SPECIAL INCENTIVE AGREEMENT


     This Special Incentive Agreement (the "Agreement") is made and entered into
effective the 18th day of November, 1996 by and between Sweetheart Holdings Inc.
and its subsidiary, Sweetheart Cup Company Inc., (collectively the "Company")
and Daniel M. Carson (the "Executive").

                                     WITNESSETH:

     WHEREAS, the Company desires to induce the Executive to remain in the
management of the Company for a period of at least two 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 $172,500.00, which amount shall be paid in three equal
installments.  The first such payment shall be made on January 3, 1997.  The
second and third such payments shall be made on November 28, 1997 and November
30, 1998, respectively.

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

     Except as provided below, the Executive agrees to maintain the existence
and terms of this Agreement in strictest confidence and not to disclose any
information regarding this Agreement or its existence to any person including
any other employee of the Company.  Any questions the Executive may have
regarding this Agreement shall be addressed to the President and Chief Executive
Officer or the Vice President and General Counsel of the Company.  The Executive
may also disclose the terms of this Agreement to his spouse, or personal
accounting, tax and legal advisors solely for purposes of receiving advice
regarding the Agreement, all such disclosures to be made with the same
obligation of confidentiality as required of the Executive hereunder.

4.   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/ William F. McLaughlin               /s/ Daniel M. Carson
  ---------------------------------          -------------------------
Name:     William F. McLaughlin              Daniel M. Carson
Title:    President and Chief Executive
          Officer