AGREEMENT AND PLAN OF MERGER

         AGREEMENT AND PLAN OF MERGER (the  "Agreement"),  dated  as of December
3,  1999,  by  and  among  SF  HOLDINGS  GROUP,  INC.,  a  Delaware  corporation
("Parent"),  SF HOLDINGS  ACQUISITION  CORP.,  a Delaware  corporation  ("Merger
Sub"), and CREATIVE  EXPRESSIONS  GROUP, INC., a Delaware  corporation  ("CEG").


                                    RECITALS

         The authorized  number of shares of Parent is 1,920,000 shares of which
(i)  1,500,000  are Class A Common  Stock,  par value $.001 per share,  of which
562,583.8  shares are issued and  outstanding;  (ii) 100,000  shares are Class B
Common Stock,  par value $.001 per share, of which 56,458.6 shares are currently
issued and outstanding; (iii) 200,000 shares are Class C Common Stock, par value
$.001 per share,  of which 39,900 shares are currently  issued and  outstanding;
(iv) 20,000 shares are Exchangeable  Preferred Stock, par value $.001 per share,
of which 3,000  shares are  currently  issued and  outstanding;  and (v) 100,000
shares are Class B Preferred Stock,  $.001 per share, of which 15,000 shares are
currently issued and outstanding.

         The  authorized  number of  shares  of CEG is 2000  shares of which (i)
1,000  shares  are Class A Common  Stock,  par value  $.01 per  share,  of which
112.196  shares  are issued and  outstanding  and (ii) 1,000  shares are Class B
Common  Stock,  par value  $.01 per  share,  of which no shares  are  issued and
outstanding.

         The  authorized  number of shares of Merger Sub is 100 shares of Common
Stock,  par value $.01 per share,  of which 100 shares are currently  issued and
outstanding and owned by Parent.

         The  parties  intend  that Merger Sub will merge with and into CEG (the
"Merger"),  with  CEG  to be  the  surviving  corporation  of  the  merger  (the
"Surviving  Corporation"),  all  pursuant  to the terms and  conditions  of this
Agreement and the applicable  provisions of the Delaware General Corporation Law
(the "DGCL"). Upon the effectiveness of the Merger, each share of the issued and
outstanding  capital  stock of Merger  Sub will be  converted  into one share of
Class A Common Stock of the  Surviving  Corporation,  and eighty  seven  percent
(87%) of the  issued  and  outstanding  shares of  capital  stock of CEG will be
converted into shares of Class B Series 2 Preferred Stock of Parent, as provided
in this Agreement.

         The Boards of Directors of Merger Sub and CEG have each determined that
it is advisable and in the best interests of their  respective  stockholders for
Merger Sub to merge with and into CEG.

         In furtherance of such transaction,  the Boards of Directors of Parent,
Merger  Sub and CEG  have  each  approved  the  Merger  in  accordance  with the
applicable provisions of the DGCL.

         NOW, THEREFORE, the parties hereto agree as follows:

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                                 PLAN OF MERGER
                                 --------------

         1.  The Merger.  Subject to and upon the terms and  conditions  of this
Agreement  and the  DGCL,  Merger  Sub will be  merged  with and into  CEG,  the
separate  corporate  existence of Merger Sub shall cease, and CEG shall continue
as the Surviving Corporation as follows:

         (a) Capital Stock of Merger Sub.  Each share  of common stock of Merger
             ---------------------------
Sub,  $.01 par value per share (the "Merger Sub Common  Stock"),  that is issued
and  outstanding  immediately  prior to the date and time that the Merger  shall
become effective (to be referred to as the "Effective Time"),  will by virtue of
the Merger be cancelled at the Effective Time and, without any further action on
the part of any holder thereof, be converted into .9761 share of validly issued,
fully paid and non-assessable Class A Common Stock of the Surviving Corporation.

         (b) Capital Stock of CEG.  By  virtue of the  Merger,  and  without any
             --------------------
further action on the part of any holders thereof, eighty seven percent (87%) of
the shares (the "Conversion  Shares") of common stock, par value $.01 per share,
of CEG (the "CEG Common Stock") issued and outstanding  immediately prior to the
Effective  Time shall be  converted  into the right to receive an  aggregate  of
15,000 shares of Class B Series 2 Preferred Stock (the "Parent Preferred Stock")
of the Parent (the "Merger  Consideration").  The Merger  Consideration shall be
allocated  pro rata among the  holders  of record of the CEG  Common  Stock (the
"Securityholders")  as of the Effective  Time in proportion to their  respective
holdings of CEG Common Stock  immediately  prior to the Effective  Time, and the
Conversion Shares shall thereupon be cancelled.  The remaining  thirteen percent
(13%) of the shares of CEG Common Stock issued and outstanding immediately prior
to the  Effective  Time shall remain issued and  outstanding  from and after the
Merger.  Shares of capital stock of CEG held by it in its treasury, if any, will
not be  deemed  outstanding  for  purposes  of this  Agreement  and  will not be
converted into shares of Parent Preferred Stock.

         2.  Effects of the Merger.  At the  Effective  Time:  (a) the  separate
existence of Merger Sub will cease, Merger Sub will be merged with and into CEG,
and  CEG  will be the  Surviving  Corporation,  pursuant  to the  terms  of this
Agreement;  (b) the Certificate of Incorporation of CEG immediately prior to the
Effective  Time  will  be the  Certificate  of  Incorporation  of the  Surviving
Corporation; (c) the By-laws of CEG immediately prior to the Effective Time will
be  the  By-laws  of  the  Surviving  Corporation;  (d)  the  directors  of  CEG
immediately  prior to the Effective  Time will be the directors of the Surviving
Corporation;  (e) the officers of CEG  immediately  prior to the Effective  Time
will be the officers of the Surviving Corporation;  (f) each share of Merger Sub
Common  Stock  outstanding  immediately  prior  to the  Effective  Time  will be
converted  as  provided  in Section  1(a);  (g) the  Conversion  Shares  will be
converted as provided in Section 1(b);  and (h) the Merger will,  from and after
the  Effective  Time,  have  all of the  effects  provided  by  applicable  law,
including, without limitation, the DGCL.

<PAGE>

         3.  Exchange of CEG Securities.

         (a) Surrender.  At or  after the Effective  Time,  the  Securityholders
             ---------
shall  surrender  to CEG the  certificates  representing  all of the  issued and
outstanding  shares of CEG Common Stock owned by them  immediately  prior to the
Effective  Time,  and CEG shall  deliver to the  Securityholders,  on a pro rata
basis, (i) certificates representing,  in the aggregate,  thirteen percent (13%)
of the shares of CEG Common Stock issued and  outstanding  immediately  prior to
the Effective Time and (ii) certificates representing shares of Parent Preferred
Stock as provided in Section 1(b).

         (b) Lost,  Stolen or  Destroyed  Certificates.  In  the event  that any
             -----------------------------------------
certificate  representing  shares of CEG Common Stock to be  delivered  pursuant
hereto has been lost, stolen or destroyed,  in exchange for such lost, stolen or
destroyed  certificate,  upon the  making  of an  affidavit  of that fact by the
holder  thereof,  CEG shall  deliver  such shares of CEG Common Stock and Parent
Preferred Stock as may be required pursuant to Sections 1(b) and 3(a); provided,
however,  that CEG may, in its discretion  and as a condition  precedent to such
issuance  and  delivery,  require  the owner of such lost,  stolen or  destroyed
certificate  to  deliver  a bond  in such  sum as it may  reasonably  direct  as
indemnity  against any claim that may be made  against  CEG with  respect to the
certificate alleged to have been lost, stolen or destroyed.

         4.  Effectiveness.  This  Agreement  shall  become  effective  upon the
approval  thereof  by the  holders  of at least a  majority  of the  issued  and
outstanding  shares of  capital  stock of Merger  Sub and CEG  entitled  to vote
thereon;  provided,  however, that the Merger may be abandoned at any time prior
to the Effective Time, notwithstanding approval by such stockholders,  by mutual
decision of the boards of directors of Merger Sub and CEG.

         5.  Miscellaneous.

         (a) Governing Law.  The laws of the State of Delaware,  irrespective of
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its choice of law principles,  will govern the validity of this  Agreement,  the
construction of its terms and the  interpretation  and enforcement of the rights
and duties of the parties hereto.

         (b) Counterparts.  This  Agreement  may  be  executed  in any number of
             ------------
counterparts,  each of which  will be an  original  as regards  any party  whose
signature  appears thereon and all of which together will constitute one and the
same instrument.

         (c) Severability.    If  any  provision  of  this  Agreement,   or  the
             ------------
application  thereof,  will for any  reason  and to any  extent  be  invalid  or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such void
or  unenforceable  provision  of this  Agreement  with a valid  and  enforceable
provision  that will achieve,  to the greatest  extent  possible,  the economic,
business

<PAGE>

and other purposes of the void or unenforceable provision.


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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.

     SF HOLDINGS GROUP, INC.

     /s/ HANS H. HEINSEN
     --------------------------
     Hans H. Heinsen
     Senior Vice President

     SF HOLDINGS ACQUISITION CORP.

     /s/ HANS H. HEINSEN
     --------------------------
     Hans H. Heinsen
     Vice President


     CREATIVE EXPRESSIONS GROUP, INC.

     /s/ HANS H. HEINSEN
     --------------------------
     Hans H. Heinsen
     Chief Financial Officer