EXHIBIT 10(dd)

Goldman, Sachs & Co./85 Broad Street/New York, New York 10004
Tel: 212-902-1000
                                
                                                       GOLDMAN
                                                       SACHS
Personal and Confidential

September 12, 1997


G. Kenneth Baum
Director
Sealright Co., Inc.
9201 Packaging Drive
DeSoto, Kansas 66018

Dear Mr. Baum:

We are pleased to confirm the arrangements under which Goldman
Sachs & Co. ("Goldman Sachs") (together with George K. Baum &
Company pursuant to a letter dated September 12, 1997, a copy of
which has been provided to Goldman Sachs) is exclusively engaged
by Sealright Co., Inc. (the "Company") as financial advisor to
assist the Company in its analysis and consideration of various
financial alternatives available to it, which may include the
possible sale of all or a portion of the Company.

During the term of our engagement, we will provide you with
financial advice and assistance in connection with analyzing and
considering various financial alternatives, which may include
performing valuation analyses, searching for a purchaser
acceptable to you, coordinating visits of potential purchasers
and assisting you in negotiating the financial aspects of a
transaction.

At your request we also will undertake a study to enable us to
render our opinion as to the fairness of the financial
consideration to be received by stockholders of the Company or
the Company, as the case may be, in connection with the sale of
50% or more of the outstanding common stock of the Company.  The
nature and scope of our investigation as well as the scope, form
and substance of our opinion shall be such as we consider
appropriate.  If requested our opinion will be in written form.

In connection with this engagement, the Company shall pay us a
fee of $150,000, payable in cash immediately, which to the extent
paid shall be applied against any transaction fee which may
become payable pursuant to this engagement.  If the purchase of
50% or more of the outstanding common stock or the assets (based
on the book value thereof) of the Company is accomplished ("a
sale of the Company") in one or a series of transactions,
including, but not limited to, private or open market purchases
of stock, a tender offer, a merger or a sale by the Company of
its stock or assets, we will charge a transaction fee of 1.15% of
the aggregate consideration paid in such transactions.  If less
than 50% of the outstanding common stock or the assets (based on
the book value thereof) of the Company is acquired in the manner
set forth in the preceding sentence, we will charge a transaction
fee to be mutually agreed upon by Goldman Sachs and the Company. 
Except as provided herein, a transaction fee will be paid to us
in cash upon consummation of each transaction.

The aggregate consideration for purposes of calculating a
transaction fee shall be:

(i)  In the case of the sale, exchange or purchase of the 
     Company's equity securities, the total consideration 
     paid for such securities (including amounts paid to
     holders of options, warrants and convertible securities),
     plus the principal amount of all indebtedness for borrowed
     money as set forth on the most recent consolidated balance
     sheet of the Company prior to the consummation of such
     sale, exchange or purchase, and 
(ii) In the case of a sale or disposition by the Company of 
     assets, the total consideration paid for such assets,
     including the principal amount of all indebtedness for
     borrowed money assumed by the purchaser, plus the net value
     of any current assets not sold by the Company.

Amounts paid into escrow and contingent payments in connection
with any transaction will be included as part of the aggregate
consideration.  Fees on amounts paid into escrow will be payable
upon the establishment of such escrow.  If the consideration in
connection with any transaction may be increased by payments
related to future events, the portion of our fee relating to such
contingent payments will be calculated and paid if and when such
contingent payments are made.  Aggregate consideration also shall
include the aggregate amount of any (i) dividends or other
distributions declared by the Company with respect to its stock
after the date hereof, other than normal recurring cash dividends
in amounts not materially greater than $.12 per share per
quarter, and (ii) amounts paid by the Company to repurchase any
securities of the Company outstanding on the date hereof other
than amounts paid to acquire shares pursuant to the terms of
existing compensation programs and in the normal course of
business.

In connection with a sale of the Company involving a tender offer
or other purchase or sale of stock, the transaction fee will be
payable and calculated under the definition of aggregate
consideration set forth above as though 100% of the outstanding
common stock on a fully diluted basis had been acquired for the
same per share amount paid in the transaction in which 50% or
more of the Company's outstanding common stock is acquired by a
purchaser or group of affiliated purchasers.  Nevertheless, our
services pursuant to this letter will continue after control is
obtained to assist you with a second step merger or similar
transaction.

If any portion of the aggregate consideration is paid in the form
of securities, the value of such securities, for purposes of
calculating the transaction fee, will be determined by the
average of the last sales prices for such securities on the five
trading days ending five days prior to the consummation of the
transaction.  If such securities do not have an existing public
trading market, the value of the securities shall be the mutually
agreed upon fair market value on the day prior to the
consummation of the transaction.

In the event that the Company determines to undertake a financing
transaction or other strategic transaction in lieu of a sale of
all or a portion of the Company, the Company shall offer Goldman
Sachs the right to act in such transaction as manager or agent in
the case of any offering or placement of securities, arranger in
the case of a syndicated bank loan, or as advisor or dealer
manager, as applicable, in the case of any other transaction.  If
Goldman Sachs agrees to act in such capacity, the Company and
Goldman Sachs will enter into an appropriate form of
underwriting, placement agency, engagement, dealer manager or
other agreement relating to the type of transaction involved and
containing customary terms and conditions, including customary
fee provisions and provisions relating to our indemnity. 
However, unless specifically covered by a separate agreement
setting forth such arrangement, the provisions in the attached
Annex A shall apply to each such transaction.  The Company
acknowledges that this letter agreement is neither an expressed
nor an implied commitment by Goldman Sachs to act in any capacity
in any such transaction or to purchase or place any securities in
connection therewith, which commitment shall only be set forth in
a separate underwriting, placement agency or other applicable
type of agreement.

You also agree to reimburse us periodically, upon request, and
upon consummation of the transaction or transactions contemplated
hereby or upon termination of our services pursuant to this
agreement, for our reasonable out-of-pocket expenses including
any expenses related to any such financing transaction or other
strategic transaction, including the fees and disbursements of
our attorneys, plus any sales, use or similar taxes (including
additions to such taxes, if any, but excluding any income taxes
owed by Goldman Sachs or its partners) arising in connection with
any matter referred to in this letter.  The fees and
disbursements of counsel retained pursuant to the immediately
preceding sentence shall not exceed $100,000 without the prior
consent of the Company, such consent not to be unreasonably
withheld; provided, however, this sentence shall in no way affect
the Company's obligations as set forth in Annex A to this letter.

In order to coordinate most effectively our efforts together to
effect a transaction satisfactory to the Company, the Company and
its management will promptly inform us of any inquiry they may
receive concerning the availability of all or a portion of the
stock or assets of the Company for purchase.  Also, during the
period of our engagement, neither the Company nor its management
will initiate any discussions looking toward the sale of all or a
portion of the stock or assets of the Company without first
consulting with Goldman Sachs.

Please note that any written or oral opinion or advice provided
by Goldman Sachs in connection with our engagement is exclusively
for the information of the Board of Directors and senior
management of the Company, and may not be disclosed to any third
party or circulated or referred to publicly without our prior
written consent.  

In connection with the engagements such as this, it is our firm
policy to receive indemnification.  The Company agrees to the
provisions with respect to our indemnity and other matters set
forth in Annex A which is incorporated by reference into this
letter.

As you know, Goldman Sachs is a full service securities firm and
as such may from time to time affect transactions, for its own
account or the account of customers, and hold positions in
securities or options on securities of the Company and other
companies which may be the subject of the engagement contemplated
by this letter.

Our services may be terminated by you or us at any time with or
without cause effective upon receipt of written notice to that
effect; provided, however, that our services will automatically
terminate on the date 18 months after the date of this letter
agreement, unless the Company and Goldman Sachs mutually agree in
writing to extend them for a specified period.  We will be
entitled to the applicable transaction fee set forth above in the
event that at any time prior to the expiration of 18 months after
such termination an agreement is entered into with respect to a
sale of all or a portion of the stock or assets of the 
Company which is eventually consummated and any of the purchasers
or their affiliates were on the list of prospective buyers
provided by Goldman Sachs to the Company, and mutually agreed to
by the Company and Goldman Sachs, at the commencement of this
assignment, including any prospective buyers added to such list
as mutually agreed to by Goldman Sachs and the Company during the
term of the engagement, or Goldman Sachs or the Company, its
management, its directors or its affiliates had contact with the
acquiring party, or any affiliate thereof, regarding such a
transaction during the period of our engagement.  The Company's
obligation to offer Goldman Sachs the right to act in the
capacities set forth above in connection with certain financing
transactions or other strategic transactions shall survive any
such termination for a period of 18 months from the date of such
termination.

Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed copy of
this letter, which shall become a binding agreement upon our
receipt.  We are delighted to accept this engagement and look
forward to working with you on this assignment.

Very truly yours,                       Confirmed

                                        Sealright Co., Inc.


 /s/ Goldman Sachs & Co                 By:   /s/ G. Kenneth Baum
(Goldman Sachs & CO.)                        G. Kenneth Baum
                                             Director
               
                                        Date:    10/9/97    
<PAGE>
                           Annex A
           

In the event that Goldman Sachs becomes involved in any capacity
in any action, proceeding or investigation brought by or against
any person, including stockholders of the Company, in connection
with or as a result of either our engagement or any matter
referred to in this letter, the Company periodically will
reimburse Goldman Sachs for its legal and other expenses
(including the cost of any investigation and preparation)
incurred in connection therewith.  The Company also will
indemnify and hold Goldman Sachs harmless against any and all
losses, claims, damages or liabilities to any such person in
connection with or as a result of either our engagements or any
matter referred to in this letter, except to the extent that any
such loss, claim, damage or liability results from the gross
negligence or bad faith of Goldman Sachs in performing the
services that are the subject of this letter.  If for any reason
the foregoing indemnification is unavailable to Goldman Sachs or
insufficient to hold it harmless, then the Company shall
contribute to the amount paid or payable by Goldman Sachs as a
result of such loss, claim, damage or liability in such
proportion as is appropriate to reflect the relative economic
interests of the Company and its stockholders on the one hand and
Goldman Sachs on the other hand in the matters contemplated by
this letter as well as the relative fault of the Company and
Goldman Sachs with respect to such loss, claim, damage or
liability and any other relevant equitable considerations.  The
reimbursement, indemnity and contribution obligations of the
Company under this paragraph shall be in addition to any
liability which the Company may otherwise have, shall extend upon
the same terms and conditions to any affiliate of Goldman Sachs
and the partners, directors, agents, employees and controlling
persons (if any), as the case may be, of Goldman Sachs and any
such affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal
representatives of the Company, Goldman Sachs, any such affiliate
and any such person.  The Company also agrees that neither
Goldman Sachs nor any of such affiliates, partners, directors,
agents, employees or controlling persons shall have any liability
to the Company or any person asserting claims on behalf of or in
right of the Company in connection with or as a result of either
our engagement or any matter referred to in this letter except to
the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company result from the gross negligence
or bad faith of Goldman Sachs in performing the services that are
the subject of this letter.  Prior to entering into any agreement
or arrangement with respect to, or effecting, any proposed sale,
exchange, dividend or other distribution or liquidation of all or
a significant portion of its assets in one or a series of
transactions or any significant recapitalization or
reclassification of its outstanding securities that does not
directly or indirectly provide for the assumption of the
obligations of the Company set forth in this Annex A, the Company
will notify Goldman Sachs in writing thereof (if not previously
so notified) and, if requested by Goldman Sachs, shall arrange in
connection therewith alternative means of providing for the
obligations of the Company set forth in this paragraph upon terms
and conditions satisfactory to Goldman Sachs.  Any right to trial
by jury with respect to any action or proceeding arising in
connection with or as a result of either our engagement or any
matter referred to in this letter is hereby waived by the parties
hereto.  The provisions of this Annex A shall survive any
termination or completion of the engagement provided by this
letter agreement, and this letter agreement shall be governed by
and construed in accordance with the laws of the State of New
York without regard to principles of conflicts of laws.