Exhibit 10.7

               FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT
                                       AND
                     ADDITIONAL BORROWER JOINDER SUPPLEMENT

         THIS FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT AND
ADDITIONAL BORROWER JOINDER SUPPLEMENT (this "Agreement") is made
this 28th day of February, 1997, by and among

         BOX USA OF FLORIDA,  L.P., a limited  partnership  organized  under the
         laws of the State of Georgia (the "Florida Partnership");

         Four M Corporation, a corporation organized under the laws of the State
         of Maryland ("FMC"), Box USA Group, Inc., a corporation organized under
         the laws of the State of New York ("Box"), Four M Paper Corporation,  a
         corporation   organized  under  the  laws  of  the  State  of  Delaware
         ("Paper"),  Four M Manufacturing Group of Georgia,  Inc., a corporation
         organized under the laws of the State of  Pennsylvania  ("Georgia") and
         Page Packaging  Corporation,  a corporation organized under the laws of
         the State of Delaware ("Page"), jointly and severally (FMC, Box, Paper,
         Georgia, and Page, are sometimes herein collectively referred to as the
         "Original Borrowers;" FMC, Box, Paper,  Georgia,  Page, and the Florida
         Partnership  are  sometimes  herein  collectively  referred  to as  the
         "Borrowers" and individually, as a "Borrower");

         NATIONSBANK, N.A., a national banking association ("NationsBank"),  and
         the other financial  institutions  listed on the signature pages hereof
         (NationsBank   and  the  other   financial   institutions   are  herein
         collectively  referred  to as  the  "Lenders"  and  individually,  as a
         "Lender"); and

         NATIONSBANK, N.A., a national banking association (the "Agent").

                                    RECITALS
                                    --------

         A. The Agent, the Lenders and the Original Borrowers are parties to the
Financing and Security Agreement dated as of May 30, 1996 (as amended, modified,
restated,  substituted,  extended and renewed at any time and from time to time,
the  "Financing  Agreement").  Capitalized  terms not otherwise  defined in this
Agreement shall have the meanings given to them in the Financing Agreement.

         B. Box Georgia is the sole general  partner of the Florida  Partnership
which is in the same business as Box.

         C. The  Borrowers  have  requested  that the  Lenders  provide  working
capital financing to the Florida  Partnership by adding the Florida  Partnership
as an Additional  Borrower  under the Financing  Agreement.  The Borrowers  have
advised the Lenders that


<PAGE>



the Borrowers  believe that such financing will benefit them by the  enhancement
to Box Georgia's position as general partner of the Florida Partnership.

         D. The Lenders are willing to provide the working capital  financing on
the condition that the Florida  Partnership,  to the limited extent  provided in
this Agreement,  becomes an Additional  Borrower and grant a Lien on the Florida
Partnership  Collateral (as that term is defined in this Agreement) and that the
Borrowers agree to the other terms and conditions of this Agreement.

                                   AGREEMENTS
                                   ----------

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration,  receipt of which is hereby acknowledged, the Borrowers,
the Agent and the Lenders agree that the Financing  Agreement is hereby  amended
as follows:

         1. The  Borrowers,  the Agent and the Lenders  agree that the  Recitals
above are a part of this Agreement.  Unless otherwise  expressly defined in this
Agreement,  terms defined in the Financing Agreement shall have the same meaning
under this Agreement.

         2. (a) Subject to the terms,  conditions and  limitations  set forth in
this Agreement, the Florida Partnership hereby acknowledges, confirms and agrees
that on and as of the date of this Agreement the Florida Partnership has become,
and is, an "Additional  Borrower" and a "Borrower" under the Financing Agreement
and  the  other  Financing  Documents.  Except  as  otherwise  provided  in this
Agreement,  the  Florida  Partnership  shall be bound and  liable,  jointly  and
severally,  with the  Original  Borrowers  by all of the terms,  provisions  and
conditions of the Financing Documents.

                  (b)  Notwithstanding the provisions of subsection (a)
above and the terms and conditions of the Financing Agreement or
any of the other Financing Documents:

                    (i) The Florida  Partnership shall be obligated to the Agent
               and the  Lenders  only to the extent of the  Florida  Partnership
               Obligations (as that term is defined below) outstanding from time
               to time.

                    (ii) The Florida  Partnership  Collateral  shall secure only
               the Florida Partnership Obligations.

                    (iii) The proceeds of the Florida Partnership Advances shall
               be  used  solely  for the  working  capital  uses of the  Florida
               Partnership in the ordinary  course of the Florida  Partnership's
               business.

                    (iv) The Florida  Partnership  Advances  outstanding  at any
               time shall not exceed the sum of $600,000  plus the lesser of (A)
               $1,500,000,  or (B) the Florida  Partnership  Borrowing  Base (as
               that term is defined below).


<PAGE>

                    (v) Advances to Borrowers other than the Florida Partnership
               shall not exceed the portion of the  Borrowing  Base based solely
               on the Eligible  Receivables and the Eligible  Inventory of those
               other Borrowers minus the amount by which the Florida Partnership
               Advances exceed the Florida Partnership Borrowing Base.

                    (vi) To the  extent a  limitation  contained  in item (v) or
               (vi) is exceeded,  a Borrowing Base Deficiency shall be deemed to
               exist.

                    (vii) As part of the monthly statements  required by Section
               6.1.1(c) of the Financing Agreement, the Borrower shall furnish a
               detailed  statement  of the  extent to which  advances  under the
               Revolving   Credit   Facility   during  the  month  were  Florida
               Partnership Advances.

                    (viii) All Prepayments made by the Florida Partnership under
               the  Revolving  Credit  Facility  shall be applied  solely to the
               Florida Partnership Obligations.

                    (ix)  All   proceeds   from   collections   of  the  Florida
               Partnership  Collateral  under the Financing  Agreement  shall be
               applied solely to the Florida Partnership Obligations.

                    (x) The Florida  Partnership  shall have no liability  under
               Section 2.4.5 of the  Financing  Agreement.  Each other  Borrower
               (other  than Box USA of Florida,  L.P.,  if and when it becomes a
               Borrower)  shall be obligated under Section 2.4.5 with respect to
               all Obligations including, without limitation, the Obligations of
               the Florida Partnership.

                  (c) Without  otherwise in any way implying any  limitation  on
any of the provisions of this Agreement,  the Financing Agreement, or any of the
other Financing Documents,  to secure the Florida Partnership  Obligations,  the
Florida  Partnership  hereby assigns,  pledges and grants to the Agent,  for the
ratable  benefit of the Lenders and for the benefit of the Agent with respect to
the Agent's Obligations,  and agrees that the Agent and the Lenders shall have a
perfected  and  continuing  security  interest  in,  and Lien on, (i) all of the
Florida  Partnership's  Accounts,   Inventory,  Chattel  Paper,  Documents,  and
Instruments,  (ii) all credit  insurance  policies  and  insurance  covering the
Inventory and all cash and non-cash  proceeds  thereof,  and (iii) all books and
records in whatever media (paper,  electronic or otherwise)  recorded or stored,
with respect to any or all of the  foregoing,  all of the foregoing  whether now
owned or existing or  hereafter  acquired  or arising.  The Florida  Partnership
further  agrees that the Agent,  for the ratable  benefit of the Lenders and for
the benefit of the Agent with respect to the Agent's Obligations,  shall have in
respect  thereof  all of the rights and  remedies  of a secured  party under the
Uniform Commercial Code as well as those provided in this Agreement,  under each
of the other Financing Documents and under applicable Laws.


<PAGE>

         3. Section 1.1 of the Financing  Agreement is hereby  amended by adding
the following new definitions:

               "Florida  Partnership" means Box USA of Florida,  L.P., a limited
          partnership organized under the laws of the State of Georgia.

               "Florida   Partnership   Advance"  means  an  advance  under  the
          Revolving  Credit  Facility  for the use by or for the  benefit of the
          Florida  Partnership,  and shall  include  an advance in the amount of
          $694,304 made on or after the date of this  Agreement to repay Box for
          advances it made to the Florida  Partnership prior to the date of this
          Agreement;  and "Florida  Partnership  Advances"  means the collective
          reference to all such advances.

               "Florida  Partnership  Borrowing  Base" means that portion of the
          Borrowing  Base  based  solely  on the  Eligible  Receivables  and the
          Eligible Inventory of the Florida Partnership.

               "Florida  Partnership  Collateral"  means the  Collateral  of the
          Florida Partnership.

               "Florida   Partnership   Collateral   Account"  has  the  meaning
          described in Section 2.1.8A.

               "Florida  Partnership  Lockbox"  has the  meaning  set  forth  in
          Section 2.1.8A.

               "Florida Partnership Obligations" means those Obligations arising
          pursuant  to, in  connection  with  and/or on account  of the  Florida
          Partnership Advances,  whether pursuant to this Agreement,  each Note,
          each  Security  Document,  and any of the other  Financing  Documents,
          including,  without  limitation,  with  respect  to and to the  extent
          related to the Florida  Partnership  Advances,  the  principal of, and
          interest on, each Note, late charges, the Fees, Enforcement Costs, and
          prepayment  fees;  and also  means any and all  renewals,  extensions,
          substitutions, amendments, restatements and rearrangements of any such
          Obligations.

               "Florida  Partnership  Revolving  Loan  Account"  has the meaning
          described in Section 2.1.9A.

         4. The  Financing  Agreement is amended by adding the  following as new
Section 2.1.8A:

                                    2.1.8A    The    Florida     Partnership
         Collateral  Account.  Notwithstanding  and, with respect to the Florida
         Partnership  only,  in lieu of the  provisions  of Section  2.1.8,  the
         Florida Partnership will deposit,  or cause to be deposited,  all Items
         of Payment with respect to the Florida Partnership Collateral to a bank
         account designated by the Agent


<PAGE>

         and from which the Agent alone has power of access and withdrawal  (the
         "Florida Partnership  Collateral Account").  Each deposit shall be made
         not later than the next  Business  Day after the date of receipt of the
         Items of Payment  with respect to the Florida  Partnership  Collateral.
         The Items of Payment shall be deposited in precisely the form received,
         except for the endorsements of the Florida  Partnership where necessary
         to  permit  the  collection  of  any  such  Items  of  Payment,   which
         endorsement the Florida Partnership hereby agrees to make. In the event
         the Florida  Partnership fails to do so, the Florida Partnership hereby
         authorizes the Agent to make the endorsement in the name of the Florida
         Partnership.  Prior to such a deposit, the Florida Partnership will not
         commingle  any Items of Payment  with any of the  Florida  Partnership'
         other funds or property, but will hold them separate and apart in trust
         and  for the  account  of the  Agent  for the  ratable  benefit  of the
         Lenders.

     In addition,  the Florida Partnership shall direct the mailing of all Items
of Payment  from its Account  Debtors to a  post-office  box  designated  by the
Agent, or to such other additional or replacement  post-office boxes pursuant to
the  request  of the  Agent  from  time  to  time  (collectively,  the  "Florida
Partnership Lockbox"). The Agent shall have unrestricted and exclusive access to
the Lockbox.

     The Florida Partnership hereby authorizes the Agent to inspect all Items of
Payment,  endorse all Items of Payment in the name of the  Florida  Partnership,
and deposit such Items of Payment in the Florida Partnership Collateral Account.
The Agent reserves the right, exercised in its sole and absolute discretion from
time to time, to provide to the Florida  Partnership  Collateral  Account credit
prior to final  collection of an Item of Payment and to disallow  credit for any
Item of Payment  which is  unsatisfactory  to the Agent.  In the event  Items of
Payment are returned to the Agent for any reason  whatsoever,  the Agent may, in
the exercise of its discretion from time to time,  forward such Items of Payment
a second  time.  Any  returned  Items of Payment  shall be  charged  back to the
Florida Partnership  Collateral Account, the Florida Partnership  Revolving Loan
Account, or other account, as appropriate.

     The Agent  will  apply the whole or any part of the funds  credited  to the
Florida Partnership Collateral Account against the outstanding principal balance
of the Florida  Partnership  Advances (or during the continuance of a Default or
an Event of Default,  against any of the Florida Partnership Obligations) or, in
the event there are no Florida Partnership Obligations outstanding,  credit such
funds to the depository account of the Florida Partnership with the


<PAGE>

Agent. The order and method (including,  without limitation, the extent to which
credit may be given for uncollected  funds) of such application  shall be in the
sole  discretion of the Agent,  exercised from time to time. On the first day of
each month, the Borrowers shall pay the Agent as part of the Agent's Obligations
an amount  equal to the  additional  interest  which  would have  accrued on the
Revolving  Loans  during  the  preceding  month if  collections  in the  Florida
Partnership  Collateral  Account  during  the  month had been  received  one (1)
Business Day subsequent to their actual receipt.

     The  Enforcement  Costs include,  without  limitation,  all customary fees,
charges  and  expenses  charged or  incurred  by the Agent  with  respect to the
administration of the Florida Collateral Account.

         5. The  Financing  Agreement is amended by adding the  following as new
Section 2.1.9A:

                                    SECTION 2.1.9A     Florida    Partnership
         Revolving Loan Account. In addition to the Revolving Loan Account,  the
         Agent will  establish  and  maintain  a loan  account on its books (the
         "Florida  Partnership  Revolving Loan Account") to which the Agent will
         (a) debit (i) the principal amount of each Florida  Partnership Advance
         made by the Lenders  hereunder as of the date made,  (ii) the amount of
         any interest  accrued on the Florida  Partnership  Advances as and when
         due,  and (iii) any other  amounts due and payable by the  Borrowers to
         the Agent and/or the Lenders from time to time under the  provisions of
         this Agreement in connection with the Florida Partnership Advances, and
         (b) credit all payments  made by the  Borrowers to the Agent on account
         of the  Florida  Partnership  Advances  as of the date made  including,
         without limitation, funds credited to the Florida Partnership Revolving
         Loan Account from the Florida Partnership Collateral Account. The Agent
         may debit the Florida Partnership Revolving Loan Account for the amount
         of any Item of Payment credited to the Florida  Partnership  Collateral
         Account or the Florida  Partnership  Loan Account  which is returned to
         the  Agent  unpaid.  All  credit  entries  to the  Florida  Partnership
         Revolving  Loan Account are  conditional  and shall be readjusted as of
         the date made if final and indefeasible  payment is not received by the
         Agent in cash or solvent  credits.  The Borrowers hereby promise to pay
         to the order of the Agent for the ratable  benefit of the  Lenders,  on
         demand,  an amount  equal to the excess,  if any, of all debit  entries
         over all credit entries recorded in the Florida  Partnership  Revolving
         Loan  Account  under  the  provisions  of this  Agreement.  Any and all
         periodic or other  statements or  reconciliations,  and the information
         contained  in  those  statements  or  reconciliations,  of the  Florida
         Partnership Revolving Loan Account shall be final,


<PAGE>



         binding and  conclusive  upon the  Borrowers  in all  respects,  absent
         manifest error,  unless the Agent receives  specific written  objection
         thereto from the Borrowers  within thirty (30) Business Days after such
         statement or reconciliation shall have been sent by the Agent.

         6. Section  2.1.12(b) of the Financing  Agreement is amended to read as
follows:

                         (b) The aggregate  outstanding  principal amount of the
                    Revolving   Loan  minus  the  lesser  of  (i)  the   Florida
                    Partnership   Advances  or  (ii)  the  Florida   Partnership
                    Borrowing  Base,  shall at no time exceed an amount equal to
                    the  aggregate  of (x)  the  Borrowing  Base  minus  (y) the
                    Florida  Partnership  Borrowing Base, minus (z) Five Million
                    Dollars ($5,000,000).

         7.  References  in the  Financing  Agreement  and  in any of the  other
Financing  Documents  (a) to the status of any one or more of the Borrowers as a
corporation  shall in the case of the Florida  Partnership be deemed to refer to
the Florida  Partnership as a limited  partnership,  (b) to the corporate power,
authority,  action,  structure or organizational documents of any one or more of
the Borrowers shall in the case of the Florida Partnership be deemed to refer to
the limited partnership power,  authority,  action,  structure or organizational
documents of the Florida Partnership.

         8. The agreements of the Agent and the Lenders under this Agreement are
subject to the following terms and conditions, time being of the essence:

          (a) The Agent shall have received a certificate of the general partner
     of the Florida Partnership, dated as of the date of this Agreement:

                    (i)   stating   that  the  Florida   Partnership's   limited
               partnership  agreement  and  certificate  of limited  partnership
               furnished  to the  Agent  on the  Closing  Date  has not been the
               subject   of   any   amendments,   modifications,   restatements,
               substitutions, extensions or renewals thereto;

                    (ii)   authorizing   the  execution  and  delivery  of  this
               Agreement,  the joinder in the other Financing Documents, and the
               performance of the Florida  Partnership's  obligations  under the
               Financing Documents;

                    (iii)  setting  forth the  identity  and  signatures  of the
               general partner then  authorized to sign the Financing  Documents
               to which the Florida Partnership is a party;


<PAGE>

                    (iv)  authorizing  Box to request  and  direct  the  Florida
               Partnership  Advances  on behalf of the Florida  Partnership  and
               otherwise  to act on behalf  of the  Florida  Partnership  as set
               forth in Section 2.2.1(c) of the Financing Agreement; and

                    (v) identifying the Florida Partnership's partners.

                  (b) The Agent shall have  received  the  favorable  opinion of
counsel  for the  Borrowers  addressed  to the  Agent  and the  Lenders  in form
satisfactory to the Agent and its counsel.

                  (c) The Agent shall have  received with respect to the Florida
Partnership  an insurance  certificate  in  accordance  with the  provisions  of
Section  6.1.8  (Insurance)  and  Section  6.1.20  (Insurance  With  Respect  to
Inventory) of this Agreement.

                  (d) The Collateral  Disclosure  List shall be  supplemented by
information  pertaining to the Florida  Partnership and the Florida  Partnership
shall become a party thereto.

         9. The Florida  Partnership  hereby represents and warrants that all of
the representations and warranties contained in the Financing Documents are true
and correct on and as of the date hereof as if made on and as of such date, both
before and after giving effect to this  Agreement,  and that no Event of Default
or Default  has  occurred  and is  continuing  or exists or would occur or exist
after giving  effect to this  Agreement.  Each of the Borrowers  hereby  issues,
ratifies and confirms the representations, warranties and covenants contained in
the Financing  Agreement,  as amended hereby.  Each of the Borrowers agrees that
this Agreement is not intended to and shall not cause a novation with respect to
any or all of the Obligations. This Agreement is one of the Financing Documents.

         10. This  Agreement  shall be governed by and construed and enforced in
accordance with the laws of the State of Maryland,  without regard to principles
of choice of law.

         11. The Borrowers  shall pay at the time this Agreement is executed and
delivered  all fees,  commissions,  costs,  charges,  taxes  and other  expenses
incurred  by the Agent  and its  counsel  in  connection  with  this  Agreement,
including,  but not  limited  to,  reasonable  fees and  expenses of the Agent's
counsel and all recording fees, taxes and charges.

         12. This Agreement may be executed in any number of duplicate originals
or  counterparts,  each of such  duplicate  originals or  counterparts  shall be
deemed to be an original and all taken together shall constitute but one and the
same instrument.  The Borrowers agree that the Agent and the Lenders may rely on
a telecopy of any  signature of any  Borrower.  The Agent and the Lenders  agree
that the Borrower may rely on a telecopy of this Agreement executed by the Agent
and the Lenders, respectively.


<PAGE>

         IN WITNESS  WHEREOF,  each of the  parties  hereto  have  executed  and
delivered this  Agreement  under their  respective  seals as of the day and year
first written above.

                                       [SIGNATURES ARE ON THE FOLLOWING PAGES]


<PAGE>



                                SIGNATURE PAGE TO
               FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT
                                       AND
                     ADDITIONAL BORROWER JOINDER SUPPLEMENT

WITNESS OR ATTEST:                                   FOUR M CORPORATION



/s/Harvey L. Friedman                            By: Timothy D. McMillin (Seal)
---------------------                                -------------------
                                                     Senior Vice President

WITNESS OR ATTEST:                                   BOX USA GROUP, INC.


/s/Harvey L. Friedman
----------------------                           By: Timothy D. McMillin (Seal) 
                                                     -------------------        
                                                     Senior Vice President      
                      
WITNESS OR ATTEST:                                   FOUR M PAPER CORPORATION

/s/Harvey L. Friedman
----------------------                           By: Timothy D. McMillin (Seal) 
                                                     -------------------        
                                                     Senior Vice President      


WITNESS OR ATTEST:                                   FOUR M MANUFACTURING GROUP 
                                                     OF GEORGIA, INC.
/s/Harvey L. Friedman
----------------------                           By: Timothy D. McMillin (Seal) 
                                                     -------------------        
                                                     Senior Vice President      

WITNESS OR ATTEST:                                   PAGE PACKAGING CORPORATION

/s/Harvey L. Friedman
----------------------                           By: Timothy D. McMillin (Seal) 
                                                     -------------------        
                                                     Senior Vice President      


<PAGE>

                                SIGNATURE PAGE TO
               FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT
                                       AND
                     ADDITIONAL BORROWER JOINDER SUPPLEMENT
                     --------------------------------------

WITNESS OR ATTEST:                      BOX USA OF FLORIDA, L.P.
                                        BY: FOUR M MANUFACTURING 
                                            GEORGIA, INC.

/s/Harvey L. Friedman
----------------------                  By: Timothy D. McMillin    (Seal) 
                                            -------------------        
                                            Senior Vice President      

WITNESS:                                    NATIONSBANK, N.A.
                                            in its capacity as Agent

                                            By:/s/ Vickie Tillman      (Seal)
-------------------------                      ------------------------
                                               Name: Vickie Tillman
                                               Title: Vice President

WITNESS:                                    NATIONSBANK, N.A.
                                            in its capacity as a Lender

                                            By:/s/ Vickie Tillman     (Seal)
-------------------------                      ------------------------
                                               Name: Vickie Tillman
                                               Title: Vice President


WITNESS:                                    IBJ SCHRODER BANK & TRUST COMPANY

                                            By:/s/ Robert R. Wallace   (Seal)
-------------------------                      ------------------------
                                               Name: Robert R. Wallace
                                               Title: Vice President


<PAGE>

                                SIGNATURE PAGE TO
               FIRST AMENDMENT TO FINANCING AND SECURITY AGREEMENT
                                       AND
                     ADDITIONAL BORROWER JOINDER SUPPLEMENT


WITNESS:                              SANWA BUSINESS CREDIT CORPORATION

                                            By:/s/ Lawrence J. Placek (Seal)
-------------------------                      ------------------------
                                               Name: Lawrence J. Placek
                                               Title: Vice President



WITNESS:                              THE BANK OF NEW YORK COMMERCIAL
                                      CORPORATION

                                            By:/s/ Ryan Peck           (Seal)
-------------------------                      ------------------------
                                               Name: Ruan Peck      
                                               Title: Vice President


WITNESS:                              FLEET CAPITAL CORPORATION

                                            By: /s/ Howard Handman     (Seal)
-------------------------                      ------------------------
                                               Name: Howard Handman
                                               Title: