ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT



     THIS ASSIGNMENT ASSUMPTION AND CONSENT AGREEMENT (this "ASSIGNMENT AND

CONSENT") is entered into as of the 29th day of October, 2004, by and among

Boise Cascade Corporation, a Delaware corporation (to be renamed OfficeMax

Incorporated on November 1, 2004) (the "ASSIGNOR"), Boise White Paper, L.L.C., a

Delaware limited liability company (the "ASSIGNEE"), and OfficeMax Contract,

Inc., a Delaware corporation (formerly Boise Cascade Office Products

Corporation) d/b/a Boise Office Solutions, and OfficeMax North America, Inc., an

Ohio corporation (formerly OfficeMax, Inc.) (the "CONSENTING PARTIES").



                                    RECITALS



     WHEREAS, Assignor and the Consenting Parties are parties to the Paper

Purchase Agreement Term Sheet, dated April 28, 2004 (the "BOS PAPER SALES

AGREEMENT"), in the form attached as EXHIBIT A;



     WHEREAS, on October 29th, 2004 (the "CLOSING"), and pursuant to that

certain Asset Purchase Agreement, dated July 26, 2004, by and among Assignor,

Boise Southern Company, a Louisiana general partnership, and Minidoka Paper

Company, a Delaware corporation (collectively, the "SELLERS"), and Forest

Products Holdings, L.L.C., a Delaware limited liability company ("HOLDINGS"),

and Boise Land & Timber Corp., a Delaware corporation (the "PURCHASE

AGREEMENT"), Assignee, along with Holdings and the Permitted Affiliate

Purchasers (as defined in the Purchase Agreement), will purchase Assets of the

Sellers and certain of their Subsidiaries and Affiliates (as defined in the

Purchase Agreement).



     WHEREAS, Assignor desires to assign its rights and delegate its obligations

under the BOS Paper Sales Agreement to Assignee as provided below;



     WHEREAS, in connection with the transactions contemplated by the Purchase

Agreement, Assignor will change its legal name to OfficeMax Incorporated,

effective on November 1, 2004;



     WHEREAS, Assignee has agreed to accept Assignor's rights and assume

Assignor's obligations under the BOS Paper Sales Agreement;



     WHEREAS, immediately upon the assignment to and assumption by Assignee of

the BOS Paper Sales Agreement, Assignor, Assignee and Consenting Parties desire

to amend and restate the BOS Paper Sales Agreement in substantially the form of

Paper Purchase Agreement attached as Exhibit B; and



     WHEREAS, the Consenting Parties consent to such assignment on the terms set

forth herein.



     NOW, THEREFORE, for good and valuable consideration, including the

covenants of the parties herein, the parties agree as follows:



-------

Omitted material is indicated by [*****], pursuant to a request for

confidential treatment. Omitted material has been filed separately with the

Securities and Exchange Commission.







     1. Effective upon the consummation of the Closing, Assignor docs hereby

assign all of its rights and delegate all of its obligations under the BOS Paper

Sales Agreement to Assignee and Assignee hereby accepts all rights and assume

all obligations of Assignor under the BOS Paper Sales Agreement.



     2. The Consenting Parties hereby consent to the assignment and assumption

described in the foregoing paragraph 1.



     3. Immediately upon the consummation of the Closing, the Assignee and the

Consenting Parties hereby agree that the BOS Paper Sales Agreement is amended

and restated in the form of the Paper Purchase Agreement attached hereto as

Exhibit B and each party does simultaneously herewith affix its signature to

such Paper Purchase Agreement, dated October 29, 2004.



     4. This Assignment and Consent may be executed in two or more counterparts,

each of which will be an original and all of which together shall constitute one

and the same agreement binding on all of the parties thereto.



                                        2













     IN WITNESS WHEREOF, this Assignment and Consent was made and executed on

October 29, 2004.





                                    ASSIGNOR



                                    BOISE CASCADE CORPORATION (TO BE

                                    RENAMED OFFICEMAX INCORPORATED

                                    ON NOVEMBER 1, 2004)



                                    By:    /s/ Guy G. Hurlbutt

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

                                    Name:  Guy G. Hurlbutt

                                    Title: Vice President





                                    ASSIGNEE



                                    BOISE WHITE PAPER, L.L.C.



                                    By:    Boise Cascade, L.L.C.

                                    Its:   Sole Manager



                                    By:    /s/ Zaid Alsikafi

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

                                    Name:  Zaid Alsikafi

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

                                    Title: Director

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



                                    CONSENTING PARTIES



                                    OFFICEMAX CONTRACT, INC. (FORMERLY

                                    BOISE CASCADE OFFICE PRODUCTS

                                    CORPORATION) d/b/a BOISE OFFICE

                                    SOLUTIONS



                                    By:    /s/ Carol B. Moerdyk

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

                                    Name:  Carol B. Moerdyk

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

                                    Title: Senior Vice President, International

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



                                    OFFICEMAX NORTH AMERICA, INC.

                                    (FORMERLY OFFICEMAX, INC.)



                                    By:    /s/ Carol B. Moerdyk

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

                                    Name:  Carol B. Moerdyk

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

                                    Title: Vice President

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



                                        3













                            PAPER PURCHASE AGREEMENT





     1.  PARTIES:



         1.1      Seller:  Boise White Paper, L.L.C., a Delaware limited

                  liability company.



         1.2      Purchaser/s:



                  1.2.1    Boise Cascade Corporation (to be renamed OfficeMax

                           Incorporated on November 1, 2004), a Delaware

                           corporation, and all of its current and future

                           affiliates and majority and wholly-owned subsidiaries

                           including OfficeMax Contract, Inc., OfficeMax North

                           America, Inc., Grand & Toy Limited of Canada, and its

                           Australian and New Zealand operations.



         1.3      The parties hereto acknowledge that this Agreement forms an

                  integral part of the value of the acquired business under the

                  Asset Purchase Agreement dated July 26, 2004, and Seller would

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