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                         ASSIGNMENT AND ASSUMPTION AGREEMENT

         Assignment and Assumption Agreement (the "Agreement"), dated as of
March 12, 1998, by and between SF Holdings Group, Inc., a Delaware corporation
("SF Holdings"), and The Fonda Group, Inc., a Delaware corporation ("Fonda").

         WHEREAS, SF Holdings is a party to that certain Second Restated
Management Services Agreement (the "Management Agreement"), dated as of March
12, 1998, as amended by Amendment No. 1 thereto dated as of March 12, 1998, by
and among Sweetheart Holdings Inc., a Delaware corporation ("Holdings"),
Sweetheart Cup Company Inc., a Delaware corporation ("Cup" and together with
Holdings, the "Company"), American Industrial Partners Management Company, Inc.
and SF Holdings; and

         WHEREAS, SF Holdings desires to assign to Fonda, and Fonda desires to
assume, substantially all of the rights and obligations of SF Holdings under
the Management Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

         1. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Management Agreement.

         2. SF Holdings hereby assigns to Fonda, and Fonda agrees to assume,
substantially all of the obligations of SF Holdings under the Management
Agreement; provided, however, that the obligations of SF Holdings pursuant to
Section 2 of the Management Agreement shall be assigned as follows:

                  a. During the term of the Management Agreement, Fonda shall
         provide general management services to the Company and, subject to the
         direction of the Board of Directors of the Company, shall have
         authority, responsibility and control over all of the business
         operations of the Company, including, without limitation, the
         following: (i) implementing the business plan of the Company; (ii)
         acquiring and disposing of assets; (iii) entering into contracts,
         agreements and other commitments for, and on behalf of, the Company;
         (iv) hiring, determining the compensation of, and terminating
         employees of the Company other than the Chief Executive Officer, Chief
         Financial Officer and Chief Operating Officer of each of Holdings and
         of Cup; and (v) taking all other actions associated with management of
         the day-to-day operations of the business of the Company. In addition,
         Fonda shall provide financial and other corporate advisory services to
         the Company. All of the services to be provided pursuant to this
         Section 2(a)



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         shall be performed by the qualified officers, employees or agents of
         Fonda as the Company may reasonably request from time to time, and
         Fonda shall at all times direct, monitor and supervise the performance
         of such services by such officers, employees or agents.

                  b. During the term of the Management Agreement, SF Holdings
         shall provide certain financial and other corporate advisory services
         to the Company. All of the services to be provided pursuant to this
         Section 2(b) shall be performed by the qualified officers, employees
         or agents of SF Holdings as the Company may reasonably request from
         time to time, and SF Holdings shall at all times direct, monitor and
         supervise the performance of such services by such officers, employees
         or agents.

         3. SF Holdings assigns to Fonda, and Fonda shall be entitled to
receive, substantially all of the rights and benefits of SF Holdings under the
Management Agreement; provided, however, that the rights of SF Holdings
pursuant to Section 3 of the Management Agreement shall be assigned as follows:

         SF Holdings shall receive from the Company Management Fees of $200,000
         per annum. Fonda shall receive from the Company Management Fees of
         $725,000 in respect of the period from the date of the Management
         Agreement to the first anniversary thereof; $910,000 in respect of the
         period from the first anniversary of the date of the Management
         Agreement to the second anniversary of the date of the Management
         Agreement; (iii) $1,095,000 in respect of the period from the second
         anniversary of the date of the Management Agreement to the third
         anniversary of the date of the Management Agreement; and (iv)
         $1,650,000 thereafter, in respect of each period ending on the next
         following anniversary of the date of the Management Agreement during
         the term of the Management Agreement.

         4. In consideration of the assignment by SF Holdings of substantially
all of its rights under the Management Agreement, upon the execution of this
Agreement, Fonda shall pay SF Holdings $7,000,000 by wire transfer of
immediately available funds.

         5. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors and permitted
assigns.

         6. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether in the State of New York or any
other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.


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         7. This Agreement may be executed in two or more
counterparts, each of which taken together shall constitute a
fully-executed original instrument.



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         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the day and year first above written.

                                         SF HOLDINGS GROUP, INC.


                                         By:/s/ Hans Heinsen
                                         ________________________
                                         Name:  Hans Heinsen
                                         Title: Chief financial Officer

                                         THE FONDA GROUP, INC.


                                         By:/s/ Harvey L. Friedman
                                         ________________________
                                         Name:  Harvey L. Friedman
                                         Title: Secretary


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