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                                                                   EXHIBIT 10.52

                               December 10, 1998

Mr. Van D. Groenewold
1143 West Townley Avenue
Phoenix, Arizona  85021

Dear Dick:

     As we discussed several times, we would like to provide you with an
additional incentive to work beyond retirement and at the same time award you
for your years of valuable service. In this regard, following is a summary of
your agreement with WinCup Holdings, Inc. ("WinCup") regarding your continued
employment with WinCup:

     1.   You agree that so long as you are physically capable of doing so you
          will continue to work full-time for WinCup in your current capacity
          for a period of twenty-four (24) months commencing on the date of your
          execution of this letter agreement (the "Initial Term").

     2.   Upon expiration of the Initial Term you shall have the option to
          extend your employment for up to three (3) successive one (1) year
          terms (each, a "Renewal Term" and together with the Initial Term, the
          "Term"). These options are each exercisable by written notice to
          WinCup no later than thirty (30) days prior to the expiration of the
          Initial Term or Renewal Term then in effect. You agree that during
          each Renewal Term you will continue, for so long as you are physically
          capable of doing so, to work full-time for WinCup in your current
          capacity.

     3.   As consideration for your continued employment, WinCup agrees to
          contribute on your behalf the pre-tax sum of $75,000 into an
          investment fund agreeable to you and WinCup. The terms and conditions
          governing this investment shall be governed by a separate agreement
          between you and WinCup. In addition, you will receive, within thirty
          (30) days after the end of each year of the Term during which you
          continue to work full-time in your current capacity, a bonus of up to
          one hundred percent (100%) of your annual salary then in effect (each,
          an "Incentive Payment"). The Incentive Payment will be based on your
          performance during such year of the Term in the following areas:

          (a)  Completion of the thermoformed cup project, which should be
               operational upon expiration of the non-competition provision
               between the Company and Fort James Operating Company (formerly
               James River) and should include state of the art equipment which
               ensures low production costs and high quality product;
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Mr. Van D. Groenewold
December 9, 1998


          (b)  In the event the Company completes the Thermocup acquisition, re-
               engineering the Thermocup plant within one (1) year, to include
               all machines, molds, packing equipment and printers;

          (c)  Training of a successor to replace you upon your retirement;

          (d)  Completion of fine tuning of the Stone Mountain re-engineering
               projects to enable that facility to be a low cost producer within
               the Company through packing room automation resulting in a
               reduction of manpower and further reduction in utility costs; and

          (e)  Oversight of completion of engineering projects.

          You will be eligible to receive the Incentive Payment for a year of
          the Term only if you have worked full-time in your current capacity
          for the entire year of the Term, except that if you are unable to work
          full-time in your current capacity for the entire year of the Term due
          to your death or disability, then you will receive a pro rata portion
          of the Incentive Payment based on the number of days you worked full-
          time in your current capacity during the year of the Term.

          The Incentive Payment structure outlined above will replace any bonus
          program in which you currently participate.

     If you are in agreement with the above terms and conditions, please sign in
the space provided below and return the signed copy to my attention.

                                    Warmest Personal Regards,


                                    /s/ Michael T. Kennedy

                                    Michael T. Kennedy,
                                    Chairman and CEO



Agreed and Accepted
This 14th day of December, 1998:
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/s/ Van D. Groenewold
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    Van D. Groenewold