Exhibit
10.5


ASSIGNMENT AND ASSUMPTION
OF TIMBERLAND


PURCHASE AND SALE
AGREEMENT


THIS ASSIGNMENT AND ASSUMPTION OF TIMBERLAND PURCHASE
AND SALE AGREEMENT, dated as of June 29th, 2006, is made by and among WAGNER FOREST MANAGEMENT, LTD., a New
Hampshire corporation (“Wagner”), NOVA STAR
FORESTRY LTD., a company incorporated under the laws of the Province
of Nova Scotia (“Purchaser”), and NEENAH
PAPER COMPANY OF CANADA (“Seller”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS, Wagner and Seller are parties to a Timberland
Purchase and Sale Agreement dated as of May 5, 2006 (the “Purchase Agreement”);


WHEREAS, pursuant to the Purchase Agreement, Wagner
has the right and obligation to purchase from Seller (along with other
property) that certain property set forth on Schedule A hereto and
located in the Province of Nova Scotia, Canada (the “Nova Property”), subject
to the terms and conditions set forth in the Purchase Agreement;


WHEREAS, the Purchaser desires to purchase the Nova
Property; and


WHEREAS, Wagner is designating the Purchaser as
assignee of its right to purchase the Nova Property, and all associated rights,
and Purchaser is assuming the associated obligations, including payment of the
associated portion of the Purchase Price (as defined in the Purchase Agreement)
under the Purchase Agreement;


NOW, THEREFORE, in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:


1.             Assignment/Assumption.


(a)           Wagner hereby
assigns to Purchaser its right under the Purchase Agreement to purchase the
Nova Property, as well as all Associated Rights (as defined below).


(b)           Purchaser hereby
accepts the foregoing assignment, and assumes all of the Associated Obligations
(as defined below) under the Purchase Agreement.


(c)           For purposes hereof,
“Associated Rights” means all of the rights of Wagner under the Purchase
Agreement to the extent that they arise out of or relate to the purchase of, or
the right to purchase, the Nova Property. 
Without limiting the foregoing, the Associated Rights include the
benefit of all of the agreements, obligations, representations, warranties and
covenants of Seller contained in the Purchase Agreement as they relate to the
Nova Property.









 



 


(d)           For purposes hereof,
“Associated Obligations” means all of the covenants, warranties and other
obligations of Wagner under the Purchase Agreement to the extent that they
arise out of or relate to the purchase of the Nova Property.


2.             Release.  Seller hereby agrees to the assignment to
Purchaser of the rights and obligations of Wagner as the purchaser of the Nova
Property under the Purchase Agreement, and releases Wagner from its obligation
to purchase the Nova Property, and all Associated Obligations, and acknowledges
Wagner shall have no further liability therefor.


3.             Miscellaneous.


(a)           Counterpart
Execution.  This Agreement may be
executed in any number of counterparts, and by any party on separate
counterparts, each of which as so executed and delivered shall be deemed an
original, but all of which together shall constitute one and the same
instrument, and it shall not be necessary in making proof of this Agreement as
to any party hereto to produce or account for more than one such counterpart
executed and delivered by such party.


(b)           Governing Law;
Jurisdiction.  This Agreement shall
be governed by and construed in accordance with the laws of the Province of
Nova Scotia.


(c)           Notices. All
notices, certificates, requests, demands, claims, and other communications
hereunder shall be given in writing and shall be delivered personally
(including by personal courier or delivery service) or sent by facsimile, telex
or telegram or by the registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following address (or at such other
addresses as the shall be specified by like notice):


If to Purchaser                                                                  Wagner
Forest Management, Ltd.


or Wagner:                                                                                    150
Orford Road

Lyme, New Hampshire  03768

Attention:  Thomas J. Colgan

Facsimile No.:  (603) 795-4631


with copy to:                                                                          Smith,
Gambrell & Russell, LLP

Suite 3100 - Promenade II

1230 Peachtree Street, N.E.

Atlanta, Georgia 30309-3592

Attention:  Mark G. Pottorff

Facsimile No.:  (404) 685-6897

Telephone No.  (404) 815-3597



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If to Seller:                                                                                       Neenah
Paper Company of Canada

c/o Neenah Paper, Inc.

3460 Preston Ridge Road, Suite 600

Alpharetta, Georgia  30005

Attention:  Legal Department

Facsimile:  (678) 518-3283


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date and year first above written.


	
  

  	
   

  	
  WAGNER FOREST MANAGEMENT, LTD.,
  a New Hampshire corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  s/s Thomas J Colgan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas J. Colgan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOVA STAR FORESTRY LTD., a company incorporated under the laws of the Province
  of Nova Scotia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  s/s Thomas J. Colgan

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Thomas J. Colgan

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  



 


 


[Additional signatures appear on following page]



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[Signatures
continued from the following page]


	
  

  	
   

  	
  NEENAH PAPER COMPANY OF CANADA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  s/s Sean T. Erwin

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Sean T. Erwin

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  



 



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Schedule
A



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