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                      FOURTH AMENDMENT TO CREDIT AGREEMENT

                           Dated as of August 15, 2001

                                     Between

                                 LILY CUPS INC.
                                   as Borrower

                                       and

                      GENERAL ELECTRIC CAPITAL CANADA INC.
                                    as Lender



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                                                                  EXECUTION COPY

                                TABLE OF CONTENTS


RECITALS.......................................................................1

Section 1 - INTERPRETATION.....................................................1
         1.1    Definitions....................................................1
         1.2    Incorporation into Existing Credit Agreement...................1

Section 2 - REPRESENTATIONS AND WARRANTIES.....................................1
         2.1    Representations and Warranties.................................1

Section 3 - AMENDMENT TO SECTION 6 OF THE EXISTING CREDIT AGREEMENT -
            NEGATIVE COVENANTS.................................................2
         3.1    Amendment to Section 6.16 - Leases.............................2

Section 4 - CONDITIONS PRECEDENT...............................................2
         4.1    Effective Fourth Amendment.....................................2

Section 5 - MISCELLANEOUS......................................................3
         5.1    Amendment of Existing Credit Agreement; Reaffirmation of
                Loan Documents.................................................3
         5.2    Reservation of Rights and Remedies.............................3
         5.3    Severability...................................................3
         5.4    Parties........................................................3
         5.5    A Loan Document................................................3
         5.6    Credit Agreement...............................................3
         5.7    Section Titles.................................................3
         5.8    Governing Law..................................................4
         5.9    Time of the Essence............................................4
         5.10   Counterparts...................................................4

                                       (i)
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                      FOURTH AMENDMENT TO CREDIT AGREEMENT

         FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 2001 (this
"Fourth   Amendment"),   between   LILY  CUPS  INC.,   an  Ontario   corporation
("Borrower"), and GENERAL ELECTRIC CAPITAL CANADA INC., a Canada corporation, as
Lender.


RECITALS

A.       Borrower and Lender are parties to a Credit  Agreement  dated as of
June 15, 1998, as amended by a First  Amendment to Credit  Agreement dated as of
June 28, 1999, a Second  Amendment to Credit  Agreement dated as of November 15,
1999 and a Third  Amendment  to  Credit  Agreement  dated  as of June  19,  2001
(collectively, the "Existing Credit Agreement").

B.       Borrower  has  requested  that  Lender  increase  the  aggregate of all
operating  lease  payments  payable in any year by  Borrower  from  $500,000  to
$1,000,000.

C.       Lender has agreed to Borrower's request upon the terms and  subject  to
the conditions set forth in this Fourth Amendment.

FOR VALUE RECEIVED, the parties agree as follows:


Section 1 - INTERPRETATION

1.1      Definitions

         In addition to the defined terms  appearing  above,  capitalized  terms
used in this Fourth Amendment have (unless otherwise  provided elsewhere in this
Fourth  Amendment) the meanings given to them in the Existing  Credit  Agreement
and the term  "Effective  Date" has the  meaning  given to that term in  Section
Effective Fourth Amendment of this Fourth Amendment.

1.2      Incorporation into Existing Credit Agreement

         The Existing Credit  Agreement and this Fourth  Amendment shall be read
together and shall have the effect as if all the  provisions of such  agreements
were contained in one instrument.


Section 2 - REPRESENTATIONS AND WARRANTIES

2.1      Representations and Warranties

         Borrower makes the following  representations and warranties to Lender,
each and all of which shall  survive the  execution  and delivery of this Fourth
Amendment:


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(1) each representation and warranty of Borrower contained in each Loan Document
is true and correct in all  material  respects on and as of the  Effective  Date
except to the extent that any such  representation or warranty relates solely to
an  earlier  date  and  except  for  changes  therein  expressly   permitted  or
contemplated by any Loan Document;

(2) the  execution  and delivery by Borrower of this Fourth  Amendment,  and the
performance by Borrower of its obligations  under this Fourth  Amendment and the
Existing Credit Agreement,  as amended by this Fourth Amendment,  are (a) within
Borrower's  corporate  power;  (b) have been duly  authorized  by all  necessary
corporate and shareholder  action; (c) are not in contravention of any provision
of  Borrower's  constating  documents or by-laws;  (d) do not violate any law or
regulation,  or any order or decree of any court or Governmental Authority;  (e)
do not conflict  with or result in the breach or  termination  of,  constitute a
default  under or  accelerate  or permit  the  acceleration  of any  performance
required by, any indenture,  mortgage,  deed of trust, lease, agreement or other
instrument  to which  Borrower  is a party or by  which  Borrower  or any of its
property is bound;  (f) do not result in the creation or  imposition of any lien
upon any of the  property  of  Borrower;  and (g) do not  require the consent or
approval of any Governmental Authority or any other Person;

(3) this Fourth  Amendment  has been duly executed and delivered by Borrower and
each of this Fourth Amendment and the Existing Credit  Agreement,  as amended by
this Fourth  Amendment,  constitutes  a legal,  valid and binding  obligation of
Borrower, enforceable against it in accordance with its terms; and

(4)      after giving effect to this Fourth Amendment, no  Default or  Event  of
Default has occurred and is continuing.


Section 3 - AMENDMENT  TO  SECTION 6 OF THE EXISTING CREDIT AGREEMENT - NEGATIVE
COVENANTS

3.1      Amendment to Section 6.16 - Leases

         On and after the Effective  Date,  Section 6.16 of the Existing  Credit
Agreement is amended by substituting "$1,000,000" for "$500,000".


Section 4 - conditions precedent

4.1      Effective Fourth Amendment

         This Fourth  Amendment shall become effective on the date on which this
Fourth Amendment,  or counterparts hereof, shall have been duly executed by, and
delivered to, Borrower and Lender (the "Effective Date").

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Section 5 - MISCELLANEOUS

5.1      Amendment of Existing Credit Agreement; Reaffirmation of Loan Documents

         The Existing  Credit  Agreement has not been amended except pursuant to
this Fourth  Amendment,  and the Existing Credit  Agreement,  as amended by this
Fourth  Amendment,  is in full force and effect.  Borrower hereby reaffirms each
Loan Document.

5.2      Reservation of Rights and Remedies

         Lender  reserves all of its rights to proceed to enforce its rights and
remedies  at any  time  and  from  time to time in  connection  with any and all
Defaults and Events of Default now existing or hereafter arising.

5.3      Severability

         Wherever  possible,  each provision of this Fourth  Amendment  shall be
interpreted in such a manner as to be effective and valid under  applicable law,
but if any provision of this Fourth  Amendment shall be prohibited by or invalid
under  applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity,  without invalidating the remainder of such provision
or the remaining provisions of this Fourth Amendment.

5.4      Parties

         This Fourth  Amendment  shall be binding upon, and enure to the benefit
of, Borrower and Lender and their respective successors and permitted assigns.

5.5      A Loan Document

         For greater certainty, Borrower acknowledges that this Fourth Amendment
constitutes a Loan Document.

5.6      Credit Agreement

         Each reference to "Credit  Agreement" or "Agreement"  contained in each
Loan Document shall be a reference to the Existing Credit Agreement,  as amended
by this Fourth Amendment, without further amendment to any Loan Document.

5.7      Section Titles

         The  section  titles and table of  contents  contained  in this  Fourth
Amendment  are and shall be without  substantive  meaning or content of any kind
whatsoever and are not a part of this Fourth Amendment.



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5.8      Governing Law

         In all respects,  including all matters of  construction,  validity and
performance,  this Fourth  Amendment  shall be governed  by, and  construed  and
enforced in accordance  with, the laws of the Province of Ontario  applicable to
contracts made and performed in that province and the laws of Canada  applicable
therein.  Borrower  hereby  consents  and agrees that the courts  located in the
Province of Ontario shall have non-exclusive  jurisdiction to hear and determine
any claims or disputes  between  Borrower and Lender  pertaining  to this Fourth
Amendment or to any matter arising out of or relating to this Fourth  Amendment;
provided,  that nothing in this Fourth  Amendment  shall be deemed or operate to
preclude  Lender from  bringing  suit or taking  other legal action in any other
jurisdiction  to  realize  on the  Collateral  or any  other  security  for  the
Obligations  or to enforce a judgment or other court order.  Borrower  expressly
submits  and  consents  in  advance to such  jurisdiction  in any action or suit
commenced in any such court and each party  hereby  waives any  objection  which
that party may have based upon lack of personal jurisdiction,  improper venue or
forum non  conveniens  and  hereby  consents  to the  granting  of such legal or
equitable relief as is deemed appropriate by such court.  Borrower hereby waives
personal  service or process  issued in any such  action or suit and agrees that
service of process may be  delivered  in the manner set out in Section  11.10 of
the Existing  Credit  Agreement  and that  service so delivered  shall be deemed
completed  upon the date of receipt  thereof  or, if such date is not a Business
Day, on the next following Business Day.

5.9      Time of the Essence

         Time  shall  be of the  essence  of  every  provision  of  this  Fourth
Amendment.

5.10     Counterparts

         This  Fourth  Amendment  may be  executed  in any  number  of  separate
counterparts, which shall collectively constitute one agreement.

                           [INTENTIONALLY LEFT BLANK]

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         The parties have executed this Agreement.

                                          LILY CUPS INC. , as Borrower
                                          By:
                                          --------------------------------
                                          Name:    Bruce Wells
                                          Title:   Vice-President, Finance


                                          GENERAL ELECTRIC CAPITAL CANADA INC. ,
                                          as Lender
                                          By:
                                          --------------------------------------
                                          Name:
                                          Duly Authorized Signatory