restricted Securities:

          ----------------------------------------------------------------------

(4)  Beneficial Ownership of Other Securities of the Company:

     Except as set forth below in this Item (4), the undersigned Selling
     Securityholder is not the beneficial or registered owner of other
     securities of the Company, other than the Securities listed above in Item
     (3)

     State any exceptions here:

(5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
     its affiliates, officers, directors or principal equity holders (5% or
     more) has held any position or office or has had any other material
     relationship with the Company (or its predecessors or affiliates) during
     the past three years.

     State any exceptions here:

(6)  Plan of Distribution:

     Except as set forth below, the undersigned Selling Securityholder intends
     to distribute the Transfer Restricted Securities listed above in Item (3)
     only as follows (if at all): Such Transfer Restricted Securities may be
     sold from time to time directly by the undersigned Selling Securityholder
     or, alternatively, through underwriters, broker-dealers or agents. Such
     Transfer Restricted Securities may be sold in one or more transactions at
     fixed prices, at prevailing market prices at the time of sale, at varying
     prices determined at the time of sale, or at negotiated prices. Such sales
     may be effected in transactions (which may involve crosses or block
     transactions) (i) on any national securities exchange or quotation service
     on which the Registered Securities may be listed or quoted at the time of
     sale, (ii) in the over-the-counter market, (iii) in transactions otherwise
     than on such exchanges or services or in the over-the-counter market, or
     (iv) through the writing of options. In connection with sales of the
     Transfer Restricted Securities or otherwise, the Selling Securityholder may
     enter into hedging transactions with broker-dealers, which may in turn
     engage in short sales of the Transfer Restricted Securities in the course
     of hedging the positions they assume. The Selling Securityholder may also
     sell Transfer Restricted Securities short and deliver Transfer Restricted
     Securities to close out such short positions, or loan or pledge Transfer
     Restricted Securities to broker-dealers that in turn may sell such
     securities.

     State any exceptions here:


By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Transfer Restricted Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.



                                      -4-
<PAGE>


By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

     (i)      To the Company:

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     (ii)     With a copy to:

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Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Transfer Restricted Securities
beneficially owned by such Selling Securityholder and listed in Item (3) above).
This Agreement shall be governed in all respects by the laws of the State of New
York.




                                      -5-
<PAGE>


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:
      ----------------------



<TABLE>
<CAPTION>

<S>                                     <C>    <C>    <C>    <C>    <C>    <C>

                                        ------------------------------------------------------------
                                        Selling Securityholder
                                        (Print/type full legal name of beneficial owner of Transfer
                                        Restricted Securities)


                                        By:
                                               -----------------------------------------------------
                                               Name:
                                               Title:


</TABLE>

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:


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                                      -6-

<PAGE>



                                                                     EXHIBIT B


              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


The Bank of New York
Ainsworth Lumber Co. Ltd.
c/o The Bank of New York
101 Barclay Street, Floor 21W
New York, NY  10286

Attention:


                  Re:      Ainsworth Lumber Co. Ltd. (the "Company")
                           [7 1/4% Senior Notes due 2012]
                           [Senior Floating Rate Notes due 2010]

Dear Sirs:

Please be advised that ------------------- has transferred $------------------
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form F-4 (File No. 333 -------------------)
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [-, 2004] or in supplements thereto, and that the aggregate principal
amount of the Notes transferred are the Notes listed in such Prospectus opposite
such owner's name.

Dated:

                                           Very truly yours,


                                           -------------------------------------
                                           (Name):


                                           By:
                                                --------------------------------
                                                (Authorized Signature)