EMPLOYMENT AGREEMENT

                                     Between

                          GRAHAM PACKAGING COMPANY L.P.

                                       And

                    Senior Vice President and General Manager













<PAGE>



                              EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT dated as of June 27, 2002 (the "Agreement")
between Graham Packaging Company, L.P., Ashok Sudan ("Executive").


          WHEREAS, the Company desires to continue to employ Executive as its
Senior Vice President and General Manager and Executive desires to remain
employed as the Senior Vice President and General Manager on the terms and
subject to the conditions set forth herein:

          NOW, THEREFORE, in consideration of the promises and the mutual
agreements contained herein, the Company and Executive hereby agree as follows:


                                   Article I.

                                   DEFINITIONS

         The terms set forth below have the following meanings (such meanings to
be applicable to both the singular and plural forms, except where otherwise
expressly indicated):

1.1  "Accrued Annual Bonus" means the amount of any Annual Bonus earned but not
     yet paid with respect to the Year ended prior to the Date of Termination.
     Such bonus is considered earned for a given Year as of December 31 of that
     Year.

1.2  "Accrued Base Salary" means the amount of Executive's Base Salary that is
     accrued but not yet paid as of the Date of Termination.

1.3  "Affiliate" means any Person directly or indirectly controlling, controlled
     by, or under direct or indirect common control with, the Company. For the
     purposes of this definition, the term "control" when used with respect to
     any Person means the power to direct or cause the direction of management
     or policies of such Person, directly or indirectly, whether through the
     ownership of voting securities, by contract or otherwise.

1.4  "Agreement" -- see the recitals to this Agreement

1.5  "Agreement Date" means the date that is specified in the recitals to this
     Agreement.

1.6  "Anniversary Date" means any anniversary of the Agreement Date.

1.7  "Annual Bonus -- see Section 4.2(a).

1.8  "Annualized Total Compensation" means, as of any date, the sum of
     Executive's Base Salary as of such date and (i) if the determination is
     being made prior to the occurrence of a Change of Control, then the average
     of the Annual Bonuses earned by Executive with respect to each of the
     previously completed Years occurring during the Employment Period (up to a
     maximum of the three most recently completed Years); provided, that if such
     Termination of Employment occurs prior to the end of the first Year ending
     during the Employment Period, then an amount equal to the Target Annual
     Bonus applicable to the Year that includes such date or (ii) if the
     determination is being made following a Change of Control, the Target
     Annual Bonus applicable to the Year that includes such date.
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1.9  "Base Salary" -- see Section 4.1.

1.10 "Beneficial Owner" means a "beneficial owner," as such term is defined in
     Rule 13d-3 under the Exchange Act (or any successor rule thereto).

1.11 "Beneficiary" -- see Section 9.3.

1.12 "Blackstone" means collectively, Blackstone Capital Partners III Merchant
     Banking Fund L.P., Blackstone Offshore Capital Partners III L.P. and their
     Affiliates (other than the Company and its Subsidiaries).

1.13 "Board" means the Board of Directors of the Company subsequent to the
     incorporation of the L.P. and the substitution of it as successor for the
     L.P. as a party to this Agreement. Prior thereto, the Board shall mean the
     General Partner (as defined in the LP Agreement).

1.14 "Cause" means any of the following:


     (a)  Executive's continuing refusal to perform his material duties or to
          follow a lawful direction of the Company, which duties and directions
          are consistent with his position:

     (b)  Executive's intentional act or acts of dishonesty that Executive
          intended to result in his personal, more-than-immaterial enrichment;

     (c)  Executive's documented willful malfeasance or willful misconduct in
          connection with his employment or Executive's willful and deliberate
          insubordination to directions of the Board or any executive officer to
          whom he directly reports; or

     (d)  Executive is convicted of a felony.

     "Cause" excludes:

     (x)  Any act or omission that Executive reasonably believed in good faith
          to have been in or not opposed to the interest of the Company (without
          intent of Executive to gain therefrom, directly or indirectly, a
          profit to which he was not legally entitled), or

     (y)  Any act or omission taken or omitted at the direction of a member of
          the Board.
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1.15 "Change of Control" means any of the following events:


     (a)  the sale or disposition, in one or a series of transactions, of all or
          substantially all, of the assets of the Company to any one or more
          "persons" or "groups" (as such terms are defined in Sections 13 (d)(3)
          or 1 4(d)(2) of the Exchange Act) other than Blackstone;

     (b)  before the effective date of an initial public offering of the equity
          securities of the Company (or of its successor after conversion to a
          corporation) (the "IPO Date"), representatives of Blackstone
          (individually or in the aggregate) cease to comprise a majority of the
          Board;

     (c)  individuals who, as of the IPO Date, constitute the Board (the
          "Incumbent Board") cease for any reason to constitute a majority of
          the members of the Board; provided that any individual who becomes a
          Director after the IPO Date whose election or nomination for election
          by the Company's Shareholders was approved by a majority of the
          members of the Incumbent Board (other than an election or nomination
          of an individual (i) who is not a representative of Blackstone and
          (ii) whose initial assumption of office is in connection with an
          actual or threatened "election contest" relating to the election of
          the Directors of the Company (as such terms are used in Rule 14a-1 1
          under the Exchange Act), "tender offer" (as such term is used in
          Section 14(d) of the Exchange Act) or a proposed merger) shall be
          deemed to be members of the Incumbent Board; or

     (c)  any person or group, other than Blackstone, is or becomes the
          Beneficial Owner, directly or indirectly, of more than 50% of the
          total voting power of the voting stock of the Company (or any entity
          which controls the Company or which is a successor to all or
          substantially all of the assets of the Company), including by way of
          merger, consolidation, tender or exchange offer or otherwise and the
          representatives of Blackstone (individually or in the aggregate) cease
          to comprise a majority of the Board.

     Notwithstanding the foregoing, there shall not be Change of Control if, in
     advance of such event, Executive agrees in writing that such event shall
     not constitute a Change of Control.

1.16 "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

1.17 "Committee" means the Compensation Committee of the Board.

1.18 "Common Stock" means the common stock of the Company following its
     incorporation, and the equivalent L.P. units prior to its incorporation.

1.19 "Company"-- see the recitals to this Agreement.
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1.20 "Company Inventions" - see Section 8.2(b).

1.21 "Date of Termination" means the effective date of a Termination of
     Employment for any reason, including death or Disability, whether by either
     the Company or the Executive.

1.22 "Director" means a director of the Company subsequent to its incorporation
     or a member of the governing body of the L.P. prior to its incorporation.

1.23 "Disability" means the inability of Executive to perform in all material
     respects his duties and responsibilities of the Company or any Subsidiary,
     by reason of a physical or mental disability or infirmity which inability
     is reasonably expected to be permanent and has continued for a period of
     six consecutive months or for an aggregate of nine (9) months in any
     twenty-four (24) consecutive month period.

1.24 "Employment Period" -- see Section 3.1.

1.25 "Exchange Act" means the Securities Exchange Act of 1934, as amended or any
     successors thereto.

1.26 "Executive" -- see the recitals to this Agreement.


1.27 "Executive Career Transition Services" means full use of a national
     outplacement consultant (e.g., Challenger, Gray & Christmas, Inc., Right
     Associates) or other consultant mutually agreeable to the Company and
     Executive; office space, secretarial support; technological support;
     equipment and supplies of a quality substantively equal to those provided
     during the Employment Period, and continuation of expense reimbursement for
     professional and trade association participation on the same terms as
     during the Employment Period.

1.28 "Extension Date" - see Section 3.2.

1.29 "Good Reason" means the occurrence of any one or more of the following
     events unless Executive specifically agrees in writing that such event
     shall not be Good Reason:

     (a)  The failure of the Company to pay or cause to be paid Executive's Base
          Salary or Annual Bonus, when due hereunder;

     (b)  Any substantial diminution in Executive's authority or
          responsibilities from those described in Section 2.1 hereof;

     (c)  Requiring Executive to be principally based at any office or location
          more than 50 miles from the current offices of the Company in York,
          Pennsylvania;

     (d)  Any material reduction in Executive's Target Annual Bonus opportunity
          after a Change of Control as compared with the Annual Bonus earned for
          the preceding Year; or
<PAGE>

     (e)  The failure of the Company, as the successor to the L.P. at the time
          of its incorporation in conjunction with the initial public offering,
          or otherwise, to assume and become a party to the Agreement in
          substitution for the L.P.;

     provided that the events described in this Section 1.31 shall constitute
     Good Reason only if the Company fails to cure such event within 30 days
     after receipt from Executive of written notice of the event that
     constitutes Good Reason; provided, further, that "Good Reason" shall cease
     to exist for an event on the 60th day following the later of its occurrence
     or Executive's knowledge thereof, unless Executive has given the Company
     written notice thereof prior to such date.

1.30 "including" means including without limitation.

1.31 "Inventions" - see Section 8.2(a).

1.32 "LP Agreement" means the Amended and Restated Agreement of Limited
     Partnership of Graham Packaging Company.

1.33 "Option" means an option to purchase shares of Common Stock.

1.34 "Permitted Transferee" means the spouse of Executive, a lineal descendant
     of Executive or a spouse of a lineal descendant of Executive or a trust,
     limited partnership or other entity principally benefiting all or a portion
     of such individuals.

1.35 "Person" means any individual, sole proprietorship, partnership, joint
     venture, trust, unincorporated organization, association, corporation,
     institution, public benefit corporation, entity or government
     instrumentality, division, agency, body or department.

1.36 "Prior Inventions" - see Section 8.2(a).

1.37 "Prorata Annual Bonus" means the product of (a) the Annual Bonus Executive
     would have been entitled to receive pursuant to Section 4.2 hereof in the
     Year of the Executive's Termination of Employment multiplied by (b) a
     fraction of which the numerator is the numbers of days that have elapsed in
     such Year of Termination of Employment through the Date of Termination and
     the denominator is 365.

1.38 "Restricted Period" means the eighteen month period immediately following a
     Termination of Employment for any reason; provided, however, that the
     Restricted Period shall mean the twelve month period immediately following
     a Termination of Employment due to the Company's election not to renew the
     Employment Period pursuant to Section 3.2 following the fourth anniversary
     of the Agreement Date, such that the Employment Period terminates on or
     after the fifth anniversary of the Agreement Date.

1.39 "Shareholder" or "Stockholder" means an owner of the Company's securities.
<PAGE>

1.40 "Subsidiary" means, with respect to any Person, (a) any corporation of
     which more than 50% of the outstanding capital stock having ordinary voting
     power to elect a majority of the board of directors of such corporation
     (irrespective of whether, at the time, stock of any other class or classes
     of such corporation shall have or might have voting power by reason of the
     happening of any contingency) is at the time, directly or indirectly, owned
     by such Person, and (b) any partnership, limited liability company or other
     entity in which such Person has a direct or indirect interest (whether in
     the form of voting or participation in profits or capital contribution) of
     more than 50%.

1.41 "Target Annual Bonus" means the product of Base Salary (at a point in time)
     multiplied by 115 percent, as such percentage may be adjusted upwards from
     time to time by the Board.

1.41 "Termination For Good Reason" means a Termination of Employment during the
     Employment Period by Executive for Good Reason.

1.42 "Termination of Employment" means a termination by the Company or by
     Executive (or due to Executive's death) of Executive's employment with the
     Company or its Affiliates.

1.42 "Termination Without Cause" means a Termination of Employment during the
     Employment Period by the Company for any reason other than Cause or
     Executive's death or Disability

1.43 "Year" means a calendar year period ending on December 31.



<PAGE>

                                   Article II.

                                     DUTIES

2.1  Duties. The Company shall employ Executive during the Employment Period as
     its Senior Vice President and General Manager. During the Employment
     Period, Executive shall perform the duties assigned to him hereunder by the
     Board from time to time, shall devote his full business time, attention and
     effort to the affairs of the Company and shall use his reasonable best
     efforts to promote the interests of the Company. During the Employment
     Period, and excluding any periods of disability, vacation, or sick leave to
     which Executive is entitled, Executive agrees to devote his full attention
     and time to the business and affairs of the Company.

2.2  Other Activities. Executive may (i) serve on corporate, civic or charitable
     boards or committees, deliver lectures, fulfill speaking engagements, or
     teach at educational institutions, subject to the consent of the Board
     (which shall not be unreasonably withheld) and/or (ii) manage personal
     investments, provided that all such activities do not individually or in
     the aggregate significantly interfere with the performance of his duties
     under this Agreement or violate Section 8.1 of this Agreement.


                                  Article III.

                                EMPLOYMENT PERIOD

3.1  Employment Period. Subject to Section 3.2 and the termination provisions
     hereinafter provided, the term of Executive's employment under this
     Agreement (the "Employment Period") shall begin on the Agreement Date and
     end on the Anniversary Date, or, if applicable at the end of any extension
     pursuant to Section 3.2. The employment of Executive by the Company shall
     not be terminated other than in accordance with Article VII.

3.2  Extensions of Employment Period. Commencing on the first Anniversary Date,
     and on each Anniversary Date thereafter, (each an "Extension Date") if at
     least 90 days before that date the Company has not delivered to Executive,
     and Executive has not delivered to Company, a written notice that the
     Employment Period will not be extended, the Employment Period will be
     automatically extended for one year from its then scheduled expiration date
     (i.e., the next occurring Extension Date).


                                   Article IV.

                                  COMPENSATION

4.1  Salary. The Company shall pay Executive in accordance with its normal
     payroll practices (but not less frequently than monthly) an annual salary

<PAGE>

     at a rate of $202,370 per year ("Base Salary"). During the Employment
     Period, the Base Salary shall be reviewed at least annually by the
     Committee after consultation with Executive and may from time to time be
     increased as determined by the Committee. Effective as of the date of any
     such increase, the Base Salary as so increased shall be considered the new
     Base Salary for all purposes of this Agreement. Any increase in Base Salary
     shall not limit or reduce any other obligation of the Company to Executive
     under this Agreement.

4.2  Annual Bonus.

     (a)  Subject to Section 7, Executive shall be eligible to earn an annual
          cash bonus ("Annual Bonus") in accordance with the terms hereof for
          the current Year and each subsequent Year that begins during the
          Employment Period. Executive shall be eligible for an Annual Bonus
          based upon the achievement of the financial budget or other
          performance criteria established by the Board on or about January 15
          or as soon thereafter as practicable, but in no event later than March
          31 of such Year. The Annual Bonus shall be equal to the Target Annual
          Bonus upon full achievement of the performance criteria, but may be
          less than or more than the Target Annual Bonus upon lesser or greater
          levels of achievement.

     (b)  The Company shall pay the entire Annual Bonus that is payable with
          respect to a Year in a lump-sum cash payment as soon as practicable
          after the Committee can determine whether and the degree to which the
          performance criteria has or has not been achieved following the close
          of such Year. Any such Annual Bonus shall in any event be paid no
          later than the date annual bonuses are paid to the other qualifying
          employees of the Company.


                                   Article V.

                                 OTHER BENEFITS

5.1  Incentive, Savings and Retirement Plans. In addition to Base Salary and the
     Annual Bonus, Executive shall be entitled to participate during the
     Employment Period in all incentive, savings and retirement plans,
     practices, policies and programs that are from time to time generally
     available to other senior executives of the Company.

5.2  Welfare Benefits. During the Employment Period, Executive and/or his
     eligible dependents, as the case may be, shall be eligible for
     participation in all benefits under welfare benefit plans, practices,
     policies and programs provided by the Company (including any medical,
     prescription, dental disability, salary continuance, employee life, group
     life, dependent life, accidental death and travel accident insurance plans
     and programs) generally available to other senior executives of the
     Company.
<PAGE>

5.3  Fringe Benefits. During the Employment Period, Executive shall be entitled
     to all fringe benefits that are from time to time generally available to
     other senior executives of the Company. The Company will continue its
     current automobile expense program as in effect on the Agreement Date (or
     establish a comparable replacement program), with such increases as are
     consistent with past practices to reflect changes in expenses.

5.4  Vacation. During the Employment Period, Executive shall be entitled to paid
     vacation time in accordance with the plans, practices, policies, and
     programs generally available to other senior executives of the Company, but
     in no event shall such vacation time be less than four weeks per calendar
     year.

5.5  Expenses. During the Employment Period, Executive shall be entitled to
     receive prompt reimbursement for all reasonable employment related expenses
     incurred by Executive upon the receipt by either of the Company of
     accounting in accordance with practices, policies and procedures generally
     available to other senior executives of the Company.

5.6  Office Support Staff. During the Employment Period, Executive shall be
     entitled to an office or offices of a size and with furnishings and other
     appointments, and to secretarial and other assistance, appropriate to his
     position and duties under this Agreement.


                                   Article VI.

                            OTHER EXECUTIVE BENEFITS

6.1  Supplemental Retirement Benefits. Executive shall be entitled to
     participate in any other supplemental defined benefit retirement plans of
     the Company that are not qualified under Section 401 (a) of the Code,
     generally available to other senior executives of the Company.

6.2  Non-qualified Option Agreement. Except as provided in Sections 7.4(b) and
     7.6, this Agreement in no way modifies or limits the Non-Qualified Option
     Agreements entered into between Executive and Graham Packaging Holdings
     Company on January 1, 1999 and January 1, 2002. The Non-Qualified Option
     Agreement conveys consideration separate from and in addition to
     consideration conveyed in this Agreement, except to the extent that the
     Non-Qualified Option Agreement increases benefits under operation of this
     Agreement.

6.3  Equity Incentive Agreement. Except as provided in Sections 7.4(b) and 7.6,
     this Agreement in no way modifies or limits the Equity Incentive Agreement
     entered into between Executive and the Company on February 2, 1998. The
     Equity Incentive Agreement conveys consideration separate from and in
     addition to this Agreement, except to the extent that the Equity Incentive
     Agreement increases benefits under operation of this Agreement.
<PAGE>


                                  Article VII.

                              TERMINATION BENEFITS

7.1  Termination of Employment. The Employment Period and Executive's employment
     hereunder may be terminated by either party at any time and for any reason;
     provided that Executive will be required to give the Company at least 60
     days' advance written notice of any resignation of Executive's -employment.
     Notwithstanding any other provision of this Agreement, the provisions of
     this Article VII shall exclusively govern Executive's rights under this
     Agreement following the expiration of the Employment Period or if
     Executive's employment with the Company or its Affiliates is terminated
     during the Employment Period for any reason.

7.2  Termination for Cause or Other Than for Good Reason, etc.

     (a)  If the Company terminates Executive's employment during the Employment
          Period for Cause or Executive terminates his employment during the
          Employment Period other than for Good Reason, death or Disability, the
          Company shall pay to Executive immediately after the Date of
          Termination an amount equal to Executive's Accrued Base Salary,
          accrued but unpaid vacation, unpaid business expenses properly
          incurred by Executive in accordance with Company policy prior to the
          date of Executive's termination, and, if such Termination of
          Employment is by the Executive other than for Good Reason, death or
          Disability, the Accrued Annual Bonus, if any.

     (b)  Before terminating Executive's employment for Cause, the Board will
          (i) specify in writing to Executive in detail the nature of the act,
          omission, refusal, or failure that it deems to constitute Cause and
          (ii) as to clauses (a) and (c) in the definition of "Cause," provide
          Executive a reasonable opportunity to correct the purported problem
          and avoid termination for Cause.

7.3  Termination for Death or Disability. If Executive's employment terminates
     during the Employment Period due to his death or Disability, the Company
     shall pay to Executive or his Beneficiaries, as the case may be, (i)
     immediately after the Date of Termination an amount that is equal to the
     sum of Executive's Accrued Base Salary and Accrued Annual Bonus, if any,
     accrued but unpaid vacation and unpaid business expenses properly incurred
     by Executive in accordance with Company policy prior to the date of
     Executive's termination and (ii) at the time the Annual Bonus would have
     otherwise been payable had Executive's employment not terminated, a Prorata
     Annual Bonus.

7.4  Termination Without Cause or for Good Reason. In the event of a Termination
     Without Cause or a

     Termination for Good Reason, the Executive shall receive the following:

     (a)  Immediately after the Date of Termination, a lump-sum amount equal to
          the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, if
          any, accrued but unpaid vacation and unpaid business expenses properly
          incurred by Executive in accordance with Company policy prior to the
          date of Executive's termination;
<PAGE>

     (b)  Full vesting of Options and other equity awards granted to the
          Executive that remain outstanding immediately prior to the Date of
          Termination;

     (c)  A Prorata Annual Bonus at the time the Annual Bonus would have
          otherwise been payable had Executive's employment not terminated;

     (d)  Continued monthly payment for a period of twenty-four months following
          such Termination of Employment of an amount equal to the quotient of
          (i) the Executive's Annualized Total Compensation divided by (ii)
          twelve; provided that the aggregate amount described in this clause
          (d) shall be reduced (but not below zero) by the present value of any
          other cash severance or cash termination benefits payable to Executive
          under any generally available or officer specific severance plans,
          programs or arrangements of the Company or its affiliates, other than
          any (i) retirement income benefit, (ii) benefits paid under the
          Supplemental Income Plan and (iii) equity incentives and/or options;

     (e)  The continuation of health and dental benefits to which Executive is
          entitled as of the Date of Termination for twenty-four months;
          provided that such benefits shall cease upon the Executive's being
          eligible for comparable benefits from a new employer;

     (f)  The continuation of the automobile expense program to which Executive
          is entitled as of the Date of Termination for twelve months; provided
          that such benefit ceases upon Executive's being eligible for
          comparable benefits from a new employer; and

     (g)  For a period of 12 months from the Date of Termination, but no later
          than the point at which the Executive is employed on a substantively
          full time basis, Executive Career Transition Services, not to exceed
          $30,000 in the aggregate.

7.5  Other Termination Benefits. In addition to any amounts or benefits payable
     upon a Termination of Employment hereunder, Executive shall, except as
     otherwise specifically provided herein, be entitled to any payments or
     benefits provided under the terms of any plan, policy or program of the
     Company in which Executive participates or as otherwise required by
     applicable law.

7.6  Election Not to Extend the Employment Period. If the Company elects not to
     extend the Employment Period pursuant to Section 3.2 such that the
     Employment Period terminates prior to the fifth anniversary of the
     Agreement Date, the nonextension shall be treated as a Termination without
     Cause, for purposes of Section 7.4, as of the next scheduled Extension Date
     or such earlier date as determined by Company. For the avoidance of doubt,
     an election by the Company not to extend the Employment Period pursuant to
     Section 3.2 such that the Employment Period terminates beyond the fifth
     anniversary of the Agreement Date shall not constitute a Termination
     without Cause and in such event Executive's termination of employment
     hereunder (whether or not Executive continues as an employee of the Company
     thereafter) shall be deemed to occur on the close of business on the day
     immediately preceding the next scheduled Extension Date or such earlier
     date as determined by Company. Upon such Termination of Employment,
     Executive shall be entitled to receive:
<PAGE>

     (a)  Immediately after the Date of Termination, a lump-sum amount equal to
          the sum of Executive's Accrued Base Salary, Accrued Annual Bonus, if
          any, accrued but unpaid vacation and unpaid business expenses properly
          incurred by Executive in accordance with Company policy prior to the
          date of Executive's termination;

     (b)  Full vesting of Options and other equity awards granted to the
          Executive that remain outstanding immediately prior to the Date of
          Termination;

     (c)  A Prorata Annual Bonus at the time the Annual Bonus would have
          otherwise been payable had Executive's employment not terminated;

     (d)  Continued monthly payment for a period of twelve months following such
          Termination of Employment of an amount equal to the quotient of (i)
          the Executive's Annualized Total Compensation divided by (ii) twelve;
          provided that the aggregate amount described in this clause (d) shall
          be reduced (but not below zero) by the present value of any other cash
          severance or cash termination benefits payable to Executive under any
          generally available or officer specific severance plans, programs or
          arrangements of the Company or its affiliates, other than any (i)
          retirement income benefit, (ii) benefits paid under the Supplemental
          Income Plan and (iii) equity incentives and/or options;

     (e)  The continuation of health and dental benefits to which Executive is
          entitled as of the Date of Termination for twelve months; provided
          that such benefits shall cease upon the Executive's being eligible for
          comparable benefits from a new employer;

     (f)  The continuation of the automobile expense program to which Executive
          is entitled as of the Date of Termination for twelve months; provided
          that such benefit ceases upon Executive's being eligible for
          comparable benefits from a new employer; and

     (g)  For a period of 12 months from the Date of Termination, but no later
          than the point at which the Executive is employed on a substantively
          full time basis, Executive Career Transition Services, not to exceed
          $30,000 in the aggregate.

7.7  Continued Employment Beyond the Expiration of the Employment Period. Unless
     the parties otherwise agree in writing, continuation of Executive's
     employment with the Company beyond the expiration of the Employment Period
     shall be deemed an employment at-will and shall not be deemed to extend any
     of the provisions of this Agreement and Executive's employment may
     thereafter be terminated at will by either Executive or the Company;
     provided that the provisions of Article VIII of this Agreement shall
     survive any termination of this Agreement or Executive's termination of
     employment hereunder.
<PAGE>

7.8  Board/Committee Resignation. Upon Executive's Termination of Employment for
     any reason, Executive agrees to resign, as of the date of such termination
     and to the extent applicable, from the Board (and any committees thereof)
     and the Board of Directors (and any committees thereof) of any of the
     Company's affiliates.


                               Article VIII.

                              RESTRICTIVE COVENANTS

8.1  Non-Solicitation of Employees; Confidentiality; Non-Competition.

     (a)  Executive covenants and agrees that, at no time during the Employment
          Period nor during the Restricted Period, will Executive:

          (i)  Directly or indirectly employ or seek to employ any person (other
               than his personal assistant) employed as of the date of
               Executive's Termination of Employment or who left the employment
               of the Company or its Affiliates coincident with, or within six
               months prior to or after, the Executive's Termination of
               Employment with the Company or otherwise encourage or entice any
               such person to leave such employment (provided that this Section
               8.1 (a)(i) shall not apply either to persons who had not become
               employed by the Company before the Date of Termination or to
               persons whose employment ended at any time as a result of the
               Company's termination of those individuals without cause);

          (ii) Become employed by, enter into a consulting arrangement with or
               otherwise agree to perform personal services for a Competitor (as
               defined in section 8.1 (b)).

          (iii) Acquire an ownership interest, or an option to purchase an
               ownership interest in a Competitor, other than a publicly traded
               Competitor provided that ownership or option position in such
               publicly traded Competitor does not exceed 5 percent;

          (iv) Solicit any business of the Company on behalf of or for the
               benefit of a Competitor; or

          (v)  Interfere with, or attempt to interfere with, business
               relationships (whether formed before, on or after the date of
               this Agreement) between the Company or any of its affiliates and
               customers, clients, suppliers of the Company or its Affiliates.
<PAGE>

     (b)  For purposes of the Section, "Competitor" means any Person that
          produces blowmolded plastic containers or produces or provides any
          other product or service of the Company that represents, as of the
          Date of Termination, at least 10% of the consolidated revenues of the
          Company (including, without limitation, products or services that
          Executive is aware, as of the Date of Termination, that the Company
          had specific plans (as evidenced through the most recent annual
          corporate business plan or by resolutions of the Board) to produce or
          provide during the twelve month period following the Date of
          Termination and such products or services are reasonably anticipated
          to represent at least 10% of the consolidated revenues of the Company
          within the two years following the Date of Termination) that are
          competitive with those sold by a business that is being conducted by
          the Company or any Subsidiary at the time in question and was being
          conducted at the Date of Termination. Notwithstanding anything to the
          contrary in this Section, goods or services shall not be deemed to be
          competitive with those of the Company solely as a result of
          Executive's being employed by or otherwise associated with a business
          of which a unit is in competition with the Company or any Subsidiary
          (a "Competitive Unit") but as to which unit Executive does not have
          direct or indirect responsibilities for the products or services
          involved; provided, that such Competitive Unit contributes less than
          25% of the consolidated revenues for the most recently completed
          fiscal year of such business.

     (c)  Executive covenants and agrees that at no time during the Employment
          Period nor at any time following any Termination of Employment will
          Executive communicate, furnish, divulge or disclose in any manner to
          any Person any Confidential Information (as defined in Section 8.1(d))
          without the prior express written consent of the Company other than in
          the course of Executive's employment. After a Termination of
          Employment, Executive shall not, without the prior written consent of
          the Company, or as may otherwise be required by law or legal process,
          communicate or divulge such Confidential Information to anyone other
          than the Company and its designees.

     (d)  For purposes of this Section, "Confidential Information" shall mean
          financial information about the Company, contract terms with vendors
          and suppliers, customer and supplier lists and data, know-how,
          software developments, inventions, formulae, technology, designs and
          drawings, or any Company property or confidential information relating
          to research, operations, finances, current and proposed products and
          services, vendors, customers, advertising, costs, marketing, trading,
          investment, sales activities, promotion, manufacturing processes, or
          the business and affairs of the Company generally, or of any
          subsidiary or affiliate of the Company, trade secrets and such other
          competitively-sensitive information, except that Confidential
          Information shall not include any information that was or becomes
          generally available to the public(i) other than as a result of a
          wrongful disclosure by Executive, (ii) as a result of disclosure by
          Executive during the Employment Period that he reasonably and in good
          faith believes is required by the performance of his duties under this
          Agreement, or (iii) any information compelled to be disclosed by
          applicable law or administrative regulation; provided that Executive,
          to the extent not prohibited from doing so by applicable law or
          administrative regulation, shall give the Company written notice of
          the information to be so disclosed pursuant to clause (iii) of this
          sentence as far in advance of its disclosure as is practicable.
<PAGE>

     (e)  Executive agrees that upon Executive's Termination of Employment with
          the Company for any reason, he will return to the Company immediately
          all memoranda, books, papers, plans, information, letters and other
          data, and all copies thereof or therefrom, in any way relating to the
          business of the Company, its affiliates and subsidiaries, except that
          he may retain only those portions of personal notes, notebooks and
          diaries that do not contain Confidential Information of the type
          described in the preceding sentence. Executive further agrees that he
          will not retain or use for Executive's own benefit, purposes or
          account or the benefit, purposes or account of any other person, firm,
          partnership, joint venture, association, corporation or other business
          designation, entity or enterprise, other than the Company and any of
          its Subsidiaries or Affiliates, at any time any trade names,
          trademark, service mark, other proprietary business designation,
          patent, or other intellectual property of the Company or its
          Affiliates.

8.2  Inventions.

     (a)  Prior Inventions. Executive has attached hereto, as Exhibit A, a list
          describing all inventions, works of authorship (including software,
          related items, databases, documentation, site content, text or
          graphics), developments, and improvements that relate to the Company's
          proposed or current business, services, products or research and
          development ("Inventions") that were created or contributed to by
          Executive either solely or jointly with others prior to Executive's
          employment with the Company and that relate to the Company's proposed
          or current business, services, products or research and development
          (collectively referred to as "Prior ------ Inventions") or, if no such
          list is attached, Executive represents that there are no such Prior
          Inventions. If in the course of Executive's employment with the
          Company, Executive uses or relies upon a Prior Invention in
          Executive's creation or contribution to any work of authorship,
          invention, product, service, process, machine or other property of the
          Company, Executive will inform the Company promptly and, upon request,
          use Executive's best efforts to procure any consents of third parties
          necessary for the Company's use of such Prior Invention. To the
          fullest extent permissible by law, Executive hereby grants the Company
          a non-exclusive royalty-free, irrevocable, perpetual, worldwide
          license under all of Executive's Prior Inventions to make, have made,
          copy, modify, distribute, use and sell works of authorship, products,
          services, processes and machines and to otherwise operate the
          Company's current and future business.

     (b)  Ownership of Inventions. Executive agrees that Executive will promptly
          make full written disclosure to the Company, and hereby assign to the
          Company, or its designee, all of Executive's right, title, and
          interest in and to any and all Inventions, whether or not patentable,
          that Executive may solely or jointly conceive or develop or reduce to

<PAGE>

          practice, or cause to be conceived or developed or reduced to
          practice, during the period of time Executive is in the employ of the
          Company (collectively referred to as "Company Inventions"). Executive
          further acknowledges that all original works of authorship that are
          created or contributed to by Executive (solely or jointly with others)
          within the scope of and during the period of Executive's employment
          with the Company are to be deemed "works made for hire," as that term
          is defined in the United States Copyright Act (17 U.S.C. Section 101),
          and the Company will own all right, title and interest in such works,
          including all copyright and all intellectual property therein shall be
          the sole property of the Company or its designee for all territories
          of the world in perpetuity, including any and all copyright
          registrations, copyright applications and all other copyrightable
          materials, including any renewals and extensions thereof, and in and
          to all works based upon, derived from, or incorporating the works
          covered by such copyrights and in and to all income, royalties,
          damages, claims, and payments now or hereinafter due or payable with
          respect thereto, and in all causes of action, either in law or in
          equity for past, present or future infringement based on said
          copyrights, and in and to all rights corresponding to the foregoing
          throughout the world. To the extent any of such works are deemed not
          to be "works made for hire," Executive hereby assigns the copyright
          and all other intellectual property rights in such works to the
          Company.

     (c)  Contracts with the United States. Executive agrees to execute any
          licenses or assignments as required by any contract between the
          Company and the United States or any of its agencies.

     (d)  Maintenance of Records. Executive agrees to keep and maintain adequate
          and current written records of all Company Inventions made by
          Executive (solely or jointly with others) during the term and within
          the scope of Executive's employment with the Company. The records will
          be in the form of notes, sketches, drawings, and any other format that
          may be specified by the Company. The records will be available to and
          remain the sole property and intellectual property of the Company at
          all times.

     (e)  Further Assurances. Executive covenants to take all requested actions
          and execute all requested documents to assist the Company, or its
          designee, at the Company's expense (but without further remuneration,
          in every way to secure the Company's above rights in the Prior
          Inventions and Company Inventions and any copyrights, patents, mask
          work rights or other intellectual property rights relating thereto in
          any and all countries, and to pursue any patents or registrations with
          respect thereto. This covenant shall survive the termination of this
          Agreement. If the Company is unable for any other reason to secure
          Executive's signature on any document for this purpose, then Executive
          hereby irrevocably designates and appoints the Company and its duly
          authorized officers and agents as Executive's agent and attorney in
          fact, to act for and in Executive's behalf and stead to execute any
          documents and to do all other lawfully permitted acts in connection
          with the foregoing.
<PAGE>

8.3  Injunction. Executive acknowledges that monetary damages will not be an
     adequate remedy for the Company in the event of a breach of this Article
     VIII, and that it would be impossible for the Company to measure damages in
     the event of such a breach. Therefore, Executive agrees that, in addition
     to other rights that the Company may have, the Company is entitled to (i)
     in the event of a breach by Executive of this Article VII that is not cured
     within 10 days following written notice from the Company to the Executive
     detailing such breach, cease making any payments or providing any benefit
     otherwise required by this Agreement and/or (ii) an injunction preventing
     Executive from any breach of this Article VIII.


                                   Article IX.

                                  MISCELLANEOUS

9.1  Mitigation. In no event shall Executive be obligated to seek other
     employment or take any other action to mitigate the amounts payable to
     Executive under any of the provisions of this Agreement, nor shall the
     amount of any payment hereunder be reduced by any compensation earned as
     result of Executive's employment by another employer.

9.2  Legal Fees. If Executive incurs legal or other fees and expenses in an
     effort to secure or preserve establish entitlement to compensation and
     benefits under this Agreement, the Company shall reimburse Executive for
     such fees and expenses to the extent that the Executive substantially
     prevails in such dispute.

9.3  Beneficiary. If Executive dies prior to receiving all of the amounts
     payable to him in accordance with the terms of this Agreement, such amounts
     shall be paid to one or more beneficiaries (each, a "Beneficiary")
     designated by Executive in writing to the Company during his lifetime, or
     if no such Beneficiary is designated, to Executive's estate. Such payments
     shall be made in a lump sum to the extent so payable and, to the extent not
     payable in a lump sum, in accordance with the terms of this Agreement.
     Executive, without the consent of any prior Beneficiary may change his
     designation of Beneficiary or Beneficiaries at any time or from time by a
     submitting to the Company a new designation in writing.

9.4  Assignment; Successors. This Agreement shall not be assignable by
     Executive. This Agreement may be assigned by the Company to a person or
     entity that is a successor in interest to substantially all of the business
     operations of the Company. Upon such assignment, the rights and obligations
     of the Company hereunder shall become the rights and obligations of such
     affiliate or successor person or entity. This Agreement shall be binding
     and inure to the benefit of Executive, his estates and Beneficiaries, the
     Company and the successors and permitted assigns of the Company.

9.5  Nonalienation. Benefits payable under this Agreement shall not be subject
     in any manner to anticipation, alienation, sale, transfer, assignment,
     pledge, encumbrance, charge, garnishment, execution or levy of any kind,
     either voluntary or involuntary, prior to actually being received by
     Executive or a Beneficiary, as applicable, and any such attempt to dispose
     of any right to benefits payable hereunder shall be void.
<PAGE>

9.6  Severability. If one or more of this Agreement are declared by any court or
     government authority to be unlawful or invalid, such unlawfulness or
     invalidity shall not invalidate any part of this Agreement no declared to
     be unlawful or invalid. Any part so declared to be unlawful or invalid
     shall, if possible, be construed in a manner that will give effect to the
     terms of such part to the fullest extent possible while remaining lawful
     and valid.

9.7  Withholding Taxes. The Company may withhold from any amounts payable under
     this Agreement such Federal, state and local taxes as may be required to be
     withheld pursuant to any applicable law or regulation.

9.8  Captions. The names of the Articles and Sections of this Agreement are for
     convenience of reference only and do not constitute a part hereof.

9.9  Amendment; Waiver. This Agreement shall not be amended or modified except
     by written instrument executed by the Company and Executive. A waiver of
     any term, covenant or condition, and any waiver of any default in any such
     term, covenant or condition shall not be deemed a waiver of any later
     default thereof.

9.10.1   Notices. All notices hereunder shall be in writing and deliver by hand,
         by nationally-recognized delivery service that guarantees overnight
         delivery, or by first-class, registered or certified mail, return
         receipt requested, postage prepaid, addressed as follows:

         If to the Company, to: Graham Packaging Company L.P.
                                2401 Pleasant Valley Road
                                York, PA 17402
                                Attention: General Counsel

         With a copy to:        The Blackstone Group L.P.
                                345 Park Avenue, 31st  Floor
                                NewYork, NY 10154
                                Attention:  Howard Lipson

If to Executive to:

To the most recent address of Executive set forth in the personnel records of
the Company.

Either party may from time to time designate a new address by notice given in
accordance with this Section Notice shall be effective when actually received by
the addressee.
<PAGE>

9.11 Counterparts. This Agreement may be executed in several counterparts, each
     of which shall be deemed to be an original but all of which together will
     constitute one and the same instrument.

9.12 Entire Agreement. This Agreement forms the entire agreement between the
     parties hereto with respect to the subject matter contained in this
     Agreement.

9.13 Applicable Law. This Agreement shall be interpreted and construed in
     accordance with the laws of the Commonwealth of Pennsylvania, without
     regard to its choice of law principles.

9.14 Survival of Executive's Rights. All of Executive's rights hereunder,
     including his rights to compensation and benefits, and his obligations
     under Section 8.1 hereof, shall survive the termination of Executive's
     employment and/or the termination of this agreement.



<PAGE>


IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.

                                  Graham Packaging Company L.P.



                                  -----------------------------
                                  name:
                                  title:

                                  Executive



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




                          GRAHAM PACKAGING COMPANY L.P.
                        AMENDMENT TO EMPLOYMENT AGREEMENT


This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") dated as of the 11th
day of August 2003, is between Graham Packaging Company, L.P., a Delaware
Limited Partnership (the "Company") and Ashok Sudan (the "Executive").

WHEREAS, the Company and the Executive entered into a certain Employment
Agreement dated June 27, 2002 (the "Agreement"); and

WHEREAS, the Company and Executive now wish to amend the Employment Agreement as
set forth below and as approved by the Company's "Board" (as defined in the
Employment Agreement.

                                    AMENDMENT

The Company and Executive hereby agree that the Company has increased
Executive's Salary effective as of August 11th 2003 and therefore that section
4.1 in the Agreement entitled "Salary" is amended such that Base Salary has been
increased to $ 236,500.00 per year, for all purposes under the Agreement.


Except as set forth above, the Employment Agreement remains in full force and
effect.



                            [SIGNATURES ON NEXT PAGE]


<PAGE>



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



                              GRAHAM PACKAGING COMPANY L.P.



                          By:
                              Name: ----------------------------
                              Title: ---------------------------



                              ----------------------------------
                              Ashok Sudan




<PAGE>