Exhibit
4.8  DATED 31 January 2005   JSG FUNDING PLC as Lender  and  JSG ACQUISITIONS as Borrower   
  INTERCOMPANY LOAN AGREEMENT  
   KIRKLAND
& ELLIS
INTERNATIONALTower 42
25 Old Broad Street
London EC2N 1HQ
Telephone: +44 (0)20 7816 8700
www.kirkland.com


THIS AGREEMENT is
made on 31 January 2005 BETWEEN:  (1)JSG FUNDING PLC, a company registered in
Ireland (registered number 357958) (the Lender);
and  (2)JSG ACQUISITIONS, a company registered in
Ireland (registered number 358039) (the Borrower).  IT IS AGREEDas
follows:  1.Definitions  1.1.In
this Agreement:  Advance means the principal amount of the
advance (as from time to time reduced by repayment or prepayment or increased
by the capitalisation of interest) made or to be made by the Lender to the
Borrower pursuant to Clause 3 hereof.  New Senior Subordinated Notes means the Further
Notes as defined in the New Senior Subordinated Notes Priority Deed.  New Senior Subordinated Notes Priority Deed
means the priority deed entered into between Jefferson Smurfit Group Limited,
the Lender hereunder, the Senior Creditors, the Junior Creditors (each as
defined therein) and others on or about the date hereof.  Payment Date means the earlier of (A) the
date on which the New Senior Subordinated Notes are to be repaid in full or in
part, at final maturity in accordance with the terms of the New Senior
Subordinated Notes, and (B) the date on which the New Senior Subordinated Notes
fall due for payment upon acceleration or under any mandatory prepayment or
repurchase provision in any case in accordance with the terms of the New Senior
Subordinated Notes provided that either (i) the amounts due under the Senior
Facility Agreement have then fallen due or have been declared to be due and
payable on acceleration or (ii) 179 days have elapsed from the date on which
the Lender or the Bond Trustee (as defined in the New Senior Subordinated Notes
Priority Deed) gave notice to the Senior Agent (as defined in the Priority
Deed) of the occurrence of the event of default entitling the New Senior
Subordinated Notes to be so accelerated or (iii) an order for the winding-up
administration, examination or dissolution of the Borrower has been made or any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
receiver, administrative receiver, examiner, administrator or similar officer
has been appointed in respect of the Borrower.  Repayment includes redemption and vice
versa and the words repay, redeem, repayable, redeemable, repaid and redeemed
shall be construed accordingly.  Senior Facility Agreement means the
agreement dated 12th September, 2002 (as amended) between the
Borrower, Deutsche Bank AG London and Merrill Lynch  2


International as
arrangers, the parties thereto as lenders and the other parties thereto in
respect of 2,525,000,000 senior facilities.  1.2.Terms
defined in or whose interpretation is provided for in the Senior Facility
Agreement shall have the same meaning when used in this Agreement unless
separately defined or interpreted in this Agreement.  1.3.In
this Agreement, unless the contrary intention appears, a reference to:  (a)a
Clause is a reference to a clause of this Agreement;  (b)words
imparting the singular include the plural and vice versa; and  (c)a
Transaction Document or another document is a reference to that Transaction
Document or other document as amended.  1.4.Headings
and the index are for convenience of reference only and shall be ignored in the
interpretation of this Agreement.  2.Purpose  Each Advance may only be
used for the purposes of repaying that part of the Newco 1 Loan which
represents the proceeds of and the premium on the PIK Securities (and
capitalized interest thereon) and to pay fees and expenses in relation to the
issue of the New Senior Subordinated Notes.  3.Advance  The Lender agrees that it
will, promptly on the same Business Day as the proceeds of the New Senior
Subordinated Notes are received by the Lender, make an advance to the Borrower
in an aggregate amount equal to the aggregate principal amount of such New
Senior Subordinated Notes issued by the Lender.  4.Interest
and Other Amounts  4.1.Interest
will accrue on the outstanding principal amount of the Advance (or any portion
thereof) at a rate equal to the coupon payable on the New Senior Subordinated
Notes in accordance with the terms of the New Senior Subordinated Notes.  4.2.Interest
will be payable 5 Business Days prior to the date the corresponding interest on
the applicable New Senior Subordinated Notes (or the securities into which they
convert) is due under the terms of the New Senior Subordinated Notes (or the
applicable instrument pursuant to which the securities into which they convert
is issued), together with, in the case of the first payment of interest,
accrued interest from 31 January 2005.  4.3.Interest
on any overdue amount of principal, interest or other sum will be payable (both
before and after judgement) on demand from time to time at the applicable rate
of interest hereunder for the Advance plus 1%.  3


4.4.The
Lender may at its discretion sanction a deferral of interest and/or waive
defaults by the Borrower in respect of the Advance.  In the case of such deferral, the payment
shall be deferred until such date as the Lender requires payment of any
deferred interest.  4.5.In
addition, the Borrower shall pay to the Lender (A) amounts equal to any
additional amounts payable under applicable gross-up provisions of the New
Senior Subordinated Notes; (B) amounts equal to default interest or liquidated
damages payments under the New Senior Subordinated Notes; (C) an amount equal
to the amount of the US registration costs and legal fees incurred in
connection with the issue of the New Senior Subordinated Notes and an amount
equal to the amount of payments due under any registration right agreement
relating to the New Senior Subordinated Notes and (D) an amount equal to any
other payments but not exceeding (when aggregated with the amounts paid under
clause 4.5(D) of the Newco 1 Loan Agreement and clause 5.5 of the Second Newco
1 Loan Agreement during such period) 500,000 in any twelve month period.  5.Repayment  The Advance (together
with all interest accrued thereon, an amount equal to any premium due on the
New Senior Subordinated Notes and other amounts due or owing to the Lender in
connection with the Advance) shall be repayable by the Borrower on the date
falling 5 days before the Payment Date, in freely available, immediately
transferable funds.  6.Voluntary
Prepayment  The Borrower may, if
permitted by the New Senior Subordinated Notes Priority Deed, prepay the whole
or any part of the Advance borrowed by it (together with interest accrued
thereon, an amount equal to any premium due on the New Senior Subordinated Notes
and any other amounts due or owing to the Lender at such time) at any time
provided an equivalent amount is prepaid in respect of the New Senior
Subordinated Notes, within five Business Days of such prepayment.  7.Payments  7.1.Unless
required by law and unless the Borrower and the Lender agree otherwise, all
payments made by the Borrower hereunder shall be made free and clear of and
without any deduction for or on account of any tax, set-off or counterclaim,
and, to the extent any tax deduction is required by law, the amount of the
payment due from the Borrower shall be increased to an amount which leaves the
Lender with an amount equal to the payment which would have been due if no such
deduction had been required.  7.2.The
Borrower shall pay or reimburse any stamp duty, stamp duty reserve tax or other
duties or taxes payable in connection with the execution, constitution and
original issue, completion and initial delivery of this Agreement.  4


8.Priority
Deed  8.1.Until
the Senior Discharge Date (as defined in the Priority Deed), all payments
hereunder shall be subject to the provisions of the Priority Deed and the New
Senior Subordinated Notes Priority Deed.  8.2.Notwithstanding
any other term of this Agreement no payment shall be made by the Borrower and
the Lender shall take no action to recover any payment otherwise due under this
Agreement while such payment or action is not permitted by the Priority Deed
and the New Senior Subordinated Notes Priority Deed.  8.3.The
Senior Creditors and Hedging Banks (as defined in the Priority Deed) may rely
on this Clause 8.  9.General  9.1.This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any party may enter
this agreement by executing a counterpart.  9.2.This
Agreement shall be governed by and construed in accordance with English law.  9.3.Any
dispute arising under or in connection with this Agreement shall be settled by
the courts of England.  9.4.Except
as provided for in the New Senior Subordinated Notes, the rights, title,
interest, benefit and obligations of the Lender under this Agreement are not
capable of assignment, sale or other disposal (whether in whole or in part, by
way of security or otherwise), nor are they capable of being the subject of any
Security Interest or encumbrance (and any attempt by the Lender to do so shall
be of no effect).  The foregoing sentence
does not, for the avoidance of doubt, apply to the Lenders rights, title,
interest and benefit in and to any proceeds arising hereunder.  The Borrower may not assign or transfer
rights or any of its obligations hereunder.  9.5.The
Lender and the Borrower may not, without the prior written consent of the Bond
Trustee (as defined in the New Senior Subordinated Notes Priority Deed) and the
holders of the New Senior Subordinated Notes, amend or agree to amend this
Agreement.  9.6.The
Borrower hereby waives and agrees not to assert any claim that it may now or
hereafter have that the rates of interest specified herein are usurious or in
breach of any similar applicable law.  9.7.Each
of the Bond Trustee (as defined in the New Senior Subordinated Notes Priority
Deed) and the holders of the New Senior Subordinated Notes shall have the
benefit of and shall be entitled to enforce the provisions contained in Clauses
6, 9.4, 9.5 and 9.6 of this Agreement.  5


AS WITNESS the hands of the duly authorised
representatives of the parties hereto the day and year first before written.  6


LenderJSG
  FUNDING PLCBy:/s/ Ian J. CurleyBorrowerJSG
  ACQUISITIONSBy:/s/ Ian J. Curley  7