Exhibit 10.33

February 28, 2005

North Atlantic Operating Co., Inc.
257 Park Avenue South
New York, New York 10010

Gentlemen:

Reference is made to the Amended and Restated Distribution and License Agreement dated as of November 30, 1992, between us relating to the distribution of Zig Zag cigarette paper booklets and related products in the United States (the “U.S. Agreement”) and in Canada (the “Canadian Agreement”) (collectively, the “Distribution Agreements), each as amended.

This will confirm the parties’ agreement, pursuant to Section 3(d) of each of the Distribution Agreements, as follows:

The parties agree that pricing based on the foregoing shall be in effect retroactively with respect to all orders received after December 31, 2004.

1.	The Consumer Price Index for the five year period commencing January 1, 2005 through December 31, 2009 shall continue to be: for the United States, the United States Consumer Index for the Northeast urban region, as currently provided in Section 3(b) of the U.S. Agreement, and for Canada, the Canadian Consumer Price Index as currently provided in Section 3(b) of the Canadian Agreement.
2.	The currency adjustment formula set forth in Section 3(c) of each of the Distribution Agreements shall continue in the same ratio as currently reflected in Section 3(c) for the five year period commencing January 1, 2005 through December 31, 2009, except that the ratio shall be expressed in Euros instead of French Francs based on the original conversion rate of French Francs into Euros as follows:
	(a)	All references in Section 3 (c) to 4.5 FF or the number 4.5 shall instead be to 0.6860206 € or 0.6860206 and
	(b)	All reference in Section 3 (c) to 3.5 FF or the number 3.5 shall instead be to 0.5335716 € or 0.5335716.

The parties agree that pricing based on the foregoing shall be in effect retroactively with respect to all orders received after December 31, 2004.

If you are in agreement with the foregoing please return to us a copy of this letter duly executed by you.

Very truly yours,
Bollore S.A.
By:	Cédric Bolloré
/s/ Cédric Bolloré

Agreed to and accepted:
North Atlantic Operating Co. Inc.
By:	/s/ James Dobbins

		North Atlantic Operating Company Inc
		Attn: Mr James Dobbins
		257 Park Avenue South
		New York, NY 10010
By Fax (3 pages)
& by Courier (Saga Express)
CP/MH/LT2005–38
		February 28, 2005
Re:	Pricing Agreement

Dear James,

You will find enclosed the pricing agreement duly executed by Cedric Bolloré.

Please return a copy to me once executed.

Best Regards,

 

Claude Parisot

General Counsel