Exhibit
10.6


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”), ATLANTIC
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 “Atlantic Property”),
subject to the terms and conditions set forth in the Purchase Agreement;


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


WHEREAS, Wagner is designating the Purchaser as
assignee of its right to purchase the Atlantic 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 Atlantic 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 Atlantic 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 Atlantic 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 Atlantic
Property.


2.             Release.  Seller hereby agrees to the assignment to
Purchaser of the rights and obligations of Wagner as the purchaser of the
Atlantic Property under the Purchase Agreement, and releases Wagner from its
obligation to purchase the Atlantic 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC 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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