SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                             FORM 8-K

                           Current Report 

                  Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act

Date of Report (Date of earliest event reported):  April 14, 1998 
(March 30, 1998)

                      GREIF BROS. CORPORATION
      (Exact name of registrant as specified in its charter)

         Delaware                 1-566          31-4388903    
(State or other jurisdiction    (Commission    (I.R.S. Employer
    of incorporation)             File No.)    Identification No.)

        425 Winter Road, Delaware, Ohio                43015    
    (Address of Principal Executive Offices)         (Zip Code)

Registrant's telephone number, including area code   740-549-6000   

                         Not Applicable
  (Former name or former address, if changed since last report)

Index to Exhibits on Page 5

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

        On March 30, 1998, pursuant to the terms of a Stock 
Purchase Agreement, dated March 30, 1998, between Greif Bros. 
Corporation (the "Company") and Sonoco Products Company 
("Sonoco"), the Company acquired the industrial container 
business of Sonoco by purchasing all of the outstanding shares of 
KMI Continental Fibre Drum, Inc., a Delaware corporation ("KMI"), 
Sonoco Plastic Drum, Inc., an Illinois corporation ("SPD"), GBC 
Holding Co., a Delaware corporation ("GBC Holding"), and Fibro 
Tambor, S.A. de C.V., a Mexican corporation ("Fibro Tambor") and 
the membership interest of Sonoco in Total Packaging Systems of 
Georgia, LLC, a Delaware limited liability company ("TPS").  KMI, 
SPD, GBC Holding, Fibro Tambor, TPS and their respective 
subsidiaries are in the business of producing, manufacturing, 
selling and leasing plastic drums and fibre drums principally in 
the United States and Mexico and refurbishing and reconditioning 
plastic drums principally in the United States and Mexico.  In 
addition, on March 30, 1998, the Company entered into an 
agreement with Sonoco to acquire its intermediate bulk container 
business, which the parties intend to close as soon as receipt of 
necessary approvals are obtained.  Pending receipt of such 
approvals, the Company will market and sell intermediate bulk 
containers for Sonoco under a distributorship agreement. 

        The acquisition of the industrial container business 
includes twelve fibre drum plants and five plastic drum plants 
along with facilities for research and development, packaging 
services and distribution.  The Company has no present plans to 
devote any material amount of the assets acquired to other 
purposes.

        As consideration for the shares of KMI, SPD, GBC 
Holding and Fibro Tambor and the membership interest of Sonoco in 
TPS, the Company paid $185,395,000 in cash.  The purchase price 
was determined through negotiations.  The Company used funds 
available under the Credit Agreement, dated as of March 30, 1998, 
which provides a revolving credit facility of up to $325,000,000, 
in order to pay the purchase price.  The Credit Agreement is 
filed herewith as Exhibit 99(b).

        These transactions have previously been publicly 
announced by the Company and a copy of the press release issued 
by the Company on March 31, 1998 is included herewith as Exhibit 
99(a).

                             -2-

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS (concluded)

        The description contained herein of the Stock Purchase 
Agreement is qualified in its entirety by reference to the Stock 
Purchase Agreement dated March 30, 1998 between the Company and 
Sonoco, which is attached hereto as Exhibit 2 and incorporated 
herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

        As of the date of filing of this Current Report on Form 
8-K, it is impracticable for the Company to provide the financial 
statements required by this Item 7(a).  No such financial 
statements are presently available.  In accordance with Item 
7(a)(4) of Form 8-K, the required financial statements will be 
filed by amendment under cover of Form 8-K/A no later than 60 
days after April 14, 1998.

(b)  Pro Forma Financial Information.

        As of the date of filing of this Current Report on Form 
8-K, it is impracticable for the Company to provide the pro forma 
financial information required by this Item 7(b).  No such pro 
forma information is presently available.  In accordance with 
Item 7(b)(2) of Form 8-K, such pro forma financial information 
will be filed by amendment under cover of Form 8-K/A no later 
than 60 days after April 14, 1998.

(c)  Exhibits.

        The following documents related to the acquisition of 
the shares of KMI, SPD, GBC Holding and Fibro Tambor and the 
membership interest in TPS are being filed as exhibits to this 
Form 8-K:

Exhibit Number                   Description

2                 Stock Purchase Agreement, dated March 30, 1998, 
                  between Greif Bros. Corporation and Sonoco 
                  Products Company (the "Stock Purchase 
                  Agreement")

99(a)             Press Release issued by Greif Bros. Corporation 
                  on March 31, 1998

                             -3-

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS (concluded)

Exhibit Number                    Description

99(b)              Credit Agreement, dated as of March 30, 1998, 
                   among Greif Bros. Corporation, as Borrower, 
                   Various Financial Institutions, as Banks, and 
                   KeyBank National Association, as Agent (the 
                   "Credit Agreement")

Schedules and Exhibits to the Stock Purchase Agreement have not 
been filed because the Company believes they do not contain 
information material to an investment decision which is not 
otherwise disclosed in the Stock Purchase Agreement.  A list has 
been attached to the Stock Purchase Agreement briefly identifying 
the contents of all omitted Schedules and Exhibits.  The Company 
hereby agrees to furnish supplementally a copy of any omitted 
Schedule or Exhibit to the Securities and Exchange Commission 
upon its request.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange 
Act of 1934, the Company has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.

DATE:   April 14, 1998      GREIF BROS. CORPORATION

                                    BY /s/Michael J. Gasser
                            Michael J. Gasser, Chairman
                            and Chief Executive Officer

                             -4-

INDEX TO EXHIBITS

Exhibit Number             Description                          Pages

      2             Stock Purchase Agreement dated       *
                    March 30, 1998 between Greif 
                    Bros. Corporation and Sonoco
                    Products Company.

     99(a)          Press Release issued by Greif        *
                    Bros. Corporation on
                    March 31, 1998.

     99(b)          Credit Agreement, dated as of        *
                    March 30, 1998, among Greif 
                    Bros. Corporation, as Borrower, 
                    Various Financial Institutions, 
                    as Banks, and KeyBank National 
                    Association, as Agent.

*  Included herein.

                             -5-

                                                     Exhibit 2

                   STOCK PURCHASE AGREEMENT

                          BETWEEN

                   GREIF BROS. CORPORATION

                             AND

                   SONOCO PRODUCTS COMPANY,

                  AS THE SOLE SHAREHOLDER OF

  KMI CONTINENTAL FIBRE DRUM, INC., A DELAWARE CORPORATION, SONOCO 
  PLASTIC DRUM, INC., AN ILLINOIS CORPORATION, AND GBC HOLDING CO, 
                   A DELAWARE CORPORATION

                  AND AS THE SOLE MEMBER OF

    TOTAL PACKAGING SYSTEMS OF GEORGIA, LLC, A DELAWARE LIMITED 
                      LIABILITY COMPANY  

                    DATED: March 30, 1998

                     TABLE OF CONTENTS

                                                                  Page

ARTICLE 1.  DEFINITIONS                                             2
Section 1.1.  Definitions                                           2
ARTICLE 2.  PURCHASE AND SALE OF SHARES                            10
Section 2.1.  Purchase and Sale of Shares and TPS 
Interest                                                           10
Section 2.2.  Purchase Price                                       11
Section 2.3.  Delivery of Share Certificates and the 
Assignment of the TPS Interest                                     11
ARTICLE 3.  CLOSING                                                11
Section 3.1.  Closing                                              11
Section 3.2.  Transactions at Closing                              11
ARTICLE 4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER           13
Section 4.1.  Authority of Seller; No Conflict                     13
Section 4.2.  Organization and Qualification of Each 
Acquired Company                                                   14
Section 4.3.  Capitalization of Each Acquired Company              15
Section 4.4.  Books and Records                                    15
Section 4.5.  Financial Statements                                 16
Section 4.6.  Events Subsequent to Most Recent Fiscal 
Year End                                                           16
Section 4.7.  Undisclosed Liabilities                              17
Section 4.8.  Compliance with Legal Requirements; 
Governmental Authorizations                                        17
Section 4.9.  Legal Proceedings; Orders                            18
Section 4.10.  Taxes                                               18
Section 4.11.  Real Property                                       19
Section 4.12.  Intellectual Property                               21
Section 4.13.  Personal Property; Condition and 
Sufficiency of Assets                                              23
Section 4.14.  Inventory                                           24
Section 4.15.  Contracts; No Defaults                              24
Section 4.16.  Notes, Accounts and Other Miscellaneous 
Receivables                                                        25
Section 4.17.  Bank Accounts; Powers of Attorney                   26
Section 4.18.  Insurance                                           26
Section 4.19.  Product Warranty                                    26
Section 4.20.  Product Liability                                   26
Section 4.21.  Labor Relations and Compliance                      27
Section 4.22.  Employee Benefits                                   28
Section 4.23.  Customers                                           30
Section 4.24.  Guaranties                                          30
Section 4.25.  Environmental Matters                               30
Section 4.26.  Certain Payments                                    31
Section 4.27.  Related Person Services                             31
Section 4.28.  Brokers' Fees                                       32

                             -i-

Section 4.29.  Financial Projections                               32
Section 4.30.  Disclosure                                          32
ARTICLE 5.  REPRESENTATIONS AND WARRANTIES OF BUYER                32
Section 5.1.  Organization and Good Standing                       32
Section 5.2.  Authority; No Conflict                               32
Section 5.3.  Certain Proceedings                                  33
Section 5.4.  Brokers' Fees                                        33
Section 5.5.  Investment                                           33
Section 5.6.  No Default                                           33
Section 5.7.  Available Funds                                      33
ARTICLE 6. CERTAIN AGREEMENTS                                      33
Section 6.1.  Investigation of the Acquired Companies 
by Buyer                                                           33
Section 6.2.  Preserve Accuracy of Representations and 
Warranties                                                         34
Section 6.3.  Consents of Third Parties; Governmental 
Authorizations                                                     34
Section 6.4.  Operations Prior to the Closing Date                 35
Section 6.5.  Notification by Seller of Certain Matters            36
Section 6.6. Title Abstracts and Surveys                           36
Section 6.7.  Compliance with Environmental Property 
Transfer Acts                                                      37
Section 6.8.  Change of Corporate Names                            37
ARTICLE 7. ADDITIONAL AGREEMENTS                                   37
Section 7.1.  Covenant Not to Compete or Solicit 
Business                                                           37
Section 7.2.  Access to Records after Closing                      39
Section 7.3.  Employees and Employee Benefit Plans                 39
Section 7.4.  Confidential Nature of Information                   45
Section 7.5.  No Solicitation                                      45
Section 7.6.  Notes, Accounts and Other Miscellaneous 
Receivables                                                        45
Section 7.7. Environmental Matters                                 46
Section 7.8.  Financial Statement Consents                         47
Section 7.9.  Delivery of Audited Financial Statements             47
Section 7.10.  Certain Contracts in the Name of Seller 
Relating to the Industrial Container Business                      47
Section 7.11.  Option to Purchase Far East Fibre Drum 
Operations                                                         48
Section 7.12.  Post Closing Real Estate Matters                    49
Section 7.13.  Post Closing Intellectual Property 
Matters                                                            49
Section 7.14.  Patent Litigation Matters                           50
ARTICLE 8.  CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE           50
Section 8.1.  Conditions Precedent to Buyer's 
Obligation to Close                                                50
Section 8.2.  Conditions Precedent to Seller's 
Obligation to Close                                                51
ARTICLE 9. COVENANTS AS TO TAX MATTERS                             52
Section 9.1.  Section 338(h)(10) Election                          52
Section 9.2.  Liability for Taxes                                  53
Section 9.3.  Preparation and Filing of Tax Returns                54
Section 9.4.  Cooperation and Assistance                           55

                             -ii-

Section 9.5.  Transfer Taxes                                       55
Section 9.6.  Nonforeign Affidavit                                 55
ARTICLE 10.  INDEMNIFICATION; REMEDIES                             55
Section 10.1.  Survival of Representations and 
Warranties                                                         55
Section 10.2.  Indemnification and Payment of Damages 
by  Seller                                                         56
Section 10.3.  Indemnification and Payment of Damages 
by Buyer                                                           56
Section 10.4.  Limitations on Indemnification                      57
Section 10.5.  Procedure for Indemnification--Third 
Party Claims                                                       57
Section 10.6.  Procedure for Indemnification--Direct 
Claims                                                             58
Section 10.7.  Procedure for Indemnification--Direct 
Environmental Claims                                               58
ARTICLE 11. TERMINATION                                            61
Section 11.1.  Termination                                         61
Section 11.2.  Notice of Termination                               61
Section 11.3.  Effect of Termination                               61
ARTICLE 12.  GENERAL PROVISIONS                                    61
Section 12.1.  Expenses                                            61
Section 12.2.  Public Announcements                                62
Section 12.3.  Notices                                             62
Section 12.4.  Further Assurances                                  63
Section 12.5.  Waiver                                              63
Section 12.6.  Entire Agreement and Modification                   63
Section 12.7.  Assignments, Successors, and No Third-
Party Rights                                                       63
Section 12.8.  Severability                                        64
Section 12.9.  Section Headings, Construction                      64
Section 12.10.  Time of Essence                                    64
Section 12.11.  Governing Law                                      64
Section 12.12.  Counterparts                                       64
Section 12.13.  Incorporation of Exhibits and Schedules            64

                             -iii-

                    STOCK PURCHASE AGREEMENT

                This Stock Purchase Agreement ("Agreement") is made as 
of March 30, 1998, by and between Greif Bros. Corporation, a 
Delaware corporation (the "Buyer"), and Sonoco Products Company, 
a South Carolina corporation (the "Seller").

WITNESSETH:

                WHEREAS, Seller owns (a) directly all of the issued and 
outstanding shares of KMI Continental Fibre Drum, Inc., a 
Delaware corporation ("KMI"), which wholly owns, as a Subsidiary, 
Sonoco Fibre Drum, Inc., a Delaware corporation ("SFD"), which in 
turn wholly owns, as a Subsidiary, Sonoco Packaging Services, 
Inc., a Delaware corporation ("SPS"), (b) directly all of the 
issued and outstanding shares of Sonoco Plastic Drum, Inc., an 
Illinois corporation ("SPD"), which wholly owns, as Subsidiaries, 
Sonoco Plastic Drum Southwest Division, Inc., a Texas corporation 
("SPD Southwest") and Sonoco Plastic Drum, Inc., a Kentucky 
corporation ("SPD Southeast"), (c) directly all of the issued and 
outstanding shares of GBC Holding Co., a Delaware corporation 
("GBC Holding"), (d) indirectly through wholly-owned Subsidiaries 
all of the issued and outstanding shares of Fibro Tambor, S.A. de 
C.V., a Mexican corporation ("Fibro Tambor") and (e) directly 
100% percent of the membership interest in the equity and 
earnings of Total Packaging Systems of Georgia, LLC, a Delaware 
limited liability company ("TPS").

                WHEREAS, KMI, SPD, GBC Holding, Fibro Tambor, TPS and 
their respective Subsidiaries (including SFD, SPS, SPD Southwest 
and SPD Southeast) are in the business of producing, 
manufacturing, selling and leasing plastic drums, fibre drums and 
intermediate bulk containers principally in the United States and 
Mexico and refurbishing and reconditioning plastic drums 
principally in the United States and Mexico, and the business 
operations of such entities, together with the Far East Fibre 
Drum Operations, constitute all of industrial container business 
operation of the Seller and its affiliates (all of such business, 
excluding therefrom the production, manufacturing, selling and 
leasing of intermediate bulk containers pursuant to or in 
connection with a License Agreement dated April 1, 1989 with 
Sotralentz, S. A. (the "IBC Business") shall hereinafter be 
referred to as the "Industrial Container Business").

                WHEREAS, Seller desires to sell, and Buyer desires to 
purchase, the Industrial Container Business in the manner set 
forth in this Agreement.

                WHEREAS, Seller desires to sell, and Buyer desires to 
purchase, (a) all of the issued and outstanding shares (the 
"Shares") of capital stock of (i) KMI, (ii) SPD, (iii) GBC 
Holding  and (iv) Fibro Tambor and (b) all of the membership 
interest of Seller in the equity and earnings of TPS (the "TPS 
Interest") for the consideration and on the terms set forth in 
this Agreement.

                NOW, THEREFORE, in consideration of the foregoing 
premises and the representations, warranties, covenants and 
agreements contained herein, Buyer and Seller agree as follows:

ARTICLE 1.  DEFINITIONS 

                Section 1.1.  Definitions.  For purposes of this 
Agreement, the following terms shall have the following meanings:

                "Accounting Firm" has the meaning specified in Section 
9.3(d).

                "Acquired Company" means, individually, KMI, SPD, GBC 
Holding, Fibro Tambor, TPS and each of their respective 
Subsidiaries, including SFD, SPD Southwest, SPD Southeast and 
SPS.

                "Acquired Companies" means KMI, SPD, GBC Holding, Fibro 
Tambor, TPS and each of their respective Subsidiaries, including 
SFD, SPD Southwest, SPD Southeast and SPS, collectively.

                "Agreement" has the meaning specified in the first 
paragraph of this document.

                "Allocations" has the meaning specified in Section 
9.1(b).

                "Applicable Contract" means any Contract specified in 
Section 4.15.

                "Assets" means all right, title and interest in and to 
all of the assets of the Acquired Companies, including, without 
limitation, (a) all real property, leaseholds and subleaseholds 
therein, improvements, fixtures and fittings thereon, and 
easements, rights-of-way and other appurtenances thereto, (b) all 
tangible personal property (such as machinery, equipment, 
inventories of raw materials and supplies, manufactured and 
purchased parts, goods in process and finished goods, furniture, 
automobiles, trucks, tractors, trailers, tools, jigs, dies and 
office equipment), (c) Intellectual Property of the Acquired 
Companies (excluding the name "Sonoco" and any derivations, 
abbreviations or symbols thereof), the goodwill associated 
therewith, licenses and sublicenses granted and obtained with 
respect thereto, and rights thereunder, (d) accounts, accounts 
receivable, notes receivable and all other receivables, (e) cash 
and cash equivalents, (f) prepaid assets, (g) marketable 
securities and (h) deposits.

                "Basis" means any past or present fact, situation, 
circumstance, status, condition, activity, practice, plan, 
occurrence, event, incident, action, failure to act, or 
transaction that forms or could form the basis for any specified 
consequence.

        "Buyer" has the meaning specified in the first paragraph of 
this Agreement.

        "Buyer Ancillary Agreements" means all Contracts, 
instruments and documents being or to be executed and delivered 
by Buyer under this Agreement or in connection herewith.

                             -2-

        "CERCLA" means the Comprehensive Environmental Response, 
Compensation, and Liability Act of 1980, as amended, and the 
regulations promulgated thereunder.

        "Closing" has the meaning specified in Section 3.1. 

        "Closing Date" means the date as of which the Closing 
actually takes place.

        "Company" means, individually, (a) KMI, (b) SPD and (c) 
GBC Holding.

        "Company Group" means the "affiliated group" (as 
defined in Section 1504(a) of the IRC without regard to the 
limitations contained in Section 1504(b) of the IRC) that 
includes Seller.

        "Company Property" means any real or personal property, 
plant, building, facility, structure, underground storage tank, 
equipment or unit, or other asset currently or formerly owned, 
leased or operated by any of the Acquired Companies.

        "Copyrights" means United States and foreign 
copyrights, copyrightable works, and mask work, whether 
registered or unregistered, and pending applications to register 
the same.

                "Consent" means any approval, consent, ratification, 
waiver, or other authorization (including any Governmental 
Authorization).

        "Contaminant" means any waste, pollutant, hazardous or 
toxic substance, petroleum, petroleum-based substance or waste, 
or any other substance that is listed, defined, designated or 
classified as, or otherwise determined to be, hazardous, 
radioactive or toxic, or a pollutant or a contaminant under or 
pursuant to, any Environmental Law.

                "Contemplated Transactions" means all of the 
transactions contemplated by this Agreement, including: (a)  the 
sale of the Shares of KMI, SPD, GBC Holding and Fibro Tambor by 
Seller (or, in the case of the Shares of Fibro Tambor, one or 
more of its wholly-owned Subsidiaries) to Buyer (or in the case 
of the Shares of Fibro Tambor, one or more affiliates of Buyer 
identified by Buyer; (b)  the sale of the TPS Interest by Seller 
to Buyer; (c)  the sale of the entire Industrial Container 
Business by Seller to Buyer, including the indirect acquisition 
by Buyer of all of the issued and outstanding shares of SFD, SPD 
Southwest, SPD Southeast and SPS, which entities are wholly-owned 
Subsidiaries of either KMI or SPD; and (d) the performance by 
Buyer and Seller of their respective covenants and obligations 
under this Agreement.

                "Contract" means any agreement, contract, obligation, 
promise, or undertaking (whether written or oral and whether 
express or implied) that is legally binding. 

                "Election" shall have the meaning specified in Section 
9.1(a).

                             -3-

        "Encumbrance" means any lien (statutory or other), 
claim, charge, security interest, mortgage, deed of trust, 
pledge, hypothecation, assignment, conditional sale or other 
title retention agreement, preference, priority or other security 
agreement or preferential arrangement of any kind or nature, and 
any easement, encroachment, covenant, restriction, right of way, 
defect in title or other encumbrance of any kind.

        "Environment" means soil, land surface or subsurface 
strata, surface waters (including navigable waters, ocean waters, 
streams, ponds, drainage basins, and wetlands), groundwaters, 
drinking water supply, stream sediments, ambient air (including 
indoor air), plant and animal life, and any other environmental 
medium or natural resource.

        "Environmental Encumbrance" means an Encumbrance in 
favor of any Governmental Body for (a) any Liability under any 
Environmental Law or (b) damages arising from, or costs incurred 
by such Governmental Body in response to, a Release or threatened 
Release of a Contaminant into the Environment.

        "Environmental Law" means all Legal Requirements relating to 
or addressing the Environment, including those that require or 
relate to: (a) advising appropriate Governmental Bodies, 
employees and the public of intended or actual Release of 
Contaminants, violations of discharge limits, or other 
prohibitions; (b) preventing, or reducing to acceptable levels, 
the Release of Contaminants into the Environment; (c) reducing 
the quantities, preventing the Release, or minimizing the 
hazardous characteristics, of Contaminants that are generated; 
(d) reducing to acceptable levels the risks inherent in the 
transportation of Contaminants; (e) cleaning up Contaminants that 
have been released or paying the costs of such clean up; or (f) 
making responsible parties pay private parties, or groups of 
them, for damages done to their health or the Environment, or 
permitting self-appointed representatives of the public interest 
to recover for injuries done to public assets.  Environmental Law 
includes, without limitation, the Clean Air Act, as amended, 
CERCLA, the Federal Water Pollution Control Act, as amended, the 
Occupational Safety and Health Act of 1970, as amended, RCRA, the 
Safe Drinking Water Act, as amended, the Toxic Substances Control 
Act, as amended, the Hazardous & Solid Waste Amendments Act of 
1984, as amended, the Superfund Amendments and Reauthorization 
Act of 1986, as amended, the Hazardous Materials Transportation 
Act, as amended, and any state laws implementing or that are 
analogs to the foregoing federal laws.

        "Environmental Property Transfer Acts" means any 
applicable Legal Requirements that, for environmental reasons, 
conditions, restricts, prohibits or requires any notification or 
disclosure with respect to the direct or indirect transfer, sale, 
lease or closure of any property, including any so-called 
"Environmental Cleanup Responsibility Acts" or "Responsible 
Property Transfer Acts."

        "ERISA" means the Employee Retirement Income Security 
Act of 1974 or any successor law, and regulations and rules 
issued pursuant to that Act or any successor law.

        "Exclusive Distributorship Agreement" means the 
Exclusive Distributorship Agreement between Buyer and Seller 
attached hereto as Exhibit C. 

                             -4-

        "Expenses" means any and all expenses incurred in 
connection with investigating, defending or asserting any claim, 
action, suit or proceeding incident to any matter indemnified 
against hereunder (including, without limitation, court filing 
fees, court costs, arbitration fees or costs, witness fees, and 
reasonable fees and disbursements of legal counsel, 
investigators, expert witnesses, consultants, accountants and 
other professionals).

        "Far East Fibre Drum Operations" has the meaning 
specified in Section 7.1.

        "Fibro Tambor" has the meaning specified in the 
recitals of this Agreement.

        "Financial Statements" has the meaning specified in 
Section 4.5.

        "GAAP" means generally accepted United States 
accounting principles, applied on a basis consistent with the 
basis on which any balance sheet or other financial statements 
referred to in Section 4.5 were prepared.

        "GBC Holding" has the meaning specified in the recitals 
of this Agreement.

        "Governmental Authorization" means any approval, 
consent, license, permit, waiver, or other authorization issued, 
granted, given, or otherwise made available by or under the 
authority of any Governmental Body or pursuant to any Legal 
Requirement.

        "Governmental Body" means any: (a) nation, state, 
county, city, town, village, district, or other jurisdiction of 
any nature; (b) federal, state, local, municipal, foreign, or 
other government; (c) governmental or quasi-governmental 
authority of any nature (including any governmental agency, 
branch, department, official, or entity and any court or other 
tribunal); (d) multi-national organization or body; or (e) body 
exercising, or entitled to exercise, any administrative, 
executive, judicial, legislative, police, regulatory, or taxing 
authority or power of any nature.

        "HSR Act" means the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976 or any successor law, and regulations 
and rules issued pursuant to that Act or any successor law.

        "IBC Business" has the meaning specified in the 
recitals of this Agreement.

        "IBC Sales Agreement" shall mean the IBC Sales 
Agreement attached as Exhibit D.

        "Industrial Container Business" has the meaning 
specified in the recitals of this Agreement.

        "Intellectual Property" means Copyrights, Patent 
Rights, Trademarks and Trade Secrets and all agreements, 
contracts, licenses, sublicenses, assignments and indemnities 
which relate or pertain to any of the foregoing.

                             -5-

        "Interest Rate" has the meaning specified in Section 
9.1(d).

        "IRC" means the Internal Revenue Code of 1986 or any 
successor law, and regulations issued by the IRS pursuant to the 
Internal Revenue Code or any successor law.

        "IRS" means the United States Internal Revenue Service 
or any successor agency, and, to the extent relevant, the United 
States Department of the Treasury.

        "KMI" has the meaning specified in the first paragraph 
of this document.

        "Knowledge of the Seller" means the actual knowledge, 
after due inquiry, of (a) any executive officer of Seller charged 
with responsibility for the Industrial Container Business, (b) 
any of the officers or management employees (including plant 
managers) of any of the Acquired Companies, (c) any in-house 
legal counsel for Seller or any of the Acquired Companies with 
duties relating to the Industrial Container Business, (d) any 
internal accountant, auditor or other employee of Seller or any 
of the Acquired Companies charged with the responsibility for 
preparing financial statements for any of the Acquired Companies 
or for compliance by any of the Acquired Companies with Legal 
Requirements relating to Taxes, including compliance with Legal 
Requirements relating to Taxes when an Acquired Company is a 
member of an affiliated, consolidated, combined or unitary group, 
(e) any employee of Seller or any of the Acquired Companies 
charged with responsibility for compliance by any of the Acquired 
Companies with any Environmental Law or (f) any employee of 
Seller or of the Acquired Companies charged with responsibility 
for compliance by any of the Acquired Companies with Legal 
Requirements relating to employment.

        "Leased Real Property" has the meaning specified in 
Section 4.11(b).

        "Legal Requirement" means any federal, state, local, 
municipal, foreign, international, multinational, or other 
administrative order, constitution, law, ordinance, principle of 
common law, regulation, statute, or treaty.

        "Liability" mean any liability (whether known or 
unknown, whether asserted or unasserted, whether absolute or 
contingent, whether accrued or unaccrued, whether liquidated or 
unliquidated, and whether due or to become due), including any 
liability for Taxes.

        "Losses" means any and all losses, costs, obligations, 
liabilities, settlement payments, awards, judgments, fines, 
penalties, damages, expenses, deficiencies or other charges.

        "Material Adverse Effect" means any condition, 
circumstance, change or effect (or any development that, insofar 
as can be reasonably foreseen, would result in any condition, 
circumstance, change or effect) that is materially adverse to the 
Assets, business, financial condition, results of operations or 
prospects of the Acquired Companies, taken as a whole.

        "Most Recent Financial Statements" has the meaning 
specified in Section 4.5.

                             -6-

        "Most Recent Fiscal Month End" has the meaning 
specified in Section 4.5.

                "Most Recent Fiscal Year End" has the meaning specified 
in Section 4.5.

                "Order" means any award, decision, injunction, 
judgment, order, ruling, subpoena, or verdict entered, issued, 
made, or rendered by any court, administrative agency, or other 
Governmental Body or by any arbitrator.

                "Ordinary Course of Business" means an action taken by 
a Person if: (a) such action is consistent with the past 
practices of such Person (including with respect to quantity and 
frequency) and is taken in the ordinary course of the normal day-
to-day operations of such Person; and (b) such action is not 
required to be authorized by the board of directors of such 
Person (or by any Person or group of Persons exercising similar 
authority).

                "Organizational Documents" means (a) the articles or 
certificate of incorporation and the bylaws or code of 
regulations of a corporation; (b) the partnership agreement and 
any certificate or statement of partnership of a general 
partnership; (c) the limited partnership agreement and the 
certificate of limited partnership of a limited partnership; 
(d) the articles or certificate of organization of a limited 
liability company and the operating agreement or limited 
liability company agreement of a limited liability company; 
(e) any charter or similar document adopted or filed in 
connection with the creation, formation or organization of a 
Person; and (f) any amendment to any of the foregoing.

        "Owned Real Property" has the meaning specified in 
Section 4.11(a).

        "Owned Software" has the meaning specified in Section 
4.12(g).

        "Patent Rights" means United States and foreign 
patents, patent applications, continuations, continuations-in-
part, divisions, reissues, patent disclosures, inventions 
(whether or not patentable or reduced to practice) and 
improvements thereto.

        "Permitted Encumbrances" means: (a) liens for Taxes and 
other governmental charges and assessments arising in the 
Ordinary Course of Business which are not yet due and payable, 
(b) liens of landlords and liens of carriers, warehousemen, 
mechanics and materialmen and other like liens arising in the 
Ordinary Course of Business for sums not yet due and payable (c) 
other liens on property which are not material in amount, and (d) 
easements, encroachments, covenants, restrictions, rights of way, 
defects in title or other encumbrance of any kind which do not 
interfere with, and are not violated by, the consummation of the 
Contemplated Transactions, and do not impair the marketability 
of, or materially detract from the value of, or materially impair 
the existing use of, the property affected thereby.

        "Person" means any individual, corporation (including 
any non-profit corporation), general or limited partnership, 
limited liability company, joint venture, estate, trust, 
association, organization, labor union, or other entity or 
Governmental Body.

                            -7-

        "Plan" has the meaning specified in Section 4.22.

        "Proceeding" means any action, arbitration, audit, 
hearing, investigation, litigation, or suit (whether civil, 
criminal, administrative, investigative, or informal) commenced, 
brought, conducted, or heard by or before, or otherwise 
involving, any Governmental Body or arbitrator.

        "Purchase Price" has the meaning specified in 
Section 2.2.

        "RCRA" means the Resource Conservation and Recovery Act of 
1976, as amended, and the regulations promulgated thereunder.
        
        "Related Person" means, with respect to a particular 
individual: (a) each other member of such individual's Family; 
(b) any Person that is directly or indirectly controlled by such 
individual or one or more members of such individual's Family; 
(c) any Person in which such individual or members of such 
individual's Family hold (individually or in the aggregate) a 
Material Interest; and (d) any Person with respect to which such 
individual or one or more members of such individual's Family 
serves as a director, officer, partner, executor, or trustee (or 
in a similar capacity).  With respect to a specified Person other 
than an individual: (a) any Person that directly or indirectly 
controls, is directly or indirectly controlled by, or is directly 
or indirectly under common control with such specified Person; 
(b) any Person that holds a Material Interest in such specified 
Person; (c) each Person that serves as a director, officer, 
partner, executor, or trustee of such specified Person (or in a 
similar capacity); (d) any Person in which such specified Person 
holds a Material Interest; and (e) any Person with respect to 
which such specified Person serves as a general partner or a 
trustee (or in a similar capacity).  For purposes of this 
definition, (a) the "Family" of an individual includes (i) the 
individual, (ii) the individual's spouse, (iii) any other natural 
person who is related to the individual or the individual's 
spouse within the first degree, and (iv) any other natural person 
who resides with such individual, and (b) "Material Interest" 
means direct or indirect beneficial ownership (as defined in 
Rule 13d-3 under the Securities Exchange Act of 1934) of voting 
securities or other voting interests representing at least 10% of 
the outstanding voting power of a Person or equity securities or 
other equity interests representing at least 10% of the 
outstanding equity securities or equity interests in a Person.

        "Release" means any release, spill, emission, leaking, 
pumping, injection, deposit, disposal, discharge, dispersal, 
leaching or migration of a Contaminant into the indoor or outdoor 
Environment or into or out of any Company Property, including the 
movement of Contaminants through or in the air, soil, surface 
water, groundwater or Company Property.

        "Representative" means, with respect to a particular 
Person, any director, officer, employee, agent, consultant, 
advisor, or other representative of such Person, including legal 
counsel, accountants, and financial advisors.

        "Seller " has the meaning specified in the first 
paragraph of this Agreement.

                             -8-

        "Seller Ancillary Agreements" means all Contracts, 
instruments and documents being or to be executed and delivered 
by Seller under this Agreement or in connection herewith.

        "SFD" has the meaning specified in the recitals of this 
Agreement.

        "SPD" has the meaning specified in the recitals of this 
Agreement.

        "SPD Southeast" has the meaning specified in the 
recitals of this Agreement.

        "SPD Southwest" has the meaning specified in the 
recitals of this Agreement.

        "SPS" has the meaning specified in the recitals of this 
Agreement.

        "Shares" has the meaning specified in the recitals of 
this Agreement.

        "Software" means computer software programs and 
software systems, including all databases, compilations, tool 
sets, compilers, higher level or "proprietary" languages, related 
documentation and materials, whether in source code, object code 
or human readable form.

        "Straddle Periods" has the meaning specified in Section 
9.2(c).

        "Subsidiary" means, with respect to any Person (the 
"Owner"), any corporation or other Person of which securities or 
other interests having the power to elect a majority of that 
corporation's or other Person's board of directors or similar 
governing body, or otherwise having the power to direct the 
business and policies of that corporation or other Person (other 
than securities or other interests having such power only upon 
the happening of a contingency that has not occurred) are held by 
the Owner or one or more of its Subsidiaries.

        "Tax" means any federal, state, local, or foreign tax 
(including any income, gross receipts, capital gains, license, 
lease, service, service use, payroll, employment, excise, 
severance, stamp, occupation, premium, windfall profits, 
environmental (including taxes under IRC Section 59A), customs duties, 
capital stock, franchise, profits, withholding, social security 
(or similar), unemployment, disability, real property, personal 
property, sales, use, ad valorem, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of 
any kind whatsoever) levy, assessment, tariff, duty, deficiency 
or other fee, including any interest, fine, penalty, or addition 
thereto, whether disputed or not, imposed, assessed or collected 
by or under the authority of any Governmental Body or payable 
pursuant to any Tax Sharing Arrangement or any other Contract 
relating to sharing or payment of such tax, levy, assessment, 
tariff, duty, deficiency or other fee or otherwise payable as a 
result of being a member of an affiliated, consolidated, combined 
or unitary group. 

        "Tax Return" means any return (including any 
information return), report, statement, schedule, notice, form, 
or other document or information filed with or submitted to, or 
required to be filed with or submitted to, any Governmental Body 
in connection with the determination, assessment, collection, or 
payment of any Tax or in connection with 

                             -9-

the administration, implementation, or enforcement of or 
compliance with any Legal Requirement relating to any Tax.

        "Tax Sharing Arrangement" means any written or 
unwritten agreement or arrangement for the allocation or payment 
of Tax liabilities or payment for Tax benefits with respect to a 
consolidated, combined or unitary Tax Return which Tax Return 
includes one or more of the Acquired Companies.

        "Threatened" means, in respect of any claim, 
Proceeding, dispute, action, or other matter, any demand or 
statement that has been made (orally or in writing) or any notice 
that has been given (orally or in writing), or any other event 
that has occurred or any other circumstances exist that would 
lead a prudent Person to conclude that such a claim, Proceeding, 
dispute, action, or other matter is likely to be asserted, 
commenced, taken, or otherwise pursued in the future.

        "TPS" has the meaning specified in the recitals of this 
Agreement.

        "TPS Interest" has the meaning specified in the 
recitals of this Agreement.

        "Trademarks" means United States, state and foreign 
trademarks, service marks, logos, trade dress and trade names 
(including all assumed or fictitious names under which any 
Acquired Company is conducting business or has within the 
previous five years conducted business), corporate names 
(including, with respect to each of the foregoing, all of the 
goodwill associated therewith), whether registered or 
unregistered, and pending applications to register the foregoing.

        "Trade Secrets" means confidential information, ideas, 
compositions, trade secrets, know-how, manufacturing and 
production processes and techniques, research information, 
drawings, specification, designs, plans, improvements, concepts, 
methods, processes, formulae, reports, data, customer and 
supplier lists, mailing lists, financial, business and marketing 
plans, or other proprietary information.

        "Transitional Services Agreement" means the 
Transitional Services Agreement between the Buyer and Seller in 
the form attached hereto as Exhibit A.

ARTICLE 2.  PURCHASE AND SALE OF SHARES 

                Section 2.1.  Purchase and Sale of Shares and TPS 
Interest .  On and subject to the terms and conditions of this 
Agreement, Buyer agrees to purchase from Seller (or, with respect 
to the Shares of Fibro Tambor, Buyer and/or one or more of its 
affiliates from one or more wholly-owned Subsidiaries of Seller), 
and Seller agrees (and with respect to the Shares of Fibro 
Tambor, Seller agrees to cause its wholly-owned Subsidiaries) to 
sell, transfer, convey and deliver to Buyer (or with respect to 
Fibro Tambor, Buyer and/or one or more of its affiliates), free 
and clear of all Encumbrances, all of the Shares of KMI, SPD, GBC 
Holding and Fibro Tambor at the Closing.  On and subject to the 
terms and conditions of this Agreement, Buyer also agrees to 
purchase from Seller, and Seller agrees to sell, transfer, convey

                            -10-

and deliver to Buyer, free and clear of all Encumbrances, the TPS 
Interest at the Closing.  At the Closing, KMI shall own, free and 
clear of all Encumbrances, all of the issued and outstanding 
shares of SFD (which in turn shall own, free and clear of all 
Encumbrances, all of the issued and outstanding shares of SPS), 
and SPD shall own, free and clear of all Encumbrances, all of the 
issued and outstanding shares of SPD Southeast and SPD Southwest.

                Section 2.2.  Purchase Price.  The aggregate purchase 
price (the "Purchase Price") for the Industrial Container 
Business (including for all of the Shares and the TPS Interest) 
is One Hundred Eighty-Five Million Three Hundred Ninety Five 
Thousand Dollars ($185,395,000).  At the Closing, Buyer shall pay 
to Seller the Purchase Price by wire transfer in accordance with 
written instructions delivered to Buyer from Seller at least two 
business days prior to the Closing.

                Section 2.3.  Delivery of Share Certificates and the 
Assignment of the TPS Interest.  At the Closing, Seller shall 
deliver to Buyer valid share certificates issued by KMI, SPD, GBC 
Holding  and Fibro Tambor evidencing all the Shares of each such 
corporation owned of record by Seller (or in the case of Fibro 
Tambor, owned of record by one or more wholly-owned Subsidiaries 
of Seller), each duly endorsed in blank or with separate stock 
powers duly endorsed in blank attached, with signatures 
guaranteed by a commercial bank or by a member firm of the New 
York Stock Exchange.  At the Closing, Seller shall deliver an 
assignment, duly executed by Seller, transferring all of the TPS 
Interest to Buyer.  The assignment shall be in such form as 
Buyer's counsel may reasonably require.

ARTICLE 3.  CLOSING 

                Section 3.1.  Closing.  The closing of the Contemplated 
Transactions (the "Closing") shall take place at the offices of 
Buyer's counsel, Vorys, Sater, Seymour and Pease LLP, at 52 East 
Gay Street, Columbus, Ohio, at 2:00 p.m. (local time) on March 
30, 1998.

                Section 3.2.  Transactions at Closing.  

                (a)     At Closing, Seller shall deliver to Buyer the 
      following:

                        (i)     the share certificates evidencing the Shares 
         of KMI, SPD, GBC Holding and Fibro Tambor as 
         provided in Section 2.3;

                        (ii)    the original corporate minute books and stock 
         records of each Acquired Company, together with 
         the original share certificates evidencing that 
         (a) SFD is a wholly-owned Subsidiary of KMI, 
         (b) SPS is a wholly-owned Subsidiary of SFD, 
         (c) SPD Southwest is a wholly-owned Subsidiary 
         of SPD and (d) SPD Southeast is a wholly-owned 
         Subsidiary of SPD; 

                        (iii) an assignment of the TPS Interest as provided 
         in Section 2.3, together with (a) the 
         releases and resignations contemplated by the  

                             -11-

          Limited Liability Company Agreement of TPS 
          (including the resignations and releases of 
          Gary Crutchfield  and Greg Wall as members of 
          the Members Committee of TPS) in connection 
          with such assignment, (b) the original minute 
          books of TPS and (c) copies of documents 
          executed in connection with the purchase by 
          Seller of the membership interest of Twin 
          City Container, Inc. in February 1998; 

                        (iv)    the certificate of an officer of Seller 
          described in Section 8.1(b);

                        (v)      a certificate of good standing of Seller, as 
          of the most recent practicable date, from the 
          Secretary of State of the State of South 
          Carolina and from the Secretary of State of 
          the state of incorporation or organization 
          for each of the Acquired Companies;

                        (vi)      the certificate of an officer of Seller 
          certifying (a) the adoption and copies of 
          resolutions of the Board of Directors of 
          Seller approving the Contemplated 
          Transactions and (b) the incumbency of the 
          officers of Seller who are either executing 
          this Agreement or any of the other documents 
          contemplated hereunder,  and the certificate 
          of an officer of affiliates of the Seller 
          certifying (a) the adoption and copies of any 
          resolutions evidencing any other required 
          corporate approvals by any of the affiliates 
          of the Seller and (b) the incumbency of the 
          officers of affiliates of Seller who are 
          executing any of the other documents 
          contemplated hereunder;

                        (vii)  the certificate of an officer of each 
          Acquired Company certifying and attaching 
          thereto true and complete copies of the 
          Organizational Documents of the Acquired 
          Company (the certificate of incorporation 
          attached thereto shall be certified by the 
          applicable Secretary of State); 

                        (viii) opinion of counsel described in Section 
          8.1(d); 

                        (ix)    evidence of the receipt of the Consents, as 
          described in Section  8.1(f); 

                        (x)        evidence of the assignment by Seller or an 
          affiliate of the Seller (other than an 
          Acquired Company) to an Acquired Company of 
          specific identified Contracts (including 
          those requiring Consent to the assignment of 
          such Contract and those not requiring Consent 
          to the assignment of the Contract) that 
          relate to the Industrial Container Business 
          but that have as a party thereto Seller or an 
          affiliate of Seller other than an Acquired 
          Company (provided that the form of assignment

                             -12-

          and the Acquired Company to which such 
          Contract shall be assigned shall be 
          reasonably acceptable to Buyer); 

                        (xi)      the executed Transitional Services Agreement; 

                        (xii)  evidence of the filing of the name changes 
          for the Acquired Companies as contemplated by 
          Section 6.8 of this Agreement; 

                        (xiii) evidence of the termination of the Trademark 
          License Agreement  as between SPC Resources, 
          Inc. and any one or more of the Acquired 
          Companies that are parties to such agreement;

                        (xiv)  the executed IBC Sales Agreement; and

                        (xv)    the executed Exclusive Distributorship 
          Agreement.

                (b)     At Closing, Buyer shall deliver to Seller the 
      following:

                        (i)        the Purchase Price, in the manner set forth 
          in Section 2.2;

                        (ii)    the certificate of an officer of Buyer 
          described in Section 8.2(b);

                        (iii)  opinion of counsel described in Section 
          8.2(d);

                        (iv)    certificates of incumbency of the officers of 
          Buyer who are executing this Agreement and 
          the other documents contemplated hereunder; 

                        (v)    certified copies of resolutions of the Board 
          of Directors of Buyer approving the 
          Contemplated Transactions; 

                        (vi)    the executed Transitional Services Agreement;

                        (vii)  the executed IBC Sales Agreement; and

                        (viii) the executed Exclusive Distributorship 
          Agreement.

ARTICLE 4.  REPRESENTATIONS AND WARRANTIES OF THE SELLER 

                Seller represents and warrants to Buyer as follows:

                Section 4.1.  Organization and Authority of Seller; No 
Conflict.  

                (a)     Seller is a corporation duly organized, validly 
existing, and in good standing under the laws of the State of 
South Carolina.  Seller has full corporate power and authority to

                             -13-

conduct its business as it is now being conducted.  Seller has 
full corporate power and authority to execute, deliver and 
perform this Agreement and each Seller Ancillary Agreement to 
which it is a party.  This Agreement and each Seller Ancillary 
Agreement has been duly approved and authorized by all requisite 
corporate action.  This Agreement constitutes the valid and 
legally binding obligation of Seller, enforceable against Seller 
in accordance with its terms.  Upon the execution and delivery of 
the Seller Ancillary Agreements, such agreements will constitute 
the valid and legally binding obligations of Seller, enforceable 
against Seller in accordance with their respective terms.

   (b)  Except as set forth in Schedule 4.1(b), neither 
the execution and delivery of this Agreement or any of the Seller 
Ancillary Agreements nor the consummation or performance of this 
Agreement, any of the Seller Ancillary Agreements or any of the 
Contemplated Transactions will, directly or indirectly (with or 
without notice or lapse of time): (i) contravene, conflict with, 
or result in a violation of (A) any provision of the 
Organizational Documents of Seller or any of the Acquired 
Companies, or (B) any resolution adopted by the board of 
directors or the shareholder(s) of Seller or any of the Acquired 
Companies; (ii) contravene, conflict with, or result in a 
violation of, or give any Governmental Body or other Person the 
right to challenge any of the Contemplated Transactions or to 
exercise any remedy or obtain any relief under, any Legal 
Requirement or any Order to which Seller, any of the Acquired 
Companies, or any of the Assets owned or used by any of the 
Acquired Companies may be subject; (iii) contravene, conflict 
with, or result in a violation of any of the terms or 
requirements of, or give any Governmental Body the right to 
revoke, withdraw, suspend, cancel, terminate, or modify, any 
material Governmental Authorization that is held by any of the 
Acquired Companies or that otherwise relates to the Industrial 
Container Business of, or any of the Assets owned or used by, any 
of the Acquired Companies; (iv) contravene, conflict with, or 
result in a violation or breach of any provision of, or give any 
Person the right to declare a default or exercise any remedy 
under, or to accelerate the maturity or performance of, or to 
cancel, terminate, or modify, any Applicable Contract; or (v) 
result in the imposition or creation of any Encumbrance upon or 
with respect to any of the Assets owned or used by any of the 
Acquired Companies.  Except as provided under the HSR Act and 
except as set forth in Schedule 4.1(b), neither Seller nor any of 
the Acquired Companies is or will be required to give any notice 
to or obtain any Consent from any Person (including from any 
Governmental Body) in connection with the execution and delivery 
of this Agreement, any of the Seller Ancillary Agreements or the 
consummation or performance of any of the Contemplated 
Transactions.

                Section 4.2.  Organization and Qualification of Each 
Acquired Company. Schedule 4.2 contains a complete and accurate 
list for each Acquired Company of its name, its jurisdiction of 
incorporation or organization, and other jurisdictions in which 
it is authorized to do business.  Each Acquired Company (other 
than TPS) is a corporation duly organized, validly existing, and 
in good standing under the laws of its jurisdiction of

                             -14-

incorporation, and is duly qualified as a foreign corporation and 
is in good standing in each jurisdiction where the character of 
its properties owned or leased or the nature of its activities 
makes such qualification necessary, except where the failure to 
be so qualified would not result in Liability of more than 
$10,000 individually to any Acquired Company or more than $25,000 
in the aggregate to the Acquired Companies.  TPS is a limited 
liability company duly organized, validly existing, and in good 
standing under the laws of its jurisdiction of organization, and 
is duly qualified as a foreign limited liability company and is 
in good standing in each jurisdiction where the character of its 
properties owned or leased or the nature of its activities makes 
such qualification necessary.  No other jurisdiction has 
demanded, requested or otherwise indicated that any such Acquired 
Company is required so to qualify.  Each Acquired Company has 
full power and authority to conduct its business as it is now 
being conducted. 

                Section 4.3.  Capitalization of Each Acquired Company.  
Schedule 4.3 sets forth (a) the name of each Acquired Company, 
(b) the authorized capital stock (or, in the case of TPS, equity 
interests) of the Acquired Company, (c) the number of issued and 
outstanding shares of capital stock (or, in the case of TPS, 
equity interests) of each Acquired Company and (d) the beneficial 
and record owner of all such shares of capital stock or equity 
interest.  All of the issued and outstanding shares of capital 
stock (or, in the case of TPS, equity interests) of each Acquired 
Company have been validly issued, are fully paid and 
nonassessable.  All of the issued and outstanding shares of 
capital stock (or, in the case of TPS, equity interests) of each 
Acquired Company are owned by the record holder thereof free and 
clear of all Encumbrances.  There are no outstanding 
subscriptions, options, warrants, calls, rights (including 
unsatisfied preemptive rights), convertible securities, 
obligations to make capital contributions or advances, or voting 
trust arrangements, proxies, stockholders' agreements or other 
agreements, commitments or understandings of any character 
relating to the issued or unissued capital stock (or, in the case 
of TPS, equity interests) of any Acquired Company or securities 
convertible into, exchangeable for or evidencing the right to 
subscribe for any shares of such capital stock or equity 
interest, or otherwise obligating Seller or any Acquired Company 
to issue, transfer or sell any of such capital stock, equity 
interests or such other securities.  There are no outstanding or 
authorized stock appreciation, phantom stock, profit 
participation or similar rights with respect to any Acquired 
Company or any of its securities.  Except as set forth in 
Schedule 4.3, no Acquired Company owns, directly or indirectly, 
of record or beneficially, or has any Contract to acquire, any 
equity securities or other securities of any Person (other than 
equity securities of Acquired Companies).

Section 4.4.  Books and Records. The books of account, 
minute books, stock record books and other corporate records of 
the Acquired Companies are true and complete in all material 
respects, have been maintained in accordance with Legal 
Requirements and accurately present and reflect in all material 
respects all the transactions therein described.  The minute 
books of the Acquired Companies contain accurate and complete 
records of all meetings held of, and action taken by, the 
stockholders (or, in the case of TPS, members), the Boards of 
Directors and committees of the Boards of Directors (or in the 
case of TPS, the Board of Managers) of the Acquired Companies on 
or after (i) in the case of SPD, SPD Southeast and SPD Southwest, 
March 3, 1986, and (ii) in the case of KMI and SFD, February 25, 
1985, and no meeting of any such stockholders (or, in the case of 
TPS, members), Board of Directors (or in the case of TPS, the 
Board of Managers) or committee has been held for which minutes 
have not been prepared and are not contained in such minute 
books.  At the Closing, all of those books and records (including 
the minute books of the Acquired Companies) will be in the 
possession of the Acquired Companies.

                             -15-

                Section 4.5.  Financial Statements.  Subject to the 
provisions of Section 7.9 of this Agreement, attached hereto as 
Schedule 4.5 are the following financial statements (collectively 
the "Financial Statements"): (a)  audited consolidated financial 
statements for the fiscal year ended December 31, 1995, for the 
fiscal year ended December 31, 1996 and for the fiscal year ended 
December 31, 1997 (with the December 31, 1997 being referred to 
as the "Most Recent Fiscal Year End") for the Acquired Companies; 
and (b) unaudited interim financial statements (the "Most Recent 
Financial Statements") as of and for the two months ended 
February 28, 1998 (the "Most Recent Fiscal Month End") for the 
Acquired Companies.  The audited Financial Statements (including 
the notes thereto) have been prepared in accordance with GAAP 
applied on a consistent basis throughout the periods covered 
thereby, present fairly the financial condition of the Acquired 
Companies as of such dates and the results of operations of the 
Acquired Companies for such periods.  The unaudited Financial 
Statements have been prepared on a consistent basis with past 
practices, present fairly the financial condition of the Acquired 
Companies as of such date and the results of operations of the 
Acquired Companies for such period.  Also attached as Schedule 
4.5 are the audited consolidated financial statements for the 
fiscal year ended December 31, 1995, for the fiscal year ended 
December 31, 1996 and for the fiscal year ended December 31, 1997 
for the Acquired Companies that covers both the Industrial 
Container Business and the IBC Business.

                Section 4.6.  Events Subsequent to Most Recent Fiscal 
Year End.  Since the Most Recent Fiscal Year End, there has not 
been any material adverse change in the Assets, financial 
condition, operations, results of operations, or the Industrial 
Container Business of the Acquired Companies.  Since the Most 
Recent Fiscal Year End, except as set forth in Schedule 4.6 or as 
provided in this Agreement,  each of the Acquired Companies has 
operated in the Ordinary Course of Business.  Without limiting 
the generality of the foregoing, since that date, except as set 
forth in Schedule 4.6 or as otherwise provided in this Agreement:  
(a) the Acquired Companies have not sold, leased, transferred, or 
assigned any of their Assets, tangible or intangible, other than 
for a fair consideration in the Ordinary Course of Business and 
have not incurred any Liability other than in the Ordinary Course 
of Business; (b) the Acquired Companies have not entered into any 
Applicable Contract outside the Ordinary Course of Business; (c) 
the Acquired Companies have not accelerated, delayed or postponed 
the payment of accounts payable and other Liabilities outside the 
Ordinary Course of Business or the collection of notes or 
accounts receivable outside the Ordinary Course of Business; (d) 
the Acquired Companies have maintained inventory (including work 
- -in-process) at levels consistent with their past practices in 
the Ordinary Course of Business, (e) the Acquired Companies have 
not accelerated, delayed or postponed the acquisition, repair or 
replacement of machinery, equipment and other assets used in 
connection with the business of the Acquired Companies in the 
Ordinary Course of Business; (f) the Acquired Companies have not 
canceled, compromised, waived, or released any right or claim (or 
series of related rights and claims) outside the Ordinary Course 
of Business; (g) the Acquired Companies have not experienced any 
material damage, destruction, or loss (whether or not covered by 
insurance) to their Assets; (h) the Acquired Companies have not 
entered into any employment contract or collective bargaining 
agreement, written or oral, or modified the terms of any existing 
such contract or agreement outside the Ordinary Course of 
Business; (i) the Acquired Companies have not made any other 
change in employment terms for any of its directors, officers, 
and employees outside the Ordinary Course of Business; (j) the 
Acquired Companies have not made, or agreed to make, any payment

                             -16-

of cash or distribution of assets to Seller or any affiliate of 
Seller except for payments for services rendered or products 
delivered in the Ordinary Course of Business and except for 
distributions of cash made in the Ordinary Course of Business; 
(k) the Acquired Companies have not made any change in the 
accounting principles and practices used by the Acquired 
Companies from those applied in the preparation of the Financial 
Statements; (l) the Acquired Companies have not prepared or filed 
any Tax Return inconsistent with past practice or, on any such 
Tax Return, taken any position, made any election, or adopted any 
method that is inconsistent with positions taken, elections made 
or methods used in preparing or filing similar Tax Returns in 
prior periods (including, without limitation, positions, 
elections or methods which would have the effect of deferring 
income to periods for which Buyer is liable pursuant to Section 
9.2(b) or accelerating deductions to periods for which Seller is 
liable pursuant to Section 9.2(a), (m) the Acquired Companies 
have not paid, agreed to pay or incurred any Liability for any 
payment for any contribution to any Plan other than in the 
Ordinary Course of Business or paid any bonus to any employees 
other than in the Ordinary Course of Business or granted any 
increase in compensation to any employee other than in the 
Ordinary Course of Business or made any increase or enhancement 
of benefits in any of the Plans other than in the Ordinary Course 
of Business and (s) there has not been any other occurrence, 
event, incident, action, failure to act, or transaction outside 
the Ordinary Course of Business involving any of the Acquired 
Companies.

                Section 4.7.  Undisclosed Liabilities.  Except as set 
forth in Schedule 4.7, the Acquired Companies do not have any 
Liability (and there is no Basis for any present or future 
Proceeding against it giving rise to any Liability), except for 
(a) Liabilities set forth on the face of the Most Recent 
Financial Statements and (b) Liabilities which have arisen after 
the Most Recent Fiscal Month End in the Ordinary Course of 
Business (none of which results from, arises out of, relates to, 
is in the nature of, or was caused by any breach of contract, 
breach of warranty, tort, infringement, or violation of any Legal 
Requirement); and (c) Liabilities which do not either singly or 
in the aggregate exceed $20,000.

                Section 4.8.  Compliance with Legal Requirements; 
Governmental Authorizations.

                (a)     Except as set forth in Schedule 4.8: (i) each 
Acquired Company is and has been in compliance in all material 
respects with each Legal Requirement that is or was applicable to 
it or to the conduct or operation of the Industrial Container 
Business or the ownership or use of any of its Assets; and (ii) 
to the Knowledge of Seller, no Acquired Company has received any 
notice or other communication from any Governmental Body or any 
other Person regarding any actual or alleged violation of, or 
failure to comply with, any material Legal Requirement.

                (b)     Schedule 4.8 contains a complete and accurate list 
of each Governmental Authorization that is held by an Acquired 
Company or that otherwise relates to the business of, or to any 
of the Assets owned or used by, the Acquired Company.  Each 
Governmental Authorization listed or required to be listed in 
Schedule 4.8 is valid and in full force and effect.  The 
Governmental Authorizations listed in Schedule 4.8 collectively 
constitute all of the Governmental Authorizations necessary to 
permit the Acquired Company to lawfully conduct and operate the 
Industrial Container Business in the manner it currently conducts 
and operates such business and to permit the Acquired Company to 
own and use its Assets in the manner in which it currently owns

                             -17- 

and uses such Assets, except for such Governmental Authorizations 
where the failure to have such Governmental Authorizations would  
not result in Liability of more than $10,000 individually to any 
Acquired Company or more than $25,000 in the aggregate to the 
Acquired Companies.  Except as set forth on Schedule 4.8, the 
purchase of the TPS Interest and the Shares of KMI, SPD, GBC 
Holding and Fibro Tambor by Buyer shall not invalidate any such 
Governmental Authorization or otherwise require any filing with 
or disclosure to any Governmental Body in order to maintain the 
validity of, keep in full force and effect, the Governmental 
Authorizations.

Section 4.9.  Legal Proceedings; Orders.  Except as set 
forth in Schedule 4.9, there is no pending Proceeding: (a) that 
has been commenced by or against an Acquired Company or that 
otherwise relates to or may materially affect the business of, or 
any of the Assets owned or used by, an Acquired Company; or (b) 
that challenges, or that may have the effect of preventing, 
delaying, making illegal, or otherwise interfering with, any of 
the Contemplated Transactions.  To the Knowledge of the Seller, 
no such Proceeding has been Threatened.  Except as set forth in 
Schedule 4.9: (a) there is no Order to which an Acquired Company, 
or any of the Assets owned or used by an Acquired Company, is 
subject; and (b) to the Knowledge of the Seller, no officer, 
director, agent, or employee of Acquired Company is subject to 
any Order that prohibits such officer, director, agent, or 
employee from engaging in or continuing any conduct, activity, or 
practice relating to the business of the Acquired Company.

                Section 4.10.  Taxes.

        (a)     Except as set forth in Schedule 4.10, (i) each 
Acquired Company and each Company Group has duly and timely filed 
all Tax Returns required to be filed on or before the Closing  
Date (taking into account permitted extensions), (ii) all items 
of income, gain, loss, deduction and credit or other items 
required to be included in each such Tax Return have been so 
included and all information provided in each such Tax Return is 
true, correct and complete, (iii) all Taxes owed by an Acquired 
Company or a Company Group which have become due with respect to 
the period covered by each such Tax Return have been timely paid 
in full, (iv) all withholding Tax requirements imposed on or with 
respect to an Acquired Company or a Company Group have been 
satisfied in full, and (v) no penalty, interest or other charge 
is or will become due with respect to the late filing of any such 
Tax Return or late payment of any such Tax.

 (b)    None of the Tax Returns of an Acquired Company 
that only contain financial information concerning the Acquired 
Company has been audited by a Governmental Body except as set 
forth in Schedule 4.10 and except for Tax Returns for periods for 
which the statute of limitations has expired.

 (c)    There is no claim against an Acquired Company for 
any Taxes, and no assessment, deficiency or adjustment has been 
asserted or proposed with respect to any Tax Return of an 
Acquired Company that only contains financial information 
concerning the Acquired Company other than those disclosed in 
Schedule 4.10.  To the Knowledge of the Seller, there is no Basis

                             -18-

for any assessment, deficiency or adjustment with respect to any 
Tax Return of an Acquired Company that only contains financial 
information concerning the Acquired Company.

        (d)     Except as set forth in Schedule 4.10, there is not 
in force any extension of time with respect to the due date for 
the filing of any Tax Return of an Acquired Company that only 
contains financial information concerning the Acquired Company or 
any waiver or agreement for any extension of time for the 
assessment or payment of any Tax of or with respect to an 
Acquired Company.

        (e)     Except as set forth in Schedule 4.10, none of the 
Acquired Companies has any Liability for the Taxes of any Person 
as a transferee or successor, by Contract or otherwise.

        (f)     There are no liens for Taxes (other than for 
current Taxes not yet due and payable) upon the Assets of any 
Acquired Company.

        (g)     All Tax Sharing Arrangements and Tax indemnity 
arrangements relating to any Acquired Company (other than this 
Agreement) will terminate prior to the Closing Date, and no 
Acquired Company will have any Liability thereunder on or after 
the Closing Date.

(h)     None of the Acquired Companies is or has been a 
United States Real Property Holding Corporation (as defined in 
Section 897(c)(2) of the IRC) during the applicable period 
specified in Section 897(c)(1)(A)(ii) of the IRC.
(i)     TPS is disregarded as an entity separate from its 
owner for federal income Tax purposes and has not elected 
otherwise pursuant to Treasury Regulation Section 301.7701-3.

                Section 4.11.  Real Property.

        (a)     Schedule 4.11(a) contains a brief description of 
(i) each parcel of real property owned by an Acquired Company 
(the "Owned Real Property") (showing the record title holder, 
legal description, permanent index number, location, 
improvements, the uses being made thereof and any indebtedness 
secured by an Encumbrance thereon) and (ii) each option held by 
an Acquired Company to acquire any real property.  Except as set 
forth in Schedule 4.11(a), each Acquired Company has good, 
marketable and insurable (at ordinary rates) title in fee simple 
absolute to all Owned Real Property held of record by such 
Acquired Company and to all buildings, structures and other 
improvements thereon, in each case free and clear of all 
Encumbrances, except for Permitted Encumbrances. Except as set 
forth on Schedule 4.11(a), each Acquired Company has fulfilled 
and performed in all material respects all its obligations, and 
all obligations binding upon any Owned Real Property, under each 
of the Encumbrances to which any Owned Real Property is subject, 
and, to the Knowledge of Seller, no Acquired Company is in breach 
or default under, or in violation of or noncompliance with, any 
such Encumbrances, and to the Knowledge of Seller, no event has 
occurred and no condition or state of facts exists which, with 
the passage of time or the giving of notice or both, would 
constitute such a breach, default, violation or noncompliance.  
Except as set forth on Schedule 4.11(a), each Owned Real Property 
has received all Governmental Authorizations required in 
connection with the operation thereof and has been operated and 
maintained in all material respects in accordance with all Legal

                             -19-

Requirements (including all Legal Requirements relating to 
zoning).  The consummation of the Contemplated Transactions by 
this Agreement will not result in any breach or violation of, 
default under or noncompliance with, or any forfeiture or 
impairment of any rights under, any Encumbrance to which any 
Owned Real Property is subject, or require any consent, approval 
or act of, or the making of any filing with, any Person party to 
or benefited by or possessing the power or authority to exercise 
rights or remedies under or with respect to any such Encumbrance.  
All public utilities currently utilized at each Owned Real 
Property give adequate service to the Owned Real Property, and 
the Owned Real Property has unlimited access to and from publicly 
dedicated streets, the responsibility for maintenance of which 
has been accepted by the appropriate Governmental Body.  Complete 
and correct copies of any instruments evidencing Encumbrances, 
commitments for the issuance of title insurance, title opinions, 
surveys and appraisals in Seller's or the Acquired Company's 
possession and any policies of title insurance currently in force 
and in the possession of Seller or the Acquired Company with 
respect to each such parcel have heretofore been delivered by 
Seller to Buyer.

        (b)     Schedule 4.11(b) sets forth a list and brief 
description of each lease or similar agreement (showing the 
parties thereto, annual rental, expiration date, renewal, 
purchase and termination options, if any, the improvements 
thereon, the uses being made thereof, and the location and the 
legal description of the real property covered by, and the space 
occupied under, such lease or other agreement) under which (i) an 
Acquired Company is lessee or sublessee of, or holds, uses or 
operates, any real property owned by any third Person (the 
"Leased Real Property") or (ii) an Acquired Company is lessor of 
any of the Owned Real Property.  Except as set forth in Schedule 
4.11(b), each Acquired Company has the right to quiet enjoyment 
of all the Leased Real Property described in such Schedule for 
the full term of each such lease or similar agreement (and any 
renewal option) relating thereto, and the leasehold or other 
interest of the Acquired Company in such Leased Real Property is 
not subject or subordinate to any Encumbrance, except for 
Permitted Encumbrances.  Except as set forth on Schedule 4.11(b) 
and except for Permitted Encumbrances, there are no agreements or 
other documents governing or affecting the occupancy or tenancy 
of any of the Leased Real Property by an Acquired Company or of 
any of the Owned Real Property by any Person other than an 
Acquired Company.  With respect to each lease and similar 
agreement listed in Schedule 4.11(b), except as set forth on 
Schedule 4.11(b) : (i) the lease is legal, valid, binding, 
enforceable, and is in full force and effect; (ii) no Acquired 
Company, and to the Knowledge of the Seller, no other party is in 
breach or default, and to the Knowledge of Seller, no event has 
occurred which, with notice or lapse of time, would constitute a 
breach or default or permit termination, modification, or 
acceleration thereunder; (iii) no Acquired Company, and to the 
Knowledge of the Seller, no other party to the lease has 
repudiated any provision thereof; (iv) there are no disputes, 
oral agreements, or forbearance programs in effect as to the 
lease; (v) no Acquired Company has assigned, transferred, 
conveyed, mortgaged, deeded in trust, or encumbered any interest 
in the leasehold; (vi) to the Knowledge of Seller all facilities 
leased or subleased thereunder have received all Governmental 
Authorizations required in connection with the operation thereof 
and have been operated and maintained in accordance with all 
Legal Requirements (including all Legal Requirements relating to 
zoning); (vii) all facilities leased thereunder are supplied with 
public utilities that give adequate service to the Leased Real 
Property, and the Leased Real Property has unlimited access to 
and from publicly dedicated streets, the responsibility for 
maintenance of which has been accepted by the appropriate 

                             -20-

Governmental Body, (viii) no rights or interests of any Acquired 
Company under the leases or subleases have been waived or 
released; and (ix) no consent of the lessor is required in 
connection with the Contemplated Transactions.  Complete and 
correct copies of any instruments evidencing Encumbrances, 
commitments for the issuance of title insurance, title opinions, 
surveys and appraisals in Seller's or an Acquired Company's 
possession and any policies of title insurance currently in force 
and in the possession of Seller or an Acquired Company with 
respect to each such parcel of Leased Real Property have 
heretofore been delivered by Seller to Buyer.

        (c)     Neither the whole nor any part of the Owned Real 
Property or any Leased Real Property is subject to any Proceeding 
for condemnation, eminent domain or other taking by any public 
authority, and, to the Knowledge of the Seller, no such 
condemnation or other taking is Threatened. 

        (d)     Neither Seller nor any Acquired Company has 
received any notice from any Governmental Body concerning any 
actual or contemplated public improvements made or to be made by 
any Governmental Body, the costs of which are or are to become 
special assessments and a lien upon any Owned Real Property or 
Leased Real Property, and, to the Knowledge of the Seller, no 
such public improvement is Threatened.

        Section 4.12.  Intellectual Property.  

        (a)     Schedule 4.12(a) contains a list and description 
(showing in each case any product, device, process, service, 
business or publication covered thereby, the registered or other 
owner, expiration date and number, if any) of all Copyrights, 
Patent Rights and Trademarks owned by, licensed to or used by an 
Acquired Company.

        (b)     Schedule 4.12(b) contains a list and description 
(showing in each case any owner, licensor or licensee) of all 
Software owned by, licensed to or used by an Acquired Company 
which is material to the Industrial Container Business, except 
Software licensed to an Acquired Company that is available in 
consumer retail stores and subject to "shrink-wrap" license 
agreements.

        (c)     Schedule 4.12(c) contains a list and description 
(showing in each case the parties thereto and the material terms 
thereof) of all agreements, contracts, licenses, sublicenses, 
assignments and indemnities which relate to (i) any Copyrights, 
Patent Rights or Trademarks listed in Schedule 4.12(a), (ii) any 
Trade Secrets owned by, licensed to or used by an Acquired 
Company or (iii) any Software listed in Schedule 4.12(b).

        (d)     Except as disclosed in Schedule 4.12(d), an 
Acquired Company either (i) owns the entire right, title and 
interest in and to the Intellectual Property and Software 
included in its Assets, free and clear of any Encumbrance or (ii) 
has the perpetual, royalty-free right to use the same.

                             -21-

        (e)     Except as disclosed in Schedule 4.12(e), (i) all 
registrations for Copyrights, Patent Rights and Trademarks 
identified in Schedule 4.12(a) as being owned by an Acquired 
Company are valid and in force, and all applications to register 
any unregistered Copyrights, Patent Rights and Trademarks so 
identified are pending and in good standing, all without 
challenge of any kind, (ii) the Intellectual Property owned by an 
Acquired Company is valid and enforceable, (iii) an Acquired 
Company has the sole and exclusive right to bring actions for 
infringement or unauthorized use of the Intellectual Property and 
Software owned by the Acquired Company and, to the Knowledge of 
the Seller, there is no Basis for any such action, (iv) each 
Acquired Company has taken all actions necessary to protect, and 
where necessary register, the Copyrights, Trademarks, Software, 
Patent Rights or Trade Secrets which is material to the 
Industrial Container Business and (v) no Acquired Company is in 
material breach of any agreement affecting the Intellectual 
Property, and no Acquired Company has taken any action which 
would impair or otherwise adversely affect its rights in the 
Intellectual Property.  Correct and complete copies of 
(x) registrations for all registered Copyrights, Patent Rights 
and Trademarks identified in Schedule 4.12(a) as being owned by 
an Acquired Company and (y) all pending applications to register 
unregistered Copyrights, Patent Rights and Trademarks identified 
in Schedule 4.12(a) as being owned by an Acquired Company 
(together with any subsequent correspondence, notices or filings 
relating to the foregoing) have heretofore been delivered by 
Seller to Buyer.

        (f)     Except as set forth in Schedule 4.12(f), (i) no 
infringement of any Intellectual Property of any other Person has 
occurred or results in any way from the operations, activities, 
products, Software, equipment, machinery or processes used in the 
Industrial Container Business of the Acquired Companies, (ii) no 
claim of any infringement of any Intellectual Property of any 
other Person has been made or asserted in respect of the 
operations of the Industrial Container Business of the Acquired 
Companies, (iii) no claim of invalidity of any Copyright, 
Trademark or Patent Right, Software or Trade Secret has been 
made, and (iv) no Proceedings are pending or, to the Knowledge of 
the Seller, Threatened which challenge the validity, ownership or 
use of any Intellectual Property.

        (g)     Except as disclosed in Schedule 4.12(g), (i) the 
Software which is material to the Industrial Container Business 
included in the Assets of the Acquired Companies is not subject 
to any transfer, assignment, reversion, site, equipment, or other 
limitations, (ii) each Acquired Company has maintained and 
protected the Software which is material to the Industrial 
Container Business included in the assets and properties of such 
Acquired Company that it owns (the "Owned Software") (including 
all source code and system specifications) with appropriate 
proprietary notices, confidentiality and non-disclosure 
agreements and such other measures as are necessary to protect 
the proprietary, trade secret or confidential information 
contained therein, (iii) the Owned Software has been registered 
or is eligible for protection and registration under applicable 
copyright law and has not been forfeited to the public domain, 
(iv) the Acquired Companies have copies of all prior releases or 
separate versions of the Owned Software so that the same may be 
subject to registration in the United States Copyright Office, 
(v) the Acquired Companies have complete and exclusive right, 
title and interest in and to the Owned Software, (vi) the Owned 
Software does not infringe any Intellectual Property of any other 
Person, and (vii) any Owned Software includes the source code, 
system documentation, statements of principles of operation and

                             -22-

schematics, as well as any pertinent commentary, explanation, 
program (including compilers), workbenches, tools, and higher 
level (or "proprietary") language used for the development, 
maintenance, implementation and use thereof, so that a trained 
computer programmer could develop, maintain, enhance, modify, 
support, compile and use all releases or separate versions of the 
same.

        (h)     Except as disclosed in Schedule 4.12(h), to the 
Knowledge of the Seller, all employees, agents, consultants or 
contractors who have contributed to or participated in the 
creation or development of any Intellectual Property material to 
the Industrial Container Business or Software material to the 
Industrial Container Business on behalf of an Acquired Company or 
any predecessor in interest to any of them either (i) is a party 
to a "work-for-hire" agreement under which the Acquired Company 
is deemed to be the original owner/author of all property rights 
therein or (ii) has executed an assignment or an agreement to 
assign in favor of the Acquired Company (or such predecessor in 
interest, as applicable) of all right, title and interest in such 
material.

        (i)     The Acquired Companies have not permitted any third 
party access to the Intellectual Property material to the 
Industrial Container Business, except for Persons who have entered 
into, and who are in full compliance with, confidentiality and 
nondisclosure agreements with regard to the Intellectual Property 
material to the Industrial Container Business.  The Acquired 
Companies have not permitted any third party to use, copy or 
otherwise exploit any of the Intellectual Property except pursuant 
to a valid and legally enforceable license agreement which protects 
the proprietary rights of the Acquired Companies in such 
Intellectual Property.

                (j)     No Person has asserted any royalty claim or other 
claim whatsoever, including but not limited to claims of ownership, 
direct or indirect, in respect of the Intellectual Property.

                Section 4.13.  Personal Property; Condition and 
Sufficiency of Assets.

        (a)     Except as set forth in Schedule 4.13(a), each of 
the Acquired Companies has good title to all of its personal 
property (other than leased personal property), free and clear of 
all Encumbrances, except for Permitted Encumbrances.  Except with 
respect to the sales of inventory in the Ordinary Course of 
Business, no Acquired Company is a party to a Contract whereby 
another Person has acquired the right or option to purchase, 
obtain or acquire rights in any of the Assets.

        (b)     Schedule 4.13(b) contains a brief description of 
each lease or other agreement under which an Acquired Company is 
lessee of, or holds or operates, any machinery, equipment, 
vehicle or other tangible personal property owned by a third 
Person, except for any such lease, agreement or right that is 
terminable by the Acquired Company without penalty or payment on 
notice of 90 days or less, or which involves the payment by the 
Acquired Company of rentals of less than $25,000 per year.

                (c)     To the Knowledge of the Seller, the buildings, 
plants, structures, machinery and equipment of the Acquired 
Companies that are material to the operation of the Industrial 

                             -23-

Container Business as currently conducted are operational and are 
adequate for the uses to which they are being put.  To the 
Knowledge of the Seller, except as set forth on Schedule 4.13(c), 
the buildings, plants and structures are not in need of 
maintenance or repairs except for ordinary, routine maintenance 
and repairs that are done in the Ordinary Course of Business and 
are not material in nature or cost.

                Section 4.14.  Inventory.  All inventory of the 
Acquired Companies, whether or not reflected in the Most Recent 
Financial Statements, are in good, merchantable and useable 
condition in the Ordinary Course of Business, except for obsolete 
items and items of below-standard quality, all of which have been 
written off or written down to net realizable value in the Most 
Recent Financial Statements.  All inventories not written off 
have been priced at the lower of cost or market on an accounting 
basis consistent with the Acquired Companies' past practices.  
The quantities of each item of inventory (whether raw materials, 
work-in-process, or finished goods) are consistent in all 
material respects with amounts of such inventory maintained by 
the Acquired Companies in the Ordinary Course of Business 
consistent with past practices.

                Section 4.15.  Contracts; No Defaults.

(a)     Except as set forth in Schedule 4.15(a) or as 
disclosed in this Agreement, no Acquired Company is a party to or 
bound by: (i) any Contract for the purchase or sale of real 
property; (ii) any Contract that involves the future performance 
of services or delivery of goods or materials by one or more 
Acquired Companies of an amount or value in excess of $100,000; 
(iii) any Contract that involves the future performance of 
services or delivery of goods or materials to one or more 
Acquired Companies of an amount or value in excess of $100,000; 
(iv) any Contract that is an output, requirements or exclusive 
dealings contract (as such terms are used in Article 2 the 
Uniform Commercial Code); (v) any Contract that requires or 
commits any Acquired Company to purchase materials or inventory 
from any Person of an amount or value in excess of $100,000, 
including, without limitation, any paper supply contract; (vi) 
any guarantee or similar undertaking of the obligations of 
customers, suppliers, officers, directors, employees, Seller, 
affiliates of Seller or others; (vii) any collective bargaining 
agreement with any labor union or other employee representative 
of a group of employees; (viii) any joint venture, partnership 
and other Contract (however named) involving a sharing of 
profits, losses, costs or liabilities by any Acquired Company 
with any other Person; (ix) any Contract containing covenants 
that in any way purport to restrict the business activity of any 
Acquired Company or limit the freedom of any Acquired Company to 
engage in any line of business or to compete with any Person; (x) 
any Contract providing for payments to or by any Person based on 
sales, purchases or profits, other than direct payments for goods 
other than Contracts entered into in the Ordinary Course of 
Business with employees and other sales personnel paying 
commissions or bonuses; (xi) any Contract which provides for, or 
relates to, the incurrence by an Acquired Company of debt for 
borrowed money; (xii) any Contract that was not entered into in 
the Ordinary Course of Business or that was entered into at a 
price or prices materially in excess of those otherwise available 
at the time of such Contract; (xiii) any employment Contract 
regarding employees or field representatives performing services 
for the Industrial Container Business which is not terminable 
within thirty days without payment of any amount for any reason 
whatsoever (except for amounts earned or accrued prior to 
termination), (xiv) a Contract that involves any Liability of 

                             -24-

more than $100,000 over time, (xv) any Contract that materially 
and adversely affects the ownership or leasing of any of the 
Assets or any maintenance or service agreements relating to any 
of the Asset, (xvi) any Contract that involves an account 
receivable or note receivable of more than $100,000 and (xvii) 
any other Contract which is material to the Acquired Companies, 
as a whole.

(b)     Except as set forth in Schedule 4.15(a) or in any 
other Schedule hereto, each of the Contracts listed in Schedules 
4.11(b), 4.12, 4.13(b) and 4.15(a) (collectively, the "Applicable 
Contracts") constitutes a valid and binding obligation of the 
parties thereto and is in full force and effect and (except as 
set forth in Schedule 4.15(a) and except for those Applicable 
Contracts which by their terms will expire prior to the Closing 
Date) will continue in full force and effect after the Closing, 
in each case without breaching the terms thereof or resulting in 
the forfeiture or impairment of any rights thereunder and without 
the Consent of, or the making of any filing with, any other 
party.  To the Knowledge of Seller, each Acquired Company is, and 
at all times has been, in compliance in all material respects 
with all applicable terms and requirements of each Applicable 
Contract under which the Acquired Company has or had any 
obligation or Liability or by which it or any of its Assets owned 
or used is or was bound.  Each other Person that has or had any 
obligation or Liability under any Applicable Contract under which 
the Acquired Company has or had any rights is, and at all times 
has been, in compliance in all material respects with all 
applicable terms and requirements of such Contract.  No event has 
occurred or, to the Knowledge of Seller, circumstance exists that 
(with or without notice or lapse of time) may contravene, 
conflict with, or result in a violation or breach of, or give the 
Acquired Company or other Person the right to declare a default 
or exercise any remedy under, or to accelerate the maturity or 
performance of, or to cancel, terminate, or modify, any 
Applicable Contract.  No Acquired Company has given to or 
received from any other Person, at any time since January 1, 
1997, any notice or other communication (whether oral or written) 
regarding any actual or alleged violation or breach of, or 
default under, any Applicable Contract.  There are no 
renegotiations of, attempts to renegotiate, or outstanding rights 
to renegotiate any material amounts paid or payable to the 
Acquired Company under any Applicable Contracts with any Person. 
Complete and correct copies of each of the Applicable Contracts 
have heretofore been delivered to Buyer by Seller.

(c)     Except as set forth in Schedule 4.15(c): (i) 
neither Seller nor any Related Person of the Seller (excluding 
any of the Acquired Companies) has any rights or obligations 
under any Contract that relates to the Industrial Container 
Business of, or any of the Assets owned or used by, an Acquired 
Company; and (ii) no officer, director, agent, or employee of an 
Acquired Company is bound by any Contract that purports to limit 
the ability of such officer, director, agent, or employee, to (A) 
engage in or continue any conduct, activity, or practice relating 
to the Industrial Container Business of the Acquired Company, or 
(B) assign to an Acquired Company or to any other Person any 
rights to any invention, improvement, or discovery.

                Section 4.16.  Notes, Accounts and Other Miscellaneous 
Receivables.  All notes, accounts and other miscellaneous 
receivables of each Acquired Company are reflected properly on 
its books and records, are valid receivables subject to no 
setoffs or counterclaims, and, subject only to the reserve for 
bad debts for accounts receivable set forth on the face of the 
Most Recent Financial Statements as adjusted for the passage of 
time through the Closing Date in accordance with the past custom 

                             -25-

and practice of the Acquired Company (which bad debt reserve for 
accounts receivable,  shall not exceed $700,000), are 
collectible.

                Section 4.17.  Bank Accounts; Powers of Attorney.  

                (a)     Schedule 4.17(a) sets forth a complete and correct 
list of all bank accounts and safe deposit boxes of the Acquired 
Companies and Persons authorized to sign or otherwise act with 
respect thereto.

                (b)     Except as set forth on Schedule 4.17(b), There are 
no outstanding powers of attorney executed on behalf of any 
Acquired Company.

                Section 4.18.  Insurance. 

                (a)     Schedule 4.18(a) sets forth a list and brief 
description (including nature of coverage, limits, deductibles, 
whether it is occurrence based or claims made policy, and the 
loss experience for the most recent five calendar years with 
respect to each type of coverage) of all policies of insurance 
maintained, owned or held by or for the benefit of the Acquired 
Companies during the past five calendar years.  Schedule 4.18(a) 
also identifies any insurance policies that apply exclusively to 
one or more of the Acquired Companies.  Seller shall cause the 
Acquired Companies to keep or cause such insurance or comparable 
insurance to be kept in full force and effect through the Closing 
Date.  Seller and each Acquired Company have complied with each 
of such insurance policies and have not failed to give any notice 
or present any claim thereunder in a due and timely manner.  
Copies of all such policies have been made available to Buyer.

                (b)  Schedule 4.18(b) describes any self-insurance 
arrangement by or affecting the Acquired Companies, including any 
reserves established thereunder.

                (c)  Schedule 4.18(c)  describes all contractual 
obligations of the Acquired Companies to third Persons with 
respect to insurance (including such obligations under leases for 
the Leased Real Property and other Applicable Contracts) and 
identifies the policy under which such coverage is provided.

                Section 4.19.  Product Warranty.  To the Knowledge of 
Seller, each product manufactured, sold, leased, or delivered by 
the Acquired Companies has been in conformity in all material 
respects with all applicable contractual commitments and all 
express and implied warranties.  No product manufactured, sold, 
leased, or delivered by an Acquired Company is subject to any 
guaranty, warranty, or other indemnity beyond the applicable 
standard terms and conditions of sale or lease.  Schedule 4.19 
includes copies of the standard terms and conditions of sale or 
lease for an Acquired Company (containing applicable guaranty, 
warranty, and indemnity provisions).

                Section 4.20.  Product Liability.  To the Knowledge of 
Seller, the Acquired Companies do not have any Liability arising 
out of any injury to individuals or property as a result of the 

                             -26-

ownership, possession, or use of any product manufactured, sold, 
leased, or delivered by the Acquired Companies.

                Section 4.21.  Labor Relations and Compliance. 

(a)     Schedule 4.21(a) contains a complete and accurate 
list of the following information for each salaried employee or 
commissioned salesperson of Acquired Companies with annual base 
compensation in 1997 in excess of $100,000 excluding commissions, 
bonuses, in-kind compensation and benefits: (i) name; (ii) job 
title; (iii) current annual compensation paid or payable.

        (b)     To the Knowledge of the Seller, no officer or 
other management employee of the Acquired Companies (i) is a 
party to, or is otherwise bound by, any Contract, including any 
confidentiality, noncompetition, or proprietary rights agreement, 
between such employee and any other Person that in any way 
adversely affects or will affect the performance of his duties as 
an employee of an Acquired Company or the ability of an Acquired 
Company to conduct its business, (ii) is engaged in activities in 
connection with his employment by an Acquired Company that will 
give rise to any valid claim by a former employer that the current 
employee or the Acquired Company has appropriated or used any 
Intellectual Property of the former employer or (iii) has any 
plans to terminate employment with an Acquired Company.

        (c)     Except as set forth in Schedule 4.21(c), no 
Acquired Company is a party to any collective bargaining or other 
labor Contract.  Except as set forth in Schedule 4.21(c), since 
January 1, 1994, no Acquired Company has experienced (i) any 
strike, slowdown, picketing or work stoppage, (ii) any Proceeding 
against or affecting the Acquired Company relating to the alleged 
violation of any Legal Requirement pertaining to labor relations 
or employment matters (including any charge or complaint filed by 
an employee or union with the National Labor Relations Board, the 
Equal Employment Opportunity Commission, or any comparable 
Governmental Body), organizational activity, or other labor or 
employment dispute against or affecting the Acquired Company or 
any of its premises, or (iii) any application for certification 
of a collective bargaining agent.  To the Knowledge of the 
Seller, no organizational effort is presently being made or 
Threatened by or on behalf of any labor union with respect to 
employees of any Acquired Company.  To the Knowledge of the 
Seller, no event has occurred or circumstance exists that could 
provide the basis for any work stoppage or other labor dispute.  
There is no lockout of any employees by an Acquired Company, and 
no such action is contemplated by an Acquired Company. 

        (d)     Except as set forth in Schedule 4.21(d), each 
Acquired Company has complied in all material respects with all 
Legal Requirements relating to employment, equal employment 
opportunity, nondiscrimination, immigration, wages, hours, 
benefits, collective bargaining, the payment of social security 
and similar Taxes, occupational safety and health, and plant 
closing.  The Acquired Company is not liable for the payment of 
any compensation, damages, Taxes, fines, penalties, or other 
amounts, however designated, for failure to comply with any of 
the foregoing Legal Requirements.

                             -27-

                Section 4.22.  Employee Benefits.

                (a)  Schedule 4.22 lists each "employee benefit 
plan," as such term is defined in section 3(3) of ERISA 
(including, but not limited to, employee benefit plans, such as 
foreign plans, which are not subject to the provisions of ERISA) 
("Plan"), sponsored, maintained or contributed to by Seller or 
any of the Acquired Companies for the benefit of the employees of 
the Acquired Companies, or that has been so sponsored, maintained 
or contributed to by Seller or any of the Acquired Companies 
within six years prior to the Closing.  With respect to each 
Plan, Seller has provided or will provide within thirty days 
after the execution of this Agreement copies of (i) all documents 
that set forth the terms of each Plan and of any related trust, 
including (A) all plan descriptions and summary plan descriptions 
and (B) all summaries and descriptions furnished to participants 
and beneficiaries regarding the Plans for which a plan 
description or summary plan description is not required; (ii) all 
registration statements filed with respect to any Plan; (iii) all 
insurance policies purchased by or to provide benefits under any 
Plan; (iv) all Contracts with third party administrators, 
actuaries, investment managers, consultants, and other 
independent contractors that relate to any Plan; (v) the Form 
5500 filed in each of the most recent two plan years, including 
all schedules thereto and the opinions of independent 
accountants; and (vi) with respect to each Plans intended to 
qualify under Section 401(a) of the IRC, the most recent 
determination letter issued by the IRS.

                (b)     Except as otherwise set forth in Schedule 4.22: 

                (i)     neither Seller, any of the Acquired Companies nor 
any Commonly Controlled Entity contributes to or has an 
obligation to contribute to, and have not at any time within six 
years prior to the Closing contributed to or had an obligation to 
contribute to, a multi-employer plan within the meaning of 
Section 3(37) of ERISA as the result of their employment of 
employees of the Acquired Companies; and as of the Closing, 
neither Seller, or any of the Acquired Companies nor any Commonly 
Controlled Entity has incurred any Liability for either a 
complete or partial withdrawal from a multi-employer plan;

                (ii)    all reports and disclosures relating to the Plans 
required to be filed with or furnished to governmental agencies, 
Plan participants or Plan beneficiaries have been filed or 
furnished in accordance with applicable law in a timely manner, 
and each Plan has been administered in all material respects in 
compliance with its governing documents and in accordance with 
ERISA, the IRC, and other applicable Legal Requirements;

                (iii)   there are no Proceedings pending (other than 
routine claims for benefits) or, to the Knowledge of the Seller, 
threatened against, or with respect to, any of the Plans or their 
assets;

                (iv)    to the Knowledge of Seller, no act, omission or 
transaction has occurred which would result in imposition on the 
Seller or any Acquired Company of (A) breach of fiduciary duty 
liability damages under the applicable provisions of ERISA, 
including, but not limited to, Section 409 of ERISA, (B) a civil 
penalty assessed pursuant to subsections (c), (i) or (l) of

                             -28-

Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 
of Subtitle D of the IRC;

                (v)     each of the Plans intended to be qualified under 
Section 401(a) of the IRC, to the Knowledge of Seller, satisfies 
the requirements of such Section and has received a favorable 
determination letter from the Internal Revenue Service regarding 
such qualified status and has not, since receipt of the most 
recent favorable determination letter, been amended or, to the 
Knowledge of the Seller, operated in any way which would 
adversely affect such qualified status;

                (vi)    no Plan is subject to Title IV of ERISA;

                (vii)   as to any Plan intended to be qualified under 
Section 401(a) of the IRC, there has been no termination or 
partial termination of the Plan within the meaning of 
Section 411(d)(3) of the IRC; 

                (viii)  with respect to any Plan which is sponsored, 
maintained or contributed to, or has been sponsored, maintained 
or contributed to within six years prior to the Closing Date, by 
any corporation, trade, business or entity under common control 
with the Seller, within the meaning of Section 414(b), (c) or (m) 
of the IRC or Section 4001 of ERISA ("Commonly Controlled 
Entity"), (A) no withdrawal liability, within the meaning of 
Section 4201 of ERISA, has been incurred, which withdrawal 
liability has not been satisfied, (B) no Liability to the Pension 
Benefit Guaranty Corporation ("PBGC") has been incurred by any 
Commonly Controlled Entity, which Liability has not been 
satisfied, (C) no accumulated funding deficiency, whether or not 
waived, within the meaning of Section 302 of ERISA or Section 412 
of the IRC has been incurred, and (D) all contributions 
(including installments) to such Plan required by Section 302 of 
ERISA and Section 412 of the IRC have been timely made;

                (ix)    no benefit is provided under any Plan through a 
voluntary employees' beneficiary association, as defined in 
Section 501(c)(9) of the IRC; 

                (x)     no amendment has been made, or is reasonably 
expected to be made, to any Plan that has required or could 
require the provision of security under ERISA Section 307 or IRC 
Section 401(a)(29); and 

                (xi)    Since the last valuation date for each Plan, no 
event has occurred or circumstance exists that would increase the 
amount of benefits under any such Plan or that would cause the 
excess of Plan assets over benefit liabilities (as defined in 
ERISA Section 4001) to decrease, or the amount by which benefit 
liabilities exceed assets to increase.

                (c)     Except as set forth in Schedule 4.22, no Acquired 
Company is a party to or is bound by any severance agreements, 
programs or policies. Schedule 4.22 sets forth, and the Seller 
has provided to Buyer, true and correct copies (where in writing) 
of (i) all agreements with employees or consultants of each 
Acquired Company, (ii) all non-competition agreements with an 
Acquired Company executed by officers of the Acquired Company, 
and (iii) all plans, programs, agreements and other arrangements 

                             -29-

of the Acquired Company with or relating to the employment and to 
the remuneration and compensation of its employees.

                (d)     (i) Except as set forth in Schedule 4.22, no Plan 
provides retiree medical or retiree life insurance benefits to 
any person and (ii) the Acquired Companies are not contractually 
or otherwise obligated (whether or not in writing) to provide any 
person with life insurance or medical benefits upon retirement or 
termination of employment, other than as required by the 
provisions of Section 601 through 608 of ERISA and Section 4980B 
of the IRC.

                (e)     Except as set forth in Schedule 4.22 or as 
contemplated in this Agreement,  Seller and the Acquired 
Companies have not amended, terminated or taken any other actions 
with respect to any of the Plans or any of the plans, programs, 
agreements, policies or other arrangements described in 
Section 4.22 of this Agreement since the Most Recent Fiscal Year 
End.

                (f) Seller, each Acquired Company and each Commonly 
Controlled Entities have complied with the provisions of ERISA 
Section 601 et seq. and IRC Section 4980B.

                (g) No payment that is owed or may become due to any 
director, officer, employee, or agent of any Acquired Company 
will be non-deductible to the Acquired Companies or subject to 
tax under IRC Section 280G or Section 4999; nor will any Acquired 
Company be required to "gross up" or otherwise compensate any 
such Person because of the imposition of any excise tax on a 
payment to such Person.

                (h) The consummation of the Contemplated Transactions 
will not result in the payment, vesting, or acceleration of any 
benefit.

                Section 4.23.  Customers.   Schedule 4.23 sets forth 
(i) a list of names and addresses of the twenty largest customers 
(measured by dollar volume of purchases during the eleven month 
period ended November 30, 1997) of the Acquired Companies  (which 
dollar volume includes sales not only related to the Industrial 
Container Business, but also the IBC Business).  Except as set 
forth in Schedule 4.23, there exists no actual or threatened 
termination, cancellation or limitation of, or any modification 
or change in, the business relationship with any customer or 
group of customers listed in Schedule 4.23 with respect to the 
Industrial Container Business or the IBC Business,  or whose 
purchases individually or in the aggregate are material to the 
Industrial Container Business or the IBC Business or the 
operation of such businesses.  To the Knowledge of Seller, an 
Acquired Company is not materially affected by any dispute or 
controversy with a union or with respect to unionization or 
collective bargaining involving any supplier or customer of an 
Acquired Company.

                Section 4.24.  Guaranties.  The Acquired Companies are 
not a guarantor or otherwise liable for any Liability or 
obligation (including indebtedness) of any other Person.

                Section 4.25.  Environmental Matters. Except for 
matters disclosed in Schedule 4.25, none of the Acquired 
Companies and the properties and operations of an Acquired 
Company are subject to any existing, pending or, to the Knowledge 
of the Seller, threatened Proceeding by or before any 

                             -30-

Governmental Body under any Environmental Law.  Except for 
matters disclosed in Schedule 4.25, (a) the properties, 
operations and activities of the Acquired Companies are, and have 
at all time been, in compliance in all material respects with all 
applicable Environmental Laws; (b) all notices, permits, 
licenses, or similar Governmental Authorizations, if any, 
required to be obtained or filed by any Acquired Company under 
any Environmental Law in connection with any aspect of the 
Industrial Container Business of the Acquired Company, including 
without limitation those relating to the treatment, storage, or 
Release of a Contaminant, have been duly obtained or filed, and 
each Acquired Company is in compliance in all material respects 
with the terms and conditions of all such notices, permits, 
licenses and similar Governmental Authorizations; (c) there are 
no physical or environmental conditions existing on any Company 
Property or resulting from the Acquired Company's operations or 
activities, past or present, at any location, that would give 
rise to any material on-site or off-site remedial obligations 
imposed on an Acquired Company under any Environmental Laws; 
(d) to the Knowledge of the Seller , since the effective date of 
the relevant requirements of applicable Environmental Laws and to 
the extent required by such applicable Environmental Laws, all 
Contaminants generated by an Acquired Company have been 
transported only by carriers authorized under Environmental Laws 
to transport such Contaminants, and disposed of only at 
treatment, storage, and disposal facilities authorized under 
Environmental Laws to treat, store or dispose of such 
Contaminants; (e) to the Knowledge of Seller there has neither 
been any exposure of any Person or property to any Contaminant 
released by an Acquired Company, nor to the Knowledge of Seller 
has there been any Release of any Contaminant into the 
Environment by an Acquired Company or in connection with its 
properties or operations that could reasonably be expected to 
give rise to any claim against an Acquired Company for damages or 
compensation; (f) there is not now, nor to the Knowledge of the 
Seller has there ever been, on or in any Company Property, any 
treatment, recycling, storage or disposal of any hazardous waste, 
as that term is defined under Section 40 CFR Part 261 or any 
state equivalent, that requires or required a Governmental Permit 
pursuant to Section 3005 of RCRA or any underground storage tank 
or surface impoundment or landfill or waste pile; and (g) Seller 
has made, or will within thirty days after the execution of this 
Agreement make, available to Buyer all internal and external 
environmental audits and studies and all correspondence on 
substantial environmental matters in the possession of Seller or 
any Acquired Company relating to any of Company Property or the 
current or former operations of the Acquired Companies.

        Section 4.26.  Certain Payments. To the Knowledge of Seller, 
neither an Acquired Company nor any director, officer, agent, or 
employee of an Acquired Company has directly or indirectly (a) 
made any contribution, gift, bribe, rebate, payoff, influence 
payment, kickback, or other payment to any Person, private or 
public, regardless of form, whether in money, property, or 
services (i) to obtain favorable treatment in securing business, 
(ii) to pay for favorable treatment for business secured, (iii) 
to obtain special concessions or for special concessions already 
obtained, for or in respect of the Acquired Company, or (iv) in 
violation of any Legal Requirement, or (b) established or 
maintained any fund or asset that has not been recorded in an 
Acquired Company's books and records.

        Section 4.27.  Related Person Services. Schedule 4.27 sets 
forth (a) a description of all material services provided during 
or after the Most Recent Fiscal Year End to an Acquired Company

                             -31-

by Seller or any affiliate of Seller(other than an Acquired 
Company) utilizing either (i) assets not owned or leased by an 
Acquired Company or (ii) employees not employed by an Acquired 
Company and (b) the manner in which the costs of providing such 
services have been allocated to the Acquired Company and the 
amounts of such allocations.  On or before the  Closing Date, the 
Trademark License Agreement between SPC Resources, Inc. and one 
or more of the Acquired Companies has been terminated by such 
parties, and none of the Acquired Companies has any Liability 
under such agreement.  

                Section 4.28.  Brokers' Fees. Neither Seller nor any 
Acquired Company has any Liability or obligation to pay any fees 
or commissions to any broker, finder or agent with respect to the 
Contemplated Transactions.

                Section 4.29.  Financial Projections. Seller has made 
available to Buyer certain financial projections with respect to 
the Industrial Container Business and the IBC Business, which 
projections were prepared for internal use only.  Seller makes no 
representation or warranty regarding the accuracy of such 
projections or as to whether such projections will be achieved or 
otherwise, except that Seller represents and warrants that such 
projections were prepared in good faith and are based on 
assumptions believed by Seller to be reasonable.

Section 4.30.  Disclosure.  The representations and 
warranties of the Seller in this Agreement do not contain any 
untrue statement or omit to state a material fact necessary to 
make the statements herein, in light of the circumstances in 
which they were made, not misleading.

ARTICLE 5.  REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

        Section 5.1.  Organization and Good Standing.  Buyer is a 
corporation duly organized, validly existing, and in good 
standing under the laws of the State of Delaware.  Buyer has full 
corporate power and authority to conduct its business as it is 
now being conducted.

                Section 5.2.  Authority; No Conflict.

                (a)     Buyer has full corporate power and authority to 
execute, deliver and perform this Agreement and each Buyer 
Ancillary Agreement to which it is a party.  This Agreement and 
each Buyer Ancillary Agreement has been duly approved and 
authorized by all requisite corporate action.  This Agreement 
constitutes the valid and legally binding obligation of Buyer, 
enforceable against Buyer in accordance with its terms.  Upon the 
execution and delivery of the Buyer Ancillary Agreements, such 
agreements will constitute the valid and legally binding 
obligations of Buyer, enforceable against Buyer in accordance 
with their respective terms. 

                (b)     Except as set forth in Schedule 5.2(b), neither 
the execution and delivery of this Agreement or any of the Buyer 
Ancillary Agreements nor the consummation or performance of this 
Agreement, any of the Buyer Ancillary Agreements or any of the 
Contemplated Transactions will, directly or indirectly (with or

                             -32-

without notice or lapse of time): (i) contravene, conflict with, 
or result in a violation of (A) any provision of the 
Organizational Documents of Buyer, or (B) any resolution adopted 
by the board of directors or the shareholder(s) of Buyer; (ii) 
contravene, conflict with, or result in a violation of, or give 
any Governmental Body or other Person the right to challenge any 
of the Contemplated Transactions or to exercise any remedy or 
obtain any relief under, any Legal Requirement or any Order to 
which Buyer may be subject; or (iii) contravene, conflict with, 
or result in a violation or breach of any provision of, or give 
any Person the right to declare a default or exercise any remedy 
under, or to accelerate the maturity or performance of, or to 
cancel, terminate, or modify, any Contract to which Buyer is a 
party.  Except as provided under the HSR Act and except as set 
forth in Schedule 5.2(b), Buyer is not and will not be required 
to give any notice to or obtain any Consent from any Person 
(including from any Governmental Body) in connection with the 
execution and delivery of this Agreement, any of the Buyer 
Ancillary Agreements or the consummation or performance of any of 
the Contemplated Transactions.

        Section 5.3.  Certain Proceedings.  There is no pending 
Proceeding that has been commenced against Buyer and that 
challenges, or may have the effect of preventing, delaying, 
making illegal, or otherwise interfering with, any of the 
Contemplated Transactions.  To Buyer's Knowledge, no such 
Proceeding has been Threatened.

        Section 5.4.  Brokers' Fees. Buyer has no Liability or 
obligation to pay any fees or commissions to any broker, finder 
or agent with respect to the Contemplated Transactions for which 
Seller could become liable or obligated.

        Section 5.5.  Investment. Buyer is not purchasing the Shares 
with a view to or for sale in connection with any distribution 
thereof within the meaning of the Securities Act of 1933, as 
amended.

        Section 5.6  No Default. No event of default or default, or 
event which with the giving of notice, lapse of time or both, 
would constitute a default or event of default under any Contract 
to which Buyer is a party or by which it or its properties are 
bound, exists, the effect of which would be to materially 
interfere with or prevent the consummation of the Contemplated 
Transactions.

        Section 5.7  Available Funds. Buyer has or will have at 
Closing sufficient funds to consummate the Contemplated 
Transactions.

ARTICLE 6. CERTAIN AGREEMENTS

        Buyer and Seller covenant and agree as follows:

        Section 6.1.  Investigation of the Acquired Companies 
by Buyer.  Seller shall afford and cause the Acquired Companies 
to afford to the Representatives of Buyer complete access during 
normal business hours to the offices, properties (including for 
subsurface testing), employees and business and financial records 
(including computer files, retrieval programs and similar

                             -33-

documentation and such access and information that may be 
necessary in connection with an environmental audit) of Seller 
and the Acquired Companies relating to the Industrial Container 
Business to the extent Buyer shall deem necessary or desirable.  
Seller shall furnish, and shall cause the Acquired Companies to 
furnish, to Buyer or its Representatives such information 
concerning the Assets, business and the operations of the 
Acquired Companies as shall be requested, including all such 
information as shall be necessary to enable Buyer or its 
Representatives to verify the accuracy of the representations and 
warranties contained in this Agreement, to verify that the 
covenants of Seller contained in this Agreement have been 
complied with and to determine whether the conditions set forth 
herein have been satisfied.  Buyer agrees that such investigation 
shall be conducted in such a manner as not to interfere 
unreasonably with the operations of Seller or the Acquired 
Companies.  No investigation made by Buyer or its Representatives 
hereunder shall affect the representations and warranties of 
Seller hereunder.

        Section 6.2.  Preserve Accuracy of Representations and 
Warranties.  Each of the parties hereto shall refrain from taking 
any action which would render any representation or warranty 
contained in Article 4 or 5 of this Agreement inaccurate as of 
the Closing Date.  Each of Buyer, as a party on the one hand, and 
Seller, as a party on the other, shall promptly notify the other 
of any Proceeding that shall be instituted or Threatened against 
such party to restrain, prohibit or otherwise challenge the 
legality of any of the Contemplated Transactions.  Seller shall 
promptly notify Buyer of (a) any Proceeding that may be 
Threatened, brought, asserted or commenced against an Acquired 
Company which would have been listed in Schedule 4.9 if such 
Proceeding had arisen prior to the date hereof and (b) any other 
event or matter which becomes known to Seller or an Acquired 
Company that would cause any other representation or warranty 
contained in Article 4 to be inaccurate in any material respect.

        Section 6.3.  Consents of Third Parties; Governmental 
Authorizations.  
        
        (a)     Seller will (and will cause the Acquired Companies 
to) act diligently and reasonably to secure  the Consent, in form 
and substance reasonably satisfactory to Buyer, from any party to 
any Applicable Contract required to be obtained to permit the 
consummation of the Contemplated Transactions or to otherwise 
satisfy the conditions set forth in Article 8; provided that (i) 
none of Seller, the Acquired Companies or Buyer shall have any 
obligation to offer or pay any consideration in order to obtain 
any such Consents and (ii) Seller shall not make (or permit any 
Acquired Company to make) any agreement or understanding 
affecting the Assets or business of the Acquired Companies as a 
condition for obtaining any such Consent except with the prior 
written consent of Buyer.  During the period prior to the Closing 
Date, Buyer shall act diligently and reasonably to cooperate with 
Seller and the Acquired Companies to obtain the Consents 
contemplated by this Section 6.3(a).

        (b)     During the period prior to the Closing Date, 
Seller and Buyer shall (and Seller shall cause the Acquired 
Companies to) act diligently and reasonably, and shall cooperate 
with each other, in making any required filing or notification 
and in securing any Consents of any Governmental Body required to 
be obtained by them in order to permit the consummation of the 
Contemplated Transactions, or to otherwise satisfy the conditions 
set forth in Article 8; provided that Seller shall not make (or 
permit any Acquired Company to make) any agreement or

                             -34-

understanding affecting the assets or business of the Acquired 
Companies as a condition to obtaining any such Consents except 
with the prior written consent of Buyer.

        (c)     Buyer and Seller have made, and will make, such 
filings as are required by the HSR Act or any other antitrust law 
with respect to the consummation of the Contemplated Transactions 
and will file as promptly as practicable any supplemental 
information which may be requested.  All such filings will comply 
in all material respects with Legal Requirements pursuant to 
which they are filed.

        Buyer has paid the filing fee required under the HSR 
Act.  Buyer shall be responsible, and Seller shall cooperate, to: 
(i) obtain all Governmental Authorizations of any Governmental 
Body under, or satisfy the requirements of, the HSR Act or other 
applicable antitrust laws that may be or become necessary in 
connection with the consummation of the contemplated 
transactions; and (ii) resolve any governmental or private 
complaint or litigation under antitrust laws that may seek to 
prevent, delay or impair consummation of the Contemplated 
Transactions.

        Section 6.4.  Operations Prior to the Closing Date.

        (a)     Seller shall cause the Acquired Companies to 
operate and carry on their business only in the Ordinary Course 
of Business and substantially as presently operated.  Consistent 
with the foregoing, Seller shall maintain the Assets in the same 
working order and condition as such Assets are in as of the date 
of this Agreement (reasonable wear and tear excepted) and shall 
use its best efforts consistent with good business practice to 
maintain the business organization of the Acquired Companies 
intact and to preserve the goodwill of the suppliers, 
contractors, licensors, employees, customers, distributors and 
others having business relations with the Acquired Companies.

        (b)     Except as expressly contemplated by this Agreement 
or except with the express written approval of Buyer, Seller 
shall not permit any Acquired Company to: (i) amend its 
Organizational Documents; (ii) issue, grant, sell or encumber any 
shares of its capital stock or other securities; or issue, grant, 
sell or encumber any security, option, warrant, put, call, 
subscription or other right of any kind, fixed or contingent, 
that directly or indirectly calls for the acquisition, issuance, 
sale, pledge or other disposition of any shares of its capital 
stock or other securities or make any other changes in the equity 
capital structure of any Acquired Company; (iii) make any 
material change in the business or the operations of the Acquired 
Companies; (iv) make any capital expenditure or enter into any 
contract or commitment therefor, other than capital expenditures 
or commitments for capital expenditures currently budgeted; (v) 
enter into any Contract which requires the Consent of any third 
party to consummate the Contemplated Transactions; or make any 
material modification to any existing Applicable Contract or to 
any Governmental Authorization, other than changes made in good 
faith to cure document deficiencies; (vi) enter into any Contract 
for the purchase, lease (as lessee) or other occupancy of real 
property or for the sale of any Owned Real Property or exercise 
any option to purchase real property listed in Schedule 4.11(a) 
or any option to extend a lease listed in Schedule 4.11(b); (vii) 
sell, lease (as lessor), transfer or otherwise dispose of 
(including any transfers from any Acquired Company to Seller or

                             -35-

any affiliates of Seller), or mortgage or pledge, or impose or 
suffer to be imposed any Encumbrance (other than a Permitted 
Encumbrance) on, any of the Assets of any Acquired Company, other 
than inventory and minor amounts of personal property sold or 
otherwise disposed of for fair value in the Ordinary Course of 
Business; (viii) cancel any debts owed to or claims held by any 
Acquired Company (including the settlement of any claims or 
litigation) other than in the Ordinary Course of Business; (ix) 
create, incur or assume, or agree to create, incur or assume, any 
indebtedness for borrowed money or enter into, as lessee, any 
capitalized lease obligations (as defined in Statement of 
Financial Accounting Standards No. 13); (x) accelerate or delay 
collection of any notes or accounts receivable in advance of or 
beyond their regular due dates or the dates when the same would 
have been collected in the Ordinary Course of Business; (xi) 
delay or accelerate payment of any account payable or other 
Liability beyond or in advance of its due date or the date when 
such Liability would have been paid in the Ordinary Course of 
Business; (xii) allow the levels of raw materials, supplies, 
work-in-process or other materials included in the inventory of 
the Acquired Companies to vary in any material respect from the 
levels customarily maintained; (xiii) make, or agree to make, any 
payment of any dividend or distribution of Assets to Seller or 
any affiliate of any Seller other than distributions of cash in 
the Ordinary Course of Business; (xiv) institute any increase in 
any profit-sharing, bonus, incentive, deferred compensation, 
insurance, pension, retirement, medical, hospital, disability, 
welfare or other employee benefit plan with respect to employees 
of the Acquired Companies; (xv) make any change in the 
compensation of the employees of the Acquired Companies, other 
than changes made in accordance with normal compensation 
practices and consistent with past compensation practices; (xvi) 
make any material change in the accounting policies applied in 
the preparation of the Financial Statements contained in Schedule 
4.5; (xvii) prepare or file any Tax Return inconsistent with past 
practice or, on any such Tax Return, take any position, make any 
election, or adopt any method that is inconsistent with positions 
taken, elections made or methods used in preparing or filing 
similar Tax Returns in prior periods (including, without 
limitation, positions, elections or methods which would have the 
effect of deferring income to periods for which Buyer is liable 
pursuant to Section 9.2(b) or accelerating deductions to periods 
for which Seller is liable pursuant to Section 9.2(a); or (xviii) 
enter into any agreement or take any action that would prohibited 
by this Section 6.4.

        Section 6.5.  Notification by Seller of Certain 
Matters.  During the period prior to the Closing Date, Seller 
will promptly advise Buyer in writing of (a) any material adverse 
change in the Acquired Companies or the condition of their 
Assets, (b) any notice or other communication from any third 
Person alleging that the Consent of such third Person is or may 
be required in connection with the Contemplated Transactions and 
(c) any material default under any Applicable Contract or event 
which, with notice or lapse of time or both, would become such a 
default on or prior to the Closing Date and of which Seller has 
knowledge.

        Section 6.6. Title Abstracts and Surveys. Seller shall 
cause to be delivered to Buyer on or prior to the Closing Date, 
with respect to each parcel of Owned Real Property, (i) real 
estate title abstracts providing that an Acquired Company has 
good and marketable title to each such parcel of Owned Real 
Property (including all appurtenant easements), free and clear of 
all Encumbrances, except for Permitted Encumbrances, and each 
such abstract shall be accompanied by legible copies of all 
documents referenced in or otherwise forming the basis of the

                             -36-

abstract (including all Permitted Encumbrances), and (ii) an ALTA 
land title survey, acceptable to Buyer, of a recent date with 
respect to each such parcel showing no encroachments or other 
survey defects with respect to the buildings, structures and 
other improvements located on such property.  Buyer and Seller 
shall share equally the cost and expense of obtaining the title 
abstracts and the surveys.

        Section 6.7.  Compliance with Environmental Property 
Transfer Acts.  Seller shall provide or cause to be provided 
documentation deemed adequate by Buyer demonstrating full 
compliance with any applicable Environmental Property Transfer 
Act.  Buyer shall cooperate with Seller in obtaining such 
compliance.

        Section 6.8.  Change of Corporate Names.  On or prior 
to the Closing Date, Seller shall change the corporate names of 
each Acquired Company to a name acceptable to Buyer and that does 
not contain the word "Sonoco".  In connection with such name 
changes, Seller shall comply with all Legal Requirements and 
shall make all filings with Government Bodies as required by 
applicable Legal Requirements.

ARTICLE 7.  ADDITIONAL AGREEMENTS

        Section 7.1.  Covenant Not to Compete or Solicit 
Business.

        (a)     In furtherance of the sale of Industrial Container 
Business to Buyer and to protect the value and goodwill of the 
Industrial Container Business of the Acquired Companies and in 
consideration for the Purchase Price, Seller covenants and agrees 
that, after the Closing:

        (i)   for a period ending on the tenth 
       anniversary of the Closing Date, neither Seller 
       nor any of Seller's affiliates will directly or 
       indirectly (whether as principal, agent, 
       independent contractor, partner or otherwise) own, 
       manage, operate, control, participate in, or 
       otherwise carry on, a business that manufactures, 
       sells or leases plastic drums, fibre drums or 
       intermediate bulk containers or refurbishes or 
       reconditions plastic drums anywhere in the world; 
       provided, however, that Buyer expressly 
       acknowledges and agrees that Seller or any 
       affiliate of Seller may manufacture and sell fibre 
       drums in Indonesia, Singapore and Malaysia (the 
       "Far East Fibre Drum Operations") without 
       violating the foregoing covenant; provided, 
       further, that Buyer expressly acknowledges and 
       agrees that Seller may conduct the IBC Business 
       without violating the foregoing covenant; and, 
       provided further, that nothing set forth in this 
       Section 7.1 shall prohibit Seller or Seller's 
       affiliates from owning not in excess of 5% in the 
       aggregate of any class of capital stock of any 
       corporation if such stock is publicly traded and 
       listed on any national or regional stock exchange 
       or on the NASDAQ national market system;
  
        (ii)  for a period ending on the tenth 
       anniversary of the Closing Date, neither Seller 
       nor any of Seller's affiliates will directly or

 
       indirectly induce or attempt to persuade any 
       supplier or customer of an Acquired Company to 
       terminate or alter such business relationship with 
       such Acquired Company; or

        (iii) except as approved by Buyer for a 
       period ending on the third anniversary of the 
       Closing Date, neither Seller nor any of Seller's 
       affiliates will employ or otherwise retain the 
       services of any Person (A) who was employed by any 
       of the Acquired Companies at any time between 
       December 1, 1997 and the Closing Date except for 
       those employees actively involved with the IBC 
       Business who remain as employees of Seller after 
       the Closing and (B) who was either a salaried 
       and/or commissioned employee;  provided, however, 
       that Buyer expressly acknowledges and agrees that 
       Seller or any affiliate of Seller may, without 
       violating the foregoing covenant, (A) employ Gary 
       Crutchfield at any time or (B) immediately employ 
       any Person who Buyer or any of the Acquired 
       Companies voluntarily terminates after the Closing 
       Date; and provided, further, that Seller expressly 
       acknowledges and agrees that, upon the closing 
       contemplated by the IBC Sales Agreement, that the 
       exception set forth in this paragraph relating to 
       employees actively involved in the IBC Business 
       shall no longer be applicable.

        (b)     In addition, Seller covenants and agrees that 
neither Seller nor any affiliate of Seller will divulge or make 
use of any Trade Secrets of the Acquired Companies other than (i) 
to disclose such secrets and information to Buyer and (ii) to use 
such Trade Secrets in connection with the Far East Fibre Drum 
Operations.

        (c)     In the event Seller or any affiliate of Seller 
violates any of such Person's obligations under this Section 7.1, 
Buyer or any of the Acquired Companies may proceed against such 
Person in law or in equity for such damages or other relief as a 
court may deem appropriate. Seller acknowledges that a violation 
of this Section 7.1 may cause Buyer or the Acquired Companies 
irreparable harm which may not be adequately compensated for by 
money damages. Seller therefore agrees that in the event of any 
actual or threatened violation of this Section 7.1, Buyer or any 
of the Acquired Companies shall be entitled, in addition to other 
remedies that it may have, to a temporary restraining order and 
to preliminary and final injunctive relief against Seller or such 
affiliate of Seller to prevent any violations of this Section 
7.1, without the necessity of posting a bond.  The prevailing 
party in any action commenced under this Section 7.1 shall also 
be entitled to receive reasonable attorneys' fees and court 
costs.

        (d)     It is the intent and understanding of each party 
hereto that if, in any Proceeding before any Governmental Body or 
arbitrator legally empowered to enforce this Section 7.1, any 
term, restriction, covenant or promise in this Section 7.1 is 
found to be unreasonable and for that reason unenforceable, then 
such term, restriction, covenant or promise shall be deemed 
modified to the extent necessary to make it enforceable by such 
Governmental Body or arbitrator.

                             -38-

        Section 7.2.  Access to Records after Closing.  

        (a)     For a period of six years after the Closing Date, 
Seller and its Representatives shall have reasonable access to 
all of the books and records of the Acquired Companies to the 
extent that such access may reasonably be required by Seller in 
connection with matters relating to or affected by the operations 
of the Acquired Companies prior to the Closing Date. Such access 
shall be afforded by Buyer upon receipt of reasonable advance 
notice and during normal business hours.  Seller shall be solely 
responsible for any costs or expenses incurred by it pursuant to 
this Section 7.2.  If Buyer shall desire to dispose of any of 
such books and records prior to the expiration of such six-year 
period, Buyer shall, prior to such disposition, give Seller a 
reasonable opportunity, at Sellers' expense, to segregate and 
remove such books and records as Seller may select.

        (b)     For a period of six years after the Closing Date, 
Buyer and its Representatives shall have reasonable access to all 
of the books and records relating to the Acquired Companies which 
Seller or any of its affiliates may retain after the Closing 
Date.  Such access shall be afforded by Seller upon receipt of 
reasonable advance notice and during normal business hours.  
Buyer shall be solely responsible for any costs and expenses 
incurred by it pursuant to this Section 7.2.  If Seller or any of 
its affiliates shall desire to dispose of any of such books and 
records prior to the expiration of such six-year period, Seller 
shall, prior to such disposition, give Buyer a reasonable 
opportunity, at Buyer's expense, to segregate and remove such 
books and records as Buyer may select.

        Section 7.3.  Employees and Employee Benefit Plans.

(a)     Defined Benefit Pension Plans.

(i)  As of the Closing Date, each salaried 
     employee of the Industrial Container Business who was actively 
     employed and eligible, as of the Closing Date, to participate in 
     the Sonoco Products Company Pension Plan (the "Sonoco Pension 
     Plan") shall become eligible to participate in the Greif Bros. 
     Corporation Employees Retirement Income Plan (the "Greif Salaried 
     Pension Plan") and each hourly paid employee of the Industrial 
     Container Business who was actively employed and eligible, as of 
     the Closing Date, to participate in the Sonoco Pension Plan shall 
     become eligible to participate in the Retirement Plan for Certain 
     Hourly Employees of Greif Bros. Corporation (the "Greif Hourly 
     Pension Plan"); provided, however, any such hourly paid employee 
     who, as of the Closing Date, would be classified by Buyer as an 
     office or salary employee shall become eligible to participate in 
     the Greif Salaried Plan.  For purposes of the Greif Salaried 
     Pension Plan and the Greif Hourly Pension Plan, all employees of 
     the Industrial Container Business shall, for eligibility and 
     vesting purposes (but not for benefit accrual), receive credit 
     for all service with Seller or any Subsidiary prior to the 
     Closing Date.  Benefits to be provided to salaried employees of 
     the Industrial Container Business on and after the Closing Date 
     under the Greif Salaried Pension Plan shall be substantially 
     similar to those benefits provided to similarly situated 
     employees of Buyer under such plan.  Benefits to be provided to 
     non-union hourly paid employees of the Industrial Container 
     Business under the Greif Hourly Pension Plan on and after the

                             -39-

      Closing Date shall be substantially similar to the benefits 
      provided to similarly situated employees of Buyer under such 
      plan.  Benefits provided to union hourly paid employees of the 
      Industrial Container Business under the Greif Hourly Pension Plan 
      on and after the Closing Date shall be those benefits required 
      under each respective collective bargaining agreement in effect 
      with respect to such employees.

(ii)    Seller shall retain all liabilities and 
      obligations under the Sonoco Pension Plan as in effect on the 
      Closing Date, with respect to benefits accrued thereunder by 
      employees or former employees of the Industrial Container 
      Business prior to the Closing Date.  No assets of the Sonoco 
      Pension Plan will be transferred to any plan maintained by Buyer 
      or the Acquired Companies.  No additional benefits shall accrue 
      under the Sonoco Pension Plan with respect to employees or former 
      employees of the Industrial Container Business on or after the 
      Closing Date.  The benefits for each employee of the Industrial 
      Container Business under the Sonoco Pension Plan shall not be 
      payable prior to such employee's termination of employment with 
      Buyer or the Acquired Companies.  Seller shall provide that, with 
      respect to all employees of the Industrial Container Business as 
      of the Closing Date, uninterrupted service on or after the 
      Closing Date with Buyer, any of the Acquired Companies or any 
      other affiliate of Buyer shall qualify as service under the 
      Sonoco Pension Plan solely for purposes of determining vesting 
      and retirement eligibility credit (but not for the purpose of 
      calculating benefit accrual) under the Sonoco Pension Plan.  
      Buyer shall deliver to Seller, from time to time as requested, at 
      Buyer's expense, the requisite post-Closing Date employee service 
      information so that Seller may properly fulfill its 
      responsibilities under this paragraph.  

(iii)   As of the Closing Date, Seller shall 
      assign to Buyer all of its rights in the annuity contract 
      purchased from Metropolitan Life Insurance Company (the 
      "Annuity") to satisfy benefit obligations to employees of the  
      Industrial Container Business under the Continental Group, Inc. 
      Salaried Pension Plan and the Continental Can Company, Inc. Basic 
      Non-contributory Hourly Pension Plan (collectively, the 
      "Continental Plans").  Seller shall execute any and all documents 
      required by Metropolitan Life Insurance Company to effectuate the 
      assignment of rights under the Annuity.  Any and all benefit 
      obligations under the Continental Plans with respect to employees 
      of the Industrial Container Business shall be satisfied by the 
      Annuity.  Neither Buyer nor any of the Acquired Companies shall 
      have any obligation or liability to pay any benefits accrued 
      under the Continental Plans from either the assets of the Greif 
      Salaried Pension Plan, the Greif Hourly Pension Plan, the general 
      assets of Buyer or the general assets of any of the Acquired 
      Companies, and Seller shall indemnify and hold harmless Buyer, 
      the Acquired Companies, the Greif Salaried Pension Plan and the 
      Greif Hourly Pension Plan for any benefit obligations under the 
      Continental Plans which are not satisfied by the Annuity.  
 
(b) Section 401(k) Plans.  

(i)       As of the Closing Date, each salaried 
      employee of the Industrial Container Business who was actively 
      employed and eligible, as of the Closing Date, to participate in 
      the Sonoco Savings Plan (the "Sonoco Savings Plan") shall become 
      eligible to participate in the Greif Bros. Corporation 401(k) 
      Retirement Plan and Trust (the "Greif Salaried Savings Plan") and 
      each hourly paid employee of the Industrial Container Business 
      who was actively employed and eligible, as of the Closing Date, 
      to participate in the Sonoco Savings Plan shall become eligible 
      to participate in the Greif Bros. Corporation Production 
      Associates 401(k) Retirement Plan and Trust (the "Greif Hourly 
 
                             -40-

      Savings Plan"); provided, however, any such hourly paid employee 
      who, as of the Closing Date, would be classified by Buyer as an 
      office or salary employee shall become eligible to participate in 
      the Greif Salaried Savings Plan.  For purposes of the Greif 
      Salaried Savings Plan and the Greif Hourly Savings Plan, all 
      employees of the Industrial Container Business shall, for 
      eligibility and vesting purposes, receive credit for all service 
      with Seller or any Subsidiary prior to the Closing Date.  
      Benefits to be provided to salaried employees of the Industrial 
      Container Business on and after the Closing Date under the Greif 
      Salaried Savings Plan shall be substantially similar to those 
      benefits provided to similarly situated employees of Buyer under 
      such plan.  Benefits to be provided to non-union hourly paid 
      employees of the Industrial Container Business under the Greif 
      Hourly Savings Plan on and after the Closing Date shall be 
      substantially similar to the benefits provided to similarly 
      situated employees of Buyer under such plan.  
   
(ii)    As soon as administratively feasible 
      following the Closing Date, Seller shall cause the trustee of the 
      trust established under the Sonoco Savings Plan to transfer to 
      the appropriate trust for either the Greif Salaried Savings Plan 
      or the Greif Hourly Savings Plan, pursuant to the usual 
      procedures utilized under the Sonoco Savings Plan for such 
      transfers, and Buyer shall cause the Greif Salaried Savings Plan 
      and the Greif Hourly Savings Plan to accept, an amount of cash 
      equal to the value of the account balances of the employees of 
      the Industrial Container Business under the Sonoco Savings Plan 
      as of the transfer date.  Prior to the transfer required under 
      this paragraph (b)(ii), (A) the entire account balance of each 
      employee of the Industrial Container Business shall be fully 
      vested; (B) all common shares of Seller credited to such account 
      balances shall be converted to cash at their then fair market 
      value; and (C) the employees of the Industrial Container Business 
      shall retain all rights as participants in the Sonoco Savings 
      Plan, except for the right to receive additional contributions.  
      Seller and Buyer will make appropriate arrangements for the 
      payment of benefits which become due and payable under the Sonoco 
      Savings Plan or either the Greif Salaried Savings Plan or the 
      Greif Hourly Savings Plan prior to the date such cash transfer is 
      made.

(c)     Multi-employer Plans.  As of the Closing Date, 
Buyer shall assume all obligations to make contributions to any 
multi-employer pension, savings or health and welfare plan 
covering any employee of the Industrial Container Business, in 
accordance with the terms of each respective collective 
bargaining agreement and shall indemnify and hold harmless Seller 
for any multi-employer plan withdrawal liability.

(d)   Health and Welfare Benefits.

(i)     As of April 1, 1998 (or, if applicable, as of 
      the first day following the end of the Transition Period as 
      described in paragraph (f)(i) below), each salaried employee of 
      the Industrial Container Business who is Actively at Work shall 
      receive health and welfare benefits from Buyer, through its 
      health and welfare plans (the "Buyer Welfare Plans").  As of 
      April 1, 1998 (or, if applicable, as of the first day following 
      the end of the Transition Period, as described in paragraph 
      (f)(i) below), each non-union hourly paid employee of the 
      Industrial Container Business who is Actively at Work shall 
      receive health and welfare benefits from Buyer, through the Buyer 
      Welfare Plans.  As of April 1, 1998 (or, if applicable, as of the 
      first day following the end of the Transition Period, as 
      described in paragraph (f)(i) below), each union hourly paid 
 
                             -41-

      employee of the Industrial Container Business shall be provided 
      by Buyer, through the Buyer Welfare Plans, with those health and 
      welfare benefits required under each respective collective 
      bargaining agreement in effect with respect to such employees.  
      For purposes of this paragraph (d), an employee of the Industrial 
      Container Business shall be considered to be "Actively at Work" 
      if such employee is not on disability status (either short term 
      or long term), layoff status or on leave of absence (either paid 
      or unpaid).  Any employee of the Industrial Container Business 
      who is not Actively at Work as of April 1, 1998 will not be 
      eligible to receive health and welfare benefits from Buyer (as 
      described in this paragraph) until such date such employee 
      returns to active employment with Buyer or the Acquired 
      Companies.  All such disabled employees shall receive from Seller 
      full continuation of health and welfare coverage as well as any 
      disability income benefits to which they would have otherwise 
      been entitled in the absence of the sale of the Industrial 
      Container Business.

(ii)    From the Closing Date through March 31, 1998, 
      Seller shall continue to provide all employees of the Industrial  
      Container Business with all health and welfare benefits that they 
      were entitled to receive as of the day preceding the Closing 
      Date.  Seller, through its health and welfare plans (the "Seller 
      Welfare Plans"), shall remain responsible for all claims for 
      injuries incurred and illnesses suffered prior to April 1, 1998.  
      In addition, Seller shall provide, through the Seller Welfare 
      Plans, all continuation of coverage rights required under Section 
      4980B of the Code with respect to employees and former employees 
      (and their dependents) of the Industrial Container Business who 
      are not Actively at Work (as described in subparagraph (i) above) 
      on April 1, 1998.  Buyer, through the Buyer Welfare Plans, will 
      be responsible for all claims for injuries incurred and illnesses 
      suffered on and after April 1, 1998.  On or before October 31, 
      1998, Seller shall provide to Buyer a report regarding all 
      benefits paid under the Seller Welfare Plans to employees of the 
      Industrial Container Business (and their dependents) arising from 
      injuries incurred and illnesses suffered prior to April 1, 1998 
      which had been filed with Seller as of the date of such report.  
      Except as may be required under the terms of a collective 
      bargaining agreement, Buyer shall not assume any obligation under 
      any of the Seller Welfare Plans, including, but not limited to 
      any obligation under any severance plans maintained by Seller.

(e) Retiree Welfare Benefits.

(i)       As of the Closing Date, Seller shall be 
      responsible for, and shall indemnify and hold harmless Buyer and 
      the Acquired Companies for, all obligations to provide post-
      retirement welfare benefit coverage to (A) all former employees 
      of the Industrial Container Business who, as of the Closing Date, 
      were separated from the service of Seller and receiving such 
      post-retirement coverage under Seller's group welfare plan; and 
      (B) all employees (salaried, non-union hourly and union hourly) 
      of the Industrial Container Business who, as of the Closing Date, 
      have satisfied the age and/or service requirements to receive 
      such post-retirement coverage had they remained in the employ of 
      Seller until their retirement.  With respect to all former 
      employees described in (A) above, Seller shall provide such post-
      retirement welfare benefit coverage, after the Closing Date, in 
      accordance with the terms of Seller's welfare benefit plan as 
      that plan may be amended from time to time.  With respect to the 
      employees described in (B) above, Seller shall provide post-
      retirement welfare benefit coverage at the time of their 
      retirement or other separation from service from Buyer or the 
      Acquired Companies, in accordance with the terms and conditions 

                             -42- 

      of Seller's group welfare benefit, or, in the case of union 
      hourly employees, in accordance with the terms of the relevant 
      collective bargaining agreement, in effect at such retirement or 
      separation from service.

(ii)    As of the Closing Date, Buyer shall be 
      responsible for, and shall indemnify and hold harmless Seller 
      for, all obligations to provide post-retirement welfare benefit 
      coverage to all union hourly employees of the Industrial 
      Container Business who, as of the Closing Date, had not satisfied 
      the age and/or service requirements to receive such post-
      retirement coverage under the terms of Seller's welfare benefit 
      plan.  Buyer shall provide the coverage described in the 
      preceding sentence in accordance with the terms of each 
      respective collective bargaining agreement in effect at the time 
      of a union hourly employee's retirement or other separation from 
      service from Buyer or the Acquired Companies.  As of the Closing 
      Date, (A) Buyer shall have no obligation to provide any post-
      retirement welfare benefit coverage to any salaried or non-union 
      hourly employee of the Industrial Container Business; and such 
      employees will not, upon their retirement or other separation 
      from service from Buyer or the Acquired Companies, receive any 
      post-retirement welfare benefit coverage; and (B) except as 
      provided in paragraph (e)(iii) below, Buyer shall have no 
      obligation regarding post-retirement welfare benefit coverage 
      with respect to any employee or former employee of the Industrial 
      Container Business described in paragraph (e)(i) above.

(iii)   To compensate Seller for its retained 
      obligations under paragraph (e)(i) above, Buyer shall reimburse 
      Seller for its actual costs incurred in providing the post-
      retirement health insurance coverage described in such paragraph 
      (e)(i); provided such reimbursement shall not exceed $1,350,000 
      in any calendar year ($1,012,500 in 1998).  Reimbursement 
      payments contemplated by this paragraph (e)(iii) shall be made by 
      Buyer to Seller on an annual basis, based upon invoices provided 
      by Seller to Buyer, which invoices shall include a listing of 
      each covered individual and the cost assignable to each such 
      individual as determined by Seller.  Buyer shall have the right, 
      at its own expense, to audit any such invoices received from 
      Seller.  Seller and Buyer agree to cooperate in any audit or 
      review made by Buyer or its representatives with respect to post-
      retirement health insurance expenses.
 
(f)     Transition Period.  

(i)     To the extent requested by Buyer, in writing 
      to Seller, within five (5) days of the Closing Date, for the 
      period beginning on April 1, 1998 and ending on a date determined 
      by Buyer, not later than December 31, 1998 (hereinafter such time 
      period shall be referred to as the "Transition Period"), each 
      employee of the Industrial Container Business (as well as the 
      eligible dependents of each such employee) who is a participant 
      in the Seller Welfare Plans and who becomes an employee of Buyer 
      or the Acquired Companies after the Closing Date shall remain a 
      participant in the Seller Welfare Plans, subject to the following 
      conditions:

      (A)       Buyer shall reimburse Seller (or, if 
      applicable, the Seller Welfare Plans) for all benefit claims paid 
      from the Seller Welfare Plans and applicable administrative fees 
      accrued on behalf of any employee of the Industrial Container 
      Business, or eligible dependent of any such employee, with 
      respect to any injury incurred or illness suffered on or after 
      April 1, 1998 and prior to the end of the Transition Period.

                             -43-

      (B)       Subject to the approval of the relevant 
      insurer, Seller shall continue to pay all insurance premiums on 
      behalf of each employee of the Industrial Container Business to 
      continue the provision of any insured health and welfare benefits 
      for the Transition Period, except for any HMO or similar plans 
      that have been contracted locally by the Acquired Companies.  All 
      insurance premiums paid by Seller pursuant to this subparagraph 
      shall be reimbursed to Seller by Buyer.  
  
      (C)       Subject to the approval of the relevant 
      insurer, Seller shall continue to pay and/or agree to obtain 
      individual and/or aggregate stop loss insurance premiums for the 
      Transition Period, with respect to any self-insured health and 
      welfare plan of Seller, to retain such stop loss insurance 
      coverage during the Transition Period with respect to claims paid 
      on behalf of any employee of the Industrial Container Business 
      and any dependent of any employee by Buyer pursuant to 
      subparagraph (A) above.  All insurance premiums paid by Seller, 
      with respect to the employees of the Industrial Container 
      Business and their eligible dependents, pursuant to this 
      subparagraph, shall be reimbursed to Seller by Buyer.  
  
(ii)    Notwithstanding the provisions of 
      subparagraph (i) of this paragraph (f), at the close of business 
      on March 31, 1998 (or at the end of the Transition Period, if 
      later), all employees of the Industrial Container Business shall 
      cease to be eligible to make any further deferral contributions 
      to any flexible spending account plan maintained by Seller 
      pursuant to Section 125 of the Code (the "Seller Flexible 
      Spending Plans").  On and after April 1, 1998, neither Buyer nor 
      any of the Acquired Companies shall provide any salaried employee 
      or non-union hourly employee with the opportunity to participate 
      in any flexible spending account plan sponsored by Buyer or any 
      of the Acquired Companies.  On and after April 1, 1998, all union 
      hourly employees will be provided by Buyer with those flexible 
      spending account plans required under each respective collective 
      bargaining agreement in effect with respect to such employees.  
      With respect to salaried employees and non-union hourly employees 
      of the Industrial Container Business, Seller shall continue, for 
      the period beginning on April 1, 1998 and ending on December 31, 
      1998, to allow such employees to continue to submit claims for 
      reimbursement under the Seller Flexible Spending Plans for any 
      occurrence arising at any time during the 1998 calendar year.  
      The reimbursable claims will not exceed the amount deducted 
      through March 31, 1998 (or by the end of the Transition Period, 
      if later).  With respect to union hourly employees of the 
      Industrial Container Business, on April 1, 1998, Seller shall 
      transfer the account balances of such employees under the Seller 
      Flexible Spending Plans to Buyer.  On and after April 1, 1998, 
      neither Seller nor the Seller Flexible Spending Plans shall have 
      any obligations with respect to reimbursements to any union 
      hourly employee of the Industrial Container Business.
 
(g)     Workers' Compensation, Disability and Employment 
Claims.  After the Closing Date, Seller shall be responsible for, 
and shall indemnify and hold harmless Buyer and the Acquired 
Companies for, all Liabilities and Expenses of all workers 
compensation claims which arise out of any injury sustained by 
any employee of the Industrial Container Business on or prior to 
the Closing Date.  After the Closing Date, Seller shall be 
responsible for, and shall indemnify and hold harmless Buyer and 
the Acquired Companies for, all Liabilities and Expenses relating 
to any employee of the Industrial Container Business who is on 
short or long term disability leave on the Closing Date.  After 
the Closing Date, Seller shall be responsible for, and shall 
indemnify and hold harmless Buyer and the Acquired Companies for, 
all Liabilities and Expenses relating to any claim of any 

                             -44-

employee of the Industrial Container Business which claim is 
based upon facts occurring on or prior to the Closing Date 
relating to the employment of such employee in the Industrial 
Container Business.

        Section 7.4.  Confidential Nature of Information.  Each 
of Buyer, as a party on the one hand, and Seller, as a party on 
the other, agrees that it will treat in confidence all documents, 
materials and other information which it shall have obtained 
regarding the other party during the course of the negotiations 
leading to the consummation of the Contemplated Transactions 
(whether obtained before or after the date of this Agreement), 
the investigation provided for herein and the preparation of this 
Agreement and other related documents, and, in the event the 
Contemplated Transactions shall not be consummated, each party 
will return to the other party all copies of nonpublic documents 
and materials which have been furnished in connection therewith.  
Such documents, materials and information shall not be 
communicated to any third Person (other than, in the case of 
Buyer, to its counsel, accountants, financial advisors or 
lenders, and in the case of Seller, to its counsel, accountants 
or financial advisors).  No Person shall use any confidential 
information in any manner whatsoever except solely for the 
purpose of evaluating the proposed purchase and sale of the 
Shares or the negotiation or enforcement of this Agreement or any 
agreement contemplated hereby; provided that after the Closing, 
Buyer and the Acquired Companies may use or disclose any 
confidential information related to the Acquired Companies or 
their Assets or business.  The obligation of each party to treat 
such documents, materials and other information in confidence 
shall not apply to any information which (i) is or becomes 
lawfully available to such party from a source other than the 
furnishing party, (ii) is or becomes available to the public 
other than as a result of disclosure by such party or its agents, 
(iii) is required to be disclosed under applicable law or 
judicial process, but only to the extent it must be disclosed or 
(iv) such party reasonably deems necessary to disclose to obtain 
any of the Consents contemplated hereby.

        Section 7.5.  No Solicitation.  After the date hereof 
until the termination of this Agreement or Closing, neither 
Seller nor any of the Acquired Companies will directly or 
indirectly, through any Representative of Seller or any Acquired 
Company (i) solicit or initiate the submission of any proposal or 
offer from any Person (other than Buyer) with respect to the 
acquisition of all or a portion of the outstanding capital stock 
of any Acquired Company or the merger, consolidation or sale of 
all or a significant portion of the Assets of any Acquired 
Company (an "Acquisition Proposal"), or (ii) engage in 
negotiations or discussions with, or furnish any information or 
data to any third party relating to an Acquisition Proposal 
(other than the transactions contemplated hereby).  Seller shall 
cause the Acquired Companies to comply with the provisions of 
this Section 7.5.

        Section 7.6.  Notes, Accounts and Other Miscellaneous 
Receivables.  Subject to a bad debt reserve of $700,000 for 
accounts receivable, Seller guarantees to Buyer the collection of 
all notes, accounts and other miscellaneous receivables that are 
reflected on the books and records of any of the Acquired 
Companies as of the Closing Date or that otherwise arise out of 
sales or transactions  occurring on or before the Closing Date 
relating to the Industrial Container Business or the IBC Business 
(the "Receivables").  From and after the Closing, Buyer shall 

                             -45-

use, or shall cause the applicable Acquired Company to use,  
reasonable efforts to collect the Receivables generally in 
accordance with Buyer's normal billing and collection practices.  
With respect to accounts receivable, if, at any time after ninety 
days after the Closing Date, the Acquired Companies shall have 
outstanding to be collected more than $700,000 of accounts 
receivable, upon the request of Buyer, Seller shall pay to Buyer 
(or to one or more of the Acquired Companies as Buyer may direct) 
within ten days of such request  the difference between the total 
amount of such accounts receivables outstanding  and $700,000; 
provided, however, that concurrently with any such payment by 
Seller, Buyer shall cause one or more of the Acquired Companies 
to assign to Seller the accounts receivables theretofore not 
collected in an amount equal to the amount of the payment by the 
Seller.  With respect to notes receivable (including, without 
limitation, the note receivable in the original principal amount 
of $287,464 from Horton Sales Development Corp.) and other 
miscellaneous receivables, if, at any time after the Closing 
Date, any obligor under any note receivable or miscellaneous 
receivable shall fail to pay when due any amounts owing under the 
notes receivable or miscellaneous, upon the request of Buyer, 
Seller shall pay to Buyer (or to one or more of the Acquired 
Companies as Buyer may direct) within ten days of such request 
the entire unpaid amount of the note receivable or miscellaneous 
receivable; provided, however, that concurrently with any such 
payment by Seller, Buyer shall cause one or more of the Acquired 
Companies to assign to Seller the note receivable or 
miscellaneous receivable theretofore not collected in an amount 
equal to the amount of the payment by the Seller.  To the extent 
that any accounts receivable relating to the IBC Business is on 
the books and records of the Seller as of the Closing Date, 
Seller hereby assigns such accounts receivable to the Buyer.  

                Section 7.7. Environmental Matters.  Subject to the 
following sentence, Seller shall promptly reimburse Buyer for 
one-half (50%) of all costs incurred in connection with 
conducting additional environmental investigations to define the 
scope and extent of environmental impacts at Seller's facilities 
which are identified in Environmental Resource Management's 
("ERM's") proposal No. P98-DG-2001 attached hereto as Schedule 
7.7.  Notwithstanding the foregoing, Buyer and Seller mutually 
agree that the environmental investigations set forth in ERM's 
proposal for the facilities at Hightstown, New Jersey, Carteret, 
New Jersey and Overland, Missouri will not be conducted by ERM 
pursuant to this Section 7.7.  Buyer and Seller further agree 
that, upon the request of Seller, Seller may request another 
estimate of the costs of the environmental investigations from 
its ERM representative or from another environmental consulting 
firm reasonably acceptable to Buyer.  In the event such further 
estimates result in lower costs for the environmental 
investigations and the scope of such work in such estimates is 
acceptable to Buyer, Buyer and Seller may agree to use another 
environmental consultant to perform such environmental 
investigations.  Buyer shall have sole authority to direct and 
authorize this and future environmental investigations, if 
necessary.  Seller shall indemnify and hold Buyer harmless 
against any and all costs, including expert fees, consultants' 
fees, and attorneys' fees, for all necessary and appropriate 
additional environmental investigation and remediation required 
to demonstrate that environmental conditions at the identified 
facilities comply with applicable Environmental Law and to 
prevent or abate any threat to human health or the environment at 
Seller's facilities identified herein.  Seller shall reimburse 
Buyer for all costs incurred in connection with those 
environmental matters identified on Schedule 4.25, including but

                             -46-

not limited to costs of investigation, removal actions, remedial 
actions, operations and maintenance, government oversight costs, 
natural resource damages and claims by third parties for 
contribution.

                Section 7.8.  Financial Statement Consents .  In 
connection with the delivery of the audited Financial Statements 
referenced in Section 7.9 of this Agreement, Seller shall cause 
its independent auditors to deliver to Buyer upon reasonable 
request of Buyer such consents as may be required under the 
Securities Act of 1933, as amended, and the Securities Exchange 
Act of 1934, and the rules and regulations promulgated thereunder 
in connection with the use of such statements by Buyer.

                Section 7.9.  Delivery of Audited Financial Statements.
   The audited consolidated financial statement for the fiscal 
year ended December 31, 1995, December 31, 1996 and December 31, 
1997 for the Acquired Companies relating only  to the Industrial 
Container Business of the Acquired Companies referenced in 
Section 4.5 of this Agreement were not completed as of the 
Closing Date.  Seller shall deliver or cause to be delivered such 
audited consolidated financial statements to the Buyer within 
thirty days after the Closing Date.  Such audited consolidated 
financial statements shall be in a form acceptable for Buyer to 
file with its Form 8-K with the Securities and Exchange 
Commission.  For purposes of this Agreement, such audited 
financial statements shall be deemed to have been delivered as of 
the Closing Date.  In addition, in the event that the 
transactions contemplated by the IBC Sales Agreement close, 
Seller shall deliver or cause to be delivered such audited 
consolidated financial statements for such three year period 
relating to the IBC Business to the Buyer at such closing or 
within thirty days after this Closing Date, whichever is later.  
Such audited consolidated financial statements relating to the 
IBC Business shall be in a form acceptable for Buyer to file with 
its Form 8-K with the Securities and Exchange Commission.

                Section 7.10.  Certain Contracts in the Name of Seller 
Relating to the Industrial Container Business.

                (a)  Prior to the Closing Date, Seller was a party to 
various executory Contracts relating to the Industrial Container 
Business.  Except as set forth on Schedule 7.10, Seller agrees 
that all such executory Contracts have been lawfully assigned to 
an Acquired Company (which, as of the Closing Date, is a lawful 
party to such Contract) and, to the extent required by any such 
Contract, Seller has obtained any Consent required in connection 
with such assignment.  Seller shall indemnify and hold harmless 
Buyer and each Acquired Company from all Damages incurred by 
Buyer or an Acquired Company in the event that any required 
Consent to such assignment was not obtained or the assignment was 
otherwise not lawfully effected or binding.  The representations 
set forth in Section 4.15(b) are hereby also made with respect to 
the Contracts described in this Section 7.10(a).

                (b)  With respect to the Contracts listed in Schedule 
7.10 (including, without limitation, the Supply Contract between 
Seller and Merck & Co., Inc. relating to the Industrial Container 
Business), Seller shall indemnify and hold harmless Buyer and 
each Acquired Company from all Damages incurred by Buyer or an 

                             -47-

Acquired Company arising from or in connection with the failure 
of the Seller to lawfully assign such Contract to an Acquired 
Company on or prior to the Closing Date or otherwise failing to 
obtain any required Consent to such assignment.

                (c)  In the event that, after the Closing Date, Buyer 
or an Acquired Company discovers that Seller is a party to a 
Contract relating to the Industrial Container Business that has 
not been lawfully assigned to an Acquired Company and  that is 
not described on Schedule 7.10, upon the request of the Buyer, 
after the Closing Date. Seller agrees to use it best efforts to 
obtain the  lawful assignment of such Contract to an Acquired 
Company and, to the extent required by any such Contract, to 
obtain any Consent required in connection with such assignment.  
Seller shall indemnify and hold harmless Buyer and each Acquired 
Company from all Damages incurred by Buyer or an Acquired Company 
arising from or in connection with the failure of the Seller to 
lawfully assign such Contract to an Acquired Company or otherwise 
failing to obtain any required Consent to such assignment.

                Section 7.11.  Option to Purchase Far East Fibre Drum 
Operations.

                (a)  For a period of ten years after the Closing Date, 
Buyer shall have the irrevocable prior right and option to 
purchase from Seller (or, if applicable, an affiliate of the 
Seller) the Far East Fibre Drum Operations.  Buyer may exercise 
the option by giving written notice of exercise to Seller of its 
intention to purchase the Far East Fibre Drum Operations.  Upon 
receipt of such notice, Seller and Buyer shall enter into a 
mutually satisfactory confidentiality agreement and, subject to 
such agreement,  Seller shall provide to Buyer all financial and 
business information concerning the Far East Fibre Drum 
Operations as may be reasonably requested by Buyer.  Following 
delivery and receipt of such information, Seller and Buyer shall 
be required to negotiate reasonably and in good faith for a 
period of not less than sixty days such terms and conditions of 
the purchase and sale of the Far East Fibre Drum Operations as 
may be  mutually satisfactory to both Seller and Buyer.

                (b)    If, at any time during the ten year period after 
the Closing Date, Seller or an affiliate of the Seller enters 
into, or proposes to enter into, an agreement to sell all or any 
part of the Far East Fibre Drum Operations to an unrelated third 
Person, Seller shall give written notice to Buyer of such 
agreement or proposed agreement (the "Transfer Notice").  The 
Transfer Notice shall specify all of the material terms and 
conditions of such agreement or proposed agreement.  Upon receipt 
of such Transfer Notice, Buyer shall have the irrevocable prior 
right and option to purchase from Seller (or, if applicable, an 
affiliate of the Seller) the Far East Fibre Drum Operations on 
the same terms and conditions as set forth in the Transfer Notice 
(the "First Right of Refusal"). Upon receipt of such Transfer 
Notice, Seller and Buyer shall enter into a mutually satisfactory 
confidentiality agreement and, subject to such agreement,  Seller 
shall provide to Buyer all financial and business information 
concerning the Far East Fibre Drum Operations as may be 
reasonably requested by Buyer.  Buyer may exercise the First 
Right of Refusal to purchase the Far East Fibre Drum Operations 
on the same terms and conditions as set forth in the Transfer 
Notice by giving written notice to the Seller within sixty days 
after receipt of the Transfer Notice.   If  Buyer exercises such  
First Right of Refusal, Buyer and Seller shall reasonably and in 
good faith negotiate an agreement containing the terms that are 
set forth in the Transfer Notice.  If the Buyer does not exercise 
its First Right of Refusal within sixty days after receipt of the 
Transfer Notice, Seller may sell the Far East Fibre Drum 
Operations to the unrelated third Person identified in the

                             -48-

Transfer Notice strictly in accordance with the terms of the 
Transfer Notice.

                Section 7.12.  Post_Closing Real Estate Matters.  Buyer 
and Seller agree and acknowledge that certain issues relating to 
the Owned Real Property and the Leased Real Property may not be 
resolved until after the Closing Date.  Such issues include the 
following:

                (a)  The transfer and conveyance of certain Owned Real 
Property located in Lockport, Illinois from Seller to SPD and the 
transfer and conveyance of certain Owned Real Property located in 
Saraland, Alabama from the Industrial Development Board of the 
City of Mobile, Alabama to SFD (such transfers being referred to 
herein collectively as the "Post Closing Transfers"); and

                (b)  The resolution of certain matters relating to and 
arising out of the completion of accurate surveys of the Owned 
Real Property, including (i)  the encroachment onto property 
owned by, or to be owned by, SPD and located in Lockport, 
Illinois, of a building which is located on property adjacent to 
such SPD property, (ii) the encroachment onto property owned by 
SFD and located in Van Wert, Ohio, of an above-ground swimming 
pool and a storage shed which is located on property adjacent to 
such SFD property, and (iii)  the potential encroachment of a 
parking lot and fence, owned and utilized by SFD at its 
Tonawanda, New York property, onto property located adjacent to 
such SFD property (collectively, the "Post Closing Survey 
Matters").

Seller agrees to be responsible for and to indemnify Buyer 
against all expenses, transfer taxes, documentary stamp charges, 
recording fees and similar charges arising out of or in 
connection with the Post Closing Transfers.  Additionally,  
Seller agrees to be responsible for and to indemnify Buyer 
against all costs, expenses and charges incurred by Buyer in 
resolving the Post Closing Survey Matters; provided, however, 
that Buyer agrees that, with respect to the matter set forth in 
Section 7.12(b)(i), Buyer shall not seek to be indemnified by the 
Seller for the value of the land that is the subject of the 
encroachment.  The agreements between Seller and Buyer pursuant 
to this Section 7.12 shall neither diminish nor limit the 
liability of Seller arising out of the breach by Seller of any of 
its representations and warranties contained in this Agreement.

                Section 7.13.  Post_Closing Intellectual Property 
Matters.

                (a)  In connection with Seller's acquisition of part of 
the Industrial Container Business from KMI Continental Inc. 
pursuant to a Purchase Agreement dated February 25 ,1985, Seller 
(or one or its affiliates) had assigned to it certain patents 
that are listed on Schedule 7.13, together with all Patent Rights 
associated with such patents.  The assignment of such patents, 
however, was not recorded in the United State Patent and 
Trademark Office.  Seller represents to Buyer that, although it 
or one of its affiliates owns all the Patent Rights associated 
with such patents and all such Patent Rights to such patents are 
being assigned to GBC Holding Co.,  the patents listed on 
Schedule 7.13  are not currently being used in the Industrial 
Container Business.  Seller agrees that if Buyer or one of its 
affiliates decides to use any such patent prior to the expiration 
of such patent, Seller shall, within thirty days of written 
notice of Buyer's intent to use such patent obtain, at Seller's

                             -49-

sole cost and expense, all necessary documentation from any 
person as may be necessary to establish that GBC Holding Co. is 
the record owner of such patent as reflected upon the records of 
the United States Patent and Trademark Office.

                (b)  Although, as of the Closing Date, Seller and its 
affiliates have assigned all of their right, title and interest 
in and to all Patent Rights and Trademarks used in connection 
with the Industrial Container Business to GBC Holding Co., Seller 
has not caused the assignments of all such Patent Rights and 
Trademarks that, pursuant to Legal Requirement, should be filed 
and recorded with a Governmental Body (including, without 
limitation, the United States Patent and Trademark Office).  
Seller agrees that, within ninety days after the Closing, Seller 
shall, at its sole cost and expense, cause all such assignments 
of all such Patent Rights and Trademarks that, pursuant to Legal 
Requirement, should be filed and recorded with a Governmental 
Body to be properly recorded with the appropriate Governmental 
Body.  Upon the request of Seller, Buyer agrees that it shall 
undertake to file and record, on behalf of the Seller,  all such 
assignments with the appropriate Governmental Body provided that 
Seller shall promptly reimburse Buyer for all costs and expenses 
incurred by Buyer in connection with such action (including, 
without limitation, all filing fees of the Governmental Body and 
reasonable attorneys fees incurred in connection with such 
action).

                Section 7.14.  Patent Litigation Matters.  Seller and 
Buyer agree that, with respect to the pending patent litigation 
referenced in Item 1 and Item 2 of Schedule 4.9 to this 
Agreement, Seller agrees to assign all rights (including all 
rights to damages in connection with any settlement or judgment) 
to such patent litigation to Buyer (or one of its affiliates as 
may be designated by Buyer).  Seller agrees that it shall be 
responsible for all costs and expenses (including attorney fees) 
incurred on or prior to the Closing Date relating to such patent 
litigation.  Buyer agrees that, after the Closing Date, it shall 
be responsible for all costs and expenses (including attorney 
fees) incurred after the Closing Date relating to such patent 
litigation.  Buyer and Seller agree to execute such documents as 
may be necessary or appropriate in connection with any Legal 
Requirement (including local Court Rules) to evidence the 
foregoing.

ARTICLE 8.  CONDITIONS PRECEDENT TO OBLIGATIONS TO CLOSE

        Section 8.1.  Conditions Precedent to Buyer's Obligation to 
Close.  The obligation of Buyer to consummate the transactions to 
be performed by it in connection with the Closing is subject to 
satisfaction of the following conditions:

        (a)     The representations and warranties made by Seller 
to Buyer in this Agreement or any document or instrument 
delivered to Buyer on the Closing Date shall be true and correct 
(i) in all material respects when made and (ii) on the Closing 
Date with the same force and effect as though such 
representations and warranties had been made on and as of such 
date (except for changes contemplated by this Agreement or 
occurring in the Ordinary Course of Business which do not singly 
or in the aggregate have a Material Adverse Effect).

                             -50-

        (b)     Seller shall have duly performed all of the 
covenants required to be performed by it or any of its affiliates 
under this Agreement on or before the Closing Date, and an 
authorized officer of Seller shall deliver to Buyer a certificate 
dated as of the Closing Date certifying to the fulfillment of 
this condition and the condition set forth in Section 8.1(a).

        (c)     There shall not be pending any Proceeding brought 
by any Person before any Governmental Body challenging, 
affecting, or seeking material damages in connection with, this 
Agreement or any of the Contemplated Transactions.

        (d)     A favorable opinion of Sinkler & Boyd, P.A., 
counsel for Seller, shall have been delivered to Buyer dated as 
of the Closing Date, in the form agreed to by the parties.

        (e)     Early termination of or expiration of the waiting 
period under the HSR Act shall have occurred on or prior to the 
Closing Date.

        (f)     Consents (including all Governmental 
Authorizations and all Consents required to be obtained by Seller 
or under any Applicable Contracts to prevent a breach of such 
Contract) required of Seller or an Acquired Company shall have 
been obtained, on terms and conditions reasonably satisfactory to 
Buyer, and Seller and the Acquired Company shall provide evidence 
of the receipt of such Consents to Buyer.

        (g)     Buyer shall have satisfactorily completed its due 
diligence review of the Acquired Companies.

        Section 8.2.  Conditions Precedent to Seller's Obligation to 
Close.  The obligation of Seller to consummate the transactions 
to be performed by them in connection with the Closing is subject 
to satisfaction of the following conditions:

        (a)     The representations and warranties made by Buyer 
to Seller in this Agreement or any document or instrument 
delivered to Seller on the Closing Date shall be true and correct 
(i) in all material respects when made and (ii) on the Closing 
Date with the same force and effect as though such 
representations and warranties had been made on and as of such 
date (except for changes contemplated by this Agreement or which 
do not singly or in the aggregate have a material adverse effect 
on the ability of Buyer to consummate the Contemplated 
Transactions).

        (b)     Buyer shall have duly performed all of the 
covenants required to be performed by it under this Agreement on 
or before the Closing Date, and an authorized officer of Buyer 
shall deliver to Seller a certificate dated as of the Closing 
Date certifying to the fulfillment of this condition and the 
condition set forth in Section 8.2(a).

        (c)     There shall not be pending any Proceeding brought 
by any Person before any Governmental Body challenging, 
affecting, or seeking material damages in connection with, this 
Agreement or any of the Contemplated Transactions.

                             -51-

        (d)     A favorable opinion of Vorys, Sater, Seymour and 
Pease LLP, counsel for Buyer, shall have been delivered to Seller 
dated as of the Closing Date, in the form agreed to by the 
parties.

        (e)     Early termination of or expiration of the waiting 
period under the HSR Act shall have occurred on or prior to the 
Closing Date.

        (f)     Consents (including all Governmental 
Authorizations) required of Buyer shall have been obtained, on 
terms and conditions reasonably satisfactory to Seller, and Buyer 
shall provide evidence of the receipt of such Consents to Seller.

ARTICLE 9. COVENANTS AS TO TAX MATTERS 

                Section 9.1.  Section 338(h)(10) Election . 

                 (a)  Buyer and Seller agree to file the election 
provided for by IRC Section 338(h)(10) and any comparable 
election under state, local or foreign law (collectively and 
separately, the "Election") with respect to (i) the acquisition 
of the Shares of each Acquired Company pursuant to this Agreement 
and (ii) the deemed acquisition of the shares of each Subsidiary 
of each Acquired Company.  Each party shall provide to the other 
all information necessary to permit the Election to be made.  
Seller and Buyer shall, within the time periods established by 
applicable Legal Requirements, execute and file IRS Form 8023-A 
and all other forms, returns, elections, schedules and documents 
as may be required to effect and preserve a timely Election.  

        (b)     Seller and Buyer acknowledge and agree that for 
federal income tax purposes the acquisition of the Shares 
pursuant to the Election will be treated as a sale of the Assets 
of each Company and each Subsidiary of each Company followed by a 
complete liquidation of each Company and each Subsidiary of each 
Company into Seller.  In connection with the Election and within 
the time periods established by applicable Legal Requirements, 
Seller and Buyer shall act together in good faith (i) to 
determine and agree upon the amount of the deemed sale price of 
the Shares as well as the deemed sale price of the shares of each 
Subsidiary (within the meaning of Treasury Regulations 
Section 1.338(h)(10)-1(f)) and (ii) to agree upon the proper 
allocations (the "Allocations") of the deemed sale price of the 
Shares and the shares of each Subsidiary among the Assets of each 
Company and each Subsidiary of each Company in accordance with 
the IRC and the Treasury Regulations promulgated thereunder.  
Neither Seller nor Buyer, nor any of their affiliates, will take 
any position inconsistent with the Election, the Allocations or 
the amount of the deemed sale prices so determined in any Tax 
Return or otherwise.  Within the time periods established by 
applicable Legal Requirements for making and filing the Election, 
the Allocations shall be set forth in Schedule 9.1(b) to this 
Agreement.  Except as provided below, any Liability for Taxes 
resulting from the Election will be borne by Seller, including, 
but not limited to, any income, franchise or similar Taxes 
imposed by any state, local or foreign taxing authority that does 
not allow or respect an election under IRC Section 338(h)(10) (or 
any comparable election under state, local or foreign law).

                             -52-

        (c)     If Seller breaches any covenant set forth in this 
Section 9.1, Seller shall indemnify and hold Buyer, each Acquired 
Company and each of their affiliates harmless against any and all 
Taxes due from an Acquired Company which result from such breach 
for any and all taxable periods beginning after the Closing Date 
(including, but not limited to, the portion of all Straddle 
Periods allocable to Buyer pursuant to Section 9.2(c) hereof), 
together with all Expenses related thereto.  For purposes of this 
Section 9.1(c), the term "Taxes" shall mean the present value as 
of the Closing Date of the step up in the adjusted basis of the 
Assets of each Acquired Company that would have resulted from a 
valid Election, computed on the following assumptions:  (i) the 
allocations determined pursuant to paragraph (b) hereof (taking 
into account Buyer's transaction costs) are correct; (ii) each 
highest marginal rate of tax applied to income of a corporation 
as of the Closing Date pursuant to applicable federal, state, 
local and foreign law shall apply; and (iii) the discount rate 
shall be the rate of interest that Key Bank, N.A., publishes as 
its prime rate as of the Closing Date (the "Interest Rate").  
Seller shall pay such Taxes and Expenses to Buyer in immediately 
available funds within thirty (30) days after written demand 
therefor, together with interest from the Closing Date at a rate 
per annum equal to the Interest Rate.  Buyer shall deliver with 
such written demand evidence of such Expenses. 

                Section 9.2.  Liability for Taxes. 

                 (a)  Seller shall indemnify and hold Buyer, each of 
the Acquired Companies and each of their affiliates harmless 
against any and all Taxes due from any Acquired Company for any 
taxable period ending on or before the Closing Date in excess of 
the aggregate amount reflected as reserves for Taxes of the 
Acquired Companies on the balance sheets of the Most Recent 
Financial Statements, together with all Expenses related thereto.  
Seller shall be entitled to all refunds of Taxes payable with 
respect to the Acquired Companies for taxable periods ending on 
or before the Closing Date.

                (b)  Buyer shall indemnify and hold Seller and its 
affiliates harmless against any and all Taxes due from any of the 
Acquired Companies for any taxable period beginning after the 
Closing Date, together with all Expenses related thereto.  Buyer 
shall be entitled to all refunds of Taxes payable with respect to 
the Acquired Companies for such taxable periods.

        (c)  Buyer and Seller shall allocate any Liability of 
the Acquired Companies for Taxes relating to taxable periods that 
begin before and end after the Closing Date ("Straddle Periods").  
For this purpose, the portion of such Liability allocable to 
Seller in accordance with paragraph (a) hereof and the portion of 
such Liability allocable to Buyer in accordance with paragraph 
(b) hereof shall be determined, in the case of property, ad 
valorem or franchise Taxes (other than those measured by, or 
based upon, net income), on a per diem basis and, in the case of 
other Taxes, on the basis of an interim closing of the books as 
of the end of the Closing Date (except that (i) exemptions, 
allowances and deductions for any Straddle Period that are 
calculated on an annual or periodic basis, such as the deduction 
for depreciation, shall be apportioned on a per diem basis and 
(ii) real property taxes shall be apportioned in accordance with 
IRC Section 164(d)).  All refunds of Taxes payable with respect 
to the Acquired Companies for a Straddle Period shall be 
apportioned between Buyer and Seller on the basis of their 
respective Liability for such Straddle Period; provided, however, 
that any refunds of Taxes with respect to the Acquired Companies 
for any Straddle Period which is related to an item for which 
Buyer or Seller was liable and which was paid by Buyer or Seller 
shall be refunded to Buyer or Seller, as the case may be.

                             -53-

        (d)  Seller shall indemnify, defend and hold Buyer, the 
Acquired Companies and their affiliates harmless against any 
Losses and Expenses incurred by reason of the breach by Seller of 
any representation or warranty set forth in Section 4.10.

        Section 9.3.  Preparation and Filing of Tax Returns.

        (a)  Seller shall be solely responsible for preparing 
and filing on a timely basis, for all taxable periods ending on 
or before the Closing Date, all Tax Returns with respect to the 
income, Assets, operations, activities, status or other matters 
of any of the Acquired Companies.  Seller shall be solely 
responsible for and pay on a timely basis all Taxes shown due 
thereon.

        (b)  If for federal, state, local or foreign tax 
purposes, the taxable period of any of the Acquired Companies 
does not terminate on the Closing Date, Buyer and Seller shall 
elect, to the extent permitted by applicable law, with the 
relevant taxing authority to treat a portion of any Straddle 
Period as a short taxable period ending as of the close of 
business on the Closing Date, and such short taxable period shall 
be treated as ending on or before the Closing Date for purposes 
of this Agreement.  Seller and Buyer shall jointly prepare (and 
Buyer shall file or cause to be filed on a timely basis), for all 
Straddle Periods, all Tax Returns with respect to the income, 
Assets, operations, activities, status or other matters of any of 
the Acquired Companies.  Seller shall be solely responsible for 
any Taxes shown due thereon to the extent attributable to the 
portion of such taxable period ending on the Closing Date, and 
shall pay such amount over to Buyer in immediately available 
funds no later than three business days prior to the due date of 
such Tax Return. Buyer shall be solely responsible for the 
balance of the Taxes shown as due thereon and for payment of all 
amounts shown as due thereon to the appropriate Governmental 
Body.  Notwithstanding the foregoing, to the extent that Seller 
has made payments of estimated Taxes with respect to any of the 
Acquired Companies for any Straddle Period, Seller shall be 
entitled to reduce its payments to Buyer under this Section 
9.3(b) by the aggregate amount of such payments and, to the 
extent that the aggregate amount of such payments exceeds 
Seller's Liability for Taxes for any Straddle Period, Buyer shall 
pay over to Seller the amount of such excess in immediately 
available funds no later than three Business Days prior to the 
due date of the Tax Return with respect to which the estimated 
Taxes were payable.

        (c)  Buyer shall be solely responsible for preparing 
and filing all Tax Returns relating to any of the Acquired 
Companies for all taxable periods beginning after the Closing 
Date and for paying all Taxes shown due thereon.

        (d)  If Buyer and Seller cannot agree as to the amount of 
Taxes due with respect to any Tax Return filed for any Straddle 
Period, or as to the portion of such Taxes allocable to each of 
Buyer and Seller pursuant to Section 9.2(c) hereof, Buyer and 
Seller shall jointly select a nationally recognized accounting 
firm (the "Accounting Firm"), the determination of which 
regarding the resolution of the item(s) in dispute shall be 
binding on Buyer and Seller.  If the Accounting Firm is unable to 
determine the proper resolution of the items in dispute prior to

                             -54-

the five business days before the due date (after giving effect 
to extensions) of the Tax Return at issue, the Tax Return shall 
be filed with the resolution of the item(s) in dispute as 
proposed by Buyer, and Seller shall be required to pay to Buyer 
in immediately available funds three business days prior to the 
due date of the Tax Return the amount determined by Seller to be 
due by Seller.  Within five business days after the Accounting 
Firm has reached its determination, Buyer shall pay to Seller or 
Seller shall pay to Buyer, as the case may be, the amount of the 
overpayment or underpayment by Seller in immediately available 
funds with interest at a rate per annum equal to the Interest 
Rate, computed from the due date of the Tax Return.

        Section 9.4.  Cooperation and Assistance.       Buyer and 
Seller agree to furnish or cause to be furnished to each other, 
upon written request, as promptly as practicable, such 
information (including without limitation reasonable access to 
books, records, schedules, work papers and other documents 
relating thereto during the providing party's regular business 
hours) and reasonable assistance relating to the Acquired 
Companies necessary for the filing of any Tax Return required to 
be filed after the Closing Date, preparation for any audit or 
prosecution or defense of any Proceeding relating to any proposed 
adjustment, or the verification by any party hereto of an amount 
payable under this Article 9 to, or receivable under this Article 
9 from, another such party.  Buyer and Seller shall cooperate 
with each other in the conduct of any audit or other Proceeding 
involving any of the Acquired Companies or any Person with which 
either of or both of them is consolidated or combined for any 
purposes relating to Taxes, and each shall execute and deliver 
such documents as are necessary to carry out the intent of this 
Section 9.4.

        Section 9.5.  Transfer Taxes.  In the event there shall be 
any stock transfer Taxes, sales Taxes, use Taxes, real estate 
transfer or gains Taxes, or other similar Taxes, if any, imposed 
on the Contemplated Transactions, Seller and Buyer shall share 
equally in the payment of such Taxes.  Notwithstanding the 
foregoing, Seller shall be solely responsible for the payment of 
any such Taxes to the extent such Taxes result from the transfer 
of the Assets, if any, of the IBC Business to Seller on or prior 
to the Closing Date or to the extent such Taxes result from the 
transfer of Assets of the IBC Business from Seller to Buyer after 
the Closing Date.  

        Section 9.6.  Nonforeign Affidavit.  Seller shall furnish 
Buyer an affidavit, substantially in the form of Exhibit B 
hereto, stating, under penalties of perjury, Seller's United 
States taxpayer identification number and that Seller is not a 
foreign person, pursuant to Section 1445(b)(2) of the IRC.

ARTICLE 10.  INDEMNIFICATION; REMEDIES

        Section 10.1.  Survival of Representations and Warranties. 
All representations, warranties, covenants and agreements set 
forth in this Agreement by Buyer and Seller are material and have 
been relied on by the other party hereto.  All representations, 
warranties, covenants and agreements set forth in this Agreement 
and the remedies of Buyer and Seller with respect thereto, shall 
survive the Closing Date and shall not merge in the performance 
of any obligation by any party hereto; provided, however, 
(a) that any claim for indemnification relating to the breach by 
Buyer of any of its representations and warranties contained in 
this Agreement may be made by Seller only if Seller shall notify 
Buyer on or before the expiration of the second year after the 

                             -55-

Closing Date and (b) that any claim for indemnification relating 
to the breach by the Seller of any of its representations and 
warranties contained in this Agreement may be made by Buyer only 
if Buyer shall notify Seller (i) on or before the expiration of 
the second year after the Closing Date in the case of 
indemnification relating to the breach of any of the 
representations and warranties contained in Sections 4.1 through 
4.2, Sections 4.4 through 4.6, Sections 4.8 through 4.9, 
Sections 4.11 through 4.24 and Sections 4.26 through 4.30 , (ii) 
on or before the expiration of the tenth year after the Closing 
Date in the case of indemnification relating to the breach of any 
of the representations and warranties contained in Section 4.7 of 
this Agreement and (iii) at any time after the Closing Date in 
the case of indemnification relating to the breach of any of the 
representations and warranties contained in Sections 4.3, 4.10, 
and 4.25 of this Agreement (subject to any applicable statutes of 
limitation).

        Section 10.2.  Indemnification and Payment of Damages by the  
Seller.  Seller will indemnify and hold harmless Buyer and its 
affiliates (collectively, the "Buyer Indemnified Persons") for, 
and will pay to the Buyer Indemnified Persons, the amount of, any 
loss, liability, claim, damage (including actual, consequential, 
multiple, exemplary, punitive and incidental damage), fine, 
penalty or Expenses (collectively, "Damages"), incurred by the 
Buyer Indemnified Persons arising, directly or indirectly, from 
or in connection with:

(a)     any breach of any representation or warranty made 
by Seller in this Agreement or in any other 
certificate or document delivered by Seller 
pursuant to this Agreement; or

(b)     any breach by the Seller of any covenant or 
obligation of Seller in this Agreement or in other 
certificate or document delivered by Seller 
pursuant to this Agreement.

        The remedies provided in this Section 10.2 will not be 
exclusive of or limit any other remedies that may be available to 
Buyer or the other Buyer Indemnified Persons.

        Section 10.3.  Indemnification and Payment of Damages by 
Buyer.  Buyer will indemnify and hold harmless Seller and its 
affiliates (the "Seller Indemnified Persons") for, and will pay 
to the Seller Indemnified Persons, the amount of any Damages 
incurred by the Seller Indemnified Persons arising, directly or 
indirectly, from or in connection with:

(a)     any breach of any representation or warranty made 
by Buyer in this Agreement, or any other 
certificate or document delivered by Buyer 
pursuant to this Agreement; or

(b)     any breach by Buyer of any covenant or obligation 
of Buyer in this Agreement or in other certificate 
or document delivered by Buyer pursuant to this 
Agreement.

        The remedies provided in this Section 10.3 will not be 
exclusive of or limit any other remedies that may be available to 
Seller or the other Seller Indemnified Persons.

                             -56-

        Section 10.4.  Limitations on Indemnification

        (a)     Except for claims for indemnification against 
Seller under Section 10.2(b),  under the provisions of Article 9 
or under a breach of warranty under Sections 4.3 or 4.10 of this 
Agreement, no claim shall be made for indemnification against 
Seller pursuant to this Agreement unless and until the aggregate 
amount of Damages incurred by the Buyer Indemnified Persons under 
this Agreement exceeds $1,000,000 (the "Indemnification 
Threshold") and then Seller shall be liable for Damages only to 
the extent of the excess over the Indemnification Threshold.

        (b)     Except for claims for indemnification against 
Buyer under Section 10.3(b) or under the provisions of Article 9 
of this Agreement, no claim shall be made for indemnification 
against Buyer pursuant to this Agreement unless and until the 
aggregate amount of Damages incurred by the Seller Indemnified 
Persons exceeds $1,000,000 (the "Indemnification Threshold") and 
then Buyer shall be liable for Damages only to the extent of the 
excess over the Indemnification Threshold.

        (c)     The total Liability of Seller to Buyer under 
Section 10.2(a) or of Buyer to Seller under Section 10.3(a) 
hereof shall be limited in the aggregate (for each of Sections 
10.2(a) and 10.3(a), not combined) to $100,000,000.

        Section 10.5.  Procedure for Indemnification--Third Party 
Claims.

(a)     If any Seller Indemnified Person or Buyer 
Indemnified Person entitled to indemnification under this 
Agreement (an "Indemnitee") receives notice of the commencement 
of any Proceeding by any Person who is not a party to this 
Agreement or an affiliate of such a party (a "Third Party Claim") 
against such Indemnitee for which a party is obligated to provide 
indemnification under this Agreement (an "Indemnitor"), the 
Indemnitee will give such Indemnitor reasonably prompt written 
notice thereof (the "Third Party Claim Notice"), but the failure 
to so notify Indemnitor shall not relieve Indemnitor of its 
indemnity obligations with respect to such Third Party Claim 
unless the Indemnitor establishes that the defense of such Third 
Party Claim is actually prejudiced by the Indemnitee's failure to 
give such notice.  The Third Party Claim Notice will describe the 
Third Party Claim in reasonable detail and will indicate the 
estimated amount, if reasonably practicable, of the Damages that 
have been or may be sustained by the Indemnitee.  Except as 
otherwise set forth in this Section 10.5, the Indemnitor will 
have the right to assume the defense of any Third Party Claim at 
the Indemnitor's own expense and with counsel selected by the 
Indemnitor (which counsel shall be reasonably satisfactory to the 
Indemnitee) by giving to the Indemnitee  written notice in which 
the Indemnitor acknowledges its responsibility to indemnify the 
Indemnitee (the "Assumption Notice") no later than thirty 
calendar days after receipt of the Third Party Claim Notice. The 
Indemnitor shall not be entitled to assume the defense of, and 
the Indemnitee shall be entitled to have sole control over, the 
defense or settlement of any Third Party Claim to the extent that 
such claim seeks an order, injunction or other equitable relief 
against the Indemnitee which, if successful, would be reasonably 
likely to materially interfere with the business, operations, 
assets, or financial condition of the Indemnitee.  In the event 
the Indemnitor assumes the defense of a Third Party Claim, the 
Indemnitee will cooperate in good faith with the Indemnitor in 
such defense and will have the right to participate in the 

                             -57-

defense of any Third Party Claim assisted by counsel of its own 
choosing and at its own expense.  Notwithstanding the foregoing, 
if the named parties to the Third Party Claim (including any 
impleaded parties) include both the Indemnitor and the Indemnitee 
or if the Indemnitor proposes that the same counsel represent 
both the Indemnitee and the Indemnitor and the Indemnitee in good 
faith determines that representation of both parties by the same 
counsel would be inappropriate due to actual or potential 
differing interests between them, then the Indemnitee shall have 
the right to retain its own counsel at the cost and expense of 
the Indemnitor. If the Indemnitee does not receive the Assumption 
Notice within the thirty calendar day period set forth above or 
if the Indemnitor is not entitled to assume the defense of the 
Third Party Claim, the Indemnitee shall have sole control over 
the defense and settlement of the Third Party Claim, and the 
Indemnitor will be liable for all Damages paid or incurred in 
connection therewith

(b)     If the Indemnitor assumes the defense of the Third 
Party Claim, the Indemnitor shall not compromise or settle such 
claim without the Indemnitee's consent unless (i) there is no 
finding or admission of any violation of Legal Requirements or 
any violation of the rights of any Person and no effect on any 
other claims that may be made against the Indemnitee,  (ii) the 
sole relief provided is monetary damages that are paid in full by 
the Indemnitor and (iii) the settlement includes as an 
unconditional term a complete release of each Indemnitee from all 
liability in respect of such claim.  

(c)     Each Indemnitor who assumes the defense of a Third 
Party Claim shall use reasonable efforts to diligently defend 
such claim.

        Section 10.6.  Procedure for Indemnification--Direct Claims.  
Except for Direct Environmental Claims (as defined in Section 
10.7 of this Agreement), any claim by an Indemnitee for 
indemnification under this Agreement other than indemnification 
against a Third Party Claim (a "Direct Claim") will be asserted 
by the Indemnitee giving the Indemnitor written notice thereof, 
and the Indemnitor will have a period of thirty calendar days 
within which to respond in writing to such Direct Claim.  If the 
Indemnitor does not respond within such thirty calendar day 
period, the Indemnitor will be deemed to have rejected such 
claim, in which event the Indemnitee will be free to pursue such 
remedies as may be available to the Indemnitee under this 
Agreement or pursuant to law.

        Section 10.7.  Procedure for Indemnification--Direct 
Environmental Claims.

(a)     If the Indemnitee shall assert against the 
Indemnitor any Direct Claim for indemnification relating to 
Environmental Law (a "Direct Environmental Claim"), Indemnitee 
shall give the Indemnitor notice of such Direct Environmental 
Claim (the "Environmental Claim Notice"),  which notice shall 
describe in reasonable detail the claim, the amount thereof (if 
known and quantifiable), and a reasonably detailed description of 
the facts giving rise to such Direct Environmental Claim.

(b)     Indemnitor shall be entitled to assume principal 
management of a Direct Environmental Claim which it acknowledges 
to be Indemnitor's sole or principal responsibility under this
 
                             -58-

Agreement.  To assume principal management, Indemnitor must 
notify Indemnitee within thirty calendar days (or such other 
period as the parties may agree to in writing) of receipt of the 
Environmental Claim Notice that it intends to assume principal 
management, subject to Indemnitor's right to rescind such 
acknowledgment upon its reasonable determination, and upon prompt 
written notice to Indemnitee (a "Denial Notice"), that it does 
not bear sole or principal liability under this Agreement for the 
claim.  Provided, however, Indemnitor shall not be entitled to 
issue a Denial Notice after Indemnitee has incurred substantial 
expenditures, obligations, or exposure in reliance on 
Indemnitor's assumption of principal management.  In the event 
Indemnitor either elects not to undertake principal management or 
provides Indemnitee with a Denial Notice, Indemnitee may assume 
principal management of the subject matter of the claim, and 
reserve whatever rights it may have against Indemnitor.  Any 
acknowledgment of responsibility for a claim by either the 
Indemnitor or Indemnitee shall be without prejudice to any rights 
to seek indemnity or contribution from third parties.

(c)     The party not exercising principal management with 
respect to a particular Direct Environmental Claim shall be 
entitled, at its sole cost and expense, to monitor the 
satisfaction of the claim.  Monitoring shall include (i) 
obtaining copies of all reports, work plans and analytical data 
submitted to Governmental Bodies, all notices or other letters or 
documents received from Governmental Bodies, any other 
documentation and correspondence materially bearing on the claim, 
and notices of material meetings, (ii) the opportunity to attend 
and participate in such material meetings, and (iii) the right of 
reasonable consultation with the party exercising principal 
management.  The party exercising principal management in respect 
of a matter, prior to taking any action to satisfy a claim unless 
not practicable in view of exigent circumstances, shall prepare a 
written plan describing the details of such action (the "Remedial 
Plan") and provide the other party with copies of the Remedial 
Plan.  Within thirty  calendar days of the date that the Remedial 
Plan is received, the party receiving the Remedial Plan shall 
notify the party that provided the Remedial Plan, in writing, if 
it believes that the Remedial Plan is not in conformity with the 
standards set forth in this Section 10.7 and shall provide a 
detailed explanation of the reasons for its conclusions.  The 
parties shall negotiate in good faith any dispute arising from 
the Remedial Plan and attempt to resolve any differences within 
twenty calendar days.  If the parties are unable to resolve any 
dispute arising from the Remedial Plan,  the matter shall be 
submitted to arbitration as provided in Section 10.7(g).

(d)     In the event it undertakes principal management of 
any matter, Indemnitor shall, upon notice to Indemnitee, have 
access to the Assets necessary to implement the Remedial Plan.  
Indemnitor shall use its best efforts to undertake all activities 
that it conducts or coordinates hereunder in a manner which does 
not unreasonably interfere with the day-to-day operation of the 
Industrial Container Business.

(e)     The party undertaking principal management 
hereunder for any matter shall manage the matter in good faith 
and in a responsible manner, and any activities conducted in 
connection therewith shall be undertaken promptly and concluded 
expeditiously using commercially reasonable efforts.

                            -59-

(f)     The adequacy of any remedial action with respect 
to a claim hereunder shall be evaluated using the following 
criteria:  Remedial action shall be deemed adequate for purposes 
of satisfying the obligations hereunder to the extent that it (i) 
attains compliance in a cost-effective manner with any applicable 
Legal Requirement of Environmental Laws or is otherwise necessary 
to prevent or remediate a threat to human health or the 
Environment; and (ii) interferes to the least extent reasonably 
practicable with the operations of the Industrial Container 
Business; provided, that for purposes of this provision, a 
determination of what is "reasonably practicable" shall include 
an evaluation of the relative costs and benefits of proposed 
remedial actions.  Remedial action shall not be required to 
render the Assets suitable for use beyond use as a commercial or 
industrial property; provided, however, that the remedial action 
shall meet all Legal Requirements of Environmental Law or 
otherwise imposed by the applicable Governmental Body.

(g)     If a dispute arises with respect to a remedial 
action hereunder, the parties agree to negotiate in good faith in 
an attempt to resolve such dispute.  In the event such dispute 
cannot be resolved within twenty calendar days of written notice 
of a dispute (or such shorter period as exigent circumstances may 
warrant) the parties shall select within fourteen calendar days 
thereafter (or such shorter period as exigent circumstances may 
warrant) a mutually satisfactory technical consultant or attorney 
(the "Environmental Arbitrator"), who shall review the 
information relevant to the dispute provided by the parties and 
within thirty calendar days (or such shorter period as exigent 
circumstances may warrant) render a decision binding upon the 
parties hereto irrespective of whether either party contests or 
participates in the dispute resolution.  Any fees charged by the 
Environmental Arbitrator shall be allocated as determined by the 
Environmental Arbitrator between Seller and Buyer.  In making its 
determination, the Environmental Arbitrator shall be bound by the 
standards set forth in this Section 10.7.  If an Environmental 
Arbitrator cannot be agreed upon within the aforesaid period, the 
parties shall direct the New York city office of the American 
Arbitration Association Center to immediately provide a list of 
six potential arbitrators.  From the list provided, each party 
shall have the opportunity to strike one name, and the American 
Arbitration Association shall appoint the Environmental 
Arbitrator from the remaining names.  The final determination of 
the Environmental Arbitrator shall be final and binding on the 
parties and there shall be no appeal from or reexamination of 
such final determination, except for fraud, perjury, evident 
partiality or misconduct by the Environmental Arbitrator 
prejudicing the rights of any party, and to correct manifest 
clerical errors.  The parties may enforce any final determination 
of the Environmental Arbitrator in any court of competent 
jurisdiction.

(h)     Neither party shall contact any Governmental Body 
or third parties, other than such party's own Representatives 
regarding a potential Direct Environmental Claim  without giving 
reasonably prompt notice thereof to the other party, when 
reasonably possible within the available time constraints, 
provided nothing herein shall require any delay in contacting any 
Governmental Body or third party if such delay would violate any 
Legal Requirement or Environmental Law.  In connection with 
either party's assumption of the defense of the other party of a 
Third Party Claim relating to environmental matters, the 
Indemnifying Party shall promptly provide the Indemnitee with any 
material correspondence with Governmental Body enforcing 
Environmental Laws and any test results, work plans, reports, 
data and other material information relating thereto.  Either 

                            -60-

party shall have the right in its sole discretion to participate 
in any such contact to the extent reasonably possible.

ARTICLE 11.  TERMINATION

        Section  11.1.  Termination.  Anything contained in 
this Agreement to the contrary notwithstanding, this Agreement 
may be terminated at any time prior to the Closing Date:

        (a)     by the mutual consent of Buyer and Seller;

        (b)     by Buyer or Seller if the Closing shall not have 
occurred on or before April 30, 1998 (or such later date as may 
be mutually agreed to by Buyer and Seller);

        (c)     by Buyer in the event of any material breach by 
Seller of any of Seller's agreements, representations or 
warranties contained herein and the failure of Seller to cure 
such breach within seven days after receipt of notice from Buyer 
requesting such breach to be cured; or

        (d)     by Seller in the event of any material breach by 
Buyer of any of Buyer's agreements, representations or warranties 
contained herein and the failure of Buyer to cure such breach 
within seven days after receipt of notice from Seller requesting 
such breach to be cured.

        Section 11.2.  Notice of Termination.  Any party 
desiring to terminate this Agreement pursuant to Section 11.1 
shall give notice of such termination to the other party to this 
Agreement.

        Section 11.3.  Effect of Termination.  In the event 
that this Agreement shall be terminated pursuant to Section 
11.1(a), each party shall pay all expenses incurred by it in 
connection with this Agreement, and no party shall have any 
further obligations or liability for any damages or expenses 
under this Agreement.  In the event of any other termination, all 
further obligations of the parties under this Agreement shall be 
terminated without further liability of any party to the other, 
but each party shall retain any and all rights incident to a 
breach by the other party of any covenant, representation or 
warranty under this Agreement.

ARTICLE 12.  GENERAL PROVISIONS

        Section 12.1.  Expenses. Each of Buyer, as a party on 
the one hand, and Seller, as a party on the other, will pay all 
costs and expenses incident to its negotiation and preparation of 
this Agreement and to its performance and compliance with all 
agreements and conditions contained herein on its part to be 
performed or complied with, including the fees, expenses and 
disbursements of its Representatives.  All costs and expenses, if 
any, incurred by the Acquired Companies in connection with this 
Agreement and the Contemplated Transactions, including the fees, 
expenses and disbursements of the Acquired Companies' 
Representatives, shall be paid by Seller.

                            -61-

        Section 12.2.  Public Announcements. Neither Buyer nor 
Seller shall, without the approval of the other, make any press 
release or other public announcement concerning the Contemplated 
Transactions, except as and to the extent that counsel for a 
party advises any such party that it is so obligated by Legal 
Requirement or the rules of any stock exchange or quotation 
system to issue a release or announcement, in which case the 
other party shall be advised and the parties shall use their best 
efforts to cause a mutually agreeable release or announcement to 
be issued.  Seller and Buyer will consult with each other 
concerning the means by which the Acquired Companies' employees, 
customers and suppliers and others having dealings with the 
Acquired Companies will be informed of the Contemplated 
Transactions, and Buyer will have the right to be present for any 
such communication.

        Section 12.3.  Notices.  All notices, consents, waivers, and 
other communications under this Agreement must be in writing and 
will be deemed to have been duly given when (a) delivered by hand 
(with written confirmation of receipt), (b) sent by telecopier 
(with written confirmation of receipt), or (c) when received by 
the addressee, if sent by certified mail or a nationally 
recognized overnight delivery service (receipt requested), in 
each case to the appropriate addresses and telecopier numbers set 
forth below:

If to Seller :

Sonoco Products Company
1 North Second Street
Hartsville, SC 29550
Attn: President
Telecopier: (803) 383-7478

and to:

Sinkler & Boyd, P.A.
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
Attn: William C. Boyd, Esq.
Telecopier: (803) 540-7878

If to Buyer: 

Greif Bros. Corporation
425 Winter Road.
Delaware, Ohio 43015
Attn.: Michael J. Gasser, Chairman and 
       Chief Executive Officer
Fax: (614) 549-6101

                           -62-

with a copy to:

Shawn M. Flahive, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P.O. Box 1008
Columbus, Ohio 43216-1008
Fax : (614) 464-6350

Any party hereto may change any of the information specified 
above by sending notice to the other party with such changed 
information.

        Section 12.4.  Further Assurances.  The parties agree (a) to 
furnish upon request to each other such further information, 
(b) to execute and deliver to each other such other documents, 
and (c) to do such other acts and things, all as the other party 
may reasonably request for the purpose of carrying out the intent 
of this Agreement and the documents referred to in this 
Agreement.

        Section 12.5.  Waiver.  The rights and remedies of the 
parties to this Agreement are cumulative and not alternative.  
Neither the failure nor any delay by any party in exercising any 
right, power, or privilege under this Agreement or the documents 
referred to in this Agreement will operate as a waiver of such 
right, power, or privilege, and no single or partial exercise of 
any such right, power, or privilege will preclude any other or 
further exercise of such right, power, or privilege or the 
exercise of any other right, power, or privilege.  To the maximum 
extent permitted by applicable law, (a) no claim or right arising 
out of this Agreement or the documents referred to in this 
Agreement can be discharged by one party, in whole or in part, by 
a waiver or renunciation of the claim or right unless in writing 
signed by the other party; (b) no waiver that may be given by a 
party will be applicable except in the specific instance for 
which it is given; and (c) no notice to or demand on one party 
will be deemed to be a waiver of any obligation of such party or 
of the right of the party giving such notice or demand to take 
further action without notice or demand as provided in this 
Agreement or the documents referred to in this Agreement.

        Section 12.6.  Entire Agreement and Modification.  This 
Agreement supersedes all prior agreements between the parties 
with respect to its subject matter, including the Confidentiality 
Agreement between Buyer and Seller dated September 24, 1997 and 
the Letter of Intent between Buyer and Seller dated December 10, 
1997.  This Agreement constitutes a complete and exclusive 
statement of the terms of the agreement between the parties with 
respect to its subject matter.  This Agreement may not be amended 
except by a written agreement executed by the party to be charged 
with the amendment.

        Section 12.7.  Assignments, Successors, and No Third-Party 
Rights.  Neither party may assign any of its rights under this 
Agreement without the prior consent of the other party.  This 
Agreement will apply to, be binding in all respects upon, and 
inure to the benefit of, the successors and permitted assigns of 
the parties.  Nothing expressed or referred to in this Agreement 
will be construed to give any Person other than the parties to 

                             -63-

this Agreement any legal or equitable right, remedy, or claim 
under or with respect to this Agreement or any provision of this 
Agreement.  This Agreement and all of its provisions and 
conditions are for the sole and exclusive benefit of the parties 
to this Agreement and their successors and permitted assigns.

        Section 12.8.  Severability.  If any provision of this 
Agreement is held invalid or unenforceable by any court of 
competent jurisdiction, the other provisions of this Agreement 
will remain in full force and effect.  Any provision of this 
Agreement held invalid or unenforceable only in part or degree 
will remain in full force and effect to the extent not held 
invalid or unenforceable.

        Section 12.9.  Section Headings, Construction.  The headings 
of the Articles and Sections in this Agreement are provided for 
convenience only and will not affect its construction or 
interpretation.  All references to "Section" or "Sections" refer 
to the corresponding Section or Sections of this Agreement.  All 
words used in this Agreement will be construed to be of such 
gender or number as the circumstances require.  Unless otherwise 
expressly provided, the word "including" does not limit the 
preceding words or terms. Unless the context otherwise requires, 
references herein (a) to Articles, Sections, Exhibits and 
Schedules mean the Articles and Sections of and the Exhibits and 
Schedules attached to, this Agreement, (b) to an agreement, 
instrument or other document means such agreement, instrument or 
other document as amended, supplemented and modified from time to 
time to the extent permitted by the provisions thereof and by 
this Agreement and (c) to a statute means such statute as amended 
from time to time and includes any successor legislation thereto.

        Section 12.10.  Time of Essence.  With regard to all dates 
and time periods set forth or referred to in this Agreement, time 
is of the essence.

        Section 12.11.  Governing Law.  This Agreement will be 
governed by the laws of the State of Ohio without regard to 
conflicts of laws principles.

        Section 12.12.  Counterparts.  This Agreement may be 
executed in one or more counterparts, each of which will be 
deemed to be an original copy of this Agreement and all of which, 
when taken together, will be deemed to constitute one and the 
same agreement.

        Section 12.13.  Incorporation of Exhibits and Schedules.  
The Exhibits and Schedules identified in this Agreement are 
incorporated herein by reference and made a part hereof.

      [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                             -64-

        IN WITNESS WHEREOF, the parties have executed and delivered 
this Agreement as of the date first written above.

                                         BUYER:

                                         Greif Bros. Corporation

                                         By:                    

                                         Its:                   

                                         SELLER

                                         Sonoco Products Company

                                         By:                    

                                         Its:                   

                             -65-

                                EXHIBITS

A.      Transitional Services Agreement
B.      Non-Foreign Affidavit
C.      Exclusive Distributorship Agreement
D.      IBC Sales Agreement

                                SCHEDULES

Schedule 4.1(b):  Conflicts
Schedule 4.2:  Name, Organization and Foreign Qualifications of 
each Acquired Company
Schedule 4.3:  Capitalization
Schedule 4.5:  Financial Statements
Schedule 4.6:  Changes Outside the Ordinary Course of Business
Schedule 4.7:  Undisclosed Liabilities
Schedule 4.8:  Legal Requirements and Governmental Authorizations
Schedule 4.9:  Legal Proceedings and Orders
Schedule 4.10:  Taxes
Schedule 4.11(a):  Owned Real Property
Schedule 4.11(b):  Leased Real Property
Schedule 4.12:  Intellectual Property
Schedule 4.13:  Personal Property
Schedule 4.15:  Applicable Contracts
Schedule 4.17(a):  Bank Accounts
Schedule 4.17(b)   Powers of Attorney
Schedule 4.18:  Insurance
Schedule 4.19:  Product Warranty
Schedule 4.21:  Labor Relations and Compliance 
Schedule 4.22:  Employee Benefits
Schedule 4.23:  Customers
Schedule 4.25:  Environmental Matters
Schedule 4.27:  Related Person Services
Schedule 5.2(b):  Conflicts
Schedule 7.7:  ERM Proposal
Schedule 7.10:  Certain Contracts
Schedule 9.1(b):  Allocations

                             -66-

                                              Exhibit 99(a)

FOR IMMEDIATE RELEASE           For additional information contact:
                                        Michael J. Gasser
                                        Chairman and Chief Executive Officer
                                (740) 549-6000

     GREIF BROS. CORPORATION COMPLETES SIGNIFICANT
       INDUSTRIAL SHIPPING CONTAINER ACQUISITION

DELAWARE, Ohio -- (March 31, 1998) Greif Bros. Corporation 
(Nasdaq: GBCOA; GBCOB) today announced that it has completed the 
previously announced acquisition of the industrial container 
business of Sonoco Products Company (NYSE:SON).  In addition, 
Greif entered into an agreement with Sonoco to acquire its 
intermediate bulk container business, which the parties intend to 
close as soon as receipt of necessary approvals are obtained.  
Pending receipt of such approvals, Greif will market and sell the 
IBCs for Sonoco under a distributorship agreement.  These 
businesses had combined annual net sales of approximately $210 
million last year. 

The purchase price for the business is approximately $225 million 
in cash.  This acquisition includes 12 fibre drum plants and 5 
plastic drum plants along with facilities for research and 
development, packaging services and distribution. 

Michael J. Gasser, Chairman and Chief Executive Officer, 
commented, "We are thrilled to have completed this transaction, 
which positions Greif as the leader in the industrial shipping 
container field.  As a result of this acquisition, we have 
significantly increased our capabilities to provide customers 
with cost effective packaging solutions.  We also add a market 
accepted intermediate bulk container to our product line as well 
as additional plastic drum expertise and an established vendor 
management program."

Greif Bros. Corporation manufactures and markets a broad variety 
of superior quality industrial packaging and components including 
steel drums, fibre drums, plastic drums and multiwall bags. The 
Company is integrated, from its timberlands to corrugated sheet 
and box operations, including both virgin and recycled paper 
mills.  With operations in the United States, Canada and Mexico, 
Greif Bros. provides innovative products, services and solutions 
to meet the ever changing needs of its customers.

                                                      Exhibit 99(b)

                           CREDIT AGREEMENT

                        dated as of March 30, 1998

                                 among

                                GREIF BROS. CORPORATION,
 
                                as Borrower,

                     VARIOUS FINANCIAL INSTITUTIONS,

                                as Banks,

                                    and 

                      KEYBANK NATIONAL ASSOCIATION,

                                as Agent

    

 

                                TABLE OF CONTENTS

                                                                Page

ARTICLE I.   DEFINITIONS                                       1

ARTICLE II. AMOUNT AND TERMS OF CREDIT                        13
SECTION 2.1.    AMOUNT AND NATURE OF CREDIT                      13
SECTION 2.2.    CONDITIONS TO LOANS AND LETTERS OF CREDIT        17
SECTION 2.3.    PAYMENT ON NOTES, ETC.                           19
SECTION 2.4.    PREPAYMENT                                       19
SECTION 2.5.    FACILITY AND OTHER FEES; 
TERMINATION OR REDUCTION OF COMMITMENT                        20
SECTION 2.6.    COMPUTATION OF INTEREST AND FEES;
DEFAULT RATE                                                  21
SECTION 2.7.    MANDATORY PAYMENT                                21

ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS  22
SECTION 3.1.    RESERVES OR DEPOSIT REQUIREMENTS, ETC.           22
SECTION 3.2.    TAX LAW, ETC.                                    22
SECTION 3.3.    EURODOLLAR DEPOSITS UNAVAILABLE OR 
INTEREST RATE UNASCERTAINABLE                                 23
SECTION 3.4.    INDEMNITY                                        24
SECTION 3.5.    CHANGES IN LAW RENDERING 
LIBOR LOANS UNLAWFUL                                          24
SECTION 3.6.    FUNDING                                          24

ARTICLE IV.   CONDITIONS PRECEDENT                            24
SECTION 4.1.    CONDITIONS PRECEDENT TO CLOSING                  24
SECTION 4.2.    CONDITIONS SUBSEQUENT TO CLOSING DATE            26

ARTICLE V.   COVENANTS                                        27
SECTION 5.1.    INSURANCE                                        27
SECTION 5.2.    MONEY OBLIGATIONS                                27
SECTION 5.3.    FINANCIAL STATEMENTS                             27
SECTION 5.4.    FINANCIAL RECORDS                                28
SECTION 5.5.    FRANCHISES                                       28
SECTION 5.6.    ERISA COMPLIANCE                                 28
SECTION 5.7.    FINANCIAL COVENANTS                              29
SECTION 5.8.    BORROWING                                        29
SECTION 5.9.    LIENS                                            30
SECTION 5.10.   REGULATIONS U and X                             31
SECTION 5.11.   INVESTMENTS AND LOANS                           31
SECTION 5.12.   MERGER AND SALE OF ASSETS                       32

                             -i-

                                                                Page

SECTION 5.13.   ACQUISITIONS                                    33
SECTION 5.14.   NOTICE                                          33
SECTION 5.15.   ENVIRONMENTAL COMPLIANCE                        33
SECTION 5.16.   AFFILIATE TRANSACTIONS                          34
SECTION 5.17.   CORPORATE NAMES                                 34
SECTION 5.18.   SUBSIDIARY GUARANTIES                           34
SECTION 5.19.   OTHER COVENANTS                                 34

ARTICLE VI.  REPRESENTATIONS AND  WARRANTIES                  35
SECTION 6.1.    CORPORATE EXISTENCE; SUBSIDIARIES; 
FOREIGN QUALIFICATION                                         35
SECTION 6.2.    CORPORATE AUTHORITY                              35
SECTION 6.3.    COMPLIANCE WITH LAWS                             35
SECTION 6.4.    LITIGATION AND ADMINISTRATIVE PROCEEDINGS        36
SECTION 6.5.    TITLE TO ASSETS                                  36
SECTION 6.6.    LIENS AND SECURITY INTERESTS                     36
SECTION 6.7.    TAX RETURNS                                      36
SECTION 6.8.    ENVIRONMENTAL LAWS                               36
SECTION 6.9.    CONTINUED BUSINESS                               37
SECTION 6.10.   EMPLOYEE BENEFITS PLANS                         37
SECTION 6.11.   CONSENTS OR APPROVALS                           38
SECTION 6.12.   SOLVENCY                                        38
SECTION 6.13.   FINANCIAL STATEMENTS                            38
SECTION 6.14.   REGULATIONS                                     38
SECTION 6.15.   MATERIAL AGREEMENTS                             39
SECTION 6.16.   INTELLECTUAL PROPERTY                           39
SECTION 6.17.   INSURANCE                                       39
SECTION 6.18.   ACCURATE AND COMPLETE STATEMENTS                39
SECTION 6.19.   DEFAULTS                                        39

ARTICLE VII.   EVENTS OF DEFAULT                              40
SECTION 7.1.    PAYMENTS                                         40
SECTION 7.2.    SPECIAL COVENANTS                                40
SECTION 7.3.    OTHER COVENANTS                                  40
SECTION 7.4.    REPRESENTATIONS AND WARRANTIES                   40
SECTION 7.5.    CROSS DEFAULT                                    40
SECTION 7.6.    ERISA DEFAULT                                    40
SECTION 7.7.    CHANGE IN CONTROL                                40
SECTION 7.8.    MONEY JUDGMENT                                   40
SECTION 7.9.    VALIDITY OF LOAN DOCUMENTS                       41
SECTION 7.10.   SOLVENCY                                        41

                             -ii-

                                                                Page

ARTICLE VIII.   REMEDIES UPON DEFAULT                         41
SECTION 8.1.    OPTIONAL DEFAULTS                                41
SECTION 8.2.    AUTOMATIC DEFAULTS                               42
SECTION 8.3.    LETTERS OF CREDIT                                42
SECTION 8.4.    OFFSETS                                          42
SECTION 8.5.    EQUALIZATION PROVISION                           42

ARTICLE IX.   THE AGENT                                       43
SECTION 9.1.    APPOINTMENT AND AUTHORIZATION                    43
SECTION 9.2.    NOTE HOLDERS                                     43
SECTION 9.3.    CONSULTATION WITH COUNSEL                        43
SECTION 9.4.    DOCUMENTS                                        43
SECTION 9.5.    AGENT AND AFFILIATES                             44
SECTION 9.6.    KNOWLEDGE OF DEFAULT                             44
SECTION 9.7.    ACTION BY AGENT                                  44
SECTION 9.8.    NOTICES, DEFAULT, ETC.                           44
SECTION 9.9.    INDEMNIFICATION OF AGENT                         44
SECTION 9.10.   SUCCESSOR AGENT                                 45

ARTICLE X.   MISCELLANEOUS                                    45
SECTION 10.1.   BANKS' INDEPENDENT INVESTIGATION                45
SECTION 10.2.   NO WAIVER; CUMULATIVE REMEDIES                  45
SECTION 10.3.   AMENDMENTS, CONSENTS                            45
SECTION 10.4.   NOTICES                                         46
SECTION 10.5.   COSTS, EXPENSES AND TAXES                       46
SECTION 10.6.   INDEMNIFICATION                                 47
SECTION 10.7.   CAPITAL ADEQUACY                                47
SECTION 10.8.   OBLIGATIONS SEVERAL; 
NO FIDUCIARY OBLIGATIONS                                      47
SECTION 10.9.   EXECUTION IN COUNTERPARTS                       48
SECTION 10.10.  BINDING EFFECT; BORROWER'S ASSIGNMENT          48
SECTION 10.11.  BANK ASSIGNMENTS/PARTICIPATIONS                48
SECTION 10.12.  SEVERABILITY OF PROVISIONS; CAPTIONS           51
SECTION 10.13.  INVESTMENT PURPOSE                             51
SECTION 10.14.  ENTIRE AGREEMENT                               51
SECTION 10.15.  GOVERNING LAW; SUBMISSION TO JURISDICTION      51
SECTION 10.16.  LEGAL REPRESENTATION OF PARTIES                52
SECTION 10.17.  JURY TRIAL WAIVER                              52

SCHEDULE 1      BANKS AND COMMITMENTS                              53
SCHEDULE 2      GUARANTORS OF PAYMENT                              54
EXHIBIT A               REVOLVING CREDIT NOTE                              55

                             -iii-

                                                                Page

EXHIBIT B               SWING LINE NOTE                                    57
EXHIBIT C               NOTICE OF LOAN                                     59
EXHIBIT D               COMPLIANCE CERTIFICATE                             61
EXHIBIT E               FORM OF ASSIGNMENT AND
ACCEPTANCE AGREEMENT                                          62
ANNEX 1         TO ASSIGNMENT AND ACCEPTANCE 
AGREEMENT                                                     66

SCHEDULE 5.8    PERMITTED INDEBTEDNESS
SCHEDULE 5.9    PERMITTED LIENS
SCHEDULE 6.1    CORPORATE INFORMATION
SCHEDULE 6.4    LITIGATION
SCHEDULE 6.5    REAL PROPERTY
SCHEDULE 6.8    ENVIRONMENTAL DISCLOSURE
SCHEDULE 6.10   ERISA PLANS
SCHEDULE 6.15   MATERIAL AGREEMENTS

                             -iv-

        This Credit Agreement (as it may from time to time be amended, 
restated or otherwise modified, the "Agreement") is made effective as of 
the 30th day of March, 1998, among GREIF BROS. CORPORATION, a Delaware 
corporation, 425 Winter Road, Delaware, Ohio 43015 ("Borrower"), the 
banking institutions named in Schedule 1 attached hereto and made a part 
hereof (collectively, "Banks", and individually, "Bank") and KEYBANK 
NATIONAL ASSOCIATION, 127 Public Square, Cleveland, Ohio 44114-1306, as 
Agent for the Banks under this Agreement ("Agent").

        WITNESSETH:

WHEREAS, Borrower and the Banks desire to contract for the 
establishment of credits in the aggregate principal amounts hereinafter set 
forth, to be made available to Borrower upon the terms and subject to the 
conditions hereinafter set forth;

NOW, THEREFORE, it is mutually agreed as follows:

        ARTICLE I.   DEFINITIONS

As used in this Agreement, the following terms shall have the 
following meanings:

"Acquisition" shall mean any transaction or series of related 
transactions for the purpose of or resulting, directly or indirectly, in 
(a) the acquisition of all or substantially all of the assets of any 
Person, or any business or division of any Person, (b) the acquisition of 
in excess of fifty percent (50%) of the stock (or other equity interest) of 
any Person, or (c) the acquisition of another Person (other than a Company) 
by a merger or consolidation or any other combination with such Person. 

"Acquisition Charges" shall mean the nonrecurring charges associated 
with the Sonoco Acquisition, including, but not limited to, the closing of 
plants of Borrower or the Target Companies in connection with the Sonoco 
Acquisition taken (in accordance with GAAP) by Borrower on or prior to 
Borrower's fiscal year ending October 31, 1998; provided, however, that all 
such charges shall not exceed, on pre-tax basis, Thirty-Five Million 
Dollars ($35,000,000).

"Advantage" shall mean any payment (whether made voluntarily or 
involuntarily, by offset of any deposit or other indebtedness or otherwise) 
received by any Bank in respect of the Debt, if such payment results in 
that Bank having less than its pro rata share of the Debt then outstanding, 
than was the case immediately before such payment.

"Agent Fee Letter" shall mean the Agent Fee Letter from Agent to 
Borrower, dated as of the Closing Date.

                             -1-

"Applicable Facility Fee Rate" shall mean:

(a)     for the period from the Closing Date through June 30, 1998, 
twenty (20) basis points; and

(b)     commencing with the financial statements for the fiscal quarter 
ending April 30, 1998, the number of basis points set forth in the 
following matrix based on the Leverage Ratio:

                                               Applicable
        Leverage Ratio                              Facility Fee Rate
                                          
Greater than 3.00 to 1.00                    20.00 basis points

Greater than 2.50 to 1.00 
but less than or 
equal to 3.00 to 1.00                        15.00 basis points

Greater than 1.50 to 1.00 
but less than or 
equal to 2.50 to 1.00                        12.50 basis points

Less than or equal to 1.50 to 1.00              10.00 basis points

Changes to the Applicable Facility Fee Rate shall be effective on the first 
day of the month following the date upon which Agent received, or, if 
earlier, should have received, pursuant to Section 5.3 hereof, the 
financial statements of the Companies.  The above matrix does not modify or 
waive, in any respect, the requirements of Section 5.7 hereof, the rights 
of the Banks to charge the Default Rate, or the rights and remedies of the 
Banks pursuant to Articles VII and VIII hereof.

"Applicable Margin" shall mean:

(a)     for the period from the Closing Date through June 30, 1998, 
forty-five (45) basis points; and

(b)     commencing with the financial statements for the fiscal quarter 
ending April 30, 1998, the number of basis points set forth in the 
following matrix based on the Leverage Ratio:

                                                   Applicable 
        Leverage Ratio                                      Margin
                                             
Greater than 3.00 to 1.00                       45.00 basis points

Greater than 2.50 to 1.00 
but less than or 
equal to 3.00 to 1.00                           37.50 basis points

Greater than 2.00 to 1.00 
but less than or 
equal to 2.50 to 1.00                           32.50 basis points

Greater than 1.50 to 1.00 
but less than or 
equal to 2.00 to 1.00                           27.50 basis points

Less than or equal to 1.50 to 1.00              25.00 basis points

                             -2-

Changes to the Applicable Margin shall be effective on the first day of the 
month following the date upon which Agent received, or, if earlier, should 
have received, pursuant to Section 5.3 hereof, the financial statements of 
the Companies.  The above matrix does not modify or waive, in any respect, 
the requirements of Section 5.7 hereof, the rights of the Banks to charge 
the Default Rate, or the rights and remedies of the Banks pursuant to 
Articles VII and VIII hereof.

"Base Rate" shall mean the greater of (a) the Prime Rate, or (b) one-
half of one percent (1/2%) in excess of the Federal Funds Effective Rate.  
Any change in the Base Rate shall be effective immediately from and after 
such change in the Base Rate.

"Base Rate Loan" shall mean a Loan described in Section 2.1 hereof on 
which Borrower shall pay interest at a rate based on the Base Rate.

"Business Day" shall mean a day of the year on which banks are not 
required or authorized to close in Cleveland, Ohio, and, if the applicable 
Business Day relates to any LIBOR Loan, on which dealings are carried on in 
the London interbank eurodollar market.

"Change in Control" shall mean (a) the acquisition of ownership or 
voting control, directly or indirectly, beneficially or of record, on or 
after the Closing Date, by any Person (other than the estate of, or any 
descendant - in any capacity, including, without limitation, the capacity 
of trustee - of the individual who is Borrower's majority shareholder as of 
the day before the Closing Date) or group (within the meaning of Rule 13d-3 
of the SEC under the Securities Exchange Act of 1934, as then in effect), 
of shares representing more than fifty percent (50%) of the aggregate 
ordinary voting power represented by the issued and outstanding capital 
stock of Borrower; or (b) the occupation of a majority of the seats (other 
than vacant seats) on the board of directors of Borrower by Persons who 
were neither (i) nominated by the board of directors of Borrower nor (ii) 
appointed by directors so nominated.

"Closing Date" shall mean the effective date of this Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended, 
together with the rules and regulations promulgated thereunder.

"Commitment" shall mean the obligation hereunder of the Banks, during 
the Commitment Period, to extend credit pursuant to the Revolving Credit 
Commitments up to the Total Commitment Amount.

"Commitment Letter" shall mean the Commitment Letter from Agent to 
Borrower, dated as of January 27, 1998, and accepted by Borrower on January 
28, 1998, but excluding (a) the provisions which do not deal with the 
syndication process or the syndication provisions set forth therein (the 
"Non-Syndication Provisions"), and (b) the Summary of Terms and Conditions

                             -3-

attached thereto; which Non-Syndication Provisions and Summary of Terms and 
Conditions have been superseded by the terms of this Agreement.

"Commitment Percentage" shall mean, for each Bank, the percentage set 
forth opposite such Bank's name under the column headed "Commitment 
Percentage" as described in Schedule 1 hereof.

"Commitment Period" shall mean the period from the Closing Date to 
March 31, 2003, or such earlier date on which the Commitment shall have 
been terminated pursuant to Article VIII hereof.

"Company" shall mean Borrower or a Subsidiary.

"Companies" shall mean Borrower and all Subsidiaries.

"Consideration" shall mean, in connection with an Acquisition, the 
aggregate consideration paid, including borrowed funds, cash, the issuance 
of securities or notes, the assumption or incurring of liabilities (direct 
or contingent), the payment of consulting fees or fees for a covenant not 
to compete and any other consideration paid for the purchase. 

"Consolidated" shall mean the resultant consolidation of the financial 
statements of Borrower and its Subsidiaries in accordance with GAAP, 
including principles of consolidation consistent with those applied in 
preparation of the consolidated financial statements referred to in Section 
6.13 hereof.

"Consolidated Depreciation and Amortization Charges" shall mean the 
aggregate of all such charges for fixed assets, leasehold improvements and 
general intangibles (specifically including goodwill) of Borrower and its 
Subsidiaries for the year in question, as determined in accordance with 
GAAP.

"Consolidated EBIT" shall mean, for any period, on a Consolidated 
basis and in accordance with GAAP, (a) Consolidated Net Earnings for such 
period plus the aggregate amounts deducted in determining such Consolidated 
Net Earnings in respect of (i) income taxes, (ii) Consolidated Interest 
Expense, (iii) nonrecurring noncash losses, (iv) the Restructuring Charges, 
and (v) the Acquisition Charges, minus (b) (i) nonrecurring noncash gains, 
and (ii) any amount of Timber Sale Gains in excess of Twenty-Five Million 
Dollars ($25,000,000).

"Consolidated EBITDA" shall mean, for any period, (a) Consolidated 
EBIT, plus (b) Consolidated Depreciation and Amortization Charges.

"Consolidated Interest Expense" shall mean, for any period, the 
Consolidated interest expense of Borrower and its Subsidiaries for such 
period, determined in accordance with GAAP.

                             -4-

"Consolidated Net Earnings" shall mean, for any period, the 
Consolidated net income (loss) of Borrower and its Subsidiaries for such 
period, determined in accordance with GAAP.

"Consolidated Net Worth" shall mean, at any time, the Consolidated net 
worth of Borrower and its Subsidiaries at such time, determined in 
accordance with GAAP.

"Controlled Group" shall mean a Company and each "person" (as therein 
defined) required to be aggregated with a Company under Code Sections 
414(b), (c), (m) or (o).

"Debt" shall mean, collectively, all Indebtedness incurred by Borrower 
to the Banks pursuant to this Agreement and includes the principal of and 
interest on all Notes and each extension, renewal or refinancing thereof in 
whole or in part, the facility fees, other fees and any prepayment premium 
payable hereunder.

"Default Rate" shall mean a rate per annum which shall be two percent 
(2%) in excess of the Base Rate from time to time in effect.

"Derived LIBOR Rate" shall mean a rate per annum which shall be the 
sum of the Applicable Margin plus the LIBOR Rate.

"EBITDA Proviso" shall mean that, for purposes of calculating the 
Consolidated EBITDA portion of the Leverage Ratio for any fiscal quarter of 
Borrower ending prior to the fiscal quarter ending April 30, 1999, Borrower 
shall add thereto an amount equal to: (a) Twenty One Million Three Hundred 
Fifty Eight Thousand Dollars ($21,358,000) for Borrower's fiscal quarter 
ending April 30, 1998; (b) Fifteen Million Five Hundred Thirty Five 
Thousand Dollars ($15,535,000) for Borrower's fiscal quarter ending July 
31, 1998; (c) Nine Million Seven Hundred Twelve Thousand Dollars 
($9,712,000) for Borrower's fiscal quarter ending October 31, 1998; and (d) 
Three Million Eight Hundred Ninety Thousand Dollars ($3,890,000) for 
Borrower's fiscal quarter ending January 31, 1999.

"Environmental Laws" shall mean all provisions of laws, statutes, 
ordinances, rules, regulations, permits, licenses, judgments, writs, 
injunctions, decrees, orders, awards and standards promulgated by the 
government of the United States of America or by any state or municipality 
thereof or by any court, agency, instrumentality, regulatory authority or 
commission of any of the foregoing concerning health, safety and protection 
of, or regulation of the discharge of substances into, the environment.

"ERISA" shall mean the Employee Retirement Income Security Act of 
1974, as amended from time to time, and the regulations promulgated 
pursuant thereto.

"ERISA Event" shall mean:  (a) the existence of any condition or event 
with respect to an ERISA Plan which presents a risk of the imposition of an 
excise tax or any other liability on a Company or of the imposition of a 
lien on the assets of a Company, (b) a Controlled Group member has engaged

                             -5-

in a non-exempt "prohibited transaction" (as defined under ERISA Section 
406 or Code Section 4975) or a breach of a fiduciary duty under ERISA which 
could result in liability to a Company, (c) a Controlled Group member has 
applied for a waiver from the minimum funding requirements of Code Section 
412 or ERISA Section 302 or a Controlled Group member is required to 
provide security under Code Section 401(a)(29) or ERISA Section 307, (d) a 
Reportable Event has occurred with respect of any Pension Plan as to which 
notice is required to be provided to the PBGC, (e) a Controlled Group 
member has withdrawn from a Multiemployer Plan in a "complete withdrawal" 
or a "partial withdrawal" (as such terms are defined in ERISA Sections 4203 
and 4205, respectively), (f) a Multiemployer Plan is in or is likely to be 
in reorganization under ERISA Section 4241, (g) an ERISA Plan (and any 
related trust) which is intended to be qualified under Code Sections 401 
and 501 fails to be so qualified or any "cash or deferred arrangement" 
under any such ERISA Plan fails to meet the requirements of Code Section 
401(k), (h) the PBGC takes any steps to terminate a Pension Plan or appoint 
a trustee to administer a Pension Plan, or a Controlled Group member takes 
steps to terminate a Pension Plan, (i) a Controlled Group member or an 
ERISA Plan fails to satisfy any requirements of law applicable to an ERISA 
Plan, (j) a claim, action, suit, audit or investigation is pending or 
threatened with respect to an ERISA Plan, other than a routine claim for 
benefits, or (k) a Controlled Group member incurs or is expected to incur 
any liability for post-retirement benefits under any Welfare Plan, other 
than as required by ERISA Section 601, et. seq. or Code Section 4980B.

"ERISA Plan" shall mean an "employee benefit plan" (within the meaning 
of ERISA Section 3(3)) that a Controlled Group member at any time sponsors, 
maintains, contributes to, has liability with respect to or has an 
obligation to contribute to such plan.

"Eurocurrency Reserve Percentage" shall mean, for any Interest Period 
in respect of any LIBOR Loan, as of any date of determination, the 
aggregate of the then stated maximum reserve percentages (including any 
marginal, special, emergency or supplemental reserves), expressed as a 
decimal, applicable to such Interest Period (if more than one such 
percentage is applicable, the daily average of such percentages for those 
days in such Interest Period during which any such percentage shall be so 
applicable) by the Board of Governors of the Federal Reserve System, any 
successor thereto, or any other banking authority, domestic or foreign, to 
which a Bank may be subject in respect to eurocurrency funding (currently 
referred to as "Eurocurrency Liabilities" in Regulation D of the Federal 
Reserve Board) or in respect of any other category of liabilities including 
deposits by reference to which the interest rate on LIBOR Loans is 
determined or any category of extension of credit or other assets that 
include the LIBOR Loans.  For purposes hereof, such reserve requirements 
shall include, without limitation, those imposed under Regulation D of the 
Federal Reserve Board and the LIBOR Loans shall be deemed to constitute 
Eurocurrency Liabilities subject to such reserve requirements without 
benefit of credits for proration, exceptions or offsets which may be 
available from time to time to any Bank under said Regulation D.

                             -6-

"Event of Default"  shall mean an event or condition which constitutes 
an event of default as defined in Article VII hereof.

"Federal Funds Effective Rate" shall mean for any day, the rate per 
annum (rounded upward to the nearest one one-hundredth of one percent 
(1/100 of 1%)) announced by the Federal Reserve Bank of New York (or any 
successor) on such day as being the weighted average of the rates on 
overnight federal funds transactions arranged by federal funds brokers on 
the previous trading day, as computed and announced by such Federal Reserve 
Bank (or any successor) in substantially the same manner as such Federal 
Reserve Bank computes and announces the weighted average it refers as the 
"Federal Funds Effective Rate" as of the date of this Agreement.

"Fee Letter" shall mean the Fee Letter from Agent to Borrower, dated 
as of January 27, 1998, and accepted by Borrower on January 28, 1998.

"Financial Officer" shall mean any of the following officers: chief 
executive officer, president, chief financial officer or treasurer.

"Funded Indebtedness"  shall mean all Indebtedness that is funded, if 
any; provided, however, that reimbursement obligations (contingent or 
otherwise) under any letter of credit, banker's acceptance, interest rate 
swap, cap, collar or floor agreement or other interest rate management 
device shall not be deemed to be "funded" so long as such obligation 
remains solely a contingent obligation.

"GAAP" shall mean generally accepted accounting principles as then in 
effect, which shall include the official interpretations thereof by the 
Financial Accounting Standards Board, applied on a basis consistent with 
the past accounting practices and procedures of Borrower.

"Guarantor" shall mean a Person which pledges its credit or property 
in any manner for the payment or other performance of the indebtedness, 
contract or other obligation of another and includes (without limitation) 
any guarantor (whether of payment or of collection), surety, co-maker, 
endorser or Person which agrees conditionally or otherwise to make any 
purchase, loan or investment in order thereby to enable another to prevent 
or correct a default of any kind.

"Guarantor of Payment" shall mean each  of the Companies listed on 
Schedule 2 hereto, and any other Person which shall deliver a Guaranty of 
Payment to Agent subsequent to the Closing Date.

"Guaranty of Payment" shall mean each of the guaranties of payment of 
the Debt executed and delivered on or after the date hereof in connection 
herewith by the Guarantors of Payment, as the same may be from time to time 
amended, restated or otherwise modified.

"Indebtedness" shall mean, for any Company (excluding in all cases 
trade payables payable  in the ordinary course of business by such 
Company), (a) all obligations to repay borrowed money, direct or indirect,

                             -7-

incurred, assumed, or guaranteed, (b) all obligations for the deferred 
purchase price of capital assets, (c) all obligations under conditional 
sales or other title retention agreements, (d) all reimbursement 
obligations (contingent or otherwise) under any letter of credit, banker's 
acceptance, currency swap agreement, interest rate swap, cap, collar or 
floor agreement or other interest rate management device, (e) all lease 
obligations which have been or should be capitalized on the books of such 
Company in accordance with GAAP, and (f) any other transaction (including 
forward sale or purchase agreements) having the commercial effect of a 
borrowing of money entered into by such Company to finance its operations 
or capital requirements.

        "Interest Adjustment Date" shall mean the last day of each Interest 
Period.

"Interest Period" shall mean, with respect to any LIBOR Loan, the 
period commencing on the date such LIBOR Loan is made and ending on the 
last day of such period as selected by Borrower pursuant to the provisions 
hereof and, thereafter, each subsequent period commencing on the last day 
of the immediately preceding Interest Period and ending on the last day of 
such period as selected by Borrower pursuant to the provisions hereof.  The 
duration of each Interest Period for any LIBOR Loan shall be one (1) month, 
two (2) months, three (3) months or six (6) months, in each case as 
Borrower may select upon notice, as set forth in Section 2.2 hereof, 
provided that: (a) if, as of  three (3) Business Days prior to the end of 
an Interest Period, Borrower has failed to select the duration of a new 
Interest Period for such LIBOR Loan, Borrower shall be deemed to have 
selected an Interest Period of the same duration as the previous Interest 
Period for such LIBOR Loan; and (b) Borrower may not select any Interest 
Period for a LIBOR Loan which ends after any date when principal is due on 
such LIBOR Loan.

"Letter of Credit" shall mean any  standby letter of credit which 
shall be issued by Agent for the benefit of Borrower or a Guarantor of 
Payment, including amendments thereto, if any, and shall have an expiration 
date no later than the earlier of  (a) one (1) year after its date of 
issuance or (b) thirty (30) days prior to the last day of the Commitment 
Period.

"Letter of Credit Commitment" shall mean the commitment of Agent, on 
behalf of the Banks, to issue Letters of Credit in an aggregate outstanding 
face amount of up to Twenty Million Dollars ($20,000,000), during the 
Commitment Period, on the terms and conditions set forth in Section 2.1C 
hereof.

"Leverage Ratio" shall mean, for the time period in question, the 
ratio of Funded Indebtedness to Consolidated EBITDA for the most recently 
completed four (4) fiscal quarters (subject to the EBITDA Proviso).
 
"LIBOR Loan" shall mean a Loan described in Section 2.1 hereof on 
which Borrower shall pay interest at a rate based on the LIBOR Rate.

                             -8-

"LIBOR Rate" shall mean, for any Interest Period with respect to a 
LIBOR Loan, the quotient of: (a) the per annum rate of interest, determined 
by Agent in accordance with its usual procedures (which determination shall 
be conclusive absent manifest error) as of approximately 11:00 A.M. (London 
time) two (2) Business Days prior to the beginning of such Interest Period 
pertaining to such LIBOR Loan, as provided by Telerate Service, Bloomberg's 
or Reuters (or any other similar company or service that provides rate 
quotations comparable to those currently provided by such companies) as the 
rate in the London interbank market for dollar deposits in immediately 
available funds with a maturity comparable to such Interest Period, divided 
by (b) a number equal to 1.00 minus the Eurocurrency Reserve Percentage.  
In the event that such rate quotation is not available for any reason, then 
the rate (for purposes of clause (a) hereof) shall be the rate, determined 
by Agent as of approximately 11:00 A.M. (London time) two (2) Business Days 
prior to the beginning of such Interest Period pertaining to such LIBOR 
Loan, to be the average of the per annum rates at which dollar deposits in 
immediately available funds in an amount comparable to such LIBOR Loan and 
with a maturity comparable to such Interest Period are offered to the prime 
banks by leading banks in the London interbank market.  The LIBOR Rate 
shall be adjusted automatically on and as of the effective date of any 
change in the Eurocurrency Reserve Percentage.

"Lien" shall mean any mortgage, security interest, lien, charge, 
encumbrance on, pledge or deposit of, or conditional sale or other title 
retention agreement with respect to any property (real or personal) or 
asset.

"Loan" or "Loans" shall mean the credit granted to Borrower by the 
Banks in accordance with Section 2.1A or B hereof.

"Loan Documents" shall mean this Agreement, each of the Notes, each of 
the Guaranties of Payment, the Commitment Letter, the Agent Fee Letter, all 
documentation relating to each Letter of Credit, as any of the foregoing 
may from time to time be amended, restated or otherwise modified or 
replaced.

"Majority Banks" shall mean the holders of at least sixty-six and two-
thirds percent (66-2/3%) of the Commitment, or, if there is any borrowing 
hereunder, the holders of at least sixty-six and two-thirds percent (66-
2/3%) of the aggregate amount outstanding under the Notes.

"Material Adverse Effect" shall mean a material adverse effect on (a) 
the business, operations, property, condition (financial or otherwise) or 
prospects of Borrower and its Subsidiaries taken as a whole, or (b) the 
validity or enforceability of this Agreement or any of the other Loan 
Documents or the rights and remedies of Agent or the Banks hereunder or 
thereunder.

"Moody's" shall mean Moody's Investors Service, Inc., or any successor 
to such company.

                             -9- 

"Negotiated Money Market Rate" shall mean a fixed rate of interest per 
annum, agreed to by Borrower and Agent.

"Multiemployer Plan" shall mean a Pension Plan that is subject to the 
requirements of Subtitle E of Title IV of ERISA.

"Note" or "Notes" shall mean any Revolving Credit Note or the Swing 
Line Note, or any other note delivered pursuant to this Agreement.

"Notice of Loan" shall mean a Notice of Loan in the form of the 
attached Exhibit C.

"Obligor" shall mean (a) a Person whose credit or any of whose 
property is pledged to the payment of the Debt and includes, without 
limitation, any Guarantor, and (b) any signatory to a Related Writing.

"PBGC" shall mean the Pension Benefit Guaranty Corporation, or its 
successor.

"Pension Plan" shall mean an ERISA Plan that is a "pension plan" 
(within the meaning of ERISA Section 3(2)).

"Permitted Investment" shall mean an investment of a Company in the 
stock (or other debt or equity instruments) of a Person, so long as (a) the 
Company making the investment is Borrower or a Guarantor of Payment; and 
(b) the aggregate amount of all such investments of all Companies does not 
exceed, at any time, an aggregate amount equal to fifteen percent (15%) of 
the Consolidated Net Worth of the Companies, based upon the financial 
statements of the Companies for the most recently completed fiscal quarter.

"Person" shall mean any individual, sole proprietorship, partnership, 
joint venture, trust, unincorporated organization, corporation, limited 
liability company, institution, trust, estate, government or other agency 
or political subdivision thereof or any other entity.

"Prime Rate" shall mean the interest rate established from time to 
time by Agent as Agent's prime rate, whether or not such rate is publicly 
announced; the Prime Rate may not be the lowest interest rate charged by 
Agent for commercial or other extensions of credit. Each change in the 
Prime Rate shall be effective immediately from and after such change.  

"Private Placement" shall mean the issuance or issuances of privately 
placed debt securities, up to a maximum aggregate principal amount of One 
Hundred Million Dollars ($100,000,000), on such terms and conditions as may 
be reasonably satisfactory to Agent and the Majority Banks; provided, 
however, that if the aggregate amount of such securities at any time 
exceeds Fifty Million Dollars ($50,000,000), then the Total Commitment 
Amount shall be reduced by the amount of such excess. 

                             -10-

"Purchase Agreement" shall mean the Stock Purchase Agreement between 
Borrower and Seller, dated as of March 30, 1998, as the same may from time 
to time be amended, restated or otherwise modified, wherein Borrower has 
agreed to acquire from Seller all of the outstanding stock or the entire 
membership interest, as the case may be, of the Target Companies.

"Related Writing" shall mean the Loan Documents and any assignment, 
mortgage, security agreement, guaranty agreement, subordination agreement, 
financial statement, audit report or other writing furnished by Borrower, 
any Subsidiary or any Obligor, or any of their respective officers, to the 
Banks pursuant to or otherwise in connection with this Agreement.

"Reportable Event" shall mean a reportable event as that term is 
defined in Title IV of ERISA, except actions of general applicability by 
the Secretary of Labor under Section 110 of such Act.

"Restructuring Charges" shall mean, for the fiscal year ended October 
31, 1997, the charges associated with Borrower's restructuring in the 
amount of Six Million Two Hundred Thousand Dollars ($6,200,000).

"Revolving Credit Commitment" shall mean the obligation hereunder, 
during the Commitment Period, of (a) each Bank to make Revolving Loans up 
to the  aggregate  amount set forth opposite such Bank's name under the 
column headed "Revolving Credit Commitment Amount" as listed in Schedule 1 
hereof (or such lesser amount as shall be determined pursuant to Section 
2.5 hereof), (b) each Bank to participate in the issuance of Letters of 
Credit pursuant to the Letter of Credit Commitment and (c) Agent to make 
Swing Loans pursuant to the Swing Line Commitment.

"Revolving Credit Note" shall mean any Revolving Credit Note executed 
and delivered pursuant to Section 2.1A hereof.

"Revolving Loan" shall mean a Loan granted to Borrower by the Banks in 
accordance with Section 2.1A hereof. 

"SEC" shall mean the Securities and Exchange Commission, or any 
governmental body or agency succeeding to any of its principal functions.

"Seller" shall mean Sonoco Products Company, a South Carolina 
corporation, and its successors and assigns.

"Sonoco Acquisition" shall mean the transactions contemplated in the 
Purchase Agreement.

"Standard & Poor's" shall mean Standard & Poor's Ratings Group, a 
division of McGraw-Hill, Inc., or any successor to such company.

                             -11-

"Subsidiary" of Borrower or any of its Subsidiaries shall mean (a) a 
corporation more than fifty percent (50%) of the voting power or capital 
stock of which is owned, directly or indirectly, by Borrower or by one or 
more other subsidiaries of Borrower or by Borrower and one or more 
subsidiaries of Borrower, (b) a partnership or limited liability company of 
which Borrower, one or more other subsidiaries of Borrower or Borrower and 
one or more subsidiaries of Borrower, directly or indirectly, is a general 
partner or managing member, as the case may be, or otherwise has the power 
to direct the policies, management and affairs thereof, or (c) any other 
Person (other than a corporation) in which Borrower, one or more other 
subsidiaries of Borrower or such Person, directly or indirectly, has at 
least a majority ownership interest or the power to direct the policies, 
management and affairs thereof. 

"Swing Line" shall mean the credit facility established by Agent in 
accordance with Section 2.1B hereof.

"Swing Line Commitment" shall mean the commitment of Agent to make 
Swing Loans to Borrower up to the maximum aggregate amount at any time 
outstanding of Twenty Million Dollars ($20,000,000) on the terms and 
conditions set forth in Section 2.1B hereof.

"Swing Line Note" shall mean the Swing Line Note executed and 
delivered pursuant to Section 2.1B hereof.

"Swing Loan" shall mean a Loan granted to Borrower by Agent in 
accordance with Section 2.1B hereof.

"Swing Loan Maturity Date" shall mean, with respect to any Swing Loan, 
the earlier of (a) thirty (30) days after such Swing Loan is made, or 
(b) the last day of the Commitment Period.

"Target Companies" shall mean (a) KMI Continental Fibre Drum, Inc., a 
Delaware corporation, a wholly-owned subsidiary of Sonoco Products Company, 
a South Carolina corporation, (b) Sonoco Fibre Drum, Inc., a Delaware 
corporation, a wholly-owned subsidiary of KMI Continental Fibre Drum, Inc., 
(c) Sonoco Packaging Services, Inc., a Delaware corporation, a wholly-owned 
subsidiary of Sonoco Fibre Drum, Inc., (d) Sonoco Plastic Drum, Inc., an 
Illinois corporation, a wholly-owned subsidiary of Sonoco Products Company, 
(e) Sonoco Plastic Drum Southwest Division, Inc., a Texas corporation, a 
wholly-owned subsidiary of Sonoco Plastic Drum, Inc., (f) Sonoco Plastic 
Drum Southeast Division, Inc., a Kentucky corporation, a wholly-owned 
subsidiary of Sonoco Plastic Drum, Inc., (g) Fibro Tambor, S.A. de C.V., a 
Mexican corporation,  (h) Total Packaging Systems of Georgia, LLC, a 
Delaware limited liability company, a wholly-owned subsidiary of Sonoco 
Products Company, and (i) GBC Holding Co., a Delaware Corporation, a 
wholly-owned subsidiary of Sonoco Products Company.

"Timber Sale Gains" shall mean, for any period, gains properly 
classified as "Gain on Timber Sales" in the audited financial statements of 
the Companies for the fiscal year then ended or in the unaudited financial 
statements for the fiscal quarter then ended.

                             -12-

"Total Commitment Amount" shall mean the principal amount of Three 
Hundred Twenty-Five Million Dollars ($325,000,000) (or such lesser amount 
as shall be determined pursuant to Section 2.5 hereof).

"Unmatured Event of Default" shall mean an event or condition which 
constitutes, or which with the lapse of any applicable grace period or the 
giving of notice or both would constitute, an Event of Default and which 
has not been waived by the Majority Banks in writing.

"Voting Power" shall mean, with respect to any Person, the exclusive 
ability to control, through the ownership of shares of capital stock, 
partnership interests, membership interests or otherwise, the election of 
members of the board of directors or other similar governing body of such 
Person, and the holding of a designated percentage of Voting Power of a 
Person means the ownership of shares of capital stock, partnership 
interests, membership interests or other interests of such Person 
sufficient to control exclusively the election of that percentage of the 
members of the board of directors or similar governing body of such Person.

"Welfare Plan" shall mean an ERISA Plan that is a "welfare plan" 
within the meaning of ERISA Section 3 (l).

"Wholly-Owned Subsidiary" shall mean, with respect to any Person, any 
corporation, limited liability company or other entity all of the 
securities or other ownership interest, of which having ordinary voting 
power to elect a majority of the board of directors or other persons 
performing similar functions are at the time directly or indirectly owned 
by such Person.

Any accounting term not specifically defined in this Article I shall 
have the meaning ascribed thereto by GAAP.

The foregoing definitions shall be applicable to the singular and 
plurals of the foregoing defined terms.

        ARTICLE II. AMOUNT AND TERMS OF CREDIT

SECTION 2.1.    AMOUNT AND NATURE OF CREDIT.  Subject to the terms and 
conditions of this Agreement, the Banks will participate to the extent 
hereinafter provided in making Loans to Borrower, and issuing Letters of 
Credit at the request of Borrower, in such aggregate amount as Borrower 
shall request pursuant to the Commitment; provided, however, that in no 
event shall the aggregate principal amount of all Loans and Letters of 
Credit outstanding under this Agreement be in excess of the Total 
Commitment Amount.

Each Bank, for itself and not one for any other, agrees to participate 
in Loans made and Letters of Credit issued hereunder during the Commitment 
Period on such basis that (a) immediately after the completion of any 
borrowing by Borrower or issuance of a Letter of Credit hereunder, the 

                             -13-

aggregate principal amount then outstanding on the Notes (other than the 
Swing Line Note) issued to such Bank, when combined with such Bank's pro 
rata share of the aggregate undrawn face amount of all issued and 
outstanding Letters of Credit, shall not be in excess of the amount shown 
opposite the name of such Bank under the column headed "Maximum Amount" as 
set forth in Schedule 1 hereto, and (b) such aggregate principal amount 
outstanding on the Notes (other than the Swing Line Note) issued to such 
Bank shall represent that percentage of the aggregate principal amount then 
outstanding on all Notes (other than the Swing Line Note) which is such 
Bank's Commitment Percentage.

Each borrowing (other than Swing Loans) from the Banks hereunder shall 
be made pro rata according to the Banks' respective Commitment Percentages. 
The Loans may be made as Revolving Loans and Swing Loans, and Letters of 
Credit may be issued, as follows:

A.      Revolving Loans.

Subject to the terms and conditions of this Agreement, during the 
Commitment Period, the Banks shall make a Revolving Loan or Revolving Loans 
to Borrower in such amount or amounts as Borrower may from time to time 
request, but not exceeding in aggregate principal amount at any one time 
outstanding hereunder the Total Commitment Amount, when such Revolving 
Loans are combined with the aggregate principal amount of Swing Loans 
outstanding and the aggregate undrawn face amount of all issued and 
outstanding Letters of Credit. Borrower shall have the option to borrow 
Revolving Loans, maturing on the last day of the Commitment Period, 
hereunder by means of any combination of (a) Base Rate Loans, or (b) LIBOR 
Loans.

Borrower shall pay interest on the unpaid principal amount of Base 
Rate Loans outstanding from time to time from the date thereof until paid 
at a rate per annum which shall be the Base Rate from time to time in 
effect.  Interest on such Base Rate Loans shall be payable on the last day 
of each succeeding April, July, October and January of each year and at the 
maturity thereof, commencing April 30, 1998.  Borrower shall pay interest 
on the unpaid principal amount of each LIBOR Loan outstanding from time to 
time from the date thereof until paid at a rate per annum which shall be 
the Derived LIBOR Rate, fixed in advance for each Interest Period (but 
subject to changes in the Applicable Margin) as herein provided for each 
such Interest Period.  Interest on such LIBOR Loans shall be payable on 
each Interest Adjustment Date with respect to an Interest Period (provided 
that if an Interest Period exceeds three (3) months, the interest must be 
paid every three (3) months, commencing three (3) months from the beginning 
of such Interest Period).

At the request of Borrower, provided no Unmatured Event of Default or 
Event of Default exists hereunder, the Banks shall convert Base Rate Loans 
to LIBOR Loans at any time, subject to the notice and other provisions of 
Section 2.2 hereof, and shall convert LIBOR Loans to Base Rate Loans on any 
Interest Adjustment Date.

                             -14-

The obligation of Borrower to repay the Base Rate Loans and the LIBOR 
Loans made by each Bank and to pay interest thereon shall be evidenced by a 
Revolving Credit Note of Borrower substantially in the form of Exhibit A 
hereto, dated the Closing Date, and payable to the order of such Bank in 
the principal amount of its Revolving Credit Commitment, or, if less, the 
aggregate unpaid principal amount of Revolving Loans made hereunder by such 
Bank. Subject to the provisions of this Agreement, Borrower shall be 
entitled under this Section 2.1A to borrow funds, repay the same in whole 
or in part and re-borrow hereunder at any time and from time to time during 
the Commitment Period.

B.      Swing Loans.    

Subject to the terms and conditions of this Agreement, during the 
Commitment Period, Agent shall make a Swing Loan or Swing Loans to Borrower 
in such amount or amounts as Borrower may from time to time request; 
provided, that Agent shall not make any Swing Loan under the Swing Line if, 
after giving effect thereto, (a) the sum of (i) the aggregate outstanding 
principal amount of all Revolving Loans, plus, (ii) the aggregate 
outstanding principal amount of all Swing Loans, plus (iii) the aggregate 
undrawn face amount of all issued and outstanding Letters of Credit, would 
exceed the Total Commitment Amount, or (b) the aggregate outstanding 
principal amount of all Swing Loans would exceed the Swing Line Commitment.  
Each Swing Loan shall be due and payable on the Swing Loan Maturity Date 
applicable thereto.  

Borrower shall pay interest, for the sole benefit of Agent, on the 
unpaid principal amount of each Swing Loan outstanding from time to time 
from the date thereof until paid at a rate per annum which shall be the 
Negotiated Money Market Rate applicable to such Swing Loan.  Interest on 
each Swing Loan shall be payable on the Swing Loan Maturity Date applicable 
thereto. Each Swing Loan shall bear interest for a minimum of one (1) day.

The obligation of Borrower to repay the Swing Loans and to pay 
interest thereon shall be evidenced by a Swing Line Note of Borrower 
substantially in the form of Exhibit B hereto, dated the Closing Date, and 
payable to the order of Agent in the principal amount of the Swing Loan 
Commitment, or, if less, the aggregate unpaid principal amount of Swing 
Loans made hereunder by Agent.  Subject to the provisions of this 
Agreement, Borrower shall be entitled under this Section 2.1B to borrow 
funds, repay the same in whole or in part and reborrow hereunder at any 
time and from time to time during the Commitment Period.

On any day when a Swing Loan is outstanding (whether before or after 
the maturity thereof), Agent shall have the right to request that each Bank 
purchase a participation in such Swing Loan, and Agent shall promptly 
notify each Bank thereof (by facsimile or telephone, confirmed in writing).  
Upon such notice, but without further action, Agent hereby agrees to grant 
to each Bank, and each Bank hereby agrees to acquire from Agent, an 
undivided participation interest in such Swing Loan in an amount equal to 
such Bank's Commitment Percentage of the aggregate principal amount of such 
Swing Loan.  In consideration and in furtherance of the foregoing, each 
Bank hereby absolutely and unconditionally agrees, upon receipt of notice

                             -15-

as provided above, to pay to Agent, for its sole account, such Bank's 
ratable share of such Swing Loan (determined in accordance with such Bank's 
Commitment Percentage).  Each Bank acknowledges and agrees that its 
obligation to acquire participations in Swing Loans pursuant to this 
Section 2.1B is absolute and unconditional and shall not be affected by any 
circumstance whatsoever, including, without limitation, the occurrence and 
continuance of an Unmatured Event of Default or an Event of  Default, and 
that each such payment shall be made without any offset, abatement, 
recoupment, counterclaim, withholding or reduction whatsoever and whether 
or not such Bank's Revolving Credit Commitment shall have been reduced or 
terminated.  Each Bank shall comply with its obligation under this Section 
2.1B by wire transfer of immediately available funds, in the same manner as 
provided in Section 2.2(b) with respect to Revolving Loans to be made by 
such Bank.

If Agent elects, by giving notice to Borrower and the Banks, Borrower 
agrees that Agent shall have the right, in its sole discretion, to request 
that any Swing Loan be refinanced as a Revolving Loan.  Such Revolving Loan 
shall be a Base Rate Loan.  Upon receipt of such notice by Borrower, 
Borrower shall be deemed on such day to have requested a Revolving Loan in 
the principal amount of the Swing Loan in accordance with Sections 2.1 and 
2.2.  Each Bank agrees to make a Revolving Loan on the date of such notice, 
subject to no conditions precedent whatsoever.  Each Bank acknowledges and 
agrees that its obligation to make a Revolving Loan pursuant to Section 
2.1A when required by this Section 2.1B is absolute and unconditional and 
shall not be affected by any circumstance whatsoever, including, without 
limitation, the occurrence and continuance of an Unmatured Event of Default 
or Event of Default, and that its payment to Agent, for the account of 
Agent, of the proceeds of such Revolving Loan shall be made without any 
offset, abatement, recoupment, counterclaim, withholding or reduction 
whatsoever and whether or not such Bank's Revolving Credit Commitment shall 
have been reduced or terminated.  Borrower irrevocably authorizes and 
instructs Agent to apply the proceeds of any borrowing pursuant to this 
paragraph to repay in full such Swing Loan.

C.      Letters of Credit.

Subject to the terms and conditions of this Agreement, during the 
Commitment Period, Agent, in its own name, but only as agent for the Banks, 
shall issue such Letters of Credit for the account of Borrower or any 
Guarantor of Payment, as Borrower may from time to time request.  Borrower 
shall not request any Letter of Credit (and Agent shall not be obligated to 
issue any Letter of Credit) if, after giving effect thereto, (a) the 
aggregate undrawn face amount of all issued and outstanding Letters of 
Credit would exceed the Letter of Credit Commitment, or (b) the sum of (i) 
the aggregate outstanding principal amount of all Revolving Loans, plus 
(ii) the aggregate undrawn face amount of all issued and outstanding 
Letters of Credit, plus (iii) the aggregate outstanding principal amount of 
all Swing Loans, would exceed the Total Commitment Amount.  The issuance of 
each Letter of Credit shall confer upon each Bank the benefits and 
liabilities of a participation consisting of an undivided pro rata interest 
in the Letter of Credit to the extent of that Bank's Commitment Percentage.

                             -16-

Each request for a Letter of Credit shall be delivered to Agent not 
later than 11:00 A.M. (Cleveland, Ohio time) three (3) Business Days prior 
to the day upon which the Letter of Credit is to be issued.  Each such 
request shall be in a form acceptable to Agent and specify the face amount 
thereof, the account party, the beneficiary, the intended date of issuance, 
the expiry date thereof, and the nature of the transaction to be supported 
thereby.  Concurrently with each such request, Borrower, and any Guarantor 
of Payment for whose benefit the Letter of Credit is to be issued, shall 
execute and deliver to Agent an appropriate application and agreement, 
being in the standard form of Agent for such letters of credit, as amended 
to conform to the provisions of this Agreement if required by Agent.  Agent 
shall give each Bank notice of each such request for a Letter of Credit.  

In respect of each Letter of Credit and the drafts thereunder, if any, 
whether issued for the account of Borrower or a Guarantor of Payment, 
Borrower agrees (a) to pay to Agent, for the pro rata benefit of the Banks, 
a non-refundable commission based upon the face amount of the Letter of 
Credit, which shall be paid quarterly in arrears, at the rate of the 
Applicable Margin (in effect on the date such Letter of Credit is issued) 
times the face amount of the Letter of Credit; (b) to pay to Agent, for its 
sole account, an additional Letter of Credit Fee, which shall be paid on 
the date that such Letter of Credit is issued, at the rate of one-eight of 
one percent (1/8 of 1%) of the face amount of such Letter of Credit; and 
(c) pay to Agent, for its sole account, such other issuance, amendment, 
negotiation, draw, acceptance, telex, courier, postage and similar 
transactional fees as are generally charged by Agent under its fee schedule 
as in effect from time to time.  

Whenever a Letter of Credit is drawn, Borrower shall immediately 
reimburse Agent for the amount drawn.  In the event that the amount drawn 
is not reimbursed by Borrower within one (1) Business Day of the drawing of 
such Letter of Credit, at the option of Agent, the amount drawn shall be 
deemed to be a Revolving Loan to Borrower subject to the provisions and 
requirements of Section 2.1A (unless any such requirement shall be waived 
by Agent) and shall be evidenced by the Revolving Credit Notes.  Each such 
Revolving Loan shall be deemed to be a Base Rate Loan unless otherwise 
requested by and available to Borrower hereunder.  Each Bank is hereby 
authorized to record on its records relating to its Revolving Credit Note 
such Bank's pro rata share of the amounts paid and not reimbursed on the 
Letters of Credit.
 
SECTION 2.2.    CONDITIONS TO LOANS AND LETTERS OF CREDIT.  The 
obligation of the Banks to make Revolving Loans, convert any Revolving Loan 
or continue any LIBOR Loan, or of Agent to issue Letters of Credit or make 
Swing Loans hereunder, is conditioned, in the case of each borrowing, 
conversion, continuation or issuance hereunder, upon: 

(a)     all conditions precedent as listed in Article IV hereof shall 
have been satisfied on the Closing Date or, with respect to the items set 
forth in Section 4.2 hereof, within ten (10) Business Days after the 
Closing Date;

                             -17-

(b)     with respect to the making or conversion of any Revolving Loan, 
receipt by Agent of a Notice of Loan, such notice to be received by 11:00 
A.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion 
with respect to Base Rate Loans and, with respect to LIBOR Loans, by 11:00 
A.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed 
date of borrowing or conversion.  Agent shall notify each Bank of the date, 
amount and initial Interest Period (if applicable) promptly upon the 
receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio 
time) on the date such notice is received.  On the date any Revolving Loan 
is to be made, each Bank shall provide Agent, not later than 3:00 P.M. 
(Cleveland, Ohio time), with the amount in federal or other immediately 
available funds required of it; 

(c)     with respect to Swing Loans, receipt by Agent of a Notice of 
Loan, such notice to be received by 11:00 A.M. (Cleveland, Ohio time) on 
the proposed date of borrowing;

(d)     with respect to Letters of Credit, satisfaction of the notice 
provisions set forth in Section 2.1C hereof; 

(e)     Borrower's request for (i) a Base Rate Loan shall be in an amount 
of not less than Five Million Dollars ($5,000,000), increased by increments 
of One Hundred Thousand Dollars ($100,000), (ii) a LIBOR Loan shall be in 
an amount of not less than Five Million Dollars ($5,000,000), increased by 
increments of One Million Dollars ($1,000,000), and (iii) a Swing Loan 
shall be in the amount of not less than Two Hundred Fifty Thousand Dollars 
($250,000), increased by increments of Twenty-Five Thousand Dollars  
($25,000);

(f)     the fact that no Unmatured Event of Default or Event of Default 
shall then exist or immediately after the making, conversion or 
continuation of the Loan or issuance of the Letter of Credit would exist; 
and 

(g)     the fact that each of the representations and warranties 
contained in Article VI hereof shall be true and correct with the same 
force and effect as if made on and as of the date of the making, conversion 
or continuation of such Loan, or the issuance of the Letter of Credit, 
except to the extent that any thereof expressly relate to an earlier date. 

At no time shall Borrower request that LIBOR Loans be outstanding for 
more than fifteen (15) different Interest Periods at any one (1) time.

Each request by Borrower for the making, conversion or continuation of 
a Loan, or for the issuance of a Letter of Credit, hereunder shall be 
deemed to be a representation and warranty by Borrower as of the date of 
such request as to the facts specified in (f) and (g) above.

Each request by Borrower for the making or continuation of a LIBOR 
Loan or for the conversion of any Loan from or into a LIBOR Loan shall be 
irrevocable and binding on Borrower and Borrower shall indemnify Agent and 
the Banks against any loss or expense incurred by Agent or the Banks as a 

                             -18-

result of any failure by Borrower to consummate such transaction including, 
without limitation, any loss (including loss of anticipated profits) or 
expense incurred by reason of liquidation or re-employment of deposits or 
other funds acquired by the Banks to fund the Loan.  A certificate as to 
the amount of such loss or expense submitted by the Banks to Borrower shall 
be conclusive and binding for all purposes, absent manifest error.

SECTION 2.3.    PAYMENT ON NOTES, ETC.  All payments of principal, 
interest and facility and other fees shall be made to Agent in immediately 
available funds for the account of the Banks (except for any payment 
received with respect to any Swing Loan, which shall be for the account of 
Agent), and Agent shall promptly distribute to each Bank its ratable share 
of the amount of principal, interest, and facility and other fees received 
by it for the account of such Bank.  Each Bank shall record (a) any 
principal, interest or other payment, and (b) the principal amount of the 
Base Rate Loans and the LIBOR Loans and all prepayments thereof and the 
applicable dates with respect thereto, by such method as such Bank may 
generally employ; provided, however, that failure to make any such entry 
shall in no way detract from Borrower's obligations under each such Note.  
The aggregate unpaid amount of Loans set forth on the records of Agent 
shall be rebuttably presumptive evidence of the principal and interest 
owing and unpaid on each Note.  Whenever any payment to be made hereunder, 
including without limitation any payment to be made on any Note, shall be 
stated to be due on a day which is not a Business Day, such payment shall 
be made on the next succeeding Business Day and such extension of time 
shall in each case be included in the computation of the interest payable 
on such Note; provided, however, that with respect to any LIBOR Loan, if 
the next succeeding Business Day falls in the succeeding calendar month, 
such payment shall be made on the preceding Business Day and the relevant 
Interest Period shall be adjusted accordingly.

SECTION 2.4.    PREPAYMENT.  Borrower shall have the right at any time 
or from time to time to prepay, on a pro rata basis for all of the Banks, 
all or any part of the principal amount of the Notes then outstanding as 
designated by Borrower, plus interest accrued on the amount so prepaid to 
the date of such prepayment.  Borrower shall give Agent notice of 
prepayment of any Base Rate Loans by not later than 11:00 A.M. (Cleveland, 
Ohio time) on the Business Day on which such prepayment is to be made and 
written notice of the prepayment of any LIBOR Loan not later than 1:00 P.M. 
(Cleveland, Ohio time) three (3) Business Days before the Business Day on 
which such prepayment is to be made.  Prepayments of Base Rate Loans shall 
be without any premium or penalty. 

In any case of prepayment of any LIBOR Loan, Borrower agrees that if 
the reinvestment rate ("Reinvestment Rate") as quoted by the money desk of 
Agent, shall be lower than the LIBOR Rate applicable to the LIBOR Loan 
which is intended to be prepaid (hereinafter, "Last LIBOR"), then Borrower 
shall, upon written notice by Agent, promptly pay to Agent, for the benefit 
of the Banks, in immediately available funds, a prepayment fee equal to the 
product of (a) a rate (the "Prepayment Rate") which shall be equal to the 
difference between the Last LIBOR and the Reinvestment Rate, times (b) the 
principal amount of the LIBOR Loan which is to be prepaid, times (c) (i) 
the number of days remaining in the Interest Period of the LIBOR Loan which 

                             -19-

is to be prepaid divided by (ii) three hundred sixty (360).  In addition, 
Borrower shall immediately pay directly to Agent, for the account of the 
Banks, the amount of any additional costs or expenses (including, without 
limitation, cost of telex, wires, or cables) incurred by Agent or the Banks 
in connection with the prepayment, upon Borrower's receipt of a written 
statement from Agent.  Each prepayment of a LIBOR Loan shall be in the 
aggregate principal sum of not less than Five Million Dollars ($5,000,000), 
except in the case of a mandatory prepayment pursuant to Article III 
hereof.

In the case of prepayment of any Swing Loan, Borrower agrees to pay a 
prepayment fee equal to the present value (discounted at the Discount Rate, 
as hereinafter defined), of (a) the amount, if any, by which (i) the 
interest rate on such Swing Loan exceeds (ii) the interest rate (as of the 
date of prepayment) on United States Treasury obligations in a like amount 
as the Swing Loan being prepaid, and with a maturity approximately equal to 
the number of days between the prepayment date and the due date for such 
Swing Loan, multiplied by (b) the amount of such Swing Loan being prepaid, 
multiplied by (c) (i) the number of days between the prepayment date and 
the due date for such Swing Loan divided by (ii) three hundred sixty (360).  
As used herein, "Discount Rate" means a rate equal to the interest rate (as 
of the date of prepayment) on United States Treasury obligations in a like 
amount as the Swing Loan being prepaid and with a maturity approximately 
equal to the number of days between the prepayment date and the date that 
such Swing Loan was due.

SECTION 2.5.    FACILITY AND OTHER FEES; TERMINATION OR REDUCTION OF 
COMMITMENT.  

(a)     Borrower shall pay to Agent, for the ratable account of the 
Banks, as a consideration for the Commitment hereunder, a facility fee from 
the date hereof to and including the last day of the Commitment Period 
equal to (i) the Applicable Facility Fee Rate in effect on the payment 
date, times (ii) the Total Commitment Amount. The facility fee shall be 
payable, in arrears, on April 30, 1998, and on the last day of each July, 
October, January and April thereafter.

(b)     Borrower shall pay to Agent, for its sole benefit, on April 30, 
1998, and on the last day of each July, October, January and April 
thereafter, all fees as set forth in the Agent Fee Letter.  Borrower shall 
also pay all fees required to be paid pursuant to the terms of the 
Commitment Letter.

(c)     Borrower may at any time or from time to time terminate in whole 
or reduce the Commitment of the Banks hereunder to an amount not less than 
the aggregate principal amount of the Loans and Letters of Credit then 
outstanding, by giving Agent not fewer than three (3) Business Days' 
written notice, provided that any such reduction shall be in an aggregate 
amount for all of the Banks of Five Million Dollars ($5,000,000), increased 
by increments of One Million Dollars ($1,000,000).  Any reduction in the 
Total Commitment Amount shall be on a pro rata basis in accordance with the 
respective Commitment Percentages of the Banks.  Agent shall promptly 
notify each Bank of its proportionate amount and the date of each such 
reduction. After each such reduction, the facility fees payable hereunder

                             -20-

shall be calculated upon the Commitment of the Banks as so reduced.  If 
Borrower terminates in whole the Commitment of the Banks, on the effective 
date of such termination (Borrower having prepaid in full the unpaid 
principal balance, if any, of the Notes outstanding, together with all 
interest and facility and other fees accrued and unpaid and provided that 
no issued and outstanding Letters of Credit shall exist) all of the Notes 
shall be delivered to Agent marked "Canceled" and redelivered to Borrower. 
Any reduction in the Commitment of the Banks shall be effective during the 
remainder of the Commitment Period, and if the entire Commitment is 
terminated, then the Commitment Period shall be deemed to have ended on the 
date of such termination.  

SECTION 2.6.    COMPUTATION OF INTEREST AND FEES; DEFAULT RATE.  
Interest on Loans and facility and other fees and charges hereunder shall 
be computed on the basis of a year having three hundred sixty (360) days 
and calculated for the actual number of days elapsed. Anything herein to 
the contrary notwithstanding, if an Event of Default shall occur hereunder, 
(a) the principal of each Note and the unpaid interest thereon shall bear 
interest, until paid, at the Default Rate; and (b) the fee for the 
aggregate undrawn face amount of all issued and outstanding Letters of 
Credit shall be increased to two percent (2%) in excess of the then 
applicable free from time to time in effect pursuant to Section 2.1C 
hereof.  In no event shall the rate of interest hereunder exceed the rate 
allowable by law.

SECTION 2.7.    MANDATORY PAYMENT.  

(a)     If the sum of (i) the aggregate principal amount of all Revolving 
Loans outstanding, (ii) the aggregate principal amount of all Swing Loans 
outstanding, and (iii) the undrawn face amount of all issued and 
outstanding Letters of Credit, at any time exceeds the Total Commitment 
Amount, Borrower shall, as promptly as practicable, but in no event to be 
later than the next Business Day, prepay an aggregate principal amount of 
the Revolving Loans sufficient to bring the aggregate outstanding principal 
amount of all Revolving Loans, the aggregate outstanding principal amount 
of all Swing Loans and the undrawn face amount of all issued and 
outstanding Letters of Credit within the Total Commitment Amount.  

(b)     In addition, if Borrower, as provided herein, completes any 
Private Placement and amount of the net proceeds of such Private Placement 
and all previous Private Placements, if any, exceeds the aggregate amount 
of Fifty Million Dollars ($50,000,000), then the Total Commitment Amount 
shall be reduced to the extent that the aggregate amount of all Private 
Placements exceeds Fifty Million Dollars ($50,000,000) and, after such 
reduction, to the extent that the sum of (i) the aggregate principal amount 
of all Revolving Loans outstanding, (ii) the aggregate principal amount of 
all Swing Loans outstanding, and (iii) the undrawn face amount of all 
issued and outstanding Letters of Credit then exceeds the Total Commitment 
Amount as so reduced, Borrower shall (A) make an immediate prepayment in 
the amount of such excess on the Revolving Loans, or on Swing Loans if no 
Revolving Loans shall then be outstanding, or (B) reduce, in the amount of 
such excess, the outstanding face amount of Letters of Credit, if no 
Revolving Loans or Swing Loans shall then be outstanding.

                             -21-

(c)     Any prepayment of a LIBOR Loan pursuant to subpart (a) or (b) of 
this Section 2.7 shall be subject to the prepayment fees set forth in 
Section 2.4 hereof. 

        ARTICLE III.   ADDITIONAL PROVISIONS RELATING TO LIBOR LOANS

SECTION 3.1.    RESERVES OR DEPOSIT REQUIREMENTS, ETC.  If at any time 
any law, treaty or regulation (including, without limitation, Regulation D 
of the Board of Governors of the Federal Reserve System) or the 
interpretation thereof by any governmental authority charged with the 
administration thereof or any central bank or other fiscal, monetary or 
other authority shall impose (whether or not having the force of law), 
modify or deem applicable any reserve and/or special deposit requirement 
(other than reserves included in the Eurocurrency Reserve Percentage, the 
effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) 
in question) against assets held by, or deposits in or for the amount of 
any Loans by, any Bank, and the result of the foregoing is to increase the 
cost (whether by incurring a cost or adding to a cost) to such Bank of 
making or maintaining hereunder LIBOR Loans or to reduce the amount of 
principal or interest received by such Bank with respect to such LIBOR 
Loans, then, upon demand by such Bank, Borrower shall pay to such Bank from 
time to time on Interest Adjustment Dates with respect to such LIBOR Loans, 
as additional consideration hereunder, additional amounts sufficient to 
fully compensate and indemnify such Bank for such increased cost or reduced 
amount, assuming (which assumption such Bank need not corroborate) such 
additional cost or reduced amount was allocable to such LIBOR Loans. A 
certificate as to the increased cost or reduced amount as a result of any 
event mentioned in this Section 3.1, setting forth the calculations 
therefor, shall be promptly submitted by such Bank to Borrower and shall, 
in the absence of manifest error, be conclusive and binding as to the 
amount thereof. Notwithstanding any other provision of this Agreement, 
after any such demand for compensation by any Bank, Borrower, upon at least 
three (3) Business Days' prior written notice to such Bank through Agent, 
may prepay the affected LIBOR Loans in full or convert the affected LIBOR 
Loans to Base Rate Loans regardless of the Interest Period of any thereof. 
Any such prepayment or conversion shall be subject to the prepayment fees 
set forth in Section 2.4 hereof. Each Bank shall notify Borrower as 
promptly as practicable (with a copy thereof delivered to Agent) of the 
existence of any event which will likely require the payment by Borrower of 
any such additional amount under this Section.

SECTION 3.2.    TAX LAW, ETC.  In the event that by reason of any law, 
regulation or requirement or in the interpretation thereof by an official 
authority, or the imposition of any requirement of any central bank whether 
or not having the force of law, any Bank shall, with respect to this 
Agreement or any transaction under this Agreement, be subjected to any tax, 
levy, impost, charge, fee, duty, deduction or withholding of any kind 
whatsoever (other than any tax imposed upon the total net income of such

                             -22-

Bank) and if any such measures or any other similar measure shall result in 
an increase in the cost to such Bank of making or maintaining any LIBOR 
Loan or in a reduction in the amount of principal, interest or facility fee 
receivable by such Bank in respect thereof, then such Bank shall promptly 
notify Borrower stating the reasons therefor. Borrower shall thereafter pay 
to such Bank upon demand from time to time on Interest Adjustment Dates 
with respect to such LIBOR Loans, as additional consideration hereunder, 
such additional amounts as shall fully compensate such Bank for such 
increased cost or reduced amount. A certificate as to any such increased 
cost or reduced amount, setting forth the calculations therefor, shall be 
submitted by such Bank to Borrower and shall, in the absence of manifest 
error, be conclusive and binding as to the amount thereof.

If any Bank receives such additional consideration from Borrower 
pursuant to this Section 3.2, such Bank shall use reasonable efforts to 
obtain the benefits of any refund, deduction or credit for any taxes or 
other amounts on account of which such additional consideration has been 
paid and shall reimburse Borrower to the extent, but only to the extent, 
that such Bank shall receive a refund of such taxes or other amounts 
together with any interest thereon or an effective net reduction in taxes 
or other governmental charges (including any taxes imposed on or measured 
by the total net income of such Bank) of the United States or any state or 
subdivision thereof by virtue of any such deduction or credit, after first 
giving effect to all other deductions and credits otherwise available to 
such Bank. If, at the time any audit of such Bank's income tax return is 
completed, such Bank determines, based on such audit, that it was not 
entitled to the full amount of any refund reimbursed to Borrower as 
aforesaid or that its net income taxes are not reduced by a credit or 
deduction for the full amount of taxes reimbursed to Borrower as aforesaid, 
Borrower, upon demand of such Bank, shall promptly pay to such Bank the 
amount so refunded to which such Bank was not so entitled, or the amount by 
which the net income taxes of such Bank were not so reduced, as the case 
may be.

Notwithstanding any other provision of this Agreement, after any such 
demand for compensation by any Bank, Borrower, upon at least three (3) 
Business Days' prior written notice to such Bank through Agent, may prepay 
the affected LIBOR Loans in full or convert the affected LIBOR Loans to 
Base Rate Loans regardless of the Interest Period of any thereof. Any such 
prepayment or conversion shall be subject to the prepayment fees set forth 
in Section 2.4 hereof.

SECTION 3.3.    EURODOLLAR DEPOSITS UNAVAILABLE OR INTEREST RATE 
UNASCERTAINABLE.  In respect of any LIBOR Loans, in the event that Agent 
shall have determined that dollar deposits of the relevant amount for the 
relevant Interest Period for such LIBOR Loans are not available to the Bank 
in the applicable eurodollar market or that, by reason of circumstances 
affecting such market, adequate and reasonable means do not exist for 
ascertaining the LIBOR Rate applicable to such Interest Period, as the case 
may be, Agent shall promptly give notice of such determination to Borrower 
and (a) any notice of new LIBOR Loans (or conversion of existing Loans to 
LIBOR Loans) previously given by Borrower and not yet borrowed (or 
converted, as the case may be) shall be deemed a notice to make Base Rate 
Loans, and (b) Borrower shall be obligated either to prepay, or to convert 
to Base Rate Loans, any outstanding LIBOR Loans on the last day of the then 
current Interest Period or Periods with respect thereto.

                             -23-

SECTION 3.4.    INDEMNITY.  Without prejudice to any other provisions 
of this Article III, Borrower hereby agrees to indemnify each Bank against 
any loss or expense which such Bank may sustain or incur as a consequence 
of any default by Borrower in payment when due of any amount hereunder in 
respect of any LIBOR Loan, including, but not limited to, any loss of 
profit, premium or penalty incurred by such Bank in respect of funds 
borrowed by it for the purpose of making or maintaining such LIBOR Loan, as 
determined by such Bank in the exercise of its sole but reasonable 
discretion. A certificate as to any such loss or expense shall be promptly 
submitted by such Bank to Borrower and shall, in the absence of manifest 
error, be conclusive and binding as to the amount thereof.

SECTION 3.5.    CHANGES IN LAW RENDERING LIBOR LOANS UNLAWFUL.  If at 
any time any new law, treaty or regulation, or any change in any existing 
law, treaty or regulation, or any interpretation thereof by any 
governmental or other regulatory authority charged with the administration 
thereof, shall make it unlawful for any Bank to fund any LIBOR Loans which 
it is committed to make hereunder with moneys obtained in the eurodollar 
market, the commitment of such Bank to fund LIBOR Loans shall, upon the 
happening of such event forthwith be suspended for the duration of such 
illegality, and such Bank shall by written notice to Borrower and Agent 
declare that its commitment with respect to such Loans has been so 
suspended and, if and when such illegality ceases to exist, such suspension 
shall cease and such Bank shall similarly notify Borrower and Agent. If any 
such change shall make it unlawful for any Bank to continue in effect the 
funding in the applicable eurodollar market of any LIBOR Loan previously 
made by it hereunder, such Bank shall, upon the happening of such event, 
notify Borrower, Agent and the other Banks thereof in writing stating the 
reasons therefor, and Borrower shall, on the earlier of (a) the last day of 
the then current Interest Period or (b) if required by such law, regulation 
or interpretation, on such date as shall be specified in such notice, 
either convert all LIBOR Loans to Base Rate Loans or prepay all LIBOR Loans 
to the Banks in full. Any such prepayment or conversion shall be subject to 
the prepayment fees described in Section 2.4 hereof.

SECTION 3.6.    FUNDING.  Each Bank may, but shall not be required to, 
make LIBOR Loans hereunder with funds obtained outside the United States.

ARTICLE IV.   CONDITIONS PRECEDENT

SECTION 4.1.    CONDITIONS PRECEDENT TO CLOSING.  On the Closing Date, 
or, with respect to any document or item to be delivered in connection with 
the Sonoco Acquisition, simultaneously with the making of the first Loan or 
the issuance of the first Letter of Credit, Borrower shall satisfy each of 
the following conditions:

(a)     NOTES.  Borrower shall have executed and delivered to each Bank 
its Revolving Credit Note and shall have executed and delivered to Agent 
the Swing Line Note.

                             -24-

(b)     GUARANTIES OF PAYMENT OF DEBT.  Each Guarantor of Payment (other 
than any Guarantor of Payment that is Target Company) shall have executed 
and delivered its Guaranty of Payment to Agent.
             
(c)     OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL DOCUMENTS.  
Borrower and each Guarantor of Payment (other than any Guarantor of Payment 
that is a Target Company) shall have delivered to each Bank an officer's 
certificate certifying the names of the officers of Borrower or such 
Guarantor of Payment authorized to sign the Loan Documents, together with 
the true signatures of such officers and certified copies of (a) the 
resolutions of the board of directors of Borrower and such Guarantor of 
Payment evidencing approval of the execution and delivery of the Loan 
Documents and the execution of other Related Writings to which Borrower or 
such Guarantor of Payment, as the case may be, is a party, and (b) the 
Articles (or Certificate) of Incorporation and Bylaws (or Regulations) and 
all amendments thereto of Borrower and such Guarantor of Payment.

(d)     LEGAL OPINION.  An opinion of counsel for Borrower and each 
Guarantor of Payment (other than any Guarantor of Payment that is a Target 
Company) in form and substance satisfactory to Agent and the Banks shall 
have been delivered to each Bank.

(e)     GOOD STANDING CERTIFICATES.  Borrower shall have delivered to 
Agent a good standing certificate for Borrower and each Guarantor of 
Payment (other than a Guarantor of Payment that is a Target Company), 
issued on or about the Closing Date by the Secretary of State in each state 
in which Borrower or such Guarantor of Payment is incorporated.

(f)     CLOSING AND LEGAL FEES; AGENT FEE LETTER.  (a) Borrower shall 
have paid to Agent, for its sole benefit, the fees described in the Fee 
Letter; (b) Borrower shall have paid all legal fees and expenses of Agent 
in connection with the preparation and negotiation of the Loan Documents; 
and (c) Borrower shall have executed and delivered to Agent the Agent Fee 
Letter.  

(g)     LIEN SEARCHES. With respect to the property owned or leased by 
Borrower and each Guarantor of Payment, Borrower shall have caused to be 
delivered to each Bank: (a) the results of U.C.C. lien searches, 
satisfactory to Agent and the Banks, in such jurisdictions as may be 
requested by Agent; (b) the results of federal and state tax lien and 
judicial lien searches, satisfactory to Agent and the Banks, in such 
jurisdictions as may be requested by Agent; and (c) U.C.C. termination 
statements reflecting termination of all financing statements previously 
filed by any party having a security interest not permitted under the terms 
of this Agreement.

(h)     PURCHASE AGREEMENT.  Borrower shall have delivered to Agent an 
officer's certificate, in form and substance satisfactory to Agent, 
certifying to Agent that, upon funding of the first Loan hereunder by Agent 
and the Banks, the transactions contemplated by the Purchase Agreement to 
be consummated as of the Closing Date (as defined in the Purchase 
Agreement), including, without limitation, Borrower's acquisition of direct 
or indirect ownership of one hundred percent (100%) of the shares (or other 

                             -25-

ownership interests) of the Target Companies, will have been consummated in 
accordance with the terms thereof.  Borrower shall also have delivered to 
Agent a signed copy of the Purchase Agreement, and copies of all ancillary 
documents related thereto, certified by an officer of Borrower as being 
true and complete.

(i)     FINANCIAL STATEMENTS OF TARGET COMPANIES.   Borrower shall have 
provided to Agent and the Banks financial statements for the Target 
Companies for fiscal year ended December 31, 1997, which financial 
statements shall not be materially, in the opinion of Agent and the 
Majority Banks, different from the financial statements previously provided 
to Agent.

(j)     WIRE TRANSFER INSTRUCTIONS.  Borrower shall provide written wire 
transfer instructions to Agent.

(k)     NO MATERIAL ADVERSE CHANGE.  No material adverse change, in the 
opinion of Agent, shall have occurred in the financial condition, 
operations or prospects of the Companies.

(l)     MISCELLANEOUS.  Borrower shall have provided such other items and 
conditions as may be reasonably required by Agent or the Banks.

SECTION 4.2.    CONDITIONS SUBSEQUENT TO CLOSING DATE.  On or before 
ten (10) Business Days after the Closing Date, Borrower shall satisfy each 
of the following conditions:

(a)     GUARANTIES OF PAYMENT OF DEBT.  Each Guarantor of Payment that is 
a Target Company shall have executed and delivered a Guaranty of Payment to 
Agent.

(b)     OFFICER'S CERTIFICATE, RESOLUTIONS, ORGANIZATIONAL DOCUMENTS.  
Each Guarantor of Payment that is a  Target Company shall have delivered to 
each Bank an officer's certificate certifying the names of the officers of 
such Guarantor of Payment authorized to sign its Guaranty of Payment 
together with the true signatures of such officers and certified copies of 
(a) the resolutions of the board of directors of such Guarantor of Payment 
evidencing approval of the execution and delivery of its Guaranty of 
Payment and the execution of other Related Writings to which such Guarantor 
of Payment is a party, and (b) the Articles (or Certificate) of 
Incorporation and Bylaws (or Regulations) and all amendments thereto of 
such Guarantor of Payment.

(c)     LEGAL OPINION.  An opinion of counsel for each Guarantor of 
Payment that is a Target Company, in form and substance satisfactory to 
Agent and the Banks, shall have been delivered to each Bank.

                             -26-

(d)     GOOD STANDING CERTIFICATES.  Borrower shall have delivered to 
Agent a good standing certificate for each Guarantor of Payment that is a 
Target Company, issued on or within ten (10) Business Days after the 
Closing Date by the Secretary of State in each state in which such 
Guarantor of Payment that is a Target Company is incorporated.

ARTICLE V.   COVENANTS

Borrower agrees that so long as the Commitment remains in effect and 
thereafter until the principal of and interest on all Notes and all other 
payments and fees due hereunder shall have been paid in full, Borrower 
shall perform and observe, and shall cause each Subsidiary to perform and 
observe, each of the following provisions:

SECTION 5.1.    INSURANCE.  Each Company shall (a) maintain insurance 
to such extent and against such hazards and liabilities as is commonly 
maintained by companies similarly situated; and (b) within ten (10) days of 
any Bank's written request, furnish to such Bank such information about any 
Company's insurance as that Bank may from time to time reasonably request, 
which information shall be prepared in form and detail satisfactory to such 
Bank and certified by a Financial Officer of Borrower.

SECTION 5.2.    MONEY OBLIGATIONS.  Each Company shall pay in full 
(a) prior in each case to the date when penalties would attach, all taxes, 
assessments and governmental charges and levies (except only those so long 
as and to the extent that the same shall be contested in good faith by 
appropriate and timely proceedings and for which adequate reserves have 
been established in accordance with GAAP) for which it may be or become 
liable or to which any or all of its properties may be or become subject; 
(b) all of its wage obligations to its employees in compliance with the 
Fair Labor Standards Act (29 U.S.C. 206-207) or any comparable provisions; 
and (c) all of its other obligations calling for the payment of money 
(except only those so long as and to the extent that the same shall be 
contested in good faith and for which adequate reserves have been 
established in accordance with GAAP) before such payment becomes overdue.

SECTION 5.3.    FINANCIAL STATEMENTS.  Borrower shall furnish to each 
Bank:

(a)     within forty-five (45) days after the end of each of the first 
three (3) quarter-annual periods of each fiscal year of Borrower, balance 
sheets of Borrower and its Subsidiaries as of the end of such period and 
statements of income (loss), stockholders' equity and cash flow for the 
quarter and fiscal year to date periods, all prepared on a Consolidated 
basis, in accordance with GAAP, and in form and detail satisfactory to the 
Banks and certified by a Financial Officer of Borrower;

                             -27-

(b)     within ninety (90) days after the end of each fiscal year of 
Borrower, an annual audit report of Borrower and its Subsidiaries for that 
year, prepared on a Consolidated basis, in accordance with GAAP, and in 
form and detail satisfactory to the Banks and certified by an independent 
public accountant satisfactory to the Banks, which report shall include 
balance sheets and statements of income (loss), stockholders' equity and 
cash-flow for that period, together with a certificate by the accountant 
setting forth the Unmatured Events of Default and Events of Default coming 
to its attention during the course of its audit or, if none, a statement to 
that effect;

(c)     concurrently with the delivery of the financial statements in (a) 
and (b) above, a Compliance Certificate in the form of Exhibit D hereto;        

(d)     within ninety (90) days after the end of each fiscal year of 
Borrower, an annual operating budget for Borrower and its Subsidiaries for 
the then current fiscal year and, to the extent available,  the next two 
(2) succeeding fiscal years, to be in form acceptable to Agent;

(e)     as soon as available, copies of all notices, reports, definitive 
proxy or other statements and other documents sent by Borrower to its 
shareholders, to the holders of any of its debentures or bonds or the 
trustee of any indenture securing the same or pursuant to which they are 
issued, or sent by Borrower (in final form) to any securities exchange or 
over the counter authority or system, or to the SEC or any similar federal 
agency having regulatory jurisdiction over the issuance of Borrower's 
securities; and

(f)     within ten (10) days of any Bank's written request, such other 
information about the financial condition, properties and operations of any 
Company as such Bank may from time to time reasonably request, which 
information shall be submitted in form and detail satisfactory to such Bank 
and certified by a Financial Officer of the Company or Companies in 
question.

SECTION 5.4.    FINANCIAL RECORDS.  Each Company shall at all times 
maintain true and complete records and books of account including, without 
limiting the generality of the foregoing, appropriate reserves for possible 
losses and liabilities, all in accordance with GAAP, and at all reasonable 
times (during normal business hours and upon notice to the Company in 
question) permit the Banks to examine that Company's books and records and 
to make excerpts therefrom and transcripts thereof.

SECTION 5.5.    FRANCHISES.  Each Company shall preserve and maintain 
at all times its existence, rights and franchises.

SECTION 5.6.    ERISA COMPLIANCE.  No Company shall incur any material 
accumulated funding deficiency within the meaning of ERISA, or any material 
liability to the PBGC, established thereunder in connection with any ERISA 
Plan. Borrower shall furnish to the Banks (a) as soon as possible and in 
any event within thirty (30) days after any Company knows or has reason to 
know that any Reportable Event with respect to any ERISA Plan has occurred, 
a statement of the Financial Officer of such Company, setting forth details 

                             -28-

as to such Reportable Event and the action which such Company proposes to 
take with respect thereto, together with a copy of the notice of such 
Reportable Event given to the PBGC if a copy of such notice is available to 
such Company, and (b) promptly after receipt thereof a copy of any notice 
such Company, or any member of the Controlled Group may receive from the 
PBGC or the Internal Revenue Service with respect to any ERISA Plan 
administered by such Company; provided, that this latter clause shall not 
apply to notices of general application promulgated by the PBGC or the 
Internal Revenue Service.  Borrower shall promptly notify the Banks of any 
material taxes assessed, proposed to be assessed or which Borrower has 
reason to believe may be assessed against a Company by the Internal Revenue 
Service with respect to any ERISA Plan. As used in this Section "material" 
means the measure of a matter of significance which shall be determined as 
being an amount equal to five percent (5%) of the Consolidated Net Worth of 
Borrower and its Subsidiaries.  As soon as practicable, and in any event 
within twenty (20) days, after any Company becomes aware that an ERISA 
Event has occurred, such Company shall provide Bank with notice of such 
ERISA Event with a certificate by a Financial Officer of such Company 
setting forth the details of the event and the action such Company or 
another Controlled Group member proposes to take with respect thereto.  
Borrower shall, at the request of Agent or any Bank, deliver or cause to be 
delivered to Agent or such Bank, as the case may be, true and correct 
copies of any documents relating to the ERISA Plan of any Company. 

SECTION 5.7.    FINANCIAL COVENANTS.

(a)     LEVERAGE.  The Companies shall not suffer or permit at any time 
the Leverage Ratio to exceed (i) 3.50 to 1.00 from the Closing Date through 
January 30, 1999, (ii) 3.25 to 1.00 from January 31, 1999  through October 
30, 1999, and (iii) 3.00 to 1.00 on October 31, 1999 and thereafter, based 
upon the financial statements of the Companies.

(b)     INTEREST COVERAGE.  The Companies shall not suffer or permit at 
any time the ratio of (i) Consolidated EBIT to (ii) Consolidated Interest 
Expense to be less than (A) 2.25 to 1.00 from the Closing Date through 
January 30, 1999, and (B) 2.50 to 1.00 on January 31, 1999 and thereafter, 
based upon the financial statements of the Companies for the most recently 
completed four (4) fiscal quarters.

(c)     NET WORTH.  The Companies shall not suffer or permit their 
Consolidated Net Worth at any time, based upon the financial statements of 
the Companies for the most recently completed fiscal quarter, to fall below 
the current minimum amount required, which current minimum amount required 
shall be Three Hundred Sixty Four Million Five Hundred Eighty Two Thousand 
Eight Hundred Dollars ($364,582,800), with such current minimum amount 
required to be (a) positively increased by the Increase Amount on April 30, 
1998, and by an additional Increase Amount on the last day of each fiscal 
quarter thereafter, and (b) decreased by the total amount of the 
Acquisition Charges (after taxes) taken, for accounting purposes, to date.  
As used herein, the term "Increase Amount" shall mean an amount equal to 
(i) fifty percent (50%) of the positive Consolidated Net Earnings of the 
Companies for the fiscal quarter then ended, plus (ii) one hundred percent 
(100%) of the proceeds from any equity offering.

                             -29-

SECTION 5.8.    BORROWING.   No Company shall create, incur or have 
outstanding any obligation for borrowed money or any Indebtedness of any 
kind; provided, that this Section shall not apply to (a) the Loans; (b) any 
loans or other forms of Indebtedness granted to a Company pursuant to any 
other agreement now or hereafter in effect so long as the aggregate 
principal amount of all such loans to all Companies does not exceed, at any 
one time outstanding, the lesser of (i) ten percent (10%) of the 
Consolidated Net Worth of the Companies (based upon the financial 
statements of the Companies for the most recently completed fiscal 
quarter), or (ii) Fifty Million Dollars ($50,000,000) (the current amounts 
of such indebtedness is set forth in Schedule 5.8 hereto); (c) loans to a 
Company from a Company so long as each such Company is Borrower or a 
Guarantor of Payment; or (d) a Private Placement.

SECTION 5.9.    LIENS.  No Company shall create, assume or suffer to 
exist any Lien upon any of its property (real or personal) or assets, 
whether now owned or hereafter acquired; provided that this Section shall 
not apply to the following:

(a)     Liens for taxes not yet due or which are being actively contested 
in good faith by appropriate proceedings and for which adequate reserves 
have been established in accordance with GAAP;

(b)     other statutory Liens incidental to the conduct of its business 
or the ownership of its property and assets which (i) were not incurred in 
connection with the borrowing of money or the obtaining of advances or 
credit, and (ii) which do not in the aggregate materially detract from the 
value of its property or assets or materially impair the use thereof in the 
operation of its business;

(c)     Liens on property or assets of a Subsidiary to secure obligations 
of such Subsidiary to Borrower or a Guarantor of Payment;

(d)     any purchase money Lien on fixed assets of a Company securing 
loans or other Indebtedness pursuant to Section 5.8 (b) hereof, provided 
that such Lien only attaches to the property being acquired;

(e)     the Liens set forth on Schedule 5.9 hereto; 

(f)     easements or other minor defects or irregularities in title of 
real property not interfering in any material respect with the use of such 
property in the business of any Company; or

(g)     any other Liens on assets of a Company so long as all such Liens 
for all such Companies do not secure an aggregate amount in excess of 
Twenty Million Dollars ($20,000,000) at any one time outstanding.

                             -30-

No Company shall enter into any contract or agreement which would prohibit 
Agent or the Banks from acquiring a security interest, mortgage or other 
Lien on, or a collateral assignment of, any of the property or assets of 
Borrower and/or any of  its Subsidiaries.

SECTION 5.10.   REGULATIONS U and X.  No Company shall take any action 
that would result in any non-compliance of the Loans with Regulations U and 
X of the Board of Governors of the Federal Reserve System.

SECTION 5.11.   INVESTMENTS AND LOANS.  No Company shall (a) create, 
acquire or hold any Subsidiary, (b) make or hold any investment in any 
stocks, bonds or securities of any kind, (c) be or become a party to any 
joint venture or other partnership without the prior written consent of 
Agent and the Majority Banks, (d) make or keep outstanding any advance or 
loan to any Person, or (e) be or become a Guarantor of any kind, except 
guarantees securing only indebtedness of the Companies incurred or 
permitted pursuant to this Agreement; provided, that this Section shall not 
apply to: 

(i)     any endorsement of a check or other medium of payment for deposit 
or collection through normal banking channels or similar transaction in the 
normal course of business;

(ii)    any investment in direct obligations of the United States of 
America or the Canadian government or in certificates of deposit issued by 
a member bank of the Federal Reserve System;

(iii)any investment in commercial paper or securities which at the 
time of such investment is assigned the highest quality rating in 
accordance with the rating systems employed by either Moody's or Standard & 
Poor's;

(iv)    any repurchase agreement with or through Agent or any other FDIC 
insured institution with which such Company has deposits;

(v)     the holding of Subsidiaries listed on Schedule 6.1 hereto;

(vi)    loans to a Company from a Company so long as each such Company is 
Borrower or a Guarantor of Payment; 

(vii)any guaranty of the Indebtedness permitted pursuant to Section 
5.8(b) hereof;

(viii)any advance or loan to an officer or employee of a Company, so 
long as all such advances and loans from all Companies aggregate not more 
than the maximum principal sum of Fifteen Million Dollars ($15,000,000) at 
any one (1) time outstanding.

(ix)    any Permitted Investment; 

                             -31-

(x)     the holding of any stock which has been acquired pursuant to an 
Acquisition permitted pursuant to Section 5.13 hereof;

(xi)    the creation of a Subsidiary for the purpose of making an 
Acquisition permitted pursuant to Section 5.13 hereof, so long as such 
Subsidiary becomes a Guarantor of Payment promptly following such 
Acquisition; or 

(xii)the holding of any Subsidiary as a result of an Acquisition made 
pursuant to Section 5.13 hereof so long as such Subsidiary becomes a 
Guarantor of Payment promptly following such Acquisition.

SECTION 5.12.   MERGER AND SALE OF ASSETS.  No Company shall merge or 
consolidate with any other corporation or sell, lease or transfer or 
otherwise dispose of all or a substantial part of its assets to any person 
or entity, except that if no Unmatured Event of Default or Event of Default 
shall then exist or immediately thereafter shall begin to exist:

(a)     any Subsidiary may merge with (i) Borrower (provided that 
Borrower shall be the continuing or surviving corporation) or (ii) any one 
(1) or more Guarantors of Payment, provided that either (A) the continuing 
or surviving corporation shall be a Wholly-Owned Subsidiary which is a 
Guarantor of Payment, or (B) after giving effect to any merger pursuant to 
this sub-clause (ii), Borrower and/or one or more Wholly-Owned Subsidiaries 
which are Guarantors of Payment shall own not less than the same percentage 
of the outstanding Voting Power of the continuing or surviving corporation 
as Borrower and/or one or more Wholly-Owned Subsidiaries (which are 
Guarantors of Payment) owned of the merged Subsidiary immediately prior to 
such merger;

(b)     any Subsidiary may sell, lease, transfer or otherwise dispose of 
any of its assets to (i) Borrower, (ii) any Wholly-Owned Subsidiary which 
is a Guarantor of Payment, or (iii) any Guarantor of Payment, of which 
Borrower and/or one or more Wholly-Owned Subsidiaries, which are Guarantors 
of Payment, shall own not less than the same percentage of Voting Power as 
Borrower and/or one or more Wholly-Owned Subsidiaries (which are Guarantors 
of Payment) then own of the Subsidiary making such sale, lease, transfer or 
other disposition; 

(c)     any Company may engage in any such conduct in connection with an 
Acquisition permitted pursuant to Section 5.13 hereof so long as the 
resulting Person is either Borrower or a Guarantor of Payment;

(d)     the Companies may make timber sales in the ordinary course of 
business consistent with past practice, and may dispose of assets in 
connection with corporate restructuring associated with the Sonoco 
Acquisition; or

(e)     in addition to the sale of assets permitted pursuant to items 
(b), (c) and (d) hereof, the Companies may sell any other assets so long as 
all such sales of assets do not exceed the aggregate amount, for all 

                             -32-

Companies during any fiscal year, of Twenty Five Million Dollars 
($25,000,000).

SECTION 5.13.   ACQUISITIONS.  No Company shall effect an Acquisition 
unless (a) the transaction qualifies as a Permitted Investment; or (b) (i) 
the Person that acquires the assets, stock or other equity interests that 
are the subject of the Acquisition or, if applicable, is the surviving 
entity of the merger, consolidation or combination associated with the 
Acquisition, is Borrower or a Subsidiary that is, or promptly following 
such Acquisition becomes, a Guarantor of Payment; (ii) the business 
acquired by virtue of the Acquisition is reasonably related to a line of 
business then being engaged in by one (1) or more of the Companies; (iii) 
the Companies are in full compliance with the Loan Documents both prior to 
and subsequent to the transaction; and (iv) Borrower provides to Agent and 
the Banks, at least twenty (20) days prior to such Acquisition, written 
notice of such Acquisition, and, in addition, in the case of any 
Acquisition for Consideration in excess of  Ten Million Dollars 
($10,000,000), historical financial statements of the target entity and a 
pro forma financial statement of the Companies accompanied by a certificate 
of a Financial Officer of Borrower showing pro forma compliance with 
Section 5.7 hereof, both before and after the proposed Acquisition.

SECTION 5.14.   NOTICE.  Borrower shall cause a Financial Officer of 
Borrower to promptly notify Agent and the Banks whenever any Unmatured 
Event of Default or Event of Default may occur hereunder or any other 
representation or warranty made in Article VI hereof or elsewhere in this 
Agreement or in any Related Writing may for any reason cease in any 
material respect to be true and complete.

SECTION 5.15.   ENVIRONMENTAL COMPLIANCE.  Each Company shall comply in 
all respects with any and all Environmental Laws including, without 
limitation, all Environmental Laws in jurisdictions in which any Company 
owns or operates a facility or site, arranges for disposal or treatment of 
hazardous substances, solid waste or other wastes, accepts for transport 
any hazardous substances, solid waste or other wastes or holds any interest 
in real property or otherwise, except where the failure to do so will not 
cause or result in a Material Adverse Effect. Borrower shall furnish to the 
Banks promptly after receipt thereof a copy of any notice any Company may 
receive from any governmental authority, private person or entity or 
otherwise that any material litigation or proceeding pertaining to any 
environmental, health or safety matter has been filed or is threatened 
against such Company, any real property in which such Company holds any 
interest or any past or present operation of such Company. No Company shall 
allow the release or disposal of hazardous waste, solid waste or other 
wastes on, under or to any real property in which any Company holds any 
interest or performs any of its operations, in violation of any 
Environmental Law, except where the failure to do so will not cause or 
result in a Material Adverse Effect. As used in this Section, "litigation 
or proceeding" means any demand, claim, notice, suit, suit in equity 
action, administrative action, investigation or inquiry whether brought by 
any governmental authority, private person or entity or otherwise. Borrower 
shall defend, indemnify and hold Agent and the Banks harmless against all 
costs, expenses, claims, damages, penalties and liabilities of every kind 
or nature whatsoever (including attorneys fees) arising out of or resulting 
from the noncompliance of any Company with any Environmental Law.

                             -33-

SECTION 5.16.   AFFILIATE TRANSACTIONS.  No Company shall, or shall 
permit any Subsidiary to, directly or indirectly, enter into or permit to 
exist any transaction (including, without limitation, the purchase, sale, 
lease or exchange of any property or the rendering of any service) with any 
Affiliate (as defined below) of a Company on terms that are less favorable 
to such Company or such Subsidiary, as the case may be, than those that 
might be obtained at the time in a transaction with a non-Affiliate; 
provided, however, that the foregoing shall not prohibit (a) the payment of 
customary and reasonable directors' fees to directors who are not employees 
of a Company or any Affiliate of a Company; or (b) any transaction between 
a Company and an Affiliate (if Borrower or a Guarantor of Payment) which 
Borrower reasonably determines in good faith is beneficial to Borrower and 
its Affiliates as a whole and which is not entered into for the purpose of 
hindering the exercise by Agent or the Banks of their rights or remedies 
under this Agreement.  For purposes of this provision,"Affiliate" shall 
mean any person or entity, directly or indirectly, controlling, controlled 
by or under common control with a Company and "control" (including the 
correlative meanings, the terms "controlling", "controlled by" and "under 
common control with") means the possession, directly or indirectly, of the 
power to direct or cause the direction of the management and policies of a 
Company, whether through the ownership of voting securities, by contract or 
otherwise.

SECTION 5.17.   CORPORATE NAMES.   No Company shall change its 
corporate name, unless, in each case, Borrower shall provide each Bank with 
thirty (30) days prior written notice thereof.  
   
SECTION 5.18.   SUBSIDIARY GUARANTIES.   Each Subsidiary of a Company, 
created, acquired or held subsequent to the Closing Date, shall promptly 
execute and deliver to Agent a Guaranty of Payment, in substantially the 
same form as is executed by Virginia Fibre Corporation or in such other 
form as is acceptable to Agent and the Majority Banks, along with such 
corporate governance and authorization documents and an opinion of counsel 
as may be deemed necessary or advisable by Agent; provided, however, that a 
Subsidiary shall not be required to execute such Guaranty of Payment if: 
(a) (i) the total assets of such Subsidiary are less than Five Hundred 
Thousand Dollars ($500,000), and (ii) the aggregate of the total assets of 
all such Subsidiaries with total asset values of less than Five Hundred 
Thousand Dollars ($500,000) does not exceed the aggregate amount of Seven 
Hundred Fifty Thousand Dollars ($750,000), or (b) such Subsidiary is 
organized outside of the United States.  In the event that the total assets 
of any domestic Subsidiary which is not a Guarantor of Payment are at any 
time equal to or greater than Five Hundred Thousand Dollars ($500,000), 
Borrower shall provide Agent and the Banks with prompt written notice of 
such asset value.

SECTION 5.19.   OTHER COVENANTS.  In the event that Borrower shall 
enter into any other contract or agreement for the borrowing of money in 
excess of the aggregate amount of Five Million Dollars ($5,000,000), 
wherein the covenants and agreements contained therein are more restrictive

                             -34-

than the covenants set forth herein, then the Company shall be bound 
hereunder by such covenants and agreements with the same force and effect 
as if such covenants and agreements were written herein.  

        ARTICLE VI.  REPRESENTATIONS AND  WARRANTIES

Borrower represents and warrants that the statements set forth in this 
Article VI are true, correct and complete.

SECTION 6.1.    CORPORATE EXISTENCE; SUBSIDIARIES; FOREIGN 
QUALIFICATION.  Each Company is a corporation duly organized, validly 
existing, and in good standing under the laws of its state of incorporation 
and is duly qualified and authorized to do business and is in good standing 
as a foreign corporation in the jurisdictions set forth opposite its name 
on Schedule 6.1 hereto, which are all of the states or jurisdictions where 
the character of its property or its business activities, as of the Closing 
Date, makes such qualification necessary, except where the failure to so 
qualify will not cause or result in a Material Adverse Effect.  Schedule 
6.1 sets forth each Subsidiary of Borrower, its state of incorporation, the 
location of its chief executive offices and its principal place of business 
as of the Closing Date.  Borrower owns, directly or indirectly, all of the 
capital stock of each of its Subsidiaries.

SECTION 6.2.    CORPORATE AUTHORITY.  Borrower has the right and power 
and is duly authorized and empowered to enter into, execute, deliver the 
Loan Documents to which it is a party and to perform and observe the 
provisions of the Loan Documents.  The Loan Documents to which Borrower is 
a party have been duly authorized and approved by Borrower's Board of 
Directors and are the valid and binding obligations of Borrower, 
enforceable against Borrower in accordance with their respective terms.  
The execution, delivery and performance of the Loan Documents will not 
conflict with nor result in any breach in any of the provisions of, or 
constitute a default under, or result in the creation of any Lien (other 
than Liens permitted under Section 5.9 of this Agreement) upon any assets 
or property of Borrower under the provisions of, Borrower's Articles (or 
Certificate) of Incorporation, Bylaws (or Regulations) or any agreement.

SECTION 6.3.    COMPLIANCE WITH LAWS.  

(a)     Each Company holds permits, certificates, licenses, orders, 
registrations, franchises, authorizations, and other approvals from 
federal, state, local, and foreign governmental and regulatory bodies 
necessary for the conduct of its business; 

(b)     Each Company is in compliance with all federal, state, local, or 
foreign applicable statutes, rules, regulations, and orders including, 
without limitation, those relating to environmental protection, 
occupational safety and health, and equal employment practices except in 
those instances, if any, where a failure of compliance will not cause or 
result in a Material Adverse Effect; and

                             -35-

(c)     No Company is in violation of or in default under any material 
agreement to which it is a party or by which its assets are subject or 
bound, which violation or default has caused or will result in a Material 
Adverse Effect.

SECTION 6.4.    LITIGATION AND ADMINISTRATIVE PROCEEDINGS.  Except as 
disclosed on Schedule 6.4 hereto, there are (a) no lawsuits, actions, 
investigations, or other proceedings pending or threatened against Borrower 
or any of its Subsidiaries, or in respect of which Borrower or any of its 
Subsidiaries may have any liability, in any court or before any 
governmental authority, arbitration board, or other tribunal, (b) no 
orders, writs, injunctions, judgments, or decrees of any court or 
government agency or instrumentality to which any Company is a party or by 
which the property or assets of any Company are bound and (c) no 
grievances, disputes, or controversies outstanding with any union or other 
organization of the employees of any Company, or threats of work stoppage, 
strike, or pending demands for collective bargaining, which, as to 
subsections (a) through (c) hereof, would have or would be reasonably 
expected to have a Material Adverse Effect. 

SECTION 6.5.    TITLE TO ASSETS.  Each Company has good title to and 
ownership of all property it purports to own, which property is free and 
clear of all Liens, except those permitted under Section 5.9 hereof.  
Schedule 6.5 hereto sets forth all real property owned by each Company as 
of the Closing Date.

SECTION 6.6.    LIENS AND SECURITY INTERESTS.  On and after the Closing 
Date, except for Liens permitted pursuant to Section 5.9 hereof, (a) there 
is no financing statement outstanding covering any personal property of any 
Company, other than a financing statement in favor of Agent on behalf of 
the Banks, if any;  (b) there is no mortgage outstanding covering any real 
property of any Company, other than a mortgage in favor of Agent on behalf 
of the Banks, if any; and (c) no real or personal property of any Company 
is subject to any security interest or Lien of any kind other than any 
security interest or Lien which may be granted to Agent on behalf of the 
Banks.  On and after the Closing Date, no Company has entered into any 
contract or agreement which would prohibit Agent or the Banks from 
acquiring a security interest, mortgage or other Lien on, or a collateral 
assignment of, any of the property or assets of Borrower and/or any of  its 
Subsidiaries which are not encumbered by Liens permitted under Section 5.9 
hereof. 

SECTION 6.7.    TAX RETURNS.  All federal, state and local tax returns 
and other reports required by law to be filed in respect of the income, 
business, properties and employees of Borrower have been filed and all 
taxes, assessments, fees and other governmental charges which are due and 
payable have been paid, except as otherwise permitted herein or the failure 
to do so does not and will not cause or result in a Material Adverse 
Effect.  The provision for taxes on the books of Borrower is adequate for 
all years not closed by applicable statutes and for the current fiscal 
year.

                             -36-

SECTION 6.8.    ENVIRONMENTAL LAWS.  Except as set forth on Schedule 
6.8 hereto, (a) each Company is in compliance with any and all 
Environmental Laws (except where the failure to so comply would have or 
would not reasonably be expected to have a Material Adverse Effect), 
including, without limitation, all Environmental Laws in all jurisdictions 
in which any Company owns or operates, or has owned or operated, a facility 
or site, arranges or has arranged for disposal or treatment of hazardous 
substances, solid waste or other wastes, accepts or has accepted for 
transport any hazardous substances, solid waste or other wastes or holds or 
has held any interest in real property or otherwise, and  (b) no litigation 
or proceeding arising under, relating to or in connection with any 
Environmental Law is pending or, to the best of their knowledge, threatened 
against any Company, any real property in which any Company holds or has 
held an interest or any past or present operation of any Company which, if 
adversely decided, would have a Material Adverse Effect. No release, 
threatened release or disposal of hazardous waste, solid waste or other 
wastes is occurring, or has occurred (other than those that are being 
cleaned up in accordance with Environmental Laws), on, under or to any real 
property in which any Company holds any interest or performs any of its 
operations, in violation of any Environmental Law. As used in this Section, 
"litigation or proceeding" means any demand, claim, notice, suit, suit in 
equity, action, administrative action, investigation or inquiry whether 
brought by any governmental authority, private person or entity or 
otherwise.

SECTION 6.9.    CONTINUED BUSINESS.  Except with respect to the 
consolidations and adjustments with respect to the Sonoco Acquisition, 
there exists no actual, pending, or, to Borrower's knowledge, any 
threatened termination, cancellation or limitation of, or any modification 
or change in the business relationship of any Company and any customer or 
supplier, or any group of customers or suppliers, whose purchases or 
supplies, individually or in the aggregate, are material to the business of 
the Companies taken as a whole, and there exists no present condition or 
state of facts or circumstances which would have a Material Adverse Effect 
on the Companies' ability to conduct such business or the transactions 
contemplated by this Agreement in substantially the same manner as 
theretofore conducted.

SECTION 6.10.   EMPLOYEE BENEFITS PLANS.  Schedule 6.10 hereto 
identifies each ERISA Plan.  No ERISA Event has occurred or is expected to 
occur with respect to an ERISA Plan.  Full payment has been made of all 
amounts which a Controlled Group member is required, under applicable law 
or under the governing documents, to have been paid as a contribution to or 
a benefit under each ERISA Plan.  The liability of each Controlled Group 
member with respect to each ERISA Plan has been fully funded based upon 
reasonable and proper actuarial assumptions, has been fully insured, or has 
been fully reserved for on its financial statements.  Except for the 
changes resulting from the Sonoco Acquisition, no changes have occurred or 
are expected to occur that would cause a material increase in the cost of 
providing benefits under the ERISA Plan.  With respect to each ERISA Plan 
that is intended to be qualified under Code Section 401(a):  (a) the ERISA 
Plan and any associated trust operationally comply with the applicable 
requirements of Code Section 401(a), (b) the ERISA Plan and any associated 
trust have been amended to comply with all such requirements as currently 
in effect, other than those requirements for which a retroactive amendment 
can be made within the "remedial amendment period" available under Code 

                             -37-

Section 401(b) (as extended under Treasury Regulations and other Treasury 
pronouncements upon which taxpayers may rely), (c) the ERISA Plan and any 
associated trust have received a favorable determination letter, or is in 
the process of getting such a letter, from the Internal Revenue Service 
stating that the ERISA Plan qualifies under Code Section 401(a), that the 
associated trust qualifies under Code Section 501(a) and, if applicable, 
that any cash or deferred arrangement under the ERISA Plan qualifies under 
Code Section 401(k), unless the ERISA Plan was first adopted at a time for 
which the above-described "remedial amendment period" has not yet expired, 
(d) the ERISA Plan currently satisfies the requirements of Code Section 
410(b), without regard to any retroactive amendment that may be made within 
the above-described "remedial amendment period", and (e) no contribution 
made to the ERISA Plan is subject to an excise tax under Code Section 4972.  
With respect to any Pension Plan, the "accumulated benefit obligation" of 
Controlled Group members with respect to the Pension Plan (as determined in 
accordance with Statement of Accounting Standards No. 87, "Employers' 
Accounting for Pensions") does not exceed the fair market value of Pension 
Plan assets.  The aggregate potential amount of liability that would result 
if all Controlled Group members withdrew from all Multiemployer Plans in a 
"complete withdrawal" (within the meaning of ERISA Section 4203) would not 
exceed Five Million Dollars ($5,000,0000).

SECTION 6.11.   CONSENTS OR APPROVALS.  No consent, approval or 
authorization of, or filing, registration or qualification with, any 
governmental authority or any other Person is required to be obtained or 
completed by Borrower in connection with the execution, delivery or 
performance of any of the Loan Documents, which has not already been 
obtained or completed.

SECTION 6.12.   SOLVENCY.  Borrower has received consideration which is 
the reasonable equivalent value of the obligations and liabilities that 
Borrower has incurred to the Banks. Borrower is not insolvent as defined in 
any applicable state or federal statute, nor will Borrower be rendered 
insolvent by the execution and delivery of the Loan Documents to Agent and 
the Banks. Borrower is not engaged or about to engage in any business or 
transaction for which the assets retained by it are or will be an 
unreasonably small amount of capital, taking into consideration the 
obligations to Agent and the Banks incurred hereunder. Borrower does not 
intend to, nor does it believe that it will, incur debts beyond its ability 
to pay them as they mature.

SECTION 6.13.   FINANCIAL STATEMENTS.  The audited Consolidated 
financial statements of the Companies for the fiscal year ended October 31, 
1997 and the interim financial statements of the Companies for the period 
ended January 31, 1998, furnished to Agent and the Banks, are true and 
complete, have been prepared in accordance with GAAP, and each fairly 
presents the Companies' financial condition as of the date thereof and the 
results of the Companies' operations for the period then ending.  Since the 
dates of such statements, there has been no material adverse change in any 
Company's financial condition, properties or business nor any change in any 
Company's accounting procedures.  

                             -38-

SECTION 6.14.   REGULATIONS.  Borrower is not engaged principally or as 
one of its important activities, in the business of extending credit for 
the purpose of purchasing or carrying any "margin stock" (within the 
meaning of Regulation U of the Board of Governors of the Federal Reserve 
System of the United States of America). Neither the granting of any Loans 
(or any conversion thereof) nor the use of the proceeds of the Loans will 
violate, or be inconsistent with, the provisions of Regulation U or X of 
said Board of Governors.

SECTION 6.15.   MATERIAL AGREEMENTS.  Except as disclosed on Schedule 
6.15 hereto, neither Borrower nor any of its Subsidiaries is a party to any 
(a) debt instrument; (b) lease (capital, operating or otherwise), whether 
as lessee or lessor thereunder; (c) contract, commitment, agreement, or 
other arrangement involving the purchase or sale of any inventory by it, or 
the license of any right to or by it; (d) contract, commitment, agreement, 
or other arrangement with any of its "Affiliates" (as such term is defined 
in the Securities Exchange Act of 1934, as amended); (e) management or 
employment contract or contract for personal services with any of its 
Affiliates which is not otherwise terminable at will or on less than ninety 
(90) days' notice without liability; (f) collective bargaining agreement; 
or (g) other contract, agreement, understanding, or arrangement which, as 
to subsections (a) through (g), above, if violated, breached, or terminated 
for any reason, would have or would be reasonably expected to have a 
Material Adverse Effect.

SECTION 6.16.   INTELLECTUAL PROPERTY.  Each Company owns, possesses, 
or has the right to use all the patents, patent applications, trademarks, 
service marks, copyrights, licenses, and rights with respect to the 
foregoing necessary for the conduct of its business without any known 
conflict with the rights of others, except where the failure to do so would 
not result in a Material Adverse Effect.

SECTION 6.17.   INSURANCE.  Each Company maintains with financially 
sound and reputable insurers insurance with coverage and limits as required 
by law and as is customary with persons engaged in the same businesses as 
the Companies.

SECTION 6.18.   ACCURATE AND COMPLETE STATEMENTS.  Neither the Loan 
Documents nor any written statement made by any Company in connection with 
any of the Loan Documents contains any untrue statement of a material fact.  
After due inquiry by Borrower, there is no known fact which any Company has 
not disclosed to Agent and the Banks which would have a Material Adverse 
Effect.

SECTION 6.19.   DEFAULTS.  No Unmatured Event of Default or Event of 
Default exists hereunder, nor will any begin to exist immediately after the 
execution and delivery hereof.

                             -39-

        ARTICLE VII.   EVENTS OF DEFAULT

Each of the following shall constitute an Event of Default hereunder:

SECTION 7.1.    PAYMENTS.  If the principal of any Note shall not be 
paid in full when due and payable or the interest on any Note or any 
facility or other fee shall not be paid in full when due and payable or 
within five (5) Business Days thereafter.

SECTION 7.2.    SPECIAL COVENANTS.  If any Company or any Obligor shall 
fail or omit to perform and observe Sections 5.7, 5.8, 5.9, 5.11, 5.12 or 
5.13 hereof.

SECTION 7.3.    OTHER COVENANTS.  If  any Company or any Obligor shall 
fail or omit to perform and observe any agreement or other provision (other 
than those referred to in Sections 7.1 or 7.2 hereof) contained or referred 
to in this Agreement or any Related Writing that is on such Company's or 
Obligor's part, as the case may be, to be complied with, and that Unmatured 
Event of Default shall not have been fully corrected within thirty (30) 
days after the giving of written notice thereof to Borrower by Agent or any 
Bank that the specified Unmatured Event of Default is to be remedied.

SECTION 7.4.    REPRESENTATIONS AND WARRANTIES.  If any representation, 
warranty or statement made in or pursuant to this Agreement or any Related 
Writing or any other material information furnished by any Company or any 
Obligor to the Banks or any thereof or any other holder of any Note, shall 
be false or erroneous.

SECTION 7.5.    CROSS DEFAULT.  If any Company or any Obligor shall 
default in the payment of principal or interest due and owing upon any 
other obligation for borrowed money in excess of the aggregate, for all 
such obligations, of Five Million Dollars ($5,000,000), beyond any period 
of grace provided with respect thereto or in the performance or observance 
of any other agreement, term or condition contained in any agreement under 
which such obligation is created, if the effect of such default is to allow 
the acceleration of the maturity of such indebtedness or to permit the 
holder thereof to cause such indebtedness to become due prior to its stated 
maturity.

SECTION 7.6.    ERISA DEFAULT.  The occurrence of one or more ERISA 
Events which (a) the Majority Banks determine could have a Material Adverse 
Effect, or (b) results in a Lien on any of the assets of any Company in 
excess, for all such Liens, of Five Hundred Thousand Dollars ($500,000).

SECTION 7.7.    CHANGE IN CONTROL.  If any Change in Control shall 
occur.

SECTION 7.8.    MONEY JUDGMENT.  A final judgment or order for the 
payment of money shall be rendered against any Company or any Obligor by a 
court of competent jurisdiction, which remains unpaid or unstayed and 
undischarged for a period (during which execution shall not be effectively

                             -40-

stayed) of thirty (30) days after the date on which the right to appeal has 
expired, provided that the aggregate of all such judgments shall exceed 
Five Million Dollars ($5,000,000).

SECTION 7.9.    VALIDITY OF LOAN DOCUMENTS.  (a) Any material 
provision, in the reasonable opinion of Agent, of any Loan Document shall 
at any time for any reason cease to be valid and binding and enforceable 
against Borrower or any Guarantor of Payment; (b) the validity, binding 
effect or enforceability of any Loan Document against Borrower or any 
Guarantor shall be contested by any Company or any other Obligor; (c) 
Borrower or any Guarantor of Payment shall deny that it has any or further 
liability or obligation thereunder; or (d) any Loan Document shall be 
terminated, invalidated or set aside, or be declared ineffective or 
inoperative or in any way cease to give or provide to Agent and the Banks 
the benefits purported to be created thereby.

SECTION 7.10.   SOLVENCY.  If any Company or any Obligor shall 
(a) discontinue business (except as specifically permitted pursuant to the 
terms of this Agreement), (b) generally not pay its debts as such debts 
become due, (c) make a general assignment for the benefit of creditors, 
(d) apply for or consent to the appointment of a receiver, a custodian, a 
trustee, an interim trustee or liquidator of all or a substantial part of 
its assets, (e) be adjudicated a debtor or have entered against it an order 
for relief under Title 11 of the United States Code, as the same may be 
amended from time to time, (f) file a voluntary petition in bankruptcy or 
file a petition or an answer seeking reorganization or an arrangement with 
creditors or seeking to take advantage of any other law (whether federal or 
state) relating to relief of debtors, or admit (by answer, by default or 
otherwise) the material allegations of a petition filed against it in any 
bankruptcy, reorganization, insolvency or other proceeding (whether federal 
or state) relating to relief of debtors, (g) suffer or permit to continue 
unstayed and in effect for thirty (30) consecutive days any judgment, 
decree or order entered by a court of competent jurisdiction, which 
approves a petition seeking its reorganization or appoints a receiver, 
custodian, trustee, interim trustee or liquidator of all or a substantial 
part of its assets, or (h) take, or omit to take, any action in order 
thereby to effect any of the foregoing.

        ARTICLE VIII.   REMEDIES UPON DEFAULT

Notwithstanding any contrary provision or inference herein or 
elsewhere,

SECTION 8.1.    OPTIONAL DEFAULTS.  If any Event of Default referred to 
in Section 7.1, 7.2., 7.3, 7.4, 7.5, 7.6, 7.7, 7.8 or 7.9 hereof shall 
occur, the Majority Banks shall have the right in their discretion, by 
directing Agent, on behalf of the Banks, to give written notice to 
Borrower, to:

(a)     terminate the Commitment and the credits hereby established, if 
not theretofore terminated, and, immediately upon such election, the 

                             -41-

obligations of Banks, and each thereof, to make any further Loan or Loans 
and the obligation of Agent to issue any Letter of Credit hereunder  
immediately shall be terminated, and/or

(b)     accelerate the maturity of all of the Debt (if it be not already 
due and payable), whereupon all of the Debt shall become and thereafter be 
immediately due and payable in full without any presentment or demand and 
without any further or other notice of any kind, all of which are hereby 
waived by Borrower.

SECTION 8.2.    AUTOMATIC DEFAULTS.  If any Event of Default referred 
to in Section 7.10 hereof shall occur:

(a)     all of the Commitment and the credits hereby established shall 
automatically and immediately terminate, if not theretofore terminated, and 
no Bank thereafter shall be under any obligation to grant any further Loan 
or Loans hereunder, nor shall Agent be obligated to issue any Letter of 
Credit hereunder, and

(b)     the principal of and interest on any Notes then outstanding, and 
all of the Debt to the Banks, shall thereupon become and thereafter be 
immediately due and payable in full (if it be not already due and payable), 
all without any presentment, demand or notice of any kind, which are hereby 
waived by Borrower.

SECTION 8.3.    LETTERS OF CREDIT.  If the maturity of the Notes is 
accelerated pursuant to Sections 8.1 or 8.2 hereof, Borrower shall 
immediately deposit with Agent, as security for Borrower's and any 
Guarantor of Payment's obligations to reimburse Agent and the Banks for any 
then outstanding Letters of Credit, cash equal to the sum of the aggregate 
undrawn balance of any then outstanding Letters of Credit.  Agent and the 
Banks are hereby authorized, at their option, to deduct any and all such 
amounts from any deposit balances then owing by any Bank to or for the 
credit or account of any Company, as security for Borrower's and any 
Guarantor of Payment's obligations to reimburse Agent and the Banks for any 
then outstanding Letters of Credit.

SECTION 8.4.    OFFSETS.  If there shall occur or exist any Event of 
Default referred to in Section 7.10 hereof or if the maturity of the Notes 
is accelerated pursuant to Section 8.1 or 8.2 hereof, each Bank shall have 
the right at any time to set off against, and to appropriate and apply 
toward the payment of, any and all Debt then owing by Borrower to that Bank 
(including, without limitation, any participation purchased or to be 
purchased pursuant to Section 8.5 hereof), whether or not the same shall 
then have matured, any and all deposit balances and all other indebtedness 
then held or owing by that Bank to or for the credit or account of 
Borrower, all without notice to or demand upon Borrower or any other 
person, all such notices and demands being hereby expressly waived by 
Borrower.

SECTION 8.5.    EQUALIZATION PROVISION.  Each Bank agrees with the 
other Banks that if it, at any time, shall obtain any Advantage over the 
other Banks or any thereof in respect of the Debt (except under Article III 

                             -42-

hereof), it shall purchase from the other Banks, for cash and at par, such 
additional participation in the Debt as shall be necessary to nullify the 
Advantage. If any such Advantage resulting in the purchase of an additional 
participation as aforesaid shall be recovered in whole or in part from the 
Bank receiving the Advantage, each such purchase shall be rescinded, and 
the purchase price restored (but without interest unless the Bank receiving 
the Advantage is required to pay interest on the Advantage to the person 
recovering the Advantage from such Bank) ratably to the extent of the 
recovery.  Each Bank further agrees with the other Banks that if it at any 
time shall receive any payment for or on behalf of Borrower on any 
indebtedness owing by Borrower to that Bank by reason of offset of any 
deposit or other indebtedness, it will apply such payment first to any and 
all indebtedness owing by Borrower to that Bank pursuant to this Agreement 
(including, without limitation, any participation purchased or to be 
purchased pursuant to this Section or any other Section of this Agreement).  
Borrower agrees that any Bank so purchasing a participation from the other 
Banks or any thereof pursuant to this Section may exercise all its rights 
of payment (including the right of set-off) with respect to such 
participation as fully as if such Bank was a direct creditor of Borrower in 
the amount of such participation.

        ARTICLE IX.   THE AGENT

The Banks authorize KeyBank National Association and KeyBank National 
Association hereby agrees to act as agent for the Banks in respect of this 
Agreement upon the terms and conditions set forth elsewhere in this 
Agreement, and upon the following terms and conditions:

SECTION 9.1.    APPOINTMENT AND AUTHORIZATION.  Each Bank hereby 
irrevocably appoints and authorizes Agent to take such action as agent on 
its behalf and to exercise such powers hereunder as are delegated to Agent 
by the terms hereof, together with such powers as are reasonably incidental 
thereto. Neither Agent nor any of its directors, officers, attorneys or 
employees shall be liable for any action taken or omitted to be taken by it 
or them hereunder or in connection herewith, except for its or their own 
gross negligence or willful misconduct.

SECTION 9.2.    NOTE HOLDERS.  Agent may treat the payee of any Note as 
the holder thereof until written notice of transfer shall have been filed 
with it, signed by such payee and in form satisfactory to Agent.

SECTION 9.3.    CONSULTATION WITH COUNSEL.  Agent may consult with 
legal counsel selected by it and shall not be liable for any action taken 
or suffered in good faith by it in accordance with the opinion of such 
counsel.

SECTION 9.4.    DOCUMENTS.  Agent shall not be under any duty to 
examine into or pass upon the validity, effectiveness, genuineness or value 
of any Loan Documents or any other Related Writing furnished pursuant 
hereto or in connection herewith or the value of any collateral obtained

                             -43-

hereunder, and Agent shall be entitled to assume that the same are valid, 
effective and genuine and what they purport to be.

SECTION 9.5.    AGENT AND AFFILIATES.  With respect to the Loans, Agent 
shall have the same rights and powers hereunder as any other Bank and may 
exercise the same as though it were not Agent, and Agent and its affiliates 
may accept deposits from, lend money to and generally engage in any kind of 
business with any Company or affiliate thereof.

SECTION 9.6.    KNOWLEDGE OF DEFAULT.  It is expressly understood and 
agreed that Agent shall be entitled to assume that no Unmatured Event of 
Default or Event of Default has occurred and is continuing, unless Agent 
has been notified by a Bank in writing that such Bank believes that an 
Unmatured Event of Default or Event of Default has occurred and is 
continuing and specifying the nature thereof.

SECTION 9.7.    ACTION BY AGENT.  So long as Agent shall be entitled, 
pursuant to Section 9.6 hereof, to assume that no Unmatured Event of 
Default or Event of Default shall have occurred and be continuing, Agent 
shall be entitled to use its discretion with respect to exercising or 
refraining from exercising any rights which may be vested in it by, or with 
respect to taking or refraining from taking any action or actions which it 
may be able to take under or in respect of, this Agreement. Agent shall 
incur no liability under or in respect of this Agreement by acting upon any 
notice, certificate, warranty or other paper or instrument believed by it 
to be genuine or authentic or to be signed by the proper party or parties, 
or with respect to anything which it may do or refrain from doing in the 
reasonable exercise of its judgment, or which may seem to it to be 
necessary or desirable in the premises.

SECTION 9.8.    NOTICES, DEFAULT, ETC.  In the event that Agent shall 
have acquired actual knowledge of any Unmatured Event of Default, Agent 
shall promptly notify the Banks and shall take such action and assert such 
rights under this Agreement as the Majority Banks shall direct and Agent 
shall inform the other Banks in writing of the action taken. Agent may take 
such action and assert such rights as it deems to be advisable, in its 
discretion, for the protection of the interests of the holders of the 
Notes.

SECTION 9.9.    INDEMNIFICATION OF AGENT.  The Banks agree to indemnify 
Agent (to the extent not reimbursed by Borrower), ratably according to 
their respective Commitment Percentages from and against any and all 
liabilities, obligations, losses, damages, penalties, actions, judgments, 
suits, costs, expenses or disbursements of any kind or nature whatsoever 
which may be imposed on, incurred by or asserted against Agent in its 
capacity as agent in any way relating to or arising out of this Agreement 
or any Loan Document or any action taken or omitted by Agent with respect 
to this Agreement or any Loan Document, provided that no Bank shall be 
liable for any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses (including attorney 
fees) or disbursements resulting from Agent's gross negligence, willful 
misconduct or from any action taken or omitted by Agent in any capacity 
other than as agent under this Agreement.

                             -44-

SECTION 9.10.   SUCCESSOR AGENT.  Agent may resign as agent hereunder 
by giving not fewer than thirty (30) days' prior written notice to Borrower 
and the Banks.  If Agent shall resign under this Agreement, then either (a) 
the Majority Banks shall appoint from among the Banks a successor agent for 
the Banks (with the consent of Borrower so long as an Event of Default has 
not occurred and which consent shall not be unreasonably withheld), or (b) 
if a successor agent shall not be so appointed and approved within the 
thirty (30) day period following Agent's notice to the Banks of its 
resignation, then Agent shall appoint a successor agent who shall serve as 
agent until such time as the Majority Banks appoint a successor agent (with 
the consent of Borrower so long as an Event of Default has not occurred and 
which consent shall not be unreasonably withheld or delayed).  Upon its 
appointment, such successor agent shall succeed to the rights, powers and 
duties as agent, and the term "Agent" shall mean such successor effective 
upon its appointment, and the former agent's rights, powers and duties as 
agent shall be terminated without any other or further act or deed on the 
part of such former agent or any of the parties to this Agreement.

        ARTICLE X.   MISCELLANEOUS

SECTION 10.1.   BANKS' INDEPENDENT INVESTIGATION.  Each Bank, by its 
signature to this Agreement, acknowledges and agrees that Agent has made no 
representation or warranty, express or implied, with respect to the 
creditworthiness, financial condition, or any other condition of any 
Company or with respect to the statements contained in any information 
memorandum furnished in connection herewith or in any other oral or written 
communication between Agent and such Bank. Each Bank represents that it has 
made and shall continue to make its own independent investigation of the 
creditworthiness, financial condition and affairs of the Companies in 
connection with the extension of credit hereunder, and agrees that Agent 
has no duty or responsibility, either initially or on a continuing basis, 
to provide any Bank with any credit or other information with respect 
thereto (other than such notices as may be expressly required to be given 
by Agent to the Banks hereunder), whether coming into its possession before 
the granting of the first Loans hereunder or at any time or times 
thereafter.

SECTION 10.2.   NO WAIVER; CUMULATIVE REMEDIES.  No omission or course 
of dealing on the part of Agent, any Bank or the holder of any Note in 
exercising any right, power or remedy hereunder shall operate as a waiver 
thereof; nor shall any single or partial exercise of any such right, power 
or remedy preclude any other or further exercise thereof or the exercise of 
any other right, power or remedy hereunder. The remedies herein provided 
are cumulative and in addition to any other rights, powers or privileges 
held by operation of law, by contract or otherwise.

SECTION 10.3.   AMENDMENTS, CONSENTS.  No amendment, modification, 
termination, or waiver of any provision of any Loan Document nor consent to 
any variance therefrom, shall be effective unless the same shall be in 
writing and signed by the Majority Banks and then such waiver or consent 
shall be effective only in the specific instance and for the specific 

                             -45-

purpose for which given.  Anything herein to the contrary notwithstanding, 
unanimous consent of the Banks shall be required with respect to (a) any 
increase in the Commitment hereunder, (b) the extension of maturity of the 
Notes, the payment date of interest thereunder, or the payment of facility 
or other fees or amounts payable hereunder, (c) any reduction in the rate 
of interest on the Notes, or in any amount of principal or interest due on 
any Note, or the payment of facility or other fees hereunder or any change 
in the manner of pro rata application of any payments made by Borrower to 
the Banks hereunder,  (d) any change in any percentage voting requirement, 
voting rights, or the Majority Banks definition in this Agreement, (e) the 
release of any Guarantor of Payment, or (f) any amendment to this Section 
10.3 or Section 8.5 hereof.  Notice of amendments or consents ratified by 
the Banks hereunder shall immediately be forwarded by Borrower to all 
Banks. Each Bank or other holder of a Note shall be bound by any amendment, 
waiver or consent obtained as authorized by this Section, regardless of its 
failure to agree thereto.

SECTION 10.4.   NOTICES.  All notices, requests, demands and other 
communications provided for hereunder shall be in writing and, if to 
Borrower, mailed or delivered to it, addressed to it at the address 
specified on the signature pages of this Agreement, if to a Bank, mailed or 
delivered to it, addressed to the address of such Bank specified on the 
signature pages of this Agreement, or, as to each party, at such other 
address as shall be designated by such party in a written notice to each of 
the other parties.  All notices, statements, requests, demands and other 
communications provided for hereunder shall be given by overnight delivery 
or first class mail with postage prepaid by registered or certified mail, 
addressed as aforesaid, or sent by facsimile with telephonic confirmation 
of receipt, except that all notices hereunder shall not be effective until 
received. 

SECTION 10.5.   COSTS, EXPENSES AND TAXES.  Borrower agrees to pay on 
demand all costs and expenses of Agent, including, but not limited to,  (a) 
administration and out-of-pocket expenses of Agent in connection with the 
administration of the Loan Documents, the collection and disbursement of 
all funds hereunder and the other instruments and documents to be delivered 
hereunder, (b) extraordinary expenses of Agent in connection with the 
administration of the Loan Documents and the other instruments and 
documents to be delivered hereunder, (c) the reasonable fees and 
out-of-pocket expenses of special counsel for Agent, with respect thereto 
and of local counsel, if any, who may be retained by said special counsel 
with respect thereto, and (d) all costs and expenses, including reasonable 
attorneys' fees, in connection with the restructuring or enforcement of the 
Loan Documents or any Related Writing.  Borrower also agrees to pay any 
expenses of Agent incurred in connection with the preparation of the Loan 
Documents and any Related Writings.  In addition, Borrower shall pay any 
and all stamp and other taxes and fees payable or determined to be payable 
in connection with the execution and delivery of the Loan Documents, and 
the other instruments and documents to be delivered hereunder, and agrees 
to hold Agent and each Bank harmless from and against any and all 
liabilities with respect to or resulting from any delay in paying or 
omission to pay such taxes or fees.

                             -46-

SECTION 10.6.   INDEMNIFICATION.  Borrower agrees to defend, indemnify 
and hold harmless Agent and the Banks from and against any and all 
liabilities, obligations, losses, damages, penalties, actions, judgments, 
suits, costs, expenses (including attorney fees) or disbursements of any 
kind or nature whatsoever which may be imposed on, incurred by or asserted 
against Agent or any Bank in connection with any investigative, 
administrative or judicial proceeding (whether or not such Bank or Agent 
shall be designated a party thereto) or any other claim by any Person 
relating to or arising out of this Agreement or any actual or proposed use 
of proceeds of the Loans hereunder or any activities of any Company or any 
Obligor or any of their affiliates; provided that no Bank nor Agent shall 
have the right to be indemnified under this Section for its own gross 
negligence or willful misconduct as determined by a court of competent 
jurisdiction.  All obligations provided for in this Section 10.6 shall 
survive any termination of this Agreement.

SECTION 10.7.   CAPITAL ADEQUACY.  To the extent not covered by Article 
III hereof, if any Bank shall have determined, after the date hereof, that 
the adoption of any applicable law, rule, regulation or guideline regarding 
capital adequacy, or any change therein, or any change in the 
interpretation or administration thereof by any governmental authority, 
central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by any Bank (or its lending office) 
with any request or directive regarding capital adequacy (whether or not 
having the force of law) of any such authority, central bank or comparable 
agency, has or would have the effect of reducing the rate of return on such 
Bank's capital (or the capital of its holding company) as a consequence of 
its obligations hereunder to a level below that which such Bank (or its 
holding company) could have achieved but for such adoption, change or 
compliance (taking into consideration such Bank's policies or the policies 
of its holding company with respect to capital adequacy) by an amount 
deemed by such Bank to be material, then from time to time, within fifteen 
(15) days after demand by such Bank (with a copy to Agent), Borrower shall 
pay to such Bank such additional amount or amounts as shall compensate such 
Bank (or its holding company) for such reduction.  Each Bank shall 
designate a different lending office if such designation will avoid the 
need for, or reduce the amount of, such compensation and will not, in the 
judgment of such Bank, be otherwise disadvantageous to such Bank. A 
certificate of any Bank claiming compensation under this Section and 
setting forth the additional amount or amounts to be paid to it hereunder 
shall be conclusive in the absence of manifest error. In determining such 
amount, such Bank may use any reasonable averaging and attribution methods. 
Failure on the part of any Bank to demand compensation for any reduction in 
return on capital with respect to any period shall not constitute a waiver 
of such Bank's rights to demand compensation for any reduction in return on 
capital in such period or in any other period. The protection of this 
Section shall be available to each Bank regardless of any possible 
contention of the invalidity or inapplicability of the law, regulation or 
other condition which shall have been imposed.

SECTION 10.8.   OBLIGATIONS SEVERAL; NO FIDUCIARY OBLIGATIONS.  The 
obligations of the Banks hereunder are several and not joint. Nothing 
contained in this Agreement and no action taken by Agent or the Banks 
pursuant hereto shall be deemed to constitute the Banks a partnership, 

                             -47-

association, joint venture or other entity. No default by any Bank 
hereunder shall excuse the other Banks from any obligation under this 
Agreement; but no Bank shall have or acquire any additional obligation of 
any kind by reason of such default. The relationship among Borrower and the 
Banks with respect to the Loan Documents and the Related Writings is and 
shall be solely that of debtor and creditors, respectively, and neither 
Agent nor any Bank has any fiduciary obligation toward Borrower with 
respect to any such documents or the transactions contemplated thereby.

SECTION 10.9.   EXECUTION IN COUNTERPARTS.  This Agreement may be 
executed in any number of counterparts and by different parties hereto in 
separate counterparts, each of which when so executed and delivered shall 
be deemed to be an original and all of which taken together shall 
constitute but one and the same agreement.

SECTION 10.10.  BINDING EFFECT; BORROWER'S ASSIGNMENT.  This Agreement 
shall become effective when it shall have been executed by Borrower, Agent 
and by each Bank and thereafter shall be binding upon and inure to the 
benefit of Borrower, Agent and each of the Banks and their respective 
successors and assigns, except that Borrower shall not have the right to 
assign its rights hereunder or any interest herein without the prior 
written consent of Agent and all of the Banks.

SECTION 10.11.  BANK ASSIGNMENTS/PARTICIPATIONS.    

A.      Assignments of Commitments.  Each Bank shall have the right at 
any time or times to assign to another financial institution, without 
recourse, all or a percentage of all of the following: (a) that Bank's 
Commitment, (b) all Loans made by that Bank, (c) that Bank's Notes, and (d) 
that Bank's interest in any Letter of Credit and any participation 
purchased pursuant to Section 2.1B or 8.5 hereof; provided, however, in 
each such case, that the assignor and the assignee shall have complied with 
the following requirements:

(i)     Prior Consent.  No assignment may be consummated pursuant to 
this Section 10.11 without the prior written consent of Borrower and 
Agent (other than an assignment by any Bank to any affiliate of such 
Bank which affiliate is either wholly-owned by such Bank or is wholly-
owned by a Person that wholly owns, either directly or indirectly, 
such Bank), which consent of Borrower and Agent shall not be 
unreasonably withheld; provided, however, that, Borrower's consent 
shall not be required if, at the time of the proposed assignment any 
Unmatured Event of Default or Event of Default shall then exist.  
Anything herein to the contrary notwithstanding, any Bank may at any 
time make a collateral assignment of all or any portion of its rights 
under the Loan Documents to a Federal Reserve Bank, and no such 
assignment shall release such assigning Bank from its obligations 
hereunder;

                             -48-

(ii)    Minimum Amount.  Each such assignment shall be in a minimum 
amount of the lesser of Ten Million Dollars ($10,000,000) of the 
assignor's Commitment or the entire amount of the assignor's 
Commitment;

(iii)   Assignment Fee; Assignment Agreement.  Unless the 
assignment shall be to an affiliate of the assignor or the assignment 
shall be due to merger of the assignor or for regulatory purposes, the 
assignor shall remit to Agent, for its own account, an administrative 
fee of Three Thousand Five Hundred Dollars ($3,500).  Unless the 
assignment shall be due to merger of the assignor or a collateral 
assignment for regulatory purposes, the assignor shall (A) cause the 
assignee to execute and deliver to Borrower and Agent an Assignment 
and Acceptance Agreement, in the form of Exhibit E hereto (an 
"Assignment Agreement"), and (B) execute and deliver, or cause the 
assignee to execute and deliver, as the case may be, to Agent such 
additional amendments, assurances and other writings as Agent may 
reasonably require; and

(iv)    Non-U.S. Assignee.  If the assignment is to be made to an 
assignee which is organized under the laws of any jurisdiction other 
than the United States or any state thereof, the assignor Bank shall 
cause such assignee, at least five (5) Business Days prior to the 
effective date of such assignment, (A) to represent to the assignor 
Bank (for the benefit of the assignor Bank, Agent and Borrower) that 
under applicable law and treaties no taxes will be required to be 
withheld by Agent, Borrower or the assignor with respect to any 
payments to be made to such assignee in respect of the Loans 
hereunder, (B) to furnish to the assignor (and, in the case of any 
assignee registered in the Register (as defined below), Agent and 
Borrower) either (1) U.S. Internal Revenue Service Form 4224 or U.S. 
Internal Revenue Service Form 1001 or (2) United States Internal 
Revenue Service Form W-8 or W-9, as applicable (wherein such assignee 
claims entitlement to complete exemption from U.S. federal withholding 
tax on all interest payments hereunder), and (C) to agree (for the 
benefit of the assignor, Agent and Borrower) to provide the assignor 
Bank (and, in the case of any assignee registered in the Register, 
Agent and Borrower) a new Form 4224 or Form 1001 or Form W-8 or W-9, 
as applicable, upon the expiration or obsolescence of any previously 
delivered form and comparable statements in accordance with applicable 
U.S. laws and regulations and amendments duly executed and completed 
by such assignee, and to comply from time to time with all applicable 
U.S. laws and regulations with regard to such withholding tax 
exemption.

Upon satisfaction of the requirements specified in clauses (i) through 
(iv) above, Borrower shall execute and deliver (A) to Agent, the assignor 
and the assignee, any consent or release (of all or a portion of the 
obligations of the assignor) required to be delivered by Borrower in 
connection with the Assignment Agreement, and (B) to the assignee, an 
appropriate Note or Notes.  After delivery of the new Note or Notes, the 
assignor's Note or Notes being replaced shall be returned to Borrower 
marked "replaced".

                             -49-

Upon satisfaction of the requirements of set forth in (i) through 
(iv), and any other condition contained in this Section 10.11A, (A) the 
assignee shall become and thereafter be deemed to be a "Bank" for the 
purposes of this Agreement, (B) in the event that the assignor's entire 
interest has been assigned, the assignor shall cease to be and thereafter 
shall no longer be deemed to be a "Bank" and (C) the signature pages hereto 
and Schedule 1 hereof shall be automatically amended, without further 
action, to reflect the result of any such assignment.

Agent shall maintain at its address referred to in Section 10.4 a copy 
of each Assignment Agreement delivered to it and a register (the 
"Register") for the recordation of the names and addresses of the Banks and 
the Commitment of, and principal amount of the Loans owing to, each Bank 
from time to time. The entries in the Register shall be conclusive, in the 
absence of manifest error, and Borrower, Agent and the Banks may treat each 
financial institution whose name is recorded in the Register as the owner 
of the Loan recorded therein for all purposes of this Agreement. The 
Register shall be available for inspection by Borrower or any Bank at any 
reasonable time and from time to time upon reasonable prior notice.

B.      Sale of Participations.  Each Bank shall have the right at any 
time or times, without the consent of Agent or Borrower, to sell one or 
more participations or sub-participations to a financial institution, as 
the case may be, in all or any part of (a) that Bank's Commitment, (b) that 
Bank's Commitment Percentage, (c) any Loan made by that Bank, (d) any Note 
delivered to that Bank pursuant to this Agreement, and (e) that Bank's 
interest in any Letter of Credit and any participation, if any, purchased 
pursuant to Section 2.1B or 8.5 hereof or this Section 10.11B.

The provisions of Article III and Section 10.7 shall inure to the 
benefit of each purchaser of a participation or sub-participation and Agent 
shall continue to distribute payments pursuant to this Agreement as if no 
participation has been sold.

In the event that any Bank shall sell any participation or sub-
participation, that Bank shall, as between itself and the purchaser, retain 
all of its rights (including, without limitation, rights to enforce against 
Borrower the Loan Documents and the Related Writings) and duties pursuant 
to the Loan Documents and the Related Writings, including, without 
limitation, that Bank's right to approve any waiver, consent or amendment 
pursuant to Section 10.3, except if and to the extent that any such waiver, 
consent or amendment would: 

(i)     reduce any fee or commission allocated to the participation or 
sub-participation, as the case may be,

(ii)    reduce the amount of any principal payment on any Loan allocated 
to the participation or sub-participation, as the case may be, or 
reduce the principal amount of any Loan so allocated or the rate 
of interest payable thereon, or

(iii)   extend the time for payment of any amount allocated to the 
participation or sub-participation, as the case may be.

                             -50-

No participation or sub-participation shall operate as a delegation of 
any duty of the seller thereof.  Under no circumstance shall any 
participation or sub-participation be deemed a novation in respect of all 
or any part of the seller's obligations pursuant to this Agreement.

SECTION 10.12.  SEVERABILITY OF PROVISIONS; CAPTIONS.  Any provision of 
this Agreement which is prohibited or unenforceable in any jurisdiction 
shall, as to such jurisdiction, be ineffective to the extent of such 
prohibition or unenforceability without invalidating the remaining 
provisions hereof or affecting the validity or enforceability of such 
provision in any other jurisdiction. The several captions to Sections and 
subsections herein are inserted for convenience only and shall be ignored 
in interpreting the provisions of this Agreement.

SECTION 10.13.  INVESTMENT PURPOSE.  Each of the Banks represents and 
warrants to Borrower that it is entering into this Agreement with the 
present intention of acquiring any Note issued pursuant hereto for 
investment purposes only and not for the purpose of distribution or resale, 
it being understood, however, that each Bank shall at all times retain full 
control over the disposition of its assets.

SECTION 10.14.  ENTIRE AGREEMENT.  This Agreement, any Note and any 
other Loan Document or other agreement, document or instrument attached 
hereto or executed on or as of the date hereof integrate all the terms and 
conditions mentioned herein or incidental hereto and supersede all oral 
representations and negotiations and prior writings with respect to the 
subject matter hereof.

SECTION 10.15.  GOVERNING LAW; SUBMISSION TO JURISDICTION.  This 
Agreement, each of the Notes and any Related Writing shall be governed by 
and construed in accordance with the laws of the State of Ohio and the 
respective rights and obligations of Borrower and the Banks shall be 
governed by Ohio law, without regard to principles of conflict of laws.  
Borrower hereby irrevocably submits to the non-exclusive jurisdiction of 
any Ohio state or federal court sitting in Cleveland, Ohio, over any action 
or proceeding arising out of or relating to this Agreement, any Loan 
Document or any Related Writing, and Borrower hereby irrevocably agrees 
that all claims in respect of such action or proceeding may be heard and 
determined in such Ohio state or federal court.  Borrower, on behalf of 
itself and its Subsidiaries, hereby irrevocably waives, to the fullest 
extent permitted by law, any objection it may now or hereafter have to the 
laying of venue in any action or proceeding in any such court as well as 
any right it may now or hereafter have to remove such action or proceeding, 
once commenced, to another court on the grounds of FORUM NON CONVENIENS or 
otherwise.  Borrower agrees that a final, nonappealable judgment in any 
such action or proceeding shall be conclusive and may be enforced in other 
jurisdictions by suit on the judgment or in any other manner provided by 
law.

SECTION 10.16.  LEGAL REPRESENTATION OF PARTIES.  The Loan Documents 
were negotiated by the parties with the benefit of legal representation and 
any rule of construction or interpretation otherwise requiring this 
Agreement or any other Loan Document to be construed or interpreted against 
any party shall not apply to any construction or interpretation hereof or 
thereof. 

                             -51-

SECTION 10.17.  JURY TRIAL WAIVER.  BORROWER, AGENT AND EACH OF THE 
BANKS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, 
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND 
THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, 
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH 
THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT 
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED 
THERETO.

Address:        425 Winter Road                 GREIF BROS. CORPORATION
Delaware, Ohio 43015    
Attention: Chief Financial Officer          By:__________________________
                                                 Michael J. Gasser, Chairman 
                                          and Chief Executive Officer

Address:        Key Center                                            KEYBANK NATIONAL ASSOCIATION,
127 Public Square                                          as Agent and as a Bank
Cleveland, Ohio  44114-1306
Attention: Large Corporate                  By:__________________________
  Banking Division                                           Thomas A. Crandell, Vice 
                                          President

                             -52-

                                SCHEDULE 1

                        BANKS AND COMMITMENTS

                                        REVOLVING
                                          CREDIT
                          COMMITMENT    COMMITMENT
BANKING INSTITUTIONS      PERCENTAGE      AMOUNT      MAXIMUM AMOUNT
                                              
KeyBank National 
Association                  100%      $325,000,000    $325,000,000         

Total Commitment 
Amount                       100%      $325,000,000    $325,000,000 

                             -53-

                        SCHEDULE 2

                        GUARANTORS OF PAYMENT

GBC Holding Co., a Delaware corporation

Greif Holding, Inc., (f.k.a. KMI Continental Fibre Drum, Inc.), a Delaware 
corporation 

Greif Fibre Drum, Inc. (f.k.a. Sonoco Fibre Drum, Inc.), a Delaware 
corporation 

Greif Packaging Services, Inc. (f.k.a. Sonoco Packaging Services, Inc.), a 
Delaware corporation

Greif Packaging Systems, LLC (f.k.a. Total Packaging Systems of Georgia, 
LLC), a Delaware limited liability company

Greif Plastic Drum, Inc. (f.k.a. Sonoco Plastic Drum, Inc.), an Illinois 
corporation 

Greif Plastic Drum Southwest Division, Inc. (f.k.a. Sonoco Plastic Drum 
Southwest Division,Inc.), a Texas corporation

Greif Plastic Drum Southeast Division, Inc. (f.k.a. Sonoco Plastic Drum 
Southeast Division,Inc.), a Kentucky corporation

Michigan Packaging Company, a Delaware corporation

Soterra, Incorporated, a Delaware corporation

Virginia Fibre Corporation, a Virginia corporation

                             -54-