SPECIAL INCENTIVE AGREEMENT


     This Special Incentive Agreement (the "Agreement") is made and entered into
effective the 9th day of December, 1996 by and between Sweetheart Holdings Inc.
and its subsidiary, Sweetheart Cup Company Inc., (collectively the "Company")
and William F. McLaughlin (the "Executive").

                                     WITNESSETH:

     WHEREAS, the Company desires to induce the Executive to remain in the
management of the Company for a period of over three years from the date hereof
by paying to the executive a series of special incentive bonuses; and

     WHEREAS, the Executive agrees to forfeit any such incentive bonuses that
have not been paid under certain circumstances.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency whereof the parties hereby
acknowledge, the parties agree as follows:

1.   Special Incentive Bonus Payments.
     ---------------------------------

     The Company agrees to pay as a special incentive bonus to the Executive the
total amount of $500,000, which amount shall be paid in four equal installments
on March 15, 1997, 1998, 1999 and 2000.

2.   Condition Precedent to Payment of Special Incentive Bonus Payments.
     -------------------------------------------------------------------

     To be eligible to receive the Special Incentive Bonus Payments the
Executive must not have terminated his employment with the Company prior to the
date such payment is to be made, or have had his employment involuntarily
terminated for cause by the Company.  For purposes of this Agreement, the term
"involuntarily termination for cause" shall be limited to termination of
employment for theft or embezzlement from the Company, or such other act to the
detriment of the Company or its business for which the Executive could be
indicted for a felony under the laws of the State of Maryland.

3.   Governing Law; Dispute Resolution
     ---------------------------------

     (a)  This Agreement shall be governed by and construed under the laws of
the State of Maryland, excluding its conflict of laws provisions.
     (b)  (i) The parties shall attempt in good faith to resolve any dispute
arising out of or relating to this Agreement promptly by negotiation between the
Executive and the Company.  If the matter has not been resolved within thirty
(30) days of a party's request for negotiation, either party may initiate
arbitration as provided hereafter.

          (ii) Any dispute not resolved through negotiation as provided above
shall be settled by arbitration in Baltimore, MD in accordance with the American
Arbitration Association Employment Dispute Resolution Rules, and judgment upon
the award rendered by the Arbitrator may be entered in any Court having
jurisdiction thereof.  The arbitrator in determining an award may include the
costs and expenses of the arbitration.


     IN WITNESS WHEREOF, the Executive and the Company, by a duly authorized
officer, have executed this Agreement the day and year first above written.


Sweetheart Holdings Inc.                     Executive
Sweetheart Cup Company Inc.

By:  /s/  Daniel M. Carson                     /s/ William F. McLaughlin
  ----------------------------               ---------------------------
Name:     Daniel M. Carson                   William F. McLaughlin
Title:    Vice President