EXECUTIVE RETENTION PAY AGREEMENT

         This  Agreement  is made as of the lst  day of  October,  1997  between
SWEETHEART HOLDINGS INC., a Delaware  corporation (the "Company") and CHARLES E.
BUSSE (the "Executive"),  residing at 13 Seven Springs Court, Phoenix,  Maryland
21131.

                                   SECTION I.
                                  INTRODUCTION

         The Company  wishes to  recognize  the  Executive's  importance  to the
future success of the business of the Company by providing him with an incentive
to devote  his  continued  abilities  to the  future  success  of the  Company's
business.

                                   SECTION II.
                                   DEFINITIONS

         Whenever used herein,  the masculine pronoun shall be deemed to include
the feminine, and the singular to include the plural, unless the context clearly
indicates otherwise, and the following words and phrases, when used herein, have
the meanings set forth below:

         "Account" means the Executive's account established under the Agreement
and  maintained by the Trustee to reflect the  Executive's  interest  under this
Agreement.

         "Base Salary" means the  Executive's  annual  compensation  (determined
prior  to any  deferral  elections  the  Executive  has  made  under  any of the
Company's  retirement  or deferred  compensation  plans) shown on the  Company's
payroll  records   exclusive  of  bonus   compensation,   commissions  or  other
extraordinary remuneration.

         "Beneficiary"  means the  person  that the  Executive  designated  most
recently in writing to the Trustee; provided, however, that if the Executive has
failed to make a designation,  no person  designated is alive, no trust has been
established,  or no successor  Beneficiary has been designated who is alive, the
term Beneficiary means (a) the Executive's  spouse or (b) if no spouse is alive,
the  Executive's  surviving  children,  or (c) if no  children  are  alive,  the
Executive's  parent  or  parents,  or (d)  if no  parent  is  alive,  the  legal
representative of the deceased Executive's estate.

         "Cause"  means  the  occurrence  of any of the  following  events:  (i)
willful and  continued  failure  (other  than such  failure  resulting  from his
incapacity  during physical or mental illness) by the Executive to substantially
perform his duties with the Company or Sweetheart  Cup Company  Inc.;  provided,
however,  that the Executive must be notified by the Company of any such failure
to perform  his  duties  and shall have 30 days from the date of such  notice to
cure such  failure;  (ii) any act by the  Executive of fraud,  misappropriation,
dishonesty,  embezzlement

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or similar  conduct against the Company or Sweetheart Cup Company Inc.; or (iii)
indictment  or  conviction  of the  Executive  for a felony or any  other  crime
involving moral turpitude.

     "Change in Control," means the occurrence, of:

          (a) An  acquisition  (other  than  directly  from the  Company) of any
     voting securities of the Company (the "Voting Securities") or the Company's
     wholly-owned  subsidiary  (Sweetheart Cup Company Inc.) by any "Person" (as
     the term  person  is used for  purposes  of  Section  13(d) or 14(d) of the
     Securities  Exchange Act of 1934 (the "Exchange  Act")) other than American
     Industrial  Partners  Capital  Fund,  LP or its  affiliates  or an employee
     benefit plan maintained by the Company, immediately after which such Person
     has "Beneficial  Ownership"  (within the meaning of Rule 13d-3  promulgated
     under the Exchange Act) of fifty-one percent (51 %) or more of the combined
     voting  power of the  Company's  or  Sweetheart  Cup  Company  Inc.'s  then
     outstanding Voting Securities; or

          (b) The consummation of one of the following transactions:

               (i) A  merger,  consolidation  or  reorganization  involving  the
          Company where the stockholders of the Company, immediately before such
          merger,  consolidation  or  reorganization,  fail to own  directly  or
          indirectly   immediately  following  such  merger,   consolidation  or
          reorganization, at least fifty-one (51 %) of the combined voting power
          of the outstanding voting securities of the corporation resulting from
          such merger or consolidation or  reorganization  in substantially  the
          same   proportion  as  their   ownership  of  the  Voting   Securities
          immediately before such merger, consolidation or reorganization.

               (ii) A complete  liquidation  or dissolution of the Company or of
          Sweetheart Cup Company Inc.; or

               (iii) The sale or other  disposition of all or substantially  all
          of the assets of the Company or of Sweetheart Cup Company Inc.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Disabled" has the same meaning as provided in the long-term disability
plan or policy maintained or, if applicable,  most recently  maintained,  by the
Company or  Sweetheart  Cup Company  Inc.  for the  Executive.  If no  long-term
disability  plan or policy was ever  maintained  on behalf of the  Executive the
occurrence of a disability within the meaning of Section 72(m)(7) of the Code.

         "Equity Sale" means the occurrence, of:


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<PAGE>


          (a) An  acquisition  (other  than  directly  from the  Company) of any
     equity  securities  of the  Company  (the  "Equity  Securities")  or of the
     Company's  wholly-owned  subsidiary  (Sweetheart  Cup Company  Inc.) by any
     "Person" (as the term person is used for purposes of Section 13(d) or 14(d)
     of the  Securities  Exchange Act of 1934 (the  "Exchange  Act")) other than
     American  Industrial  Partners  Capital  Fund,  LP or its  affiliates or an
     employee  benefit plan maintained by the Company,  immediately  after which
     such Person has  "Beneficial  Ownership"  (within the meaning of Rule 13d-3
     promulgated under the Exchange Act) of Equity Securities representing sixty
     percent (60%) or more of the combined  value of the Company's or Sweetheart
     Cup Company Inc.'s then outstanding Equity Securities; or

          (b) The  consummation  of a merger,  consolidation  or  reorganization
     involving the Company where the  stockholders  of the Company,  immediately
     before such merger,  consolidation or reorganization,  fail to own directly
     or  indirectly   immediately   following  such  merger,   consolidation  or
     reorganization,  at  least  sixty  (60%)  of  the  combined  value  of  the
     outstanding Equity Securities of the corporation resulting from such merger
     or consolidation or reorganization.

         "Good  Reason"   means  (i)  the   Executive's   duties,   authorities,
responsibilities (including reporting authority and responsibility) or title are
materially and adversely  modified without the Executive's  written consent,  or
(ii) the Executive's Base  Compensation is reduced,  except for reductions of no
more than ten percent (10%) per year applicable to all salaried employees.

         "Trust" means that certain trust agreement  between the Company and the
Trustee  pursuant  to which the  Company  deposits  funds for the benefit of the
Executive to satisfy the Company's obligations hereunder.

         "Trustee" means the trustee under the Trust Agreement.


                                  SECTION III.
                                 BENEFIT AMOUNT

         The  Executive's  Account will be credited with an amount  representing
one year's current Base Salary..  The Executive's  Account will be credited with
additional  amounts to reflect  any  increase  in the  Executive's  Base  Salary
occurring  during the term of this Agreement.  The  Executive's  Account will be
invested in accordance with the terms hereof.


                                   SECTION IV.
                                    BENEFITS

         4.1  The  Executive  may  direct  the  Trustee,  at such  times  and in
accordance with such procedures as the Trustee provides, as to the investment of
the Executive's Account. The


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<PAGE>


investment  options  available to the Executive shall be selected by the Company
and shall  include a large  capitalization  equity fund, a small  capitalization
equity fund, a bond fund and a money market fund  maintained by either  Vanguard
or Fidelity Investments, and such other investments as the Company permits.

         4.2 In the event that the  Executive's  Account cannot be invested in a
particular  mutual  fund  chosen by the  Company,  the  Company  shall  select a
replacement fund that is comparable,  in the Company's reasonable  judgment,  to
the fund into which future  investment of the  Executive's  Account is no longer
possible.  The  Company  shall  communicate,  in writing  to the  Trustee of any
changes to the available investment options.

         4.3 As soon  as  practical  after  the  Executive's  Account  vests  in
accordance  with the terms of this Section 4, the  Executive's  Account shall be
entitled to a distribution  of the then value of his Account under the Trust and
the Trustee shall distribute to the Executive (or in the event of his death, his
Beneficiary)  either the investments held in the Account in kind or the proceeds
resulting  from the  liquidation of the  investment in the  Executive's  Account
under the Trust.

         4.4 The Executive's Account shall become fully vested as of the date of
the first to occur:

               (i)  the  second  anniversary  of the  date  of  this  Agreement,
          provided the Executive remains continuously employed by the Company or
          Sweetheart Cup Company Inc. up to and including the second anniversary
          of the date of this Agreement;

               (ii) the Executive dies or becomes  Disabled for reasons directly
          related to the Executive's position or duties with the Company;

               (iii) after six months following an Equity Sale;

               (iv) after six months following a Change of Control; or

               (v) the  Executive's  employment is terminated by the Company for
          reasons other than for Cause or by the Executive with Good Reason.

         4.5 In the  event  that the  Executive  dies or  becomes  Disabled  for
reasons that are not directly related to the Executive's position or duties with
the Company prior to the  occurrence  of one of the events  described in Section
4.4 hereof,  the Executive  shall become vested in a  proportionate  part of the
Executive's  Account,  determined by multiplying  the  Executive's  Account by a
fraction, the numerator of which is the number of months and partial months that
have elapsed since the date of this Agreement and the denominator of which is 24
months.


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<PAGE>


         4.6 In the  event  that the  Executive  ceases  to be  employed  by the
Company or Sweetheart Cup Company Inc.  prior to the time that such  Executive's
Account vests in accordance with Section 4.4 or Section 4.5 hereof,  the portion
of the  Executive's  Account that is not vested will be forfeited and,  within a
reasonable time after the Executive ceases to be an employee of the Company, the
Trustee shall pay the balance of the Executive's Account to the Company.

                                   SECTION V.
                           ESTABLISHMENT OF THE TRUST

         5.1 Company shall establish the Trust with the Trustee and will deposit
with Trustee in trust the amounts specified in Section III hereof.

         5.2      The Trust hereby established shall be irrevocable.

         5.3 The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of Company and shall be used exclusively for
the purpose of paying benefits to the Executive.  The principal of the Trust and
any earnings  thereon  shall not be used to satisfy the claims of the  Company's
general creditors.


                                   SECTION VI.
                   PAYMENTS TO EXECUTIVE OR HIS BENEFICIARIES

         6.1 The Trustee shall make payments to the Executive or his Beneficiary
in accordance  with the terms and  conditions  of this  Agreement and the Trust.
Prior to making any payment to the  Executive  or his  Beneficiary,  the Trustee
shall  provide the Company with at least ten (10) days prior  written  notice of
such  proposed  payment  and the  Company  shall  have a period of five (5) days
following receipt of such notice (which shall be deemed to be received three (3)
days  following the date such notice is mailed by first class U.S.  mail, on the
day after such notice is deposited with an overnight  carrier,  the date of hand
delivery or the date on which notice is transmitted by facsimile) to provide the
Trustee in writing with a notice of its objection to such proposed  payment.  If
the Trustee  receives from the Company a timely notice of objection,  the matter
shall  promptly be  submitted to  arbitration  in  accordance  with Section VIII
hereof. No payment shall be made until decision on the arbitration has been made
and then payment will be made in accordance  with such decision.  If the Trustee
fails to receive a timely notice of objection from the Company,  the Trustee may
proceed with the proposed  payment.  The Company shall report all  distributions
from the Trust to appropriate  taxing  authorities.  The Trustee shall cooperate
with the Company in making  provision for the withholding of any federal,  state
or local taxes that may be required to be withheld  with  respect to the payment
of  benefits  pursuant  to the terms of this  Agreement  and  shall pay  amounts
withheld to the appropriate taxing authorities.


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<PAGE>


         6.2 The  entitlement of Executive or his  Beneficiary to benefits under
this Agreement  shall initially be determined by the Trustee or such party as it
designates,  except in the event that the Company files a notice of objection to
payment in accordance with Section 6.1 hereof, in which event such determination
shall be made by the arbitrators in accordance with Section VIII hereof.

         6.3 No benefit  which  shall be payable  under  this  Agreement  to any
person shall be subject in any manner to alienation, sale, transfer, assignment,
pledge,  encumbrance  or charge,  and any attempt to alienate,  sell,  transfer,
assign,  pledge,  encumber or charge the same shall be void; and no such benefit
shall in any  manner be  liable  for,  or  subject  to,  the  debts,  contracts,
liabilities,  engagements  or torts of any  person,  nor shall it be  subject to
attachment or legal  process for, or against,  such person except to such extent
as may be required by law.

         6.4 Whenever any benefit which shall be payable under this Agreement is
to be paid to or for the benefit of any person who is then a minor or determined
to be incompetent by qualified  medical advice,  the Company or the Trustee need
not require the appointment of a guardian or custodian,  but shall be authorized
to pay the same over to the person having custody of such minor or  incompetent,
or to  cause  the  same to be paid to such  minor  or  incompetent  without  the
intervention  of a guardian or  custodian,  or to cause the same to be paid to a
legal  guardian  or  custodian  of such  minor  or  incompetent  if one has been
appointed  or to  cause  the same to be used for the  benefit  of such  minor or
incompetent.


                                  SECTION VII.
                            AMENDMENT OF TERMINATION

         7.1 This  Agreement may not be amended  except by a written  instrument
executed by the Company and Executive.

         7.2 The Trust shall not terminate until the date on which the Executive
or his Beneficiaries are no longer entitled to benefits pursuant to the terms of
the Agreement.  Upon  termination of the Trust any assets remaining in the Trust
shall be returned to Company.


                                  SECTION VIII.
                             SETTLEMENT OF DISPUTES

         Any dispute  arising under this Agreement shall be submitted to binding
arbitration  initiated in accordance with the rules of the American  Arbitration
Association in Baltimore,  Maryland.  The results of such  proceedings  shall be
conclusive  and shall not be subject to judicial  review.  The Company agrees to
pay the entire cost of any  arbitration  or legal  proceeding  arising  from any
dispute hereunder,  including the legal fees of the Trustee and the Executive or
beneficiary,  regardless  of the  outcome  of any such  proceeding,  unless  the
arbitrators or the court hearing such proceeding determines that the Executive's
or  beneficiary's  claim was submitted in


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<PAGE>


bad faith,  in which event the Company shall not pay any legal fees and expenses
of the Executive or beneficiary.


                                      -7-
<PAGE>


                                   SECTION IX.
                              LIMITATION OF RIGHTS

         This  Agreement  shall not give the Executive any right or claim except
to the  extent  that such  right is  specifically  fixed  under the terms of the
Agreement,


                                   SECTION X.
                                  MISCELLANEOUS

         To the extent not preempted by applicable  federal law, this  Agreement
is  governed  by and  construed  in  accordance  with the  laws of the  State of
Maryland.


         IN WITNESS  WHEREOF,  the Company has executed  this document as of the
lst day of October, 1997.


                                          SWEETHEART HOLDINGS INC.

                                By:  /s/ William F. McLaughlin
                                   ----------------------------
                                     William F. McLaughlin
                                Title:   President and Chief Executive Officer

ATTEST:

         /s/ Daniel M. Carson
         ---------------------
         Daniel M. Carson
Title:   Corporate Secretary

         [CORPORATE SEAL]

                                   EXECUTIVE:

                                   Name: /s/ Charles E. Busse
                                        -------------------------
                                            CHARLES E. BUSSE

                                   Address: 13 Seven Springs Court

                                                     Phoenix, Maryland  21131