MERCER INTERNATIONAL INC
EXHIBIT 10.17
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>7
<FILENAME>a2106910zex-10_17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
<Page>
                                                                  EXHIBIT 10.17

                           PURCHASE AND SALE AGREEMENT


THIS AGREEMENT made the 30th day of December, 2002,

BETWEEN:

                           EQUITABLE INDUSTRIES LIMITED PARTNERSHIP, a limited
                           partnership formed under the laws of the Turks and
                           Caicos Islands

                           (the "Purchaser")

                                                               OF THE FIRST PART

AND:
                           MERCER INTERNATIONAL INC., a business trust organized
                           under the laws of the State of Washington, U.S.A.


                           (the "Vendor")

                                                              OF THE SECOND PART

WHEREAS:

A.       On the Closing Date, the Vendor shall be the legal and beneficial owner
         of the Purchased Shares; and

B.       The Vendor has agreed to sell the Purchased Shares to the Purchaser and
         the Purchaser has agreed to purchase the Purchased Shares from the
         Vendor.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants,
agreements, representations, warranties and indemnities herein contained and for
other good and valuable consideration (the receipt and sufficiency of which are
hereby acknowledged by each party) the parties covenant and agree as follows:


                                    ARTICLE 1
                                 INTERPRETATION

1.1 DEFINED TERMS. When used in this Agreement (including the recitals hereto)
the following terms shall, unless otherwise expressly provided, have the
meanings set out below and grammatical variations of such terms shall have
corresponding meanings:

        (a) "AGREEMENT" means this purchase and sale agreement and the recitals
            and Schedules hereto;

<Page>
                                      -2-

        (b) "CLOSING" means the completion of the transactions contemplated in
            this Agreement;

        (c) "CLOSING DATE" means the date first above written or such other date
            as may be mutually agreed upon by the Vendor and the Purchaser;

        (d) "DEFERRED PAYMENT AMOUNT" means the amount owing by the Vendor to
            Sihl pursuant to and calculated in accordance with the Landqart SPA;

        (e) "ENCUMBRANCE" means any encumbrance, lien, charge, hypothec, pledge,
            mortgage, title retention agreement, security interest of any
            nature, adverse claim, exception, reservation, easement, right of
            occupation, any matter capable of registration against title,
            option, right of pre-emption, privilege or any contract to create
            any of the foregoing;

        (f) "GKB" means Graubunder Kantonal Bank;

        (g) "LANDQART" means Landqart AG, a company organized under the laws of
            Switzerland and limited by shares registered with the Commercial
            Register of the Cantor of Grisons;

        (h) "LANDQART SPA" means the Landqart share purchase agreement dated
            December 14, 2001 between Sihl and the Vendor and respecting the
            purchase by the Vendor from Sihl all of the issued and outstanding
            shares of Landqart;

        (i) "MANAGEMENT GROUP" means the management employees of Landqart
            entitled to participate in the Management Option;

        (j) "MANAGEMENT OPTION" means an option in favour of the Management
            Group to acquire, in aggregate, up to 10% of the share capital of
            Landqart;

        (k) "OBLIGATIONS" means all of the obligations of the Vendor pursuant to
            the terms of the Landqart SPA including, without limitation, all
            obligations in respect of the Deferred Payment Amount;

        (l) "PERSON" means any individual, corporation, partnership, limited
            liability company, joint venture, association, joint-stock company,
            trust, unincorporated organization or any other entity;

        (m) "PURCHASE PRICE" has the meaning set out in section 2.2;

        (n) "PURCHASED SHARES" means all legal and beneficial interest in, and
            entitlement to, the existing shares in the capital of Landqart
            excepting the approximately 20% interest therein transferred to and
            held by GKB, and subject to the Management Option;

<Page>
                                      -3-

        (o) "SIHL" means Sihl, a company organized under the laws of Switzerland
            with an office at Allmendstrasse 125, 8041 Zurich, Switzerland;

        (p) "UNITS" means 1,000,000 limited partnership units of the Purchaser;
            and

        (q) "UNIT SUBSCRIPTION AGREEMENT" means a unit subscription agreement
            and power of attorney form for the Units substantially in the form
            attached hereto as Schedule "A".

1.2      CURRENCY. Unless otherwise indicated, all dollar amounts referred to in
         this Agreement are expressed in lawful money of the United States of
         America.

1.3      SECTIONS AND HEADINGS. The division of this Agreement into sections and
         the insertion of headings are for convenience of reference only and
         shall not affect the interpretation of this Agreement. Unless otherwise
         indicated, any reference in this Agreement to a section or a schedule
         refers to the specified section of or schedule to this Agreement.

1.4      NUMBER AND GENDER. In this Agreement, words importing the singular
         number only shall include the plural and vice versa, words importing
         gender shall include both genders, the word "or" is not exclusive and
         the word "including" is not limiting (whether or not non-limiting
         language is used with reference thereto).

1.5      SEVERABILITY. If any provision of this Agreement is determined by a
         court of competent jurisdiction to be invalid, illegal or unenforceable
         in any respect, such determination shall not impair or affect the
         validity, legality or enforceability of the remaining provisions
         hereof, and each provision is hereby declared to be separate, severable
         and distinct.

1.6      SCHEDULES. The following Schedule attached hereto is integral to and
         forms part of this Agreement:

         Schedule "A" - Form of Unit Subscription Agreement and Power of
         Attorney Form


                                    ARTICLE 2
                    PURCHASE AND SALE OF THE PURCHASED SHARES

2.1 PURCHASE AND SALE OF THE PURCHASED SHARES. Subject to Section 2.3 hereof,
the Vendor covenants and agrees to sell, assign and transfer the Purchased
Shares to the Purchaser, and the Purchaser covenants and agrees to purchase the
Purchased Shares from the Vendor, on the Closing Date.

2.2 PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor
for the Purchased Shares (the "Purchase Price") shall be the sum of Ten Million
($10,000,000) Dollars payable by issuing the Units to the Vendor on the Closing
Date, and the Purchaser covenants and agrees to issue the Units and to deliver a
certificate(s) representing the Units to the Vendor on the Closing Date in
accordance with the terms hereof.

<Page>
                                      -4-

2.3 RESIDUAL INTEREST ADJUSTMENTS. If the Vendor is not able to complete the
transfer of legal and/or beneficial title to all of the Purchased Shares to the
Purchaser on the Closing Date, to the extent that all or any portion of such
legal and/or beneficial title to the Purchased Shares is not so transferred (the
"Residual Interest"), the Vendor shall hold such Residual Interest absolutely in
trust and for the exclusive benefit and use of the Purchaser until such time as
all of the legal and beneficial title and interest in and to such Residual
Interest is fully and completely transferred to the Purchaser. Notwithstanding
the foregoing, the Vendor and Purchaser shall use their best efforts to complete
the transfer of the Purchased Shares to the Purchaser on the Closing Date and to
effect all registrations that may be necessary or desirable in connection
therewith.

2.4 ASSUMPTION. The Purchaser hereby assumes all of the Obligations, and
covenants to perform and pay each of the Obligations in accordance with the
terms thereof, provided that if, for any reason, the assumption provided for
herein is not effective as against any third party, due to lack of receipt of
any required consent, or for any other reason, the Purchaser will indemnify the
Vendor in respect thereof in accordance with Section 2.5 hereof.

2.5 INDEMNITY. The Purchaser hereby covenants and agrees to indemnify and hold
harmless the Vendor from and against all claims, demands, proceedings, losses,
damages, liabilities, deficiencies, costs and expenses of any nature whatsoever,
whether accrued, absolute, contingent or otherwise (including, without
limitation, all legal and other professional fees and disbursements, interest,
penalties and amounts paid in settlements) arising out of or in connection with
the Obligations including, without limitation, any claim in respect of the
Deferred Payment Amount.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

3.1 REPRESENTATIONS AND WARRANTIES OF THE VENDOR. The Vendor represents and
warrants to the Purchaser as follows and acknowledges that the Purchaser is
relying on such representations and warranties in connection with its purchase
of the Purchased Shares:

        (a) ORGANIZATION. The Vendor is duly organized, validly existing and in
            good standing under the laws of the State of Washington, U.S.A. and
            has the corporate power to enter into this Agreement and to perform
            its obligations hereunder;

        (b) AUTHORITY RELATIVE TO THIS AGREEMENT. The Vendor has the requisite
            corporate power and authority to enter into this Agreement and to
            perform its obligations hereunder. The execution and delivery of
            this Agreement by the Vendor has been duly authorized by all
            necessary action on the part of the Vendor and no other corporate
            proceedings on the part of the Vendor are necessary to authorize
            this Agreement. This Agreement has been duly executed and delivered
            by the Vendor and constitutes a legal, valid and binding obligation
            of the Vendor, enforceable in accordance with its terms, subject to
            the availability of equitable remedies and the enforcement of
            creditors' rights generally;

        (c) NO OTHER AGREEMENTS TO PURCHASE. Other than pursuant to the
            Management Option and as disclosed in writing to the Purchaser, no
            person other than the

<Page>
                                      -5-

            Purchaser has any written or oral agreement or option or any right
            or privilege (whether by law, pre-emptive or contractual) capable
            of becoming an agreement or option for the purchase or
            acquisition from the Vendor of any of the Purchased Shares; and

        (d) OWNERSHIP OF PURCHASED SHARES. Other than pursuant to the Management
            Option and as disclosed in writing to the Purchaser, the Vendor is
            the sole legal and beneficial owner of the Purchased Shares with
            good and marketable title thereto, free and clear of all
            Encumbrances. Upon Closing, other than as disclosed in writing to
            the Purchaser, all of the Purchased Shares will be owned by the
            Purchaser as the sole legal and beneficial owner, with a good and
            marketable title thereto, free and clear of all Encumbrances.

3.2 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents
and warrants to the Vendor as follows and acknowledges that the Vendor is
relying on such representations and warranties in connection with its sale of
the Purchased Shares:

        (a) ORGANIZATION. The Purchaser is a limited partnership duly formed,
            validly subsisting in all respects under the laws of the Turks and
            Caicos Islands and has the necessary power to enter into this
            Agreement and to perform its obligations hereunder;

        (b) AUTHORITY RELATIVE TO THIS AGREEMENT. The Purchaser has the
            requisite power and authority to enter into this Agreement and to
            perform its obligations hereunder. The execution and delivery of
            this Agreement by the Purchaser has been duly authorized by the
            board of directors of the General Partner, for and on behalf of the
            Purchaser, and no other corporate proceedings on the part of the
            Purchaser or the General Partner are necessary to authorize this
            Agreement. This Agreement has been duly executed and delivered by
            the Purchaser and constitutes a legal, valid and binding obligation
            of the Purchaser, enforceable against it in accordance with its
            terms.


                                    ARTICLE 4
                              CONDITIONS OF CLOSING

4.1 CORPORATE ACTION. The Vendor shall use its best efforts to take all
necessary corporate action, steps and proceedings to approve or authorize,
validly and effectively, the execution, delivery and consummation of the
transactions contemplated by this Agreement and the other agreements and
documents contemplated hereby and to complete the transfer of the Purchased
Shares to the Purchaser and to cause all necessary meetings of trustees of the
Vendor to be held for such purpose.

4.2 BEST EFFORTS. Each party hereto shall each use its respective best efforts
to satisfy the conditions contained herein.

4.3 DELIVERY OF DOCUMENTS. The Vendor shall deliver to the Purchaser all
necessary transfers, assignments and other documentation reasonably required to
transfer the Purchased Shares to the Purchaser with a good and marketable title,
free and clear of all Encumbrances.

<Page>
                                      -6-

4.4 CONDITIONS OF CLOSING IN FAVOUR OF THE PURCHASER. The completion of the
exchange of the Purchased Shares for the Units is subject to the following terms
and conditions, to be fulfilled or performed at or prior to Closing:

        (a) PERFORMANCE OF OBLIGATIONS. The Vendor shall be in compliance in all
            material respects with all of its obligations under this Agreement,
            including the delivery of all documents required to be delivered by
            the Vendor pursuant to this Agreement on or prior to the Closing
            Date;

        (b) NO JUDGMENTS. No judgment or order shall have been issued by any
            agency or governmental authority, no action, suit or proceeding
            shall have been threatened or taken by any agency or governmental
            authority or person, and no law, regulation or policy shall have
            been proposed, enacted, promulgated or applied which makes it
            illegal or otherwise directly or indirectly restrains, enjoins,
            prohibits or imposes material limitations or conditions on: (i) the
            acquisition by, or the disposition by the Vendor to, the Purchaser
            of the Purchased Shares; (ii) the acquisition of the Units by, or
            the issuance of the Units by the Purchaser to, the Vendor; or (iii)
            the completion of the transactions contemplated by this Agreement;

        (c) REPRESENTATIONS AND WARRANTIES. the representations and warranties
            of the Vendor and the Purchaser contained in this Agreement shall be
            true and correct in all material respects on Closing; and

        (d) COVENANTS. all of the terms, covenants and conditions of this
            Agreement to be complied with or performed by the Vendor and the
            Purchaser at or before the Closing shall have been complied with or
            performed.

4.5 OPTION TO WAIVE CONDITIONS. The conditions contained in sections 4.1 (b) and
(c) hereof may be waived in whole or in part by the party entitled to claim the
benefit thereof, in writing, without prejudice to any claims such party may have
for breach of covenant, representation or warranty.

4.6 CONDITIONS OF CLOSING IN FAVOUR OF THE VENDOR. The purchase and sale of the
Purchased Shares is subject to the following terms and conditions for the
exclusive benefit of the Vendor, to be fulfilled or performed at or prior to the
Closing Date:

        (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
            of the Purchaser contained in this Agreement shall be true and
            correct in all material respects on the Closing Date, with the same
            force and effect as if such representations and warranties were made
            at and as of such time; and

        (b) COVENANTS. All of the terms, covenants and conditions of this
            Agreement to be complied with or performed by the Purchaser at or
            before the Closing Date shall have been complied with or performed
            in all material respects.

         Any such condition may be waived in whole or in part by the Vendor
without prejudice to any claims it may have for breach of covenant,
representation or warranty.

<Page>
                                      -7-

                                    ARTICLE 5
                              CLOSING ARRANGEMENTS

5.1 CLOSING. The Closing shall take place on the Closing Date.

5.2 VENDOR'S CLOSING DOCUMENTS. At the Closing, the Vendor shall deliver or
cause to be delivered the following to the Purchaser:

        (a) an originally executed copy of this Agreement;

        (b) an originally executed copy of the Unit Subscription Agreement;

        (c) if available, subject to Section 2.3 hereof, Landqart share
            certificate(s) representing the Purchased Shares issued in the
            name of the Purchaser duly endorsed for transfer to the
            Purchaser;

        (d) if available, subject to Section 2.3 hereof, a certified copy
            of resolutions of Landqart approving the transfer of the
            Purchased Shares to the Purchaser and the entry of the
            Purchaser as the holder of the Purchased Shares in the share
            register of Landqart; and

        (e) such other documents and assurances as may reasonably be
            requested by the Purchaser to more effectively complete the
            transactions contemplated by this Agreement.

5.3 PURCHASER'S CLOSING DOCUMENTS. At the Closing, the Purchaser shall deliver
the following to the Vendor:

        (a) an originally executed copy of this Agreement;

        (b) an originally executed copy of the Unit Subscription Agreement;

        (c) an originally executed unit certificate representing the Units
            issued to the Vendor; and

        (d) such other documents and assurances as may reasonably be requested
            by the Vendor to more effectively complete the transactions
            contemplated by this Agreement.

5.4 TERMS OF CLOSING. The Closing shall not occur, nor shall the documents
tabled for delivery at the Closing be delivered, until all conditions of the
Closing have been satisfied or waived and all matters have been completed to
permit contemporaneous closing of the transactions as provided for herein.

5.5 FURTHER ASSURANCES. Each party to this Agreement covenants and agrees that,
from time to time subsequent to the Closing Date, it shall, at the request and
expense of the requesting party, execute and deliver all such documents,
including, without limitation, all such additional

<Page>
                                      -8-

conveyances, transfers, consents and other assurances and do all such other
acts and things as the other party hereto, acting reasonably, may from time
to time request be executed or done in order to better evidence or perfect or
effectuate any provision of this Agreement or of any agreement or other
document executed pursuant to this Agreement or any of the respective
obligations intended to be created hereby or thereby, including, without
limitation, the transfer of any Residual Interest in the Purchased Shares.

                                    ARTICLE 6
                                  MISCELLANEOUS

6.1 SURVIVAL OF COVENANTS. The rights and obligations of the Vendor and the
Purchaser hereunder shall survive the execution and delivery of this Agreement
and the Closing Date and continue in full force and effect until the full
payment and satisfaction of all indebtedness and obligations of the Purchaser
and the Vendor hereunder.

6.2 NOTICES.

        (a) Any notice or other communication required or permitted to be given
            hereunder shall be in writing and shall be delivered in person,
            transmitted by facsimile or similar means of recorded electronic
            communication or sent by registered mail, charges prepaid, addressed
            as follows:

            (i) if to the Vendor:

                           Equitable Industries Limited Partnership
                           Cockburn House, Market Street
                           P.O. Box 70, Grand Turk
                           Turks and Caicos Islands

                           Attention: General Partner
                           Facsimile No.:  01 649 946 2758

            (ii) if to the Purchaser:

                           Mercer International Inc.
                           c/o 555 S. Renton Village Place
                           Suite 700
                           Renton, Washington, U.S.A., 98055

                           Attention: David Wilson, Heller Ehrman
                           Facsimile No.: (206) 447-0849

        (b) Any such notice or other communication shall be deemed to have been
            given and received on the day on which it was delivered or
            transmitted so long as the delivery or transmission occurs during
            normal business hours or, if mailed, on the fifth business day
            following the date of mailing; provided, however, that if at the
            time of

<Page>
                                      -9-

            mailing or within five days thereafter there is or occurs a
            labour dispute or other event that might reasonably be expected to
            disrupt the delivery of documents by mail, any notice or other
            communication hereunder shall be delivered or transmitted by means
            of recorded electronic communication as aforesaid.

        (c) Any party may at any time change its address for service from time
            to time by giving notice to the other parties in accordance with
            this section 6.2

6.3 EXPENSES. Except as otherwise provided herein, each of the parties shall
bear its own expenses in relation to this Agreement.

6.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral. There are no conditions, covenants, agreements, representations,
warranties or other provisions, express or implied, collateral, statutory or
otherwise, relating to the subject matter hereof except as herein provided.

6.5 TIME OF ESSENCE. Time shall be of the essence of this Agreement.

6.6 APPLICABLE LAW. This Agreement shall be constructed, interpreted and
enforced in accordance with, and the respective rights and obligations of the
parties shall be governed by, the laws of the State of Washington and all
federal laws of the U.S.A. applicable therein and each party hereby irrevocably
and unconditionally submits to the non-exclusive jurisdiction of the courts of
the State of Washington and all courts competent to hear appeals therefrom.

6.7 SUCCESSORS AND ASSIGNS. This Agreement shall enure to the benefit of and
shall be binding upon and be enforceable by the parties and, where the context
so permits, their respective successors and permitted assigns. Any such
assignment shall not relieve the Purchaser from any of its obligations
hereunder, provided further that any assignee shall execute an acknowledgement
to the effect that it is bound by all of the obligations of the Purchaser set
out herein.

6.8 AMENDMENT AND WAIVERS. No amendment or waiver of any provision of this
Agreement shall be binding on any party unless consented to in writing by such
party. No waiver of any provision of this Agreement shall constitute a waiver of
any other provision, nor shall any waiver constitute a continuing waiver unless
otherwise expressly provided.

6.9 BEST EFFORTS. The parties acknowledge and agree that, for all purposes of
this Agreement, an obligation on the part of any party to use its best efforts
to obtain any waiver, consent, approval, permit, license or other document shall
not require such party to make any payment to any person for the purpose of
procuring the same, other than payments for amounts due and payable to such
person, payments for incidental expenses incurred by such person and payments
required by any applicable law or regulation.

6.10 NO THIRD PARTY BENEFICIARIES. This Agreement shall not confer any rights or
remedies upon any person other than the parties hereto and their respective
successors and permitted assigns.

<Page>
                                     -10-

6.11 COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which taken together shall constitute
one and the same instrument.

6.12 FACSIMILE. The parties hereto agree that this Agreement may be transmitted
by facsimile or such similar device and that the reproduction of signatures by
facsimile or such similar device will be treated as binding as if originals and
each party hereto undertakes to provide each and every other party hereto with a
copy of this Agreement bearing original signatures forthwith.

IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.


MERCER INTERNATIONAL INC.

Per:         /s/ Jimmy S.H. Lee
    ----------------------------------------
         Authorized Signing Officer

Per:
    ----------------------------------------
         Authorized Signing Officer


EQUITABLE INDUSTRIES, LTD.,
as general partner for and on behalf of
EQUITABLE INDUSTRIES LIMITED
PARTNERSHIP

By:         /s/ Slobodan Anjic
    ----------------------------------------

Name:
     ---------------------------------------

Title:
      --------------------------------------

<Page>

                                  SCHEDULE "A"

                         FORM OF SUBSCRIPTION AGREEMENT
                           AND POWER OF ATTORNEY FORM


                    EQUITABLE INDUSTRIES LIMITED PARTNERSHIP

                SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY FORM


Mercer International Inc. (the "Purchaser") hereby subscribes for and agrees to
purchase from Equitable Industries Limited Partnership, a limited partnership
formed under the laws of the Turks and Caicos Islands (the "Partnership"), ONE
MILLION (1,000,000) limited partnership units ("Units") for the purchase price
of US $10.00 per Unit for an aggregate subscription price of US $10,000,000 (the
"Subscription Price") and the Partnership by its acceptance hereof agrees to
issue and sell to the Purchaser the Units. The Subscription Price shall be paid
by the Purchaser by transferring to the Partnership the Purchased Shares, as
such term is defined in the Purchase and Sale Agreement of even date hereof
entered into between the Purchaser and the Partnership. The agreement made by
the Partnership's acceptance hereof is subject to the terms and conditions
described below.

1.  The Purchaser hereby accepts this subscription agreement and power of
    attorney form (this "Subscription Agreement") and agrees to purchase the
    Units on the terms hereof and hereby agrees to be bound, as a party to and
    as a limited partner in the Partnership, by the terms of a limited
    partnership agreement dated as of December 12, 2001 relating to the
    Partnership, as from time to time amended and in effect (the "Partnership
    Agreement"), as if the Purchaser had executed the Agreement and hereby
    ratifies, for all legal purposes, execution of the Partnership Agreement on
    behalf of the Purchaser and all actions taken on behalf of the Purchaser
    pursuant thereto.

2.  The Purchaser declares that the Purchaser has the capacity and competence
    and, if a corporation, it has the necessary corporate authority, to execute
    this Subscription Agreement and to enter into the Partnership Agreement.

3.  In addition, in consideration of the general partner accepting the
    subscription for units contemplated hereby and conditional thereon:

    (a) the Purchaser agrees to be bound as a limited partner in the Partnership
        by the terms of the Partnership Agreement and hereby expressly ratifies
        and confirms the power of attorney given to the General Partner in
        section 2.11 therein, which power of attorney is incorporated by
        reference herein; and

    (b) the Purchaser hereby irrevocably nominates, constitutes and appoints the
        General Partner, with full power of substitution, as its agent and true
        and lawful attorney to act on the Purchaser's behalf with full power and
        authority in its name, place and stead to execute and record or file as
        and where required, for and on its behalf, the Partnership Agreement,
        any amendments thereto made in accordance with the Partnership Agreement
        and any other agreements, documents or instruments referred to in
        section 2.11 of the Partnership Agreement.

<Page>
                                     A-2

4.  The power of attorney granted herein and in the Partnership Agreement (the
    "Power of Attorney") is irrevocable and is a power coupled with an interest,
    shall survive the death or disability of the Purchaser and the transfer or
    assignment by the Purchaser of the whole or any part of the interest of the
    Purchaser in the Partnership, extends to the heirs, executors,
    administrators, successors, transferees, assigns and other legal
    representatives of the Purchaser, and shall survive the subsequent legal
    incapacity of such transferee, and may be exercised by the General Partner
    on behalf of the Purchaser and each transferee in executing any instrument
    by facsimile signature or by listing the Purchaser, any transferee and all
    of the limited partners in the Partnership and executing such instrument
    with a single signature as attorney and agent for any and all of them
    including the Purchaser. The Purchaser agrees to be bound by any
    representations or actions made or taken by the General Partner pursuant to
    the Power of Attorney and hereby waives any and all defences which may be
    available to contest, negate or disaffirm any action of the General Partner
    taken in good faith under the Power of Attorney.

5.  The Power of Attorney shall continue in respect of the General Partner so
    long as it is the general partner of the Partnership, and shall terminate
    thereafter, but shall continue in respect of a new general partner as if the
    new general partner were the original attorney.

6.  The Purchaser hereby acknowledges receiving a copy of the Partnership
    Agreement.

7.  Unless otherwise indicated, capitalized terms used herein shall have the
    meaning ascribed thereto in the Partnership Agreement.


         DATED this            day of December, 2002.


---------------------                      -----------------------------------
(Witness)                                  (Authorized Signatory of Purchaser)

                                           MERCER INTERNATIONAL INC.
                                           -----------------------------------

                                           (Name)

This Subscription Agreement and Power of Attorney Form is accepted by Equitable
Industries, Ltd., as the general partner for and on behalf of Equitable
Industries Limited Partnership this     day of December, 2002.

EQUITABLE INDUSTRIES, LTD.,
as general partner for and on behalf of
EQUITABLE INDUSTRIES LIMITED
PARTNERSHIP

By:
   -------------------------------------

Name:
     -----------------------------------

Title:
      ----------------------------------

</TEXT>
</DOCUMENT>
