MANAGEMENT CONTRACT


   MANAGEMENT CONTRACT AGREEMENT entered into this 31st day of December,
   1997,  between JOTAN, INC., a corporation organized and existing under the
   laws of the State of Florida and having principal offices at 1189 West
   Adams St., Jacksonville, Florida 32202 (the "Company"), and ALLOMET
   PARTNERS, LTD., a Delaware Corporation having principal offices at 7370
   Hodgson-Memorial Drive, Savannah, Georgia 31406 (the "Consultant").

                                    PREAMBLE

   WHEREAS, the Consultant is engaged in the business of providing business
   evaluation,  management assistance, and financial consultation services,
   and has developed considerable expertise in those areas; and

   WHEREAS, the Company has requested that the Consultant provide management
   and financial services to the Company, and the Consultant has agreed to do
   so on the terms and conditions set forth herein.

                              W I T N E S S E T H:

   Now, therefore, in consideration of the mutual provisions and agreements
   contained herein, the Company and the Consultant agree as follows:

   1.   Appointment of Consultant; Relationship.

   (a)  The Company hereby retains Consultant for the purpose of performing
   the services described in this Agreement and Consultant hereby agrees to
   perform such services on the terms and conditions set forth herein.

   (b)  Nothing in this Agreement shall be deemed or construed as
   establishing a partnership or joint venture between the Company and the
   Consultant.

   2.   Responsibility and Authority of Consultant to Operate the Business of
        the Company.

   (a)  The Consultant through its employees, representatives, and agents
   designated from time to time, shall assume, subject to the limitations
   described herein, responsibility for the operational management of the
   Company effective the date hereof.  The responsibility and authority of
   the Consultant shall include (but is not limited to) the authority to
   purchase equipment, supplies and materials used in the operation of the
   Company's business; direct the Company's manufacturing, warehousing and
   inventory activities; direct and manage employees in such manner as the
   Consultant may deem necessary, enter into and pay obligations in the
   ordinary course of the Company's business; control deposits, disbursements
   and transfers of funds to and from the Company's bank accounts; maintain
   the Company's books and records; supervise all marketing and sales
   functions; enter into agreements with suppliers, vendors,  distributors
   and other persons in connection with the Company's business; manage all
   other operational activities of the Company and subject to the prior
   approval of the Board of Directors,  engage and disengage employees and
   determine employee compensation.

   (b)  In the course of carrying out the operation and management of the
   Company pursuant to this Agreement, the Consultant anticipates that it
   will consult with and seek advice from the officers and directors of and
   professional advisors to the Company.  Notwithstanding the foregoing, the
   Consultant retains the right under this Agreement to make such routine and
   day to day decisions and to take such courses of action without the
   consent of any other person except as may be otherwise provided herein.

   (c)  The Consultant shall be entitled to rely in good faith on any
   information obtained from the Company's officers, directors, employees,
   and professional advisors, and on the books and records of the Company as
   of the date hereof, for all purposes relating to the performance of the
   Consultant's duties and obligations under the Agreement.

   3.   Limitations on Authority and Obligations of Consultant. 
   Notwithstanding anything in this Agreement to the contrary, it is
   specifically understood, and the authority of the Consultant hereunder is
   specifically limited as follows:

   (a)  In the event the Board of Directors of the Company elects to file a
   petition under Chapter 11 of the United States Bankruptcy Code and the
   Company thereby becomes a debtor-in-possession under the supervision of
   the Bankruptcy Court, certain actions of the Consultant may require
   approval of the Bankruptcy Court prior to their implementation;

   (b)  Subject to the terms of Company's senior loan agreement, the
   Consultant shall not commit the Company to any liabilities or capital
   equipment or fixed asset purchases outside the ordinary course of business
   in an amount in excess of $5,000 in any instance;

   (c)  The shareholders and directors of the Company retain their statutory
   rights and privileges and accordingly retain the right to maintain
   operational and management control of the Company;

   (d)  The Consultant shall have no authority or responsibility for
   management of operations in the following areas: compliance with any
   environmental, natural resource or land use laws, regulations, ordinances
   or other requirements; and handling, generating, storage, treatment,
   transportation, disposal or arranging for disposal of any waste material
   or hazardous substance.  Consultant shall not enter into any arrangement
   where it will become an owner or operator of a facility as defined under
   the Federal Comprehensive Environmental Response Compensation and
   Liability Act ("CERCLA") or similar laws.  Without limiting the generality
   of the foregoing, Consultant shall have no authority or responsibility for
   any matter pertaining in any way to discharges to ground or surface water,
   emissions to air or handling, generation, storage,  treatment,
   transportation or disposal or arranging for disposal of solid or hazardous
   waste.  Authority and responsibility for matters described in this
   paragraph shall remain vested in the Company; and

   (e)  The Consultant shall not have any obligation to assume, pay,
   guarantee, act as surety for or on behalf of the Company or otherwise be
   responsible for any debt liability or obligation of the Company, or to
   make any loans or advances to the Company, and any debts, liabilities or 
   obligations incurred during the term of this Agreement shall be solely for
   the account of the Company; provided same are incurred in connection with
   this Agreement and on behalf of the Company.  The Consultant shall have no
   liability or obligation whatsoever with respect to any federal, state or
   local tax payable by the Company.

   4.   Representations by the Company.  The Company warrants and represents
   to the Consultant as follows:

   (a)  All applicable employee withholding taxes have been deposited on a
   timely basis to the appropriate taxing entities and that other
   withholdings for which the Company acts as a trustee have been remitted as
   required;

   (b)  To the best of Company's knowledge, except as set forth on Exhibit
   "A" hereto, the Company is and has been in compliance with all applicable
   federal, state and local environmental natural resource and land use laws,
   regulations, ordinances and other requirements (collectively,
   "Environmental Laws"), including without limitation requirements relating
   to past or present discharges to land, surface water or ground water, past
   or present emissions to air; and past or present handling, generation,
   storage, transportation, treatment, disposal or arrangement for disposal
   of solid or hazardous waste; and

   (c)  To the best of Company's knowledge, except as set forth on Exhibit
   "A" hereto, no environmental, health or safety hazards exist on the
   Company property; and

   (d)  To the best of Company's knowledge, no liens or superliens have been
   asserted against the property of the Company by any governmental authority
   and the Company is aware of no such liens or superliens which may be
   asserted.

   5.   Term.

   (a)  The initial term of this Agreement shall commence as of the date
   hereof and terminate as of March 1, 1998.  Thereafter, the term of this
   Agreement shall continue on a month-to-month basis if extended by the
   Board of Directors of Company.

   (b)  This Agreement may be terminated earlier than the scheduled
   expiration date upon the occurrence of any of the following events:

      (i)    by order of the Bankruptcy Court;

     (ii)    the sale of the Company or substantially all of its assets;

    (iii)    by the Consultant upon the breach by the Company of any material
   representation, warranty, covenant or other obligation of the Company
   under this Agreement, or

     (iv)    by the Company upon breach by the Consultant of any material
   covenant or obligation of the Consultant under this Agreement.

   6.   Compensation.

   (a)  The Company acknowledges that the Consultant generally receives
   compensation for outside consulting services based upon the number of
   hours of services provided.  However, the Consultant and the Company have
   agreed that the compensation under this Agreement shall be a fixed weekly
   fee during the term of this Agreement; due to the length of the term of
   the Agreement, the extent of control being given to the Consultant, and
   the desire of the parties to lessen the Impact upon cash flow of the
   Company.

   (b)  The weekly fee to be paid by the Company to the Consultant under this
   Agreement shall be $14,000.  In addition, the Consultant shall be
   reimbursed by the Company for any reasonable expenses, including, but not
   limited to, travel and lodging expenses of the Consultant's officers,
   directors, employees and representatives, and the costs and upon prior
   approval of the Company, all reasonable fees of any sub-contractors,
   consultants and professional advisors retained by the Consultant in
   connection with rendering its services hereunder.

   7.   Exculpation.

   (a)  The Company shall hold harmless, defend and indemnify Consultant and
   its officers, employees, representatives and agents, individually and in
   their respective capacities, from and against any and all claims, demands,
   damages, expenses or liabilities which may be asserted against them
   relating in any way to this Agreement or to any services performed
   pursuant to this Agreement, except as same relate to or arise from the
   Consultant's gross negligence, willful misconduct, or bad faith,
   including, without limitation, those relating in any way to:

      (i)    compliance with any Environmental Laws pertaining to discharges
   to ground or surface water;

     (ii)    environmental contamination of any type on the Company's
   property or elsewhere including contamination subject to CERCLA or similar
   Environmental Laws; and

    (iii)    environmental, health or safety hazards or unsafe conditions on
   the Company's property.

   (b)  The Company shall as soon as practical after execution of this
   Agreement and provided the cost of doing so is reasonable, add to its
   Officers and Directors/Errors & Omissions Liability Insurance policy, if
   such policy is in force, and its General Liability Policy, the name of
   Allomet Partners, Ltd. as an additional insured and will provide to
   Consultant a copy of the terms and conditions of such policy(ies).

   (c)  Except as specifically set forth in this Agreement, Consultant shall
   have no liability to the Company or its creditors, shareholders or any
   other party in interest except for Consultant's gross negligence, willful
   misconduct and bad faith.

   (d)  The Consultant shall hold harmless, defend and indemnify the Company
   and its officers, employees, representatives and agents, individually and
   in their respective capacities, from and against any and all claims,
   demands, damages, expenses or liabilities which may be assessed  against
   them relating in any way to this Agreement or to any services performed
   pursuant to this Agreement, except as same relate to or arise from the
   Company's gross negligence, willful misconduct, or bad faith, including,
   without limitation, those relating in any way to this Agreement or to any
   services performed pursuant to this Agreement.  The above indemnifications
   shall survive execution and performance of this Agreement.

   8.   Power of Attorney.  Subject to the terms and conditions set forth in
   this Agreement, the Company hereby makes, constitutes and appoints
   Consultant its true and lawful attorney-in-fact for the Company and in the
   Company's name, place and stead, and on the Company's behalf, to execute
   and endorse all documents, agreements, contracts or certificates to which
   the Company may be a party, all instruments of debt, checks, drafts,
   notes, or any other similar negotiable or non-negotiable instruments
   relating to the Company's business, and to collect and deposit for the
   account of the Company, all revenues, cash, checks, loan proceeds, funds
   or any other payments relating to the Company's business, and to disburse
   such funds from the Company's bank accounts.  It is acknowledged and
   understood that the power of attorney granted hereby may be utilized by
   the Consultant at its discretion, and shall in no way obligate the
   Consultant to exercise the specific powers granted in this Section 8.

   9.   Miscellaneous.

   (a)  The Company represents to the Consultant that there are no other
   agreements to which the Company is a party which are in conflict with this
   Agreement or which would prohibit the Company from entering into and
   carrying out the terms of this Agreement.

   (b)  This Agreement is for the benefit of the parties hereto and is not
   assignable.

   (c)  This Agreement constitutes the entire agreement between the parties
   pertaining to the subject mater contained herein and supersedes all other
   prior and contemporaneous agreements and understandings of the parties.

   (d)  No modification or amendment to this Agreement shall be binding
   unless executed by both parties and, if required, approved by the
   Bankruptcy Court.

   (e)  No waiver of any of the provisions of this Agreement shall constitute
   a waiver of any other provisions nor shall any waiver constitute a
   continuing waiver.

   (f)  This Agreement shall be governed by and construed in accordance with
   the laws of the State of New York.

   (g)  This Agreement may be executed in any number of counterparts, each of
   which shall be deemed an original, but all of which shall constitute one
   and the same instrument.

   (h)  All notices, elections, rights and other communications hereunder
   must be in writing and shall be deemed duly given as of receipt or refusal
   of receipt when delivered personally or mailed, return receipt requested,
   postpaid, by post office certified, registered or express mail, FedEx or
   other internationally recognized courier, to each of the appropriate
   parties at their addresses set forth above (or at such other address for a
   party as shall be specified by such party  by notice given pursuant
   hereto).

   (i)  Each of the parties agrees to execute and deliver such further
   instruments, certificates and documents as may be reasonably requested by
   any other party to carry out the terms and provisions of this Agreement.

   (j)  The headings in this Agreement are intended solely for convenience of
   reference and shall be given no effect in the construction or
   interpretation of this Agreement.

   (k)  Any term or provision of this Agreement which is invalid or
   enforceable in any jurisdiction shall, as to such jurisdiction, be
   ineffective to the extent such invalidity or unenforceability without
   rendering invalid or unenforceable the remaining terms and provisions of
   this Agreement or affecting the validity or enforceability of any of the
   terms or provisions of this Agreement in any other jurisdiction.

        IN WITNESS WHEREOF, the parties have caused this Agreement to be
   executed on the date and year first above mentioned.


                                      ALLOMET PARTNERS, LTD.


                                      By:  /s/ Gary Brooks                   
                                      Its:  President                        



                                      JOTAN, INC.


                                      By:  /s/ Jeffrey P. Sangalis           
                                      Its:  Chairman