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Strategic Business Agreement

STRATEGIC BUSINESS AGREEMENT

VOTORANTIM CELULOSE E PAPEL S.A.

Dated as of August 6^th, 2007

PREAMBLE		1
RECITALS		1
ARTICLE I DEFINITIONS		1
Section 1.01	Certain Defined Terms	1
Section 1.02	Interpretation and Rules of Construction	5
ARTICLE II TERMINATION OF THE 2004 AGREEMENT		6
Section 2.01	Termination of the 2004 Agreement	6
ARTICLE III MANUFACTURING LICENSE; ROYALTIES AND PAYMENT		6
Section 3.01	License	6
Section 3.02	Sales Requirements	8
Section 3.03	Payment	9
Section 3.04	Keeping of Records; Audit	9
ARTICLE IV NEW TECHNOLOGY AND IMPROVEMENTS		10
Section 4.01	New Technology	10
Section 4.02	Improvements	10
Section 4.03	Ongoing Technical Support	11
Section 4.04	English Language	11
ARTICLE V ADDITIONAL AGREEMENTS		12
Section 5.01	Additional Territories	12
Section 5.02	Purchases by Oji or VCP	12
Section 5.03	Right to Bid	12
Section 5.04	Global Network	13
Section 5.05	Strategy Meetings	13
Section 5.06	Yearly Mill Surveys	13
Section 5.07	Inquiry with Exclusive Territory	13
Section 5.08	Quality Control	13
Section 5.09	Quality Analysis	14
Section 5.10	Cost Reductions	14
ARTICLE VI CONFIDENTIALITY		14
Section 6.01	Confidential Information	14
Section 6.02	Obligations	14
Section 6.03	Authorized Disclosure	14
Section 6.04	Employees; Agents	15
Section 6.05	Return of Confidential Information	15
Section 6.06	Remedies Upon Breach	15
ARTICLE VII TERM; TERMINATION		15
Section 7.01	Term	15
Section 7.02	Term Extensions	15
Section 7.03	Termination	16
Section 7.04	Effect of Termination	17
ARTICLE VIII MISCELLANEOUS		17
Section 8.01	Assignment	17
Section 8.02	Notices	17
Section 8.03	Choice of Law	18
Section 8.04	Venue/Arbitration	18
Section 8.05	Indemnification; Defense Against Complaint	18
Section 8.06	Entire Agreement; Amendments and Waivers	19
Section 8.07	Counterparts	19
Section 8.08	Invalidity	19
Section 8.09	Headings	19
Section 8.10	Expenses	19
Section 8.11	Publicity	19

Section 8.12	Independent Contractor	19
Section 8.13	Severability of Provisions	19
Section 8.14	Force Majeure	19
Section 8.15	Official Language	19
Section 8.16	Translation	20
ARTICLE IX ACKNOWLEDGEMENTS		20
Section 9.01	Acknowledgements of Oji and VCP	20

1.01(a)	Current Technology
4.01(a)	Thermal Paper Products Ready for Commercialization

This STRATEGIC BUSINESS AGREEMENT (the ?Agreement?) is made as of August 6, 2007 by and between OJI PAPER CO., LTD., a Japanese corporation having its registered office at 7-5, Ginza 4-Chome, Chuo-ku, Tokyo, 104-0061, Japan (?Oji?) and VOTORANTIM CELULOSE E PAPEL S.A., a Brazilian corporation having its registered office at Alameda Santos, 1357, 6^th floor, Cerqueira Cesar, 01419-908, Sao Paulo, SP, Brazil, registered at CNPJ under N^o60.643.228-0001-21 (?VCP?)

WHEREAS, there is a long history of mutually beneficial cooperation between Oji and VCP;

WHEREAS, Oji and VCP are currently parties to a Technology Transfer Agreement, dated as of October 4, 2004 (the ?2004 Agreement?), pursuant to which Oji has licensed the Current Technology (as defined below) to VCP;

WHEREAS, Oji and VCP wish to terminate the 2004 Agreement and extend and expand their relationship as provided herein; and

WHEREAS, Oji and VCP intend through this Agreement to collaborate on future Improvements (as defined below) of the Current Technology and the New Technology (as defined below) in order to enhance the economic efficiency through the exchange of Trade-Secrets, Trade Marks and Copyrights of (a) the use of such Current Technology and New Technology and (b) the development of such Improvements to such Current Technology and New Technology;