JOTAN, INC.
                          1996 LONG-TERM INCENTIVE PLAN


                               ARTICLE I. GENERAL

        I.1.   Purpose of the Plan

        The purpose of the Long-Term Incentive Plan (the "Plan") of Jotan,
   Inc. (the "Company") is to provide an incentive, in the form of a
   proprietary shareholder interest in the Company, to employees of the
   Company and/or its subsidiaries, to increase their interest in the
   Company's welfare, and to assist the Company and its subsidiaries in
   attracting and retaining employees.

        I.2.   Administration of the Plan

        The Plan shall be administered by the Compensation Committee or its
   successor (the "Committee") of the Board of Directors of the Company (the
   "Board") which shall consist solely of two or more directors meeting the
   definition of disinterested person under Rule 16b-3 of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act") who are also outside
   directors within the meaning of Proposed Treasury Regulation Section 
   1.162-27(e)(3) promulgated under the Internal Revenue Code of 1986, as
   amended.

        The Committee shall have full and final authority in its discretion,
   subject to the provisions of the Plan: (a) to determine individuals to
   whom and the time or times at which options or restricted stock shall be
   granted and exercised and the number of shares and exercise price, if any,
   of the common stock, $.01 par value, of the Company ("Common Stock"),
   covered by each option or grant of restricted stock; (b) to determine the
   terms of the option or restricted stock agreements, which need not be
   identical, including, without limitation, terms covering vesting, exercise
   dates, if any, and exercise prices, if any; (c) to decide all questions of
   fact arising in the application of the Plan; and (d) to administer and
   interpret the Plan in all respects. Except as provided herein, all
   determinations made by the Committee shall be final and conclusive.

        The Committee shall meet once each fiscal year, and at such
   additional times as it may determine or as is requested by the chief
   executive officer of the Company, to designate the eligible employees, if
   any, to be granted awards under the Plan and the type and amount of such
   awards and the time when awards will be granted. No such designation by
   the Committee shall be effective as a grant of an award under the Plan
   until approved by the Board; provided, however, that the Board may empower
   the Committee to grant such awards without approval by the Board. All
   awards granted under the Plan shall be on the terms and subject to the
   conditions hereinafter provided.

        I.3.   Eligible Participants

        Employees of the Company and the Company's subsidiaries shall be
   eligible to participate in the Plan (any employee receiving an award under
   this Plan is hereinafter referred to as a "Participant"). The terms
   "subsidiary" or "subsidiaries" shall mean any corporation now existing or
   hereafter organized or acquired (other than the Company) in an unbroken
   chain of corporations beginning with the Company, if, at the time of
   option grant, each of the corporations (including the Company) other than
   the last corporation in the unbroken chain owns stock possessing 80% or
   more of the total combined voting power of all classes of stock in one of
   the other corporations in such chain.

        I.4. Grants Under the Plan

        Grants under the Plan may be in the form of incentive stock options
   (as described in Article II) ("Incentive Stock Options"), executive stock
   options (as described in Article III) ("Executive Stock Options") and/or
   restricted stock (as described in Article IV) ("Restricted Stock"), or any
   combination thereof.

        I.5. Other Compensation Programs

        The adoption of the Plan contemplates the continuation of any
   existing incentive compensation plan(s) of the Company and in no way
   limits or is limited by the operation, administration or amendment of any
   such plan(s). The existence and terms of the Plan shall not limit the
   authority of the Board in compensating employees of the Company in such
   other forms and amounts as it may determine from time to time.

        I.6. Limitations on Grants

        The aggregate number of shares of Common Stock, including shares
   reserved for issuance pursuant to the exercise of options, which may be
   granted or issued under the terms of the Plan, may not exceed [740,000]
   shares, and such shares hereby are reserved for such purpose. Whenever any
   outstanding grant or portion thereof expires, is canceled or forfeited or
   is otherwise terminated for any reason without having been exercised or
   vested or without payment having been made in respect of the entire grant,
   the Common Stock allocable to the expired, forfeited, canceled or
   otherwise terminated portion of the grant may again be the subject of
   further grants hereunder.

        Notwithstanding the foregoing, the number of shares of Common Stock
   available for grants at any time under the Plan shall be reduced to such
   lesser amount as may be required pursuant to the methods of calculation
   necessary so that the exemptions provided pursuant to Rule 16b-3 under the
   Exchange Act will continue to be available for transactions involving all
   current and future grants. In addition, during the period that any grants
   remain outstanding under the Plan, the Committee may make good faith
   adjustments with respect to the number of shares of Common Stock
   attributable to such grants for purposes of calculating the maximum number
   of shares of Common Stock available for the granting of future grants
   under the Plan, provided that following such adjustments the exemptions
   provided pursuant to Rule 16b-3 under the Exchange Act will continue to be
   available for transactions involving all current and future grants.

        I.7. Definitions

        The following definitions shall apply to the Plan:

        (a) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (b)  "Disability" shall have the meaning provided in the Company's
   applicable disability plan or applicable employment agreement with a
   Participant or, in the absence of such a definition, when a Participant
   becomes totally disabled (as determined by a physician mutually acceptable
   to the Participant and the Company) before attaining his or her 65th
   birthday and if such total disability continues for more than three
   months. Disability does not include any condition which is intentionally
   self-inflicted or caused by illegal acts of the Participant.

        (c) "Fair Market Value" means the closing bid price of the shares of
   Common Stock on such date on the principal national securities exchange or
   automated quotation system of a registered securities association on which
   such shares of Common Stock are listed or admitted to trading. If the
   shares of Common Stock on such date are not listed or admitted to trading,
   the Fair Market Value shall be the value established by the Board in good
   faith on such basis as it deems reasonable and appropriate and, in the
   case of an Incentive Stock Option, in accordance with Section 422 of the
   Code.

        (d) "Retirement" shall have the meaning provided in the Company's
   applicable retirement plan or, in the absence of such a definition, the
   first day of the month following the month in which the Participant
   attains his or her 65th birthday.

        (e) "Termination" shall mean, unless otherwise limited herein, when a
   Participant ceases being an employee of the Company or any subsidiary for
   any reason, including, without limitation, Retirement, discharge, layoff
   or any other voluntary or involuntary termination of a Participant's
   employment. Transfer of employment within the Company or among the Company
   and any subsidiaries shall not be deemed a Termination.

                       ARTICLE II. INCENTIVE STOCK OPTIONS

        II.1.     Terms and Conditions

        Subject to the following provisions of this Article II, all Incentive
   Stock Options shall be in such form and upon such terms and conditions as
   the Committee, in its discretion, may from time to time determine.

        II.2.     Qualified Stock Options

        Incentive Stock Options shall, at the time of grant, be in such form
   and upon such terms and conditions as may be required in order that such
   options will constitute incentive stock options within the meaning of
   Section 422 of the Code. To the extent that the Fair Market Value of
   Common Stock with respect to which Incentive Stock Options are exercisable
   for the first time by any individual during any calendar year (pursuant to
   the Plan and all other plans of the Company) exceeds $100,000, such
   options shall be treated as Executive Stock Options.

        II.3.     Option Price

        Subject to Section 2.9, the option price per share shall be at least
   one hundred percent (100%) of the Fair Market Value of the Common Stock on
   the date the Incentive Stock Option is granted.

        II.4.  Term of Option

        Any Incentive Stock Option granted under the Plan may be exercised no
   later than ten (10) years from the date of grant or such shorter period of
   time as designated by the Committee at the time of grant. Subject to
   Sections 2.7, 2.8 and 5.13 hereof and the stock option agreement governing
   the grant of the Incentive Stock Options under the Plan, which may
   contemplate vesting of exercise rights, options may be exercised in whole
   or in one or more parts throughout such term. All rights to exercise an
   Incentive Stock Option shall expire at the end of the designated term.

        II.5.     Payment

        Payment for shares for which an Incentive Stock Option is exercised
   shall be made in full to the Corporation in such manner and at such time
   or times as shall be provided by the Committee at the time of grant in
   either (i) cash or its equivalent or (ii) by tendering shares of
   previously acquired Common Stock having a Fair Market Value equal to the
   exercise price or (iii) by a combination of (i) and (ii). The proceeds
   from such payment shall be added to the general funds of the Corporation
   and shall be used for general corporate purposes.

        II.6.     Exercise of Option

        Subject to Section 5.13, Incentive Stock Options shall be exercisable
   in whole or in part after completion of such periods of service or
   achievement of such conditions as the Committee shall specify in an
   incentive stock option agreement when Granting the options; provided,
   however, that in the absence of any Committee specification to the
   contrary, and subject to Sections 2.7 and 2.8, twenty-five percent (25%)
   of the shares subject to the Incentive Stock Option shall have been earned
   and the Incentive Stock Option shall become exercisable with respect to
   such shares on each of the first four annual anniversaries of the date of
   grant of the Incentive Stock Option. In no event, however, and
   notwithstanding Sections 2.7 and 2.8, shall an Incentive Stock Option be
   exercised after the expiration of ten (10) years from the date of grant.

        II.7.     Termination of Employment

        A Participant's Incentive Stock Options shall expire three months
   after the Termination of the Participant's employment for any reason other
   than death, Disability or Retirement and shall be limited to the shares of
   Common Stock which could have been purchased by the Participant at the
   date of Termination of employment.

        II.8.     Termination of Employment by Reason of Death, Disability or
   Retirement

        Upon the Termination of a Participant's employment by reason of
   death. Disability or Retirement, Incentive Stock Options held at the
   termination date by such Participant shall be exercisable, irrespective of
   whether the options were fully exercisable in accordance with Section 2.6
   on that date. The Participant's Incentive Stock Options shall expire
   unless exercised within one year from the date of such Termination.

        In the case of Termination of a Participant's employment by reason of
   early retirement within the meaning of the Company's applicable retirement
   plan, Incentive Stock Options which may be exercised shall be limited to
   the shares which could have been purchased by the Participant at the date
   of such early retirement, except that the Committee, in its discretion,
   may waive the vesting requirements of Section 2.6. The Participant's
   Incentive Stock Options shall expire unless exercised within one year from
   the date of such Termination.

        The Committee may, at any time on or before the termination of the
   exercise period of the Participant's Incentive Stock Options, extend the
   exercise period if the Participant's employment is terminated for a reason
   specified in this Section 2.8. If so extended, the term of the exercise
   period shall expire on the date specified by the Committee, which date
   shall be no later than the date which is sixty (60) months following the
   date of the Participant's Termination of employment. If such extension
   adversely affects the Participant's federal income tax treatment of the
   Incentive Stock Option at the time of extension or exercise, the extension
   shall only be made with the consent of the Participant. In no event may
   the term of an Incentive Stock Option, including extensions, exceed the
   term set forth in Section 2.4.

        II.9.     Special Rule for 10 Percent Shareholders

        If, at the time an Incentive Stock Option is granted, a Participant
   owns Common Stock representing more than ten percent (10%) of the total
   combined voting power of all classes of stock of the Company or any of its
   subsidiaries, then the terms of the Incentive Stock Option shall specify
   that the option price shall at the time of grant be at least one hundred-
   ten percent (110%) of the Fair Market Value of the stock subject to the
   option and such option shall not be exercisable after the expiration of
   five (5) years from the date such option is granted.

        II.10.  Notice of Exercise

        When exercisable pursuant to the terms of the governing incentive
   stock option agreement, Incentive Stock Options granted under the Plan
   shall be exercised by the Participant (or by other authorized persons in
   accordance with Section 5.9) as to all or part of the shares subject to
   the option by delivering written notice of exercise to the Company at its
   principal executive office or such other office as the Company may from
   time to time direct, (a) specifying the number of shares to be purchased,
   (b) indicating the method of payment of the exercise price or including a
   check payable to the Company in an amount equal to the full exercise price
   of the number of shares being purchased, and (c) containing such further
   provisions consistent with the provisions of the Plan, as the Company may
   from time to time prescribe.

        II.11.   Notice of Disposition

        If a Participant makes a disposition, within the meaning of Section
   424(c) of the Code and the regulations promulgated thereunder, of a share
   or shares of Common Stock issued to such Participant pursuant to the
   exercise of an Incentive Stock Option within the two-year period
   commencing on the day after the date of the grant or within the one-year
   period commencing on the day after the date of transfer of such share or
   shares to the Participant pursuant to such exercise, the Participant
   shall, within ten (10) days of such disposition, notify the Company
   thereof in writing at the Company's principal executive office.

                      ARTICLE III. EXECUTIVE STOCK OPTIONS

        III.1.    Types of Options

        Executive Stock Options granted under the Plan shall, at the time of
   grant, provide that they will not be treated as an incentive stock option
   within the meaning of Section 422 of the Code.

        III.2.  Terms and Conditions of Options

        Subject to the following provisions, all Executive Stock Options
   granted under the Plan shall be in such form and upon such terms and
   conditions as the Committee, in its discretion, may from time to time
   determine, provided such terms and conditions are clearly designated at
   the time of grant.

        III.3.    Exercise Price

        The exercise price per share shall be at least one hundred percent
   (100%) of the Fair Market Value of the Common Stock on the date such
   Executive Stock Option is granted.

        III.4.    Term of Options

        Any Executive Stock Option granted under the Plan may be exercised no
   later than ten (10) years from the date of grant or such shorter period of
   time as designated by the Committee at the time of grant. Subject to
   Sections 3.7, 3.8 and 5.13 hereof and the stock option agreement governing
   the grant of the Executive Stock Options under the Plan, which may
   contemplate vesting of exercise rights, options may be exercised in whole
   or in one or more parts throughout such term. All rights to exercise an
   Executive Stock Option shall expire at the end of the designated term.

        III.5.    Payment

        Payment for shares for which an Executive Stock Option is exercised
   shall be made in full to the Corporation in such manner and at such time
   or times as shall be provided by the Committee at the time of grant in
   either (i) cash or its equivalent or (ii) by tendering shares of
   previously acquired Common Stock having a Fair Market Value equal to the
   exercise price or (iii) by a combination of (i) and (ii). The proceeds
   from such payment shall be added to the general funds of the Corporation
   and shall be used for general corporate purposes.

        III.6.    Exercise of Options

        Subject to Section 5.13, Executive Stock Options shall be exercisable
   in whole or in part after completion of such periods of service or
   achievement of such conditions as the Committee shall specify in an
   executive stock option agreement when granting the options; provided,
   however, that in the absence of a Committee specification to the contrary
   and subject to Sections 3.7 and 3.8, twenty-five percent (25%) of the
   shares subject to the Executive Stock Option shall have been earned and
   the Executive Stock Option shall become exercisable with respect to such
   shares on each of the first four annual anniversaries of the date of grant
   of the Executive Stock Option. In no event, however, and notwithstanding
   Sections 3.7 and 3.8, shall an Executive Stock Option be exercised after
   the expiration of ten (10) years from the date of grant.

        III.7.    Termination of Employment

        A Participant's Executive Stock Options shall expire three months
   after the Termination of the Participant's employment for any reason other
   than death, Disability or Retirement and shall be limited to the shares of
   Common Stock which could have been purchased by the Participant at the
   date of Termination of employment.

        III.8.    Termination of Employment by Reason of Death, Disability or
   Retirement

        Upon the Termination of a Participant's employment by reason of
   death, Disability or Retirement, Executive Stock Options held at the
   termination date by such Participant shall be exercisable, irrespective of
   whether the options were fully exercisable in accordance with Section 3.6
   on that date. The Participant's Executive Stock Options shall expire
   unless exercised within one year from the date of such Termination.

        In the case of Termination of a Participant's employment by reason of
   early retirement within the meaning of the Company's applicable retirement
   plan, Executive Stock Options which may be exercised shall be limited to
   the shares which could have been purchased by the Participant at the date
   of such early retirement, except that the Committee, in its discretion,
   may waive the vesting requirements of Section 3.6. The Participant's
   Executive Stock Options shall expire unless exercised within one year from
   the date of such Termination.

        The Committee may, at any time on or before the termination of the
   exercise period of the Participant's Executive Stock Options, extend the
   exercise period if the Participant's employment is terminated for a reason
   specified in this Section 3.8. If so extended, the term of the exercise
   period shall expire on the date specified by the Committee, which date
   shall be no later than the date which is sixty (60) months following the
   date of the Participant's Termination of employment. If such extension
   adversely affects the Participant's federal income tax treatment of the
   Executive Stock Option at the time of extension or exercise, the extension
   shall only be made with the consent of the Participant. In no event may
   the term of an Executive Stock Option, including extensions, exceed the
   term set forth in Section 3.4.

        III.9.    Notice of Exercise

        When exercisable pursuant to the terms of the governing executive
   stock option agreement, Executive Stock Options granted under the Plan
   shall be exercised by the Participant (or by other authorized persons in
   accordance with Section 5.9) as to all or part of the shares subject to
   the option by delivering written notice of exercise to the Company at its
   principal executive office or such other office as the Company may from
   time to time direct, (a) specifying the number of shares to be purchased,
   (b) indicating the method of payment of the exercise price or including a
   check payable to the Company in an amount equal to the full exercise price
   of the number of shares being purchased, (c) including a Tax Election, if
   applicable, in accordance with Section 5.8, and (d) containing such
   further provisions consistent with the provisions of the Plan, as the
   Company may from time to time prescribe.

        III.10.  Limitation of Exercise Periods

        The Committee may limit the time periods within which an Executive
   Stock Option may be exercised if a limitation on exercise is deemed
   necessary in order to effect compliance with applicable law.

                          ARTICLE IV. RESTRICTED STOCK

        IV.1.  Terms and Conditions of Awards

        The Committee may grant shares of stock subject to the restrictions
   described in Section 4.2 under a restricted stock agreement, with or
   without payment by the Participant for such Restricted Stock, as specified
   by the Committee at the time of grant. Such agreement shall specify the
   number of shares granted and the conditions and terms of the grant.
   Restricted Stock, with restrictions noted on the face of the certificates,
   shall be issued in the name of the Participant granted the Restricted
   Stock and deposited with a trust administered by the Committee (and
   subject to the claims of the Company's creditors) during the restriction
   period unless the Participant makes an election under Section 83(b) of the
   Code with respect to such Restricted Stock.

        IV.2.  Restrictions

        Until the restrictions have lapsed in accordance with Section 4.3,
   the shares of Restricted Stock granted hereunder may not be sold,
   transferred, pledged, assigned, or otherwise alienated or hypothecated.
   The Committee may impose such other restrictions on any shares of
   restricted stock as required by law including, without limitation,
   restrictions under applicable federal or state securities laws, and may
   place legends on the certificates representing such Restricted Stock to
   provide appropriate notice of such restrictions.

        IV.3.  Period of Restriction

        Subject to Section 5.13, the restrictions set forth in Section 4.2
   shall lapse and such shares shall be freely transferable upon completion
   of such periods of service or achievement of such conditions as the
   Committee shall specify in an individual Restricted Stock Agreement
   between the Company and the Participant when granting the shares of
   Restricted Stock.

        IV.4.  Termination of Employment

        If a Participant's employment is terminated prior to the lapsing of
   the restrictions in accordance with Section 4.3 as a result of death,
   Retirement or Disability, restrictions on the shares of Restricted Stock
   granted to the Participant shall immediately lapse on the date of such
   death, Disability or Retirement. If any Participant's employment is
   terminated prior to the lapsing of restrictions in accordance with Section
   4.3 for any reason other than death, Disability or Retirement, the shares
   of Restricted Stock granted to such Participant shall be forfeited and
   shall revert to the Company.

        IV.5.  Rights as Shareholder

        Prior to the lapsing of restrictions in accordance with Section 4.3,
   Participants holding shares of Restricted Stock shall not have dividend
   rights and voting rights with respect to such Restricted Stock.

                          ARTICLE V. GENERAL PROVISIONS

        V.1.  General Restrictions

        Each grant under the Plan shall be subject to the requirement that if
   the Committee shall determine, at any time, that (a) the listing,
   registration or qualification of the shares of Common Stock subject or
   related thereto upon any securities exchange or under any state or federal
   law, (b) the consent or approval of any government regulatory body, or (c)
   an agreement by the Participant with respect to the disposition of shares
   of Common Stock, is necessary or desirable as a condition of, or in
   connection with, the granting or the issuance or purchase of shares of
   Common Stock thereunder, such grant may not be consummated in whole or in
   part unless such listing, registration, qualification, consent, approval
   or agreement shall have been effected or obtained free of any conditions
   not acceptable to the Committee.

        V.2.  Adjustments for Certain Corporate Events

        In the event of a reorganization, recapitalization, stock split,
   stock dividend, combination of shares, rights offer, liquidation,
   dissolution, merger, consolidation, spin-off or sale of assets, or any
   other change in or affecting the corporate structure or capitalization of
   the Company, the Board shall make such adjustments as the Committee may
   recommend, and as the Board in its discretion may deem appropriate, in the
   number and kind of shares authorized by the Plan, in the number, exercise
   price or kind of shares covered by the grants and in any outstanding
   grants under the Plan in order to prevent substantial dilution or
   enlargement thereof.

        V.3.  Amendments

        The Board may discontinue the Plan at any time and may amend it from
   time to time, but no amendment, without approval by shareholders, may (a)
   increase the total number of shares which may be issued under the Plan,
   except as provided in Section 5.2 hereof, (b) materially modify the
   eligibility requirements for Participants, (c) materially increase the
   benefits accruing to Participants, or (d) cause the Plan to no longer
   comply with Rule 16b-3 of the Exchange Act or any other federal or state
   statutory or regulatory requirement.

        V.4.  Grants Evidenced by Agreements

        Each grant under the Plan shall be evidenced by an individual
   Incentive Stock Option Agreement, Executive Stock Option Agreement or
   Restricted Stock Agreement, as applicable, which shall be executed by the
   Company and each Participant. The agreement shall contain such terms and
   provisions, not inconsistent with the terms of the Plan, as shall be
   determined by the Committee, including, as applicable: (a) the number of
   shares a Participant may acquire pursuant to the option granted and the
   exercise price per share or the number of shares of Restricted Stock
   granted, as applicable; (b) any conditions affecting the exercise of the
   option; (d) the procedure for exercising the option granted; (d) a clear
   designation of whether the exercise of the option granted thereby is
   subject to vesting; (e) a clear designation of the period of restriction
   and conditions for vesting of Restricted Stock; (f) representations and
   warranties of Participant regarding the acquisition of shares for
   investment purposes; and (g) such provisions as the Committee, upon advice
   of counsel to the Company, shall deem necessary or appropriate to comply
   with the requirements of applicable laws. In the event there shall be any
   discrepancy or inconsistency between the terms of the Plan and any term or
   provision contained in such an agreement, the terms of the Plan, as
   interpreted by the Committee, shall govern.

        V.5.  Modification, Substitution or Cancellation of Grants

        Subject to the terms of the Plan, the Committee may modify
   outstanding grants under the Plan or accept the surrender of outstanding
   grants and make new grants in substitution for them. Notwithstanding the
   foregoing, no modification of any grant shall adversely alter or impair
   any rights or obligations of the Participant without the Participant's
   consent.

        V.6.  Shares Subject to the Plan

        Shares distributed pursuant to the Plan shall be made available from
   authorized but unissued shares or from shares purchased or otherwise
   acquired, in open market, in private transactions or otherwise, by the
   Company for use in the Plan, as shall be determined from time to time by
   the Committee.

        V.7.  Rights of a Shareholder

        Participants under the Plan shall have no rights as shareholders by
   reason thereof unless and until certificates for shares of Common Stock
   are issued to them.

        V.8. Withholding

        The Company shall have the right to deduct from any distribution of
   Common Stock to any Participant an amount equal to the federal, state and
   local income taxes and other amounts as may be required by law to be
   withheld (the "Withholding Taxes") with respect to any grant under the
   Plan. If a Participant is to experience a taxable event in connection with
   the receipt of cash or shares of Common Stock pursuant to an option
   exercise (a "Taxable Event"), the Participant shall pay the Withholding
   Taxes to the Company prior to the issuance of such shares of Common Stock.
   In satisfaction of the obligation to pay Withholding Taxes to the Company,
   the Participant may make a written election (the "Tax Election"), which
   may be accepted or rejected in the discretion of the Committee, to have
   withheld a portion of the shares of Common Stock then issuable to the
   Participant having an aggregate Fair Market Value on the day immediately
   preceding the date of such issuance equal to the Withholding Taxes,
   provided that in respect of a Participant who may be subject to liability
   under Section 16(b) of the Exchange Act either: (i) in the case of a
   Taxable Event involving a stock option or the grant of restricted stock,
   (A) the Tax Election is made at least six (6) months prior to the date of
   the Taxable Event and (B) the Tax Election is irrevocable with respect to
   all Taxable Events of a similar nature occurring prior to the expiration
   of six (6) months following a revocation of the Tax Election; (ii) in the
   case of the exercise of an option (A) the Participant makes the Tax
   Election at least six (6) months after the date the option was granted,
   (B) the option is exercised during the ten (10) day period beginning on
   the third business day and ending on the twelfth business day following
   the release for publication of the Company's quarterly or annual statement
   of sales and earnings (the "Window Period") and (C) the Tax Election is
   made during the Window Period in which the option is exercised or prior to
   such Window Period and subsequent to the immediately preceding Window
   Period; or (iii) in the case of a Taxable Event relating to the payment of
   an award, (A) the Participant makes the Tax Election at least six (6)
   months after the date of grant and (B) the Tax Election is made (1) in the
   case of a Taxable Event occurring within a Window Period, during the
   Window Period in which the Taxable Event occurs or (2) in the case of a
   Taxable Event not occurring within a Window Period, dining the Window
   Period immediately preceding the Taxable Event. Notwithstanding the
   foregoing, the Committee may, by the adoption of rules or otherwise, (i)
   modify the provisions of this Section 5.8 as may be necessary to ensure
   that the Tax Elections will be exempt transactions under Section 16(b) of
   the Exchange Act, and (ii) permit Tax Elections to be made at such other
   times and subject to such other conditions as the Committee determines
   will constitute exempt transactions under Section 16(b) of the Exchange
   Act.

        V.9.  Nonassignability

        Except as expressly provided in the Plan, no grant shall be
   transferable except by will, the laws of descent and distribution or a
   qualified domestic relations order ("QDRO") as defined by the Code or
   Title I of the Employee Retirement Income Security Act of 1974, as
   amended, or the rules thereunder. During the lifetime of the Participant,
   except as expressly provided in the Plan, grants under the Plan shall be
   exercisable only by such Participant, by the guardian or legal
   representative of such Participant or pursuant to a QDRO.

        V.10.  Nonuniform Determinations

        Determinations by the Committee under the Plan (including, without
   limitation, determinations of the persons to receive grants, the form,
   amount and timing of such grants, and the terms and provisions of such
   grants and the agreements evidencing the same) need not be uniform and may
   be made by it selectively among persons who receive, or are eligible to
   receive, grants under the Plan, whether or not such persons are similarly
   situated.

        V.11.  No Guarantee of Employment

        Neither grants under the Plan nor any action taken pursuant to the
   Plan shall not constitute or be evidence of any agreement or
   understanding, express or implied, that the Company shall retain the
   Participant for any period of time or at any particular rate of
   compensation.

        V.12.  Effective Date; Duration

        The Plan shall become effective as of January 1, 1996, subject to
   approval by the shareholders of the Company. No grant may be given under
   the Plan after December 31, 2005, but grants theretofore granted may
   extend beyond such date.

        V.13.  Change in Control

        Notwithstanding anything herein to the contrary if a Change in
   Control of the Company occurs, then all Incentive Stock Options and
   Executive Stock Options shall become fully exercisable and all
   restrictions on grants of Restricted Stock shall lapse as of the date such
   Change in Control occurred. For the purposes of the Plan, a Change in
   Control of the Company shall be deemed to have occurred upon the earliest
   of the following events:

        (a)  when the Company acquires actual knowledge that any person (as
   such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
   than any person who was the beneficial owner of 25% or more of the Common
   Stock as of the effective date of the Plan, becomes the beneficial owner
   (as defined in Rule 13d-3 of the Exchange Act) directly or indirectly, of
   securities of the Company representing 25% or more of the combined voting
   power of the Company's then- outstanding securities;

        (b)  upon the first purchase of Common Stock pursuant to a tender or
   exchange offer (other than a tender or exchange offer made by the
   Company);

        (c)  upon the approval by the Company's shareholders of (i) a merger
   or consolidation of the Company with or into another corporation (other
   than a merger or consolidation in which the Company is the surviving
   corporation and which does not result in any capital reorganization or
   reclassification or other change in the Company's then outstanding shares
   of Common Stock), (ii) a sale or disposition of all or substantially all
   of the Company's assets or (iii) a plan of liquidation or dissolution of
   the Company; or

        (d)  if the Board or any designated committee determines in its sole
   discretion that any person (as such term is used in Sections 13(d) and
   14(d) of the Exchange Act), other than a person who exercised a
   controlling influence as of the effective date of the Plan, directly or
   indirectly exercises a controlling influence over the management or
   policies of the Company.

        V.14.  Governing Law.  The Plan and all actions taken thereunder
   shall be governed by and construed in accordance with the laws of the
   State of Florida.

   <PAGE>
                                   JOTAN, INC.
                        EXECUTIVE STOCK OPTION AGREEMENT


        THIS AGREEMENT is effective as of the ____ day of _______________
   between Jotan, Inc. (the "Company"), and _______________ an employee of
   the Company or one of its subsidiaries ("Optionee").

                                   WITNESSETH

        1.   Grant of Executive Stock Option. Pursuant to the provisions of
   Article III of the Jotan, Inc. 1996 Long-Term Incentive Plan (the "Plan"),
   the Company hereby grants to Optionee, subject to the terms and conditions
   of the Plan (the terms of which are hereby incorporated by reference), the
   right and option (the "Executive Stock Option") to purchase from the
   Company ______ shares of common stock of the Company (the "Common Stock"),
   subject to the terms and conditions herein set forth and exercisable as
   hereinafter provided. This Executive Stock Option shall not constitute an
   incentive stock option within the meaning of Section 422 of the Internal
   Revenue Code of 1986, as amended (the "Code").

        2.   Terms and Conditions. The Executive Stock Option evidenced
   hereby is subject to the following terms and conditions:

        (a)  Price. The purchase price per share is $__________.

        (b)  Expiration Date. The Executive Stock Option shall expire years
   after the date hereof, or on _______________________.

        (c)  Exercise of Option. This Executive Stock Option may be
   exercised, to the extent exercisable by its terms, in whole, or from time
   to time in part, in accordance with the exercise schedule set forth below
   (the "Exercise Schedule") and prior to its expiration. Any exercise shall
   be accompanied by a written notice to the Company specifying the number of
   shares as to which the Executive Stock Option is being exercised. The
   Exercise Schedule shall be as follows:

        Full Years                               Cumulative Percentage
        Elapsed Since                             of the Shares Which
        Date of Grant                               May Be Exercised

             1                                            25%
             2                                            50%
             3                                            75%
             4                                            100%

        (d)  Payment of Purchase Price Upon Exercise. At the time of any
   exercise, the fall purchase price of the shares of Common Stock as to
   which this Executive Stock Option shall be exercised shall be paid to the
   Company in the form of cash, Common Stock at fair market value, or any
   combination thereof; provided, however, that the Company, by resolution of
   its Board communicated in writing to Optionee, may require from time to
   time that Optionee pay for shares acquired pursuant to the exercise of
   this Executive Stock Option first in the form of shares of Common Stock
   acquired through any previous exercise of Executive Stock Options (as
   defined in the Plan) under the Plan. For the purposes of this paragraph,
   "fair market value" of the Common Stock shall have the meaning assigned
   thereto in the Plan.

        (e)  Exercise Upon Death, Disability or Termination of Employment.

             (1)  Death While Employed. If Optionee shall die while an
   employee of the Company or of a subsidiary of the Company, this Executive
   Stock Option may be fully exercised by the person or persons to whom
   Optionee's rights under this Executive Stock Option shall pass by will or
   by applicable law, or if no such person has such right, by Optionee's
   executors or administrators, at any time, or from time to time, within one
   year from the date of Optionee's death.

             (2)  Disability or Normal Retirement.  If Optionee's employment
   with the Company or with a subsidiary of the Company shall terminate
   because of Disability (as defined in the Plan) or because of Retirement
   (as defined in the Plan), Optionee may fully exercise this Executive Stock
   Option at any time, or from time to time, within one year from the date of
   termination of employment.

             (3)  Early Retirement. If Optionee's employment with the Company
   or with a subsidiary of the Company shall terminate because of early
   retirement within the meaning of the Company's applicable retirement plan,
   Optionee may fully exercise this Executive Stock Option at any time, or
   from time to time, within one year from the date of termination of
   employment, provided, however, that such exercise shall be limited in the
   aggregate to the number of shares which Optionee was entitled to purchase
   on the date of such early retirement.

             (4)  Other Termination. If Optionee's employment with the
   Company or with a subsidiary of the Company shall terminate for any reason
   other than death, Disability or Retirement as specified in clauses (1),
   (2), or (3) of this subparagraph (e), Optionee may exercise this Executive
   Stock Option, to the extent that Optionee is entitled to do so at the date
   of termination of employment, at any time, or from time to time, within
   three months from the date of termination of employment.

             (5)  Death After Termination of Employment. If Optionee shall
   die following a termination of employment, this Executive Stock Option may
   be exercised, by the person or persons to whom Optionee's rights under
   this Executive Stock Option shall pass by will or by applicable law, or if
   no such person has such right by Optionee's executors or administrators,
   to the extent and during the period that Optionee was entitled to do so.

             (6)  Expiration. In no event shall Optionee or, on Optionee's
   death, Optionee's successors exercise this Executive Stock Option after
   the expiration date specified in subparagraph (b) of this Section 2.

        (f)  Nontransferability.  This Executive Stock Option shall not be
   assignable or transferable other than by will, the laws of descent and
   distribution or a qualified domestic relations order ("QDRO") as defined
   by the Code or Title I of the Employee Retirement Income Security Act of
   1974, as amended, or the rules thereunder. During the lifetime of
   Optionee, this Executive Stock Option shall be exercisable only by
   Optionee or by the guardian or legal representative of Optionee or
   pursuant to a QDRO.

        (g)  Adjustments. In the event of a reorganization, recapitalization,
   stock split, stock dividend, combination of shares, rights offer,
   liquidation, dissolution, merger, consolidation, spinoff or sale of
   assets, or of any other change in or affecting the corporate structure or
   capitalization of the Company, then in any such event the number and kind
   of shares subject to this Executive Stock Option and the purchase price
   per share shall be appropriately adjusted pursuant to Section 5.2 of the
   Plan consistent with such change in such manner as the Committee appointed
   pursuant to Section 1.2 of the Plan (the "Committee") may deem equitable
   to prevent substantial dilution or enlargement of the rights granted to
   Optionee hereunder. Any adjustment so made shall be final and binding upon
   Optionee.

        (h)  No Rights as Shareholder. Optionee shall have no rights as a
   shareholder with respect to any shares subject to this Executive Stock
   Option prior to the date of issuance of a certificate or certificates for
   such shares.

        (i)  No Right to Continued Employment. This Executive Stock Option
   shall not confer upon Optionee any right with respect to continuance of
   employment by the Company or any subsidiary of the Company, nor shall it
   interfere in any way with the right of the employer to terminate
   Optionee's employment.

        (j)  Compliance With Law and Regulations. The Company shall not be
   required to issue or deliver any certificates for shares prior to (1) the
   listing of such shares on any stock exchange on which the Common Stock may
   then be listed and (2) the completion of any registration or qualification
   of such shares under any federal or state law, or any rule or regulation
   of any governmental body which the Company shall, in its sole discretion,
   determine to be necessary or advisable.

        (k)  Income Tax Withholding. The parties hereto recognize that the
   Company may be obligated to withhold federal, state or local income taxes
   and social security taxes in connection with the exercise of the Executive
   Stock Option or in connection with the disposition of any shares of Common
   Stock acquired by exercise of this Executive Stock Option. Optionee agrees
   that the Company may withhold amounts needed to cover such taxes from
   payments otherwise due and owing to Optionee, and also agrees that upon
   demand Optionee will promptly pay to the Company having such obligation
   any additional amounts as may be necessary to satisfy such withholding tax
   obligation. Such payment shall be made in cash or by certified check
   payable to the order of the Company.

        3.   Investment Representation. The Committee may require Optionee to
   furnish to the Company, prior to the issuance of any shares upon the
   exercise of all or any part of this Executive Stock Option, an agreement
   (in such form as such Committee may specify) in which Optionee represents
   that the shares of Common Stock acquired upon exercise are being acquired
   for investment and not with a view to the sale or distribution thereof and
   that any transfers of such shares will be made only in compliance with the
   registration requirements of the Securities Act of 1933, as amended, or an
   exemption therefrom.

        4.   Optionee Bound by Plan. Optionee hereby acknowledges receipt of
   a copy of the Plan and agrees to be bound by all the terms and provisions
   thereof. In the event any of the terms of this Agreement are deemed to
   conflict with any of the terms of the Plan, the terms of the Plan shall
   prevail.

        5.   Acceleration. Notwithstanding anything herein to the contrary,
   if a Change in Control of the Company, as defined in the Plan, occurs, the
   date on which this Executive Stock Option may be exercised shall
   automatically, and without further action by the Committee, be accelerated
   to the date of such Change in Control.

        6.   Notices. Any notice hereunder to the Company shall be addressed
   to it at its office, 118 W. Adams Street, Jacksonville, Florida 32201,
   Attention: _______________ and any notice hereunder to Optionee shall
   be addressed to him or her at subject to the right of either party to
   designate at any time hereafter, in writing, some other address.

        7.   Counterparts. This Agreement may be executed in two
   counterparts, each of which shall constitute one and the same instrument. 


        8.   Governing Law. This Agreement shall be governed by and construed
   in accordance with the laws of the State of Florida.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be
   executed on its behalf by its duly authorized officer and Optionee has
   executed this Agreement to be effective as of the day and year first above
   written.

                                      JOTAN, NC.

                                      By:___________________________________

                                      Its:__________________________________

                                                                    
                                      Optionee
   <PAGE>
                               AMENDMENT NO. 1

                                     TO

                                 JOTAN, INC.

                       1996 LONG-TERM INCENTIVE PLAN


      The Jotan, Inc. 1996 Long-Term Incentive Plan approved by the share-
   holders of Jotan, Inc. at their 1996 Annual Meeting (the "Plan") is hereby
   amended as follows:

      1.  The first sentence of Section I.6 of the Plan is amended to read
          as follows:

          The aggregate number of shares of Common Stock, including shares
          reserved for issuance pursuant to the exercise of options, which
          may be granted or issued under the terms of the Plan, may not
          exceed 2,000,000 shares, and such shares hereby are reserved for
          such purpose.

      2.  Section I.6 of the Plan is amended further by adding the following
          paragraph:

             No Participant shall, in any calendar year, be granted
          Incentive Stock Options and Executive Stock Options to purchase
          more than 300,000 Shares.  Executive Stock Options and Executive
          Stock Options granted to the Participant and canceled during the
          same calendar year shall be counted against such maximum number
          of shares of the Company's Common Stock.  In the event that the
          number of Incentive Stock Options and Executive Stock Options 
          which may be granted is adjusted as provided in the Plan, the 
          above limit shall automatically be adjusted in the same ratio.

      3.  All other provisions of the Plan remain in full force and effect.

      This Amendment was approved by the shareholders of Jotan, Inc. at their
   1997 Annual Meeting.