Exhibit 10.69

                                 LOAN AGREEMENT

         This Loan Agreement (the "Agreement") is made and entered into this day
of ________,  2002 by and between the City of Chicago,  a municipal  corporation
and  home  rule  unit of local  government  (the  "City"),  acting  through  its
Department of Environment  ("DOE"),  and Sweetheart Cup Company Inc., a Delaware
corporation (the "Borrower").

         SECTION I.  R E C I T A L S.
                     ----------------

         WHEREAS,  pursuant to a settlement  agreement  dated as of May 12, 1999
(the "Settlement  Agreement")  between the City and Commonwealth  Edison Company
("ComEd"),  the City  expects to receive  certain  funds from ComEd on an annual
basis until and including calendar year 2003 (the "ComEd Funds"); and

         WHEREAS,  on July 7, 1999,  the City  Council of the City  approved  an
ordinance  (the "ComEd  Ordinance")  authorizing  DOE to use the ComEd Funds and
enter into  agreements to fulfil  certain  purposes  described in the Settlement
Agreement and the ComEd Ordinance; and

         WHEREAS,  DOE wishes to use a portion of the ComEd Funds to make a loan
(the "Loan") to the Borrower for the Project, as more fully described in Exhibit
A  attached  hereto  and made a part of this  Agreement  as if fully  set  forth
herein; and

         WHEREAS,  on March 22, 2002,  the  Borrower's  governing  body passed a
resolution, or an equivalent written record, authorizing the borrowing described
herein;

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

         SECTION II.  GENERAL LOAN TERMS.
                      -------------------

         A. INCORPORATION: The above recitals are incorporated herein and made a
part hereof by reference.

         B. LOAN AMOUNT/PURPOSE: The amount of the Loan shall be as set forth in
Exhibit A. The Borrower shall use the Loan  exclusively to complete the Project,
the estimated  total cost of which is detailed in Exhibit B attached  hereto and
incorporated herein by reference (the "Project Budget").  The Borrower is solely
responsible  for any costs  related  to the  Project  which are in excess of the
aggregate Loan amount and, if required,  will provide the City with satisfactory
evidence of its ability to finance or obtain  financing for such excess costs of
the  Project  (such as a loan  commitment  or  certification  of its  ability to
finance  or  obtain  financing  for  the  Project).  The  source  of  funds  for
disbursements under this Agreement is Fund Number 115.
<PAGE>
         Upon (i)  execution  of this  Agreement  by the  parties  hereto,  (ii)
receipt by the City from the Borrower of an executed promissory note (the "Note"
and, together with this Agreement,  the "Loan Documents"),  substantially in the
form attached hereto as Exhibit C, evidencing the Loan and dated as of even date
herewith,  and  (iii)  receipt,  review  and  approval  by the City of all other
submissions,  documents,  and materials  under this  Agreement and the Note, the
City shall disburse the Loan proceeds to the Borrower.

         C. TERM:  This  Agreement  shall be effective as of the date hereof and
shall expire on the date set forth in Exhibit A (the "Term of Agreement").

         D. INTEREST: Interest charged on the Loan, if any, shall be computed at
the rate per annum (the "Interest Rate") specified in Exhibit A and the Note.

         E.  REPAYMENT OF PRINCIPAL AND INTEREST:  Principal and interest on the
Loan, if any, shall be due and payable in full as indicated in Exhibit A and the
Note.

         F. PREPAYMENT:  The Loan may be prepaid in full or in part from time to
time and at any time without premium or penalty.

         G.  THE  BORROWER'S   OBLIGATION  IS   UNCONDITIONAL:   The  Borrower's
obligation to repay the Loan is absolute and  unconditional  without  defense or
set-off by reason of any  default by the City  under this  Agreement  or for any
other reason,  including without limitation,  failure to complete the Project or
any acts or circumstances  that may constitute  failure of consideration.  It is
the intention of the parties that the payments  required  hereunder will be paid
in full when due without any delay or diminution whatsoever.

         SECTION III.  INSURANCE.
                       ---------

         The Borrower  must provide and maintain at Borrower's  own expense,  or
cause to be provided during the term of the Agreement,  the insurance  coverages
and  requirements  specified  below,  insuring  all  operations  related  to the
Agreement.

         A. INSURANCE TO BE PROVIDED:

         (1) Workers Compensation and Employers Liability:  Workers Compensation
         Insurance,  as prescribed by applicable  law covering all employees who
         are to provide a service under this  Agreement and Employers  Liability
         coverage  with  limits  of not less  than  $100,000  each  accident  or
         illness.

         (2) Commercial  General  Liability  (Primary and Umbrella):  Commercial
         General Liability  Insurance or equivalent with limits of not less than
         $1,000,000  per  occurrence for bodily  injury,  personal  injury,  and
         property damage  liability.  Coverages must include the following:  All
         premises  and  operations,  products/completed  operations,  explosion,
         collapse, underground, separation of insureds, defense, and contractual
         liability (with no

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<PAGE>
         limitation   endorsement).   The  City  of Chicago is to be named as an
         additional  insured  on  a  primary,   non-contributory basis for   any
         liability arising directly or indirectly from the Project.

         (3)  Automobile  Liability  (Primary  and  Umbrella):  When  any  motor
         vehicles  (owned,  non-owned and hired) are used in connection with the
         Project,  the Borrower must provide Automobile Liability Insurance with
         limits of not less than $1,000,000 per occurrence for bodily injury and
         property damage.

         (4)   Professional   Liability:   When   any   architects,   engineers,
         construction managers or other professional consultants perform work in
         connection  with  this  Agreement,   Professional  Liability  Insurance
         covering acts,  errors,  or omissions must be maintained with limits of
         not less than $1,000,000.

         (5)  Builders   Risk/Installation:   When   Borrower   undertakes   any
         construction,  the  Borrower  must  provide or cause to be provided All
         Risk  Builders  Risk/Installation  Insurance  at  replacement  cost for
         materials, supplies, equipment, machinery and fixtures that are or will
         be part of the permanent facility or project. The City of Chicago is to
         be named loss payee as their interests may appear.

         (6) Property: Upon completion of construction/rehabilitation  work, the
         Borrower must provide All Risk Insurance,  including  improvements  and
         betterments  in the amount of full  replacement  value of the property.
         The City of Chicago is to be named as an  additional  insured  and loss
         payee as their interests may appear.

         B. OTHER REQUIREMENTS

         The  Borrower   must  furnish  the  City  of  Chicago,   Department  of
Environment,  30 North LaSalle Street 60602, original Certificates of Insurance,
evidencing the required  coverage to be in force on the date of this  Agreement,
and  Renewal  Certificates  of  Insurance,  or  such  similar  evidence,  if the
coverages have an expiration or renewal date  occurring  during the term of this
Agreement. The Borrower must submit evidence of insurance on the City of Chicago
Insurance  Certificate  Form (copy attached) or equivalent prior to execution of
this Agreement by the City. The receipt of any  certificate  does not constitute
agreement by the City that the insurance requirements in the Agreement have been
fully met or that the insurance  policies  indicated on the  certificate  are in
compliance  with all Agreement  requirements.  The failure of the City to obtain
certificates or other insurance  evidence from Borrower shall not be deemed as a
waiver by the City of any  requirements  for the Borrower to obtain and maintain
the specified coverages.  The Borrower must advise all insurers of the Agreement
provisions  regarding  insurance.  Non-conforming  insurance  does  not  relieve
Borrower  of  the   obligation  to  provide   insurance  as  specified   herein.
Nonfulfillment  of the insurance  conditions  may  constitute a violation of the
Agreement,  and the City retains the right to stop work until proper evidence of
insurance is provided, or the Agreement may be terminated.

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<PAGE>
         The insurance must provide for 30 days prior written notice to be given
to the  City in the  event  coverage  is  substantially  changed,  canceled,  or
non-renewed.

         Any  deductibles  or self insured  retentions on  referenced  insurance
coverages must be borne by the Borrower.

         The Borrower  agrees that  insurers  waive their rights of  subrogation
against  the City of Chicago,  its  employees,  elected  officials,  agents,  or
representatives.

         The  coverages  and limits  furnished  by  Borrower in no way limit the
Borrower's  liabilities and responsibilities  specified within this Agreement or
by law.

         Any  insurance or self  insurance  programs  maintained  by the City of
Chicago do not and shall not contribute with insurance  provided by the Borrower
under this Agreement.

         The required  insurance to be carried pursuant to this Agreement is not
limited by any  limitations  expressed in the  indemnification  language in this
Agreement or any limitation placed on the indemnity in this Agreement given as a
matter of law.

         The Borrower must require all  subcontractors  to provide the insurance
required herein,  or the Borrower may provide the coverages for  subcontractors.
All  subcontractors  are  subject  to the  same  insurance  requirements  of the
Borrower unless otherwise specified in this Agreement.

         If the Borrower or subcontractor desire additional coverages, the party
desiring the additional coverages is responsible for the acquisition and cost.

         The City of Chicago Risk Management  Department  maintains the right to
modify, delete, alter or change these requirements.

         SECTION IV.  WARRANTIES, REPRESENTATIONS AND/OR COVENANTS.
                      --------------------------------------------

         The Borrower hereby warrants,  represents  and/or covenants to the City
that:

         A.  All  representations,  warranties  and  covenants  of the  Borrower
contained  in this  Agreement  are true,  accurate  and  complete as of the date
hereof.  The  Borrower  covenants  that  all  representations,   warranties  and
covenants of the Borrower contained in this Agreement shall continue to be true,
accurate  and  complete,  in all material  respects,  for as long as the Loan is
outstanding.

         B. The Borrower shall use proceeds of the Loan  exclusively to complete
the Project at the location(s) specified in Exhibit A (the "Premises").

         C. The Borrower or its successors or assigns shall  continue  operating
the Project at the Premises during the term of this Agreement and thereafter for
a period of time of not less than three calendar years.

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<PAGE>
         D. If the  Borrower is a  corporation  or a legal  entity other than an
individual,  the Borrower  warrants and represents that the execution,  delivery
and  performance by the Borrower of this  Agreement has been duly  authorized by
any and all necessary  corporate action. A copy of the Borrower's  resolution or
its equivalent, if any, is attached as Exhibit D.

         E. The Borrower represents and warrants that the execution and delivery
of this Agreement by the Borrower and performance of its  obligations  hereunder
will not violate any  applicable  provision of law or result in the breach of or
constitute a default or require any consent under,  or result in the creation of
any lien,  charge or  encumbrance  (other  than any  agreed to in writing by the
City) upon the Premises or any property or assets of the Borrower or pursuant to
any indenture or other  agreement or instrument to which the Borrower is a party
or by  which  the  Borrower  or its  property  or the  Premises  may be bound or
affected,  other than as specifically  provided herein, and except to the extent
with respect to the foregoing, no breach, default or creation of lien, charge or
encumbrance  could not reasonably be expected to have a material  adverse effect
on the Borrower.

         F. The  Borrower,  the Project and the Premises  are now in  compliance
with all applicable laws, rules, regulations,  orders, ordinances, codes and the
like, pertaining to or affecting the Borrower,  the Project or the Premises. The
Borrower covenants that the Borrower,  the Project and the Premises shall remain
in compliance with all applicable laws, rules, regulations,  orders, ordinances,
codes and the like, pertaining to or affecting the Borrower,  the Project or the
Premises for the Term of this Agreement.

         G. The Borrower is not in default with respect to any loan, mortgage or
agreement  related to  borrowing  monies to which it is a party and no event has
occurred which would create any default upon the passage of time,  except to the
extent with respect to the foregoing  default  cannot  reasonably be expected to
have a material adverse effect on the Borrower.

         H. The Borrower shall immediately notify the City of any and all events
or actions of which it has knowledge which could  reasonably be expected to have
a material  adverse effect on the Borrower's  ability to carry on its operations
or perform its obligations under this or any other material agreement.

         I. The Borrower  shall keep and maintain such books,  records and other
documents as shall be required by the City and necessary to reflect and disclose
fully the amount and disposition of the Loan proceeds, and the total cost of the
activities  paid for, in whole or in part,  with Loan proceeds.  All such books,
records and other  documents  shall be  available at the offices of the Borrower
for inspection,  copying,  audit and examination at all reasonable  times by any
duly authorized representative of the City.

         J.  Any  duly  authorized  representative  of the  City  shall,  at all
reasonable times, have access to all portions of the Premises where the Project,
or any portion of the Project, is located.

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<PAGE>
         K.  The  rights  of  access  and  inspection  to the  Premises  and the
Borrower's  books and  records  as  provided  herein  shall  continue  until the
completion of all close-out  procedures  respecting the Loan and until the final
settlement and conclusion of all issues arising out of the Loan.

         L.  The  Borrower  agrees  that,  so  long as  this  Agreement  remains
outstanding:

                  (1)  the   Borrower   shall  not,   directly  or   indirectly,
         discriminate against any individual in hiring, classification, grading,
         discharge,  discipline,  compensation  or other  term or  condition  of
         employment because of the individual's race, color, sex, age, religion,
         disability,  national origin,  ancestry,  sexual  orientation,  marital
         status,  parental status, military discharge status or lawful source of
         income;

                  (2) the Borrower will take  affirmative  action to ensure that
         applicants   are  employed  and  that   employees  are  treated  during
         employment,  without regard to their race, color,  sex, age,  religion,
         disability,  national origin,  ancestry,  sexual  orientation,  marital
         status,  parental status, military discharge status or lawful source of
         income.  Such action shall include,  but not be limited to,  employment
         upgrading,  demotion, transfer, recruitment or recruitment advertising,
         layoff or termination, rates of pay, or other forms of compensation and
         selection for training,  including apprenticeship.  The Borrower agrees
         to post in  conspicuous  places,  available to employees and applicants
         for   employment,   notices   setting  forth  the  provisions  of  this
         non-discrimination clause; and

                  (3) the  Borrower  will  comply with all  applicable  federal,
         state and local laws which prohibit  discrimination,  including but not
         limited to, the aforementioned forms of discrimination.

         M. No member,  official or employee of the City shall have any personal
interest, direct or indirect, in the Borrower's business or shall participate in
any decision relating to the Borrower's  business which affects his/her personal
interests or the interests of any  corporation,  partnership  or  association in
which he/she is directly interested.

         N. No former  member,  official or  employee  of the City shall,  for a
period  of one  year  after  the  termination  of the  member's,  official's  or
employee's term of office or employment, assist or represent the Borrower in any
business transaction  involving the City or any of its agencies,  if the member,
official or employee  participated  personally and  substantially in the subject
matter of the transaction during his/her term of office or employment,  provided
that if the member, official or employee exercised contract management authority
with respect to a contract  (including any loan from the City), this prohibition
shall be permanent as to that contract.

         O. Additional warranties, representations and/or covenants, if any, are
set forth in Exhibit A.

         SECTION V.  CONDITIONS PRECEDENT TO CLOSING.
                     --------------------------------

                                       6
<PAGE>
         At  or  prior  to  the  execution  of  this  Agreement,  the  following
conditions shall have been met:

         A.  COSTS AND EXPENSES:  As applicable, the Borrower shall pay for  all
             ------------------
UCC searches,  ownership searches, tax lien and judgment lien searches, opinions
rendered  as required by the City and any other  reasonable  costs and  expenses
relating to the Loan.

         B.  EVIDENCE OF  COMPLIANCE:  The  Borrower  shall  furnish to the City
evidence as required by the City (such as permits)  showing that the Project and
the Premises are in compliance  with all applicable  laws,  rules,  regulations,
orders, ordinances, codes and the like, pertaining to or affecting the Borrower,
the Project and the Premises.

         C. ECONOMIC  DISCLOSURE  STATEMENT:  If required to do so, the Borrower
will complete an Economic Disclosure Statement ("EDS") which will be provided by
DOE. The completed EDS shall be attached hereto as Exhibit E.

         D. LOAN MONIES USED FOR PRIOR EXPENSES: If the Loan proceeds shall be
used to  reimburse  the Borrower  for prior  payments or deposits,  the Borrower
shall  furnish to the City  canceled  checks,  invoices  or other  documentation
evidencing such prior expenses deemed acceptable by the City.

         SECTION VI.  EVENTS OF DEFAULT: Any of the following shall   constitute
                      -----------------
an event of default under this Agreement:

         A.  any  representation  or  warranty  made  by the  Borrower  in  this
Agreement or in any document, affidavit or certificate of the Borrower furnished
to the City that shall have been incorrect in any material respect; or

         B. a default  in the  payment,  when  due,  of any sum  payable  by the
Borrower under this Agreement; or

         C. a default in the  performance  or  observance  of any  obligation or
covenant to be performed  or observed by it  contained  herein and fails to cure
such  default  within ten (10) days of written  notice of default by the City to
the Borrower; or

         D. the Borrower shall (1) apply for or consent to the  appointment of a
receiver,  trustee,  or liquidator of itself, or of all or a substantial part of
its assets, or (2) be unable, or admit in writing its inability to pay its debts
as they  become  due,  or (3)  make a  general  assignment  for the  benefit  of
creditors,  or (4)  be  adjudicated  a  bankrupt  or  insolvent,  or (5)  file a
voluntary   petition  in  bankruptcy   or  a  petition  or  an  answer   seeking
reorganization  or an answer  admitting the material  allegations  of a petition
filed against it in any bankruptcy, reorganization or insolvency proceeding.

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         SECTION VII.  REMEDIES: If an event of default shall occur, or pursuant
                       --------
to Section VI(C) shall occur and be continuing:

         A. the City may  immediately  declare  the  principal  of and  interest
accrued, if any, on the Loan to be forthwith due and payable, whereupon the same
shall become immediately due and payable; and

         B. the City  shall  have the  right to  exercise  any and all  remedies
available at law or in equity.

         SECTION VIII.  OTHER PROVISIONS.
                        ----------------

         In addition to all of the other terms and conditions of this Agreement,
the Borrower hereby covenants and agrees to the following:

         A. NO WAIVER BY THE CITY:  Any waiver by the City of any default on the
part of the Borrower shall not waive or affect any other default,  whether prior
or subsequent thereto or a repetition of the same default.

         B.  NO  JOINT  VENTURE/DISCLAIMER  OF  RELATIONSHIP:  The  relationship
between the City and the Borrower shall be only that of  creditor-debtor  and no
relationship of agency, partner or joint or co-venturer or any other third-party
relationship  shall be created by or inferred from this Agreement.  The Borrower
shall  indemnify,  defend  and hold the City  harmless  from any and all  claims
asserted against the City as being the agent,  partner, or joint-venturer of the
Borrower.

         C. FINAL AGREEMENT:  The terms and conditions of this Agreement are the
final written expression of the parties. All prior discussions, negotiations and
agreements  are of no force and effect except to the extent such  agreements are
referred to herein. This Agreement can be modified only in writing duly executed
by all parties.  This  Agreement  may not be assigned  without the prior written
consent of the City.

         D.  INTERPRETATION:  Should any provision of this Agreement be adjudged
to be  unenforceable,  it  shall,  at  the  City's  election,  be  deemed  to be
automatically  reformed to the extent possible to render it enforceable  and, in
any event, the invalidity or unenforceability of one provision of this Agreement
shall  not  affect  or  impair  the  validity  or  enforceability  of any of the
remaining  provisions of this Agreement.  Section and paragraph headings are for
convenience  only and do not bear on the construction or  interpretation  of the
content of this  Agreement.  The singular  number shall include the plural,  the
plural the singular  and the use of any gender,  or the neutral  form,  shall be
applicable to all genders.

         E. TIME OF ESSENCE: Time is of the essence of this Agreement. All times
herein  specified are, in each case, firm and shall not be extended  without the
City's written approval.

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<PAGE>
         F. THE CITY'S RIGHT TO USE THE BORROWER'S NAME: The City shall have the
right,  upon the written consent of the Borrower,  to: (a) include the Borrower,
the Premises and the Project,  its name and photograph or artistic rendering and
other   pertinent   information  in  the  City's   promotional   literature  and
communications, and (b) erect a sign of a size and style approved by the City in
a conspicuous  location on the Premises  during the term of the Loan  indicating
financing has been provided by the City.

         G. [Intentionally Omitted.]

         H. [Intentionally Omitted.]

         I. INDEMNIFICATION:  The Borrower covenants and agrees, at its expense,
to pay and to indemnify and save the City,  the City's  officers,  employees and
agents harmless from and against any and all claims, damages, demands, expenses,
liabilities and taxes (of any character or nature  whatsoever,  regardless of by
whom  imposed),  and  losses of every  conceivable  kind,  character  and nature
whatsoever  (including,  but not  limited  to,  claims for loss or damage to any
property  or injury to or death of any  person  asserted  by or on behalf of any
person,  firm,  corporation or governmental  authority arising out of, resulting
from, or in any way connected with, the Project or Premises),  or the condition,
occupancy,  use,  possession,  conduct or management  of, or any work done in or
about,  or involving,  the Project or Premises.  The Borrower also covenants and
agrees,  at its expense,  to pay and to indemnify and save the City,  the City's
officers,  employees and agents,  harmless  from and against all costs,  counsel
fees  (including  the fees of any outside  counsel  retained by the City and the
City's Corporation Counsel, the City's officers, employees and agents, or any of
them),  expenses and liabilities incurred in any action or proceeding brought by
reason of any such claim or demand.  In the event that any action or  proceeding
is brought  against the City,  the City's  officers,  employees  and agents,  by
reason of any such claim or demand,  the  Borrower,  upon  notice from the City,
shall  resist and defend such action or  proceeding  on behalf of the City,  the
City's officers,  employees and agents.  The City shall have the right to employ
separate  counsel in any such Claim and to participate  in the defense  thereof.
The fees and expenses of such counsel so incurred shall be at the expense of the
Borrower without regard to any authorization of such employment by the Borrower.
This  obligation  on the part of the Borrower  shall survive the closing of this
Loan, the repayment of the Loan and any cancellation of this Agreement.

         J. COUNTERPARTS. This Agreement may be executed in several counterparts
each of which shall be an original and all of which shall constitute but one and
the same instrument.

         SECTION IX.  NOTICES
                      -------

         Unless  otherwise  specified,  any notice,  demand or request  required
hereunder shall be effective only if given in writing at the addresses set forth
in  Exhibit  A,  by  any of the  following  means:  (a)  personal  service;  (b)
electronic  communications,  whether by telex, telegram,  telecopy or facsimile;
(c) overnight courier,  receipt requested;  or (d) registered or certified mail,
return receipt requested.

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         Such  addresses  may be changed by notice to the other parties given in
the same manner provided above.  Any notice,  demand or request sent pursuant to
either  clause  (a) or (b) above  shall be deemed  received  upon such  personal
service or upon dispatch by electronic means with  confirmation of receipt.  Any
notice,  demand or request  sent  pursuant  to clause (c) above  shall be deemed
received on the Business Day  immediately  following  deposit with the overnight
courier,  and any notice,  demand or request  sent  pursuant to clause (d) above
shall be deemed received Business Days following deposit in the mail.

         SECTION X.  GOVERNING LAW
                     -------------

         This Loan Agreement and the other Loan  Documents  shall be governed by
and  construed in  accordance  with the  internal  laws of the State of Illinois
without regard to its conflict of laws principles.

         SECTION XI.       NO BUSINESS RELATIONSHIP WITH CITY ELECTED OFFICIALS
                           ----------------------------------------------------

         Pursuant to Section  2-156-030(b) of the Municipal Code of Chicago,  it
is illegal for any elected  official  of the City,  or any person  acting at the
direction of such official,  to contact,  either orally or in writing, any other
City official or employee  with respect to any matter  involving any person with
whom the elected official has a "Business  Relationship"  (as defined in Section
2-156-080 of the Municipal Code of Chicago), or to participate in any discussion
in any City Council  committee hearing or in any City Council meeting or to vote
on any matter  involving the person with whom an elected official has a Business
Relationship.  Violation of Section 2-156-030(b) by any elected official, or any
person acting at the direction of such official, with respect to any of the Loan
Documents, or in connection with the transactions contemplated thereby, shall be
grounds for termination of the Loan Documents and the transactions  contemplated
thereby.  The Borrower  hereby  represents and warrants that, to the best of its
knowledge after due inquiry,  no violation of Section  2-156-030(b) has occurred
with  respect  to any of the Loan  Documents  or the  transactions  contemplated
thereby.

         SECTION XII.  LABOR STANDARDS
                       ---------------

         If Loan  proceeds are used for  construction,  the Borrower  agrees for
itself and shall contractually obligate its General Contractor, if any, and each
subcontractor, if any, so that during the construction of the Project:

         A. All labor  standards and  prevailing  wage schedules of the Illinois
Prevailing Wage Act (820 ILCS 130/0.01 et seq.) are met; and

         B.       (1) Consistent    with  the    findings   which  support   the
         Minority-Owned   and  Women-Owned   Business   Enterprise   Procurement
         Program (the"MBE/WBE Program"), Section 2-92-420 et seq.,Municipal Code
         of Chicago, and in reliance upon the provisions of the MBE/WBE  Program
         to the extent  contained in,and as qualified by, the provisions of this

                                       10
<PAGE>
         Paragraph  XII.B,  during the  course  of the   Project,  at least  the
         following  percentages  of the  aggregate  hard construction  costs (as
         set forth in the   Project  Budget)    shall be   expended for contract
         participation by minority-owned  businesses ("MBEs") and by women-owned
         businesses ("WBEs"): (i) At least 25 percent by MBEs; and (ii) At least
         five percent by WBEs,

                  (2) For purposes of this  Paragraph  XII.B only,  the Borrower
         (and any party to whom a contract is let by the Borrower in  connection
         with  the  Project)  shall  be  deemed a  "contractor"  and  this  Loan
         Agreement (and any contract let by the Borrower in connection  with the
         Project)  shall be deemed a  "contract"  as such  terms are  defined in
         Section  2-92-420,  Municipal  Code of Chicago.  In addition,  the term
         "minority-owned  business"  or "MBE"  shall mean a business  enterprise
         identified in the Directory of Certified Minority Business  Enterprises
         published  by  the  City's  Department  of  Procurement   Services,  or
         otherwise certified by the City's Department of Procurement Services as
         a  minority-owned  business  enterprise;   and  the  term  "women-owned
         business" or "WBE" shall mean a business  enterprise  identified in the
         Directory  of Certified  Women  Business  Enterprises  published by the
         City's Department of Procurement  Services,  or otherwise  certified by
         the City's Department of Procurement Services as a women-owned business
         enterprise,

                  (3)  Consistent  with  Section  2-92-440,  Municipal  Code  of
         Chicago,  the Borrower's  MBE/WBE commitment may be achieved in part by
         the  Borrower's  status as an MBE or WBE (but only to the extent of any
         actual work  performed  on the Project by the  Borrower)  or by a joint
         venture  with one or more MBEs or WBEs  (but only to the  extent of the
         lesser of (i) the MBE or WBE  participation  in such  joint  venture or
         (ii) the amount of any actual work  performed on the Project by the MBE
         or  WBE),  by the  Borrower  utilizing  a MBE  or a WBE as the  General
         Contractor  (but only to the extent of any actual work performed on the
         Project by the General  Contractor),  by  subcontracting or causing the
         General  Contractor  to  subcontract a portion of the Project to one or
         more MBEs or WBEs, or by the purchase of materials  used in the Project
         from one or more MBEs or WBEs, or by any  combination of the foregoing.
         Those  entities  which  constitute  both a MBE and a WBE  shall  not be
         credited  more  than  once  with  regard  to  the  Borrower's   MBE/WBE
         commitment as described in this Paragraph XII.B,

                  (4) The Borrower shall deliver quarterly reports to DOE during
         the  Project  describing  its efforts to achieve  compliance  with this
         MBE/WBE  commitment.  Such reports shall include,  inter alia, the name
         and business  address of each MBE and WBE  solicited by the Borrower or
         the  General  Contractor  to work  on the  Project,  and the  responses
         received from such solicitation,  the name and business address of each
         MBE or WBE actually involved in the Project,  a description of the work
         performed or products or services supplied, the date and amount of such
         work, product or service,  and such other information as may assist DOE
         in determining the Borrower's  compliance with this MBE/WBE commitment.
         The Borrower shall  maintain  records of all relevant data with respect
         to the  utilization of MBEs and WBEs in connection with the Project for
         at least

                                       11
<PAGE>
         five years  after  completion   of   the  Project,  and  DOE shall have
         access to all such records maintained by the Borrower, on five Business
         Days'  notice,  to allow the City to review the  Borrower's  compliance
         with its commitment to MBE/WBE  participation and the status of any MBE
         or WBE performing any portion of the Project,

                  (5)  Upon  the  disqualification  of any  MBE  or WBE  General
         Contractor or Subcontractor,  if such status was  misrepresented by the
         disqualified  party,  the  Borrower  shall be obligated to discharge or
         cause  to  be  discharged  the  disqualified   General   Contractor  or
         Subcontractor, and, if possible, identify and engage a qualified MBE or
         WBE  as  a   replacement.   For  purposes  of  this   subsection,   the
         disqualification  procedures are further described in Section 2-92-540,
         Municipal Code of Chicago,

                  (6)  Any  reduction  or  waiver  of  the  Borrower's   MBE/WBE
         commitment as described in this Paragraph  XII.B shall be undertaken in
         accordance with Section 2-92-450, Municipal Code of Chicago, and

                  (7) Prior to the  commencement  of the  Project,  the Borrower
         shall be required to meet with the monitoring  staff of DOE with regard
         to the Borrower's  compliance with its obligations under this Paragraph
         XII.B.  The General  Contractor and all major  Subcontractors  shall be
         required to attend this pre-construction  meeting. During said meeting,
         the  Borrower  shall  demonstrate  to  DOE  its  plan  to  achieve  its
         obligations  under this Paragraph XII.B, the sufficiency of which shall
         be approved by DOE.  During the Project,  the Borrower shall submit the
         documentation  required by this Paragraph XII.B to the monitoring staff
         of DOE.  Failure to submit such  documentation  on a timely basis, or a
         determination  by DOE,  upon  analysis of the  documentation,  that the
         Borrower is not complying  with its  obligations  under this  Paragraph
         XII.B,  shall, upon the delivery of written notice to the Borrower,  be
         deemed an Event of Default.  Upon the  occurrence  of any such Event of
         Default,  in addition to any other  remedies  provided under any of the
         Loan  Documents,  the City  may:  (i)  issue a  written  demand  to the
         Borrower to halt the Project,  (ii) withhold any further payment of any
         Loan proceeds to the Borrower or the General Contractor,  or (iii) seek
         any other remedies against the Borrower available at law or in equity.

         SECTION XIII.  CITY RESIDENT EMPLOYMENT REQUIREMENT
                        ------------------------------------

         The Borrower  agrees for itself and its  successors  and  assigns,  and
shall  contractually  obligate the general  contractor  who performs the Project
(the  "General   Contractor")   and  shall  cause  the  General   Contractor  to
contractually  obligate the  subcontractors  the General  Contractor  engages to
perform the Project (the "Subcontractors"), as applicable, to agree, that during
the Project they shall comply with the minimum  percentage of total worker hours
performed by actual  residents  of the City as specified in Section  2-92-330 of
the  Municipal  Code of Chicago (at least 50 percent of the total  worker  hours
worked  by  persons  on the site of the  Project  shall be  performed  by actual
residents of the City);  provided,  however,  that in addition to complying with
this percentage,  the Borrower,  the General  Contractor and the  Subcontractors
shall be required to

                                       12
<PAGE>
make good  faith  efforts  to utilize  qualified  residents  of the City in both
unskilled and skilled labor positions.

         The  Borrower  may  request  a  reduction  or  waiver  of this  minimum
percentage  level of  Chicagoans  as  provided  for in Section  2-92-330  of the
Municipal Code of Chicago in accordance with standards and procedures  developed
by the Chief Procurement Officer of the City.

         "Actual  residents of the City" shall mean persons domiciled within the
City.  The domicile is an  individual's  one and only true,  fixed and permanent
home and principal establishment.

         The  Borrower,  the General  Contractor  and the  Subcontractors  shall
provide for the  maintenance of adequate  employee  residency  records to ensure
that actual  Chicago  residents are employed on the Project.  The Borrower,  the
General  Contractor and the  Subcontractors  shall  maintain  copies of personal
documents supportive of every Chicago employee's actual record of residence.

         Weekly certified payroll reports (U.S.  Department of Labor Form WH-347
or  equivalent)  shall be submitted to the  Commissioner  of DOE in  triplicate,
which shall  identify  clearly the actual  residence  of every  employee on each
submitted certified payroll. The first time that an employee's name appears on a
payroll, the date that the company hired the employee should be written in after
the employee's name.

         The  Borrower,  the General  Contractor  and the  Subcontractors  shall
provide  full  access  to their  employment  records  to the  Chief  Procurement
Officer,  the  Commissioner  of DOE, the  Superintendent  of the Chicago  Police
Department,  the  Inspector  General,  or  any  duly  authorized  representative
thereof.  The Borrower,  the General  Contractor  and the  Subcontractors  shall
maintain all relevant  personnel data and records for a period of at least three
years after final acceptance of the work constituting the Project.

         At the direction of DOE, affidavits and other supporting  documentation
will be required of the Borrower,  the General Contractor and the Subcontractors
to verify or clarify an employee's  actual address when doubt or lack of clarity
has arisen.

         Good faith efforts on the part of the Borrower,  the General Contractor
and the  Subcontractors to provide  utilization of actual Chicago residents (but
not  sufficient  for the  granting of a waiver  request as  provided  for in the
standards and procedures  developed by the Chief Procurement  Officer) shall not
suffice to replace the actual,  verified achievement of the requirements of this
Section XIII concerning the worker hours performed by actual Chicago residents.

         When work at the Project is  completed,  in the event that the City has
determined that the Borrower failed to ensure the fulfillment of the requirement
of this  Section  concerning  the  worker  hours  performed  by  actual  Chicago
residents  or failed to report in the manner as indicated

                                       13
<PAGE>
above, the City will thereby be damaged in the failure to provide the benefit of
demonstrable  employment to Chicagoans to the degree stipulated in this Section.
Therefore,  in  such a case  of  non-compliance,  it is  agreed  that  1/20 of 1
percent,  0.0005,  of the  aggregate  hard  construction  costs set forth in the
Project  Budget (as the same shall be evidenced by approved  contract  value for
the  actual  contracts)  shall be  surrendered  by the  Borrower  to the City in
payment  for each  percentage  of  shortfall  toward  the  stipulated  residency
requirement. Failure to report the residency of employees entirely and correctly
shall result in the surrender of the entire liquidated  damages as if no Chicago
residents were employed in either of the categories.  The willful  falsification
of statements  and the  certification  of payroll data may subject the Borrower,
the General Contractor and/or the  Subcontractors to prosecution.  Any retainage
to cover contract  performance  that may become due to the Borrower  pursuant to
Section  2-92-250 of the  Municipal  Code of Chicago may be withheld by the City
pending the Chief Procurement Officer's  determination whether the Borrower must
surrender damages as provided in this paragraph.

         Nothing herein  provided shall be construed to be a limitation upon the
"Notice  of  Requirements  for  Affirmative  Action to Ensure  Equal  Employment
Opportunity,  Executive  Order 11246" and  "Standard  Federal  Equal  Employment
Opportunity,  Executive Order 11246," or other  affirmative  action required for
equal  opportunity under the provisions of this Loan Agreement or the other Loan
Documents.

         The Borrower shall cause or require the provisions of this Section XIII
to be included in the  Borrower's  contract  with the  General  Contractor  (the
"Construction  Contract")  and all applicable  subcontracts  between the General
Contractor and the Subcontractors ("Subcontracts").

            [the remainder of this page is intentionally left blank]

                                       14
<PAGE>
         IN  WITNESS  WHEREOF,  the  City  and the  Borrower  have  caused  this
Agreement to be duly executed and delivered as of the date first above written.



                                       CITY OF CHICAGO
                                       an Illinois municipal corporation



                                       -----------------------------------------
                                       Commissioner, Department of Environment


                                       -----------------------------------------
                                       Director, Office of Budget and Management


                                       -----------------------------------------
                                       City Comptroller, Department of Finance




                                       SWEETHEART CUP COMPANY INC.
                                       a Delaware corporation

                                       By:
                                          --------------------------------------

                                       Its:
                                          --------------------------------------

                                       15
<PAGE>
                                    EXHIBIT A

                               TERMS OF AGREEMENT


1. As referred to in this Agreement:

         The Borrower  will use the proceeds of the Loan to purchase and install
         (1) compressed air system improvements,  (2) lighting improvements, and
         (3)  mechanical  system  improvements  (the  "Project")  at 7575  South
         Kostner, Chicago Illinois 60652 (the "Premises").

2. As referred to in the Recitals and SECTION II(B):

         The Loan amount shall be $2,000,000

3. As referred to in SECTION II(C):

         The  Term of  Agreement  shall  commence  on the  date  hereof  and the
         Agreement shall remain in effect until the later of (i) August 1, 2014,
         or (ii) the date on which all amounts  due by the  Borrower to the City
         pursuant to the provisions of the Agreement,  at the City's discretion,
         are paid in full (the "Expiration Date").

4. As referred to in SECTIONS II(D):

         The  Interest  Rate  shall be Zero( 0)  percent  per annum and shall be
         calculated  as  specified  on the Note dated the date  hereof  from the
         Borrower to the City.

5. As referred to in SECTION II(E):

         Principal  shall be due and payable in equal  installments  of $100,000
         commencing on February 1, 2004 (the "Initial Payment Date") and every 6
         months thereafter.

6. As referred to in SECTION IV(M):

         Additional warranties, representations or covenants: None.

7. As referred to in SECTION IX:

         Notices shall be sent to the following addresses:

         IF TO THE BORROWER:  Sweetheart Cup Company Inc.
                              10100 Reistertown Road
                              Owings Mills, Maryland 21117
                              Attention: Daniel Carson

                                       16
<PAGE>
         WITH A COPY TO:      Sweetheart Cup Company Inc.
                              115 Stevens Avenue
                              Valhalla, New York 10595
                              Attention: Harvey L. Friedman

         IF TO THE CITY:      City of Chicago
                              Department of Environment
                              30 North LaSalle Street, Room 2500
                              Chicago, Illinois 60602
                              Attention: Deputy Commissioner, Energy

         WITH A COPY TO:      City of Chicago
                              Department of Law
                              121 North LaSalle Street, Room 600
                              Chicago, Illinois 60602
                              Attention: Finance & Economic Development Division

                                       17
<PAGE>
                                    EXHIBIT B

                                 PROJECT BUDGET

Total estimated project budget is $ 7,011,069

Loan from City is $2,000,000

                                       18
<PAGE>

                                    EXHIBIT C

                                  FORM OF NOTE

                                 PROMISSORY NOTE

                                                               Chicago, Illinois

$2,000,000                                                   __________ __, 2002

         FOR VALUE  RECEIVED,  the  undersigned,  Sweetheart Cup Company Inc., a
Delaware corporation,  and its successors and assigns ("Maker"), hereby promises
to pay  to the  order  of  the  City  of  Chicago,  Illinois  ("Holder")  at its
Department of Finance,  33 North LaSalle Street,  Suite 600,  Chicago,  Illinois
60602,  or at such other place as Holder may appoint,  the  principal sum of Two
Million  Dollars  ($2,000,000)  at a rate  of  Zero  percent  per  annum  on the
outstanding principal balance from time to time, payable as follows:

         Principal  shall be due and payable in equal  installments  of $100,000
commencing on February 1, 2004 (the "Initial  Payment  Date") and every 6 months
thereafter.

         Any  interest  charged on this Note will  accrue on the basis of a year
consisting of 360 days, comprised of 12 months of 30 days each.

         In  connection  with that certain Loan, as defined in that certain Loan
Agreement  dated of even date  herewith  between  Holder  and Maker  (the  "Loan
Agreement" and,  together with this Note, the "Loan  Documents"),  to be made by
Holder  to  Maker  in  connection  with  the  Project  (as  defined  in the Loan
Agreement),   Maker  has  executed  and  delivered  this  Promissory  Note.  All
capitalized  terms used but not  otherwise  defined  herein  shall have the same
meanings as set forth in the Loan Agreement.

         This Note may be prepaid by Maker at any time,  in whole or in part, at
a price  equal  to 100% of the  principal  amount  being  prepaid  plus  accrued
interest on such amount to the prepayment date.

         If any payment of principal or interest, if any, due hereunder,  or any
other  charges  due to  Holder as  required  under  this Note or the other  Loan
Documents,  shall not be paid on the date such  payment is due,  Maker shall pay
Holder  hereof as liquidated  damages and not as a penalty an  additional  "late
charge" of 15 percent of such  delinquent  payment or the maximum  permitted  by
law,  whichever is less,  in order to defray the  increased  cost of  collection
occasioned by any such late payments. Further, any such delinquent payments (not
including  interest payments) shall bear interest from and after the date due at
the lesser of the rate of 15 percent per annum or the maximum rate  permitted by
law until so paid.

                                       19
<PAGE>
         Maker  will  pay  all  costs  and  expenses  of  collection,  including
attorneys'  fees,  incurred  or paid by  Holder  in  enforcing  this Note or the
obligations evidenced by the Loan Documents to the extent permitted by law.

         Maker hereby waives presentment,  demand, notice, protest and all other
demands or notices in  connection  with the delivery,  acceptance,  endorsement,
performance,  default or enforcement of this Note, except as may be specifically
set forth in the Loan Documents as to notices.

         Holder is expressly  authorized to apply  payments made under this Note
as Holder may elect against any and all amounts,  or portions thereof,  then due
and payable to Holder hereunder or under any of the Loan Documents.

         Upon Maker's  failure to pay, when due, any installment of principal of
or interest,  if any, on this Note in accordance with the terms hereof,  or upon
Maker's  failure to pay when due (including  any  applicable  notice and/or cure
periods)  any other sums or perform or observe any  covenant,  term or provision
hereof on a timely  basis as  required  hereunder  (which  failure to perform or
observe  remains  unremedied  for 30 days after  notice  thereof  from Holder to
Maker;  provided,  however,  that Holder shall not be precluded  during any such
periods from exercising any remedies available under any of the Loan Documents),
or upon the  occurrence  of an Event of  Default  under  any of the  other  Loan
Documents, then, at the option of Holder hereof, Holder may elect without notice
to Maker to  accelerate  the  maturity of this Note and upon such  election  the
principal sum remaining unpaid hereon,  together with accrued interest,  if any,
hereon and any additional  indebtedness  due by Maker to Holder under any of the
Loan Documents,  shall become at once due and payable at the place of payment as
aforesaid,  and Holder may proceed to exercise any rights and remedies available
to Holder under any of the Loan  Documents  and to exercise any other rights and
remedies  against  Maker or with  respect to this Note which  Holder may have at
law, in equity or otherwise.  None of the rights or remedies of Holder hereunder
or under any of the Loan  Documents  are to be deemed  waived or affected by any
failure  to  exercise  same.  All  remedies  conferred  upon  Holder by the Loan
Documents  or any other  instrument,  document or  agreement to which Maker is a
party or under which Maker is bound, shall be cumulative and not exclusive;  any
such remedies may be exercised  singularly,  concurrently  or  consecutively  at
Holder's option.

         No delay or  omission  on the part of  Holder in  exercising  any right
hereunder  shall  operate  as a waiver of such  right or of any  other  right of
Holder, nor shall any delay,  omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion.

         The parties  hereto intend and believe that each provision in this Note
comports  with all  applicable  law.  However,  if any provision in this Note is
found by a court of law to be in  violation of any  applicable  law, and if such
court  should  declare  any  provision  of  this  Note to be  unlawful,  void or
unenforceable as written,  then it is the intent of all parties hereto that such
provision  shall be given full force and effect to the fullest  possible  extent
that is legal,  valid and

                                       20
<PAGE>
enforceable,  that the  remainder  of this Note  shall be  construed  as if such
unlawful,  void or unenforceable  provision were not contained herein,  and that
the rights, obligations and interests of Maker and Holder under the remainder of
this Note shall continue in full force and effect.

         Upon any  endorsement,  assignment  or other  transfer  of this Note by
Holder or by operation of law, the term  "Holder" as used herein shall mean such
endorsee,  assignee or other  transferee or successor.  This Note shall inure to
the benefit of Holder,  its  successors  and  assigns and shall be binding  upon
Maker, its successors and assigns.

         MAKER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED WITHIN THE STATE OF ILLINOIS, AND WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS  UPON IT, AND  CONSENTS  THAT ALL SUCH SERVICE OF PROCESS BE MADE AND BE
EFFECTIVE IN THE MANNER PRESCRIBED FOR NOTICES AS SET FORTH HEREIN. MAKER HEREBY
WAIVES TRIAL BY JURY,  ANY OBJECTION  BASED UPON FORUM NON  CONVENIENS,  AND ANY
OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER. NOTHING IN THIS PARAGRAPH
SHALL  AFFECT THE RIGHT OF HOLDER TO SERVE  LEGAL  PROCESS  IN ANY OTHER  MANNER
PERMITTED BY LAW OR AFFECT THE RIGHT OF HOLDER TO BRING ANY ACTION OR PROCEEDING
AGAINST MAKER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

         Unless  otherwise  specified,  any notice,  demand or request  required
hereunder  shall be given in writing at the addresses set forth below, by any of
the  following  means:  (a) personal  service;  (b)  electronic  communications,
whether  by  telex,  telegram  or  telecopy;  (c)  overnight  courier,   receipt
requested; or (d) registered or certified mail, return receipt requested.

         IF TO HOLDER:     Department of Environment
                           City of Chicago
                           30 North LaSalle Street, Room 2500
                           Chicago, Illinois  60602
                           Attention:  Commissioner

         WITH COPIES TO:   Office of the Corporation Counsel
                           City of Chicago
                           121 North LaSalle Street, Room 600
                           Chicago, Illinois  60602
                           Attention:  Finance and Economic Development Division

                                       and

                           Department of Finance
                           City of Chicago
                           33 North LaSalle Street, Suite 600
                           Chicago, Illinois  60602
                           Attention: City Comptroller

                                       21
<PAGE>
         IF TO MAKER:      Sweetheart Cup Company Inc.
                           10100 Reistertown Road
                           Owings Mills, Maryland 21117
                           Attention: Daniel Carson

         WITH A COPY TO:   Sweetheart Cup Company Inc.
                           115 Stevens Avenue
                           Valhalla, New York 10595
                           Attention: Harvey L. Friedman

         Such  addresses  may be changed by notice to the other parties given in
the same manner provided above.  Any notice,  demand or request sent pursuant to
either  clause  (a) or (b) above  shall be deemed  received  upon such  personal
service or upon dispatch by electronic means with  confirmation of receipt.  Any
notice,  demand or request  sent  pursuant  to clause (c) above  shall be deemed
received on the Business Day  immediately  following  deposit with the overnight
courier,  and any notice,  demand or request  sent  pursuant to clause (d) above
shall be deemed received two Business Days following deposit in the mail.

         This Note shall be  construed  and  enforced  according to the internal
laws of the State of Illinois without regard to its conflict of laws principles.

         Nothing herein or in any of the Loan  Documents  shall limit the rights
of Holder, following any of the events hereinafter described, to take any action
as may be necessary or desirable to pursue Maker for any and all losses incurred
by Holder arising from: (i) a material misrepresentation,  fraud made in writing
or  misappropriation  of funds by Maker; (ii) intentional,  or material waste to
the  Premises;  (iii)  use of  proceeds  of the Loan for  costs  other  than the
Project;  (iv) any breach of Maker's  representations,  warranties  or covenants
contained in any of the Loan  Documents;  (v) the  occurrence  of any  uninsured
casualty  to the  Premises  for  which  there  has been a  failure  to  maintain
insurance  coverage  as  required  by the  terms  and  provisions  of  the  Loan
Documents;  (vi) the misappropriation or misapplication of insurance proceeds or
condemnation  awards  relating to the Premises;  or (vii) any  inaccuracy in the
statements in the Loan Documents.

         In any case  where  the date of  payment  of  interest,  if any,  on or
principal  of this Note  shall  not be a  Business  Day,  then  payment  of such
interest or principal  need not be made on such date but may be made on the next
succeeding  Business  Day and, if  interest  is charged on this Note,  this Note
shall continue to bear interest until such date of payment.

         THE TERMS AND PROVISIONS OF THE LOAN DOCUMENTS ARE HEREBY  INCORPORATED
BY REFERENCE AND MADE A PART OF THIS NOTE.

                                       22
<PAGE>
         IN WITNESS  WHEREOF,  Maker has caused this Note to be duly executed on
the date first above written.


                           Sweetheart Cup Company Inc.,
                           a Delaware corporation

                           By:      _________________________

                           Its:     _________________________

                                       23
<PAGE>
                                    EXHIBIT D

                             BORROWER'S RESOLUTIONS

                                       24
<PAGE>
                                    EXHIBIT E

                          ECONOMIC DISCLOSURE STATEMENT