AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT 
    
        This Amendment No. 2 to Note Purchase Agreement (this "Amendment"),
   dated as of November 6, 1997, by and among Southland Container Packaging
   Corp., a Texas corporation (as successor by merger to SHC Acquisition
   Corp., a Florida corporation, and formerly called Southland Holding
   Company, herein the "Company"), JOTAN, INC., a Florida corporation
   ("Parent"), RICE PARTNERS II, L.P., a Delaware limited partnership
   ("Rice"), F-SOUTHLAND, L.L.C., a North Carolina limited liability company
   ("F-Southland"), and FF-SOUTHLAND, L.P., a Delaware limited partnership
   ("FF-Southland") (F-Southland and FF-Southland are individually or
   collectively, as the context requires, referred to herein as "Southland
   Purchasers") (Rice and Southland Purchasers are individually or
   collectively, as the context requires, referred to herein as the
   "Purchaser").

                                    RECITALS

        A.   The Company, Parent, Rice and the Southland Purchasers have
   entered into that certain Note Purchase Agreement, dated as of February
   28, 1997, as the same has been amended by that certain Amendment No. 1
   dated as of August 19, 1997 (the "Original Agreement" and, as amended
   hereby, the "Note Agreement").

        B.   SHC Acquisition Corp. has merged with and into Southland Holding
   Company, with Southland Holding Company surviving and assuming all the
   obligations of SHC Acquisition Corp. under the Original Agreement.  On
   July 31, 1997, all of the subsidiaries of Southland Holding Company and
   Atlantic Bag & Paper Company, a Subsidiary of Parent, merged with and into
   Southland Holding Company (which concurrently changed its name to
   Southland Container Packaging Corp.), with the result that the Company, as
   of July 31, 1997, had no Subsidiaries.

        C.   The Company has advised the Purchaser, the Senior Lender and the
   Senior Agent that certain defaults have occurred under the financial
   covenants in the Original Agreement and in the Senior Loan Agreement.

        D.   The Company has requested that the Senior Lender (1) make
   certain amendments to the Senior Loan Agreement (as the same has been
   amended by that certain letter amendment dated April 30, 1997, that
   certain Second Amendment to Credit Agreement dated as of June 20, 1997 and
   that certain Third Amendment to Credit Agreement dated as of August 19,
   1997) pursuant to the Fourth Amendment to Credit Agreement among the
   Company, Parent, Senior Agent and the Senior Lender, which Purchaser will
   review and approve (the "Senior Loan Amendment"), and (2) waive such
   defaults, and the Senior Lender is willing to do so subject to the terms
   and conditions set forth therein.

        E.   The Company has requested that the Purchaser make (1) certain
   amendments to the Original Agreement and (2) waive such defaults under the
   Original Agreement, and the Purchaser is willing to do so subject to the
   terms and conditions set forth herein.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the premises herein contained and
   other good and valuable consideration, the sufficiency of which is hereby
   acknowledged, the parties hereto, intending to be legally bound, agree as
   follows:

   1.   DEFINITIONS.  All capitalized terms used but not otherwise defined in
   this Amendment shall have the meanings ascribed to them in the Note
   Agreement.  Unless otherwise specified, all section references herein
   refer to sections of the Original Agreement.

   2.   AMENDMENTS.  The Original Agreement is hereby amended as follows:

        Amendment to Section 6.20.  Effective as of the date hereof,
   Section 6.20(d) is hereby amended as follows:

             (a)  Section 6.20(d) is hereby amended by deleting it in its
   entirety and substituting the following in lieu thereof:

             (d)  EBITDA.  As of the end of each Fiscal Quarter set forth
        below, Parent shall not permit EBITDA for the twelve (12) month
        period (or portion thereof since June 30, 1997) then ending to be
        less than the Dollar amount set forth below for such Fiscal Quarter
        (beginning with the Fiscal Quarter ending December 31, 1997):


                      Period                             Dollar Amount
                      ------                             -------------

                December 31, 1997                         $2,250,000
                March 31, 1998                            $3,150,000
                June 30, 1998                             $5,850,000
                September 30, 1998                        $6,075,000
                December 31, 1998                         $6,300,000
                March 31, 1999                            $6,525,000
                June 30, 1999                             $6,750,000



                      Period                             Dollar Amount
                      ------                             -------------

                September 30, 1999                        $6,975,000
                December 31, 1999                         $7,200,000
                March 31, 2000                            $7,425,000


        3.   CONDITIONS TO EFFECTIVENESS.  The effectiveness of this
   Amendment is subject to the satisfaction of the following conditions
   precedent, unless specifically waived in writing by the Purchaser:

        3.1. Purchaser shall have received (a) this Amendment, duly executed
   by the Company; (b) a certificate of each of the Secretary of the Company
   and of Parent in the forms of Exhibit A and Exhibit A-1 attached hereto,
   respectively (hereinafter collectively referred to as the "Company General
   Certificate"), certified by the Secretary of the Company as Parent, as
   appropriate, and acknowledging (i) that the Company's Board of Directors
   has adopted, approved, consented to and ratified resolutions which
   authorize the execution, delivery and performance by the Company of the
   Senior Loan Amendment, this Amendment and all Other Agreements to which
   the Company is or is to be a party, and (ii) the names of the officers of
   the Company authorized to sign the Senior Loan Amendment, this Amendment
   and each of the Other Agreements to which the Company is or is to be a
   party hereunder (including the certificates contemplated herein) together
   with specimen signatures of such officers; (c) an executed copy of the
   Senior Loan Amendment and each document relating thereto, or a certificate
   executed by the Chief Financial Officer of the Company certifying that the
   Senior Loan Amendment and other documents attached thereto are true,
   correct and complete copies of the Senior Loan Agreement and all documents
   relating thereto; (d) a written consent of the Senior Agent on behalf of
   the Senior Lender to the execution and delivery of this Amendment and all
   documents relating hereto; and (e) such additional documents, instruments
   and information as Purchaser or its legal counsel may request. 

        3.2. The representations and warranties contained herein and in the
   Original Agreement and the Other Agreements, as amended hereby, shall be
   true and correct on and as of the date hereof, as if made on the date
   hereof.  

        3.3. No Potential Default or Event of Default under the Original
   Agreement, as amended hereby, shall have occurred and be continuing,
   unless such Potential Default or Event of Default has been specifically
   waived in writing by Purchaser.

        3.4. The Senior Loan Amendment shall have been duly executed and
   delivered by the parties thereto and shall be on terms and conditions
   satisfactory to Purchaser, and all conditions precedent to funding of the
   Senior Loans contemplated thereunder shall have been satisfied or waived.

   4.   RATIFICATIONS, REPRESENTATIONS AND WARRANTIES; CONSENT TO SENIOR
        LOAN AMENDMENT; COVENANT TO ISSUE PIK NOTES.

        4.1. The terms and provisions set forth in this Amendment shall
   modify and supersede all inconsistent terms and provisions set forth in
   the Original Agreement and the Other Agreements and, except as expressly
   modified and superseded by this Amendment, the terms and provisions of the
   Original Agreement and the Other  Agreements are ratified and confirmed
   and shall continue in full force and effect.  The Company, Parent and
   Purchaser agree that the Original Agreement and the Other Agreements, as
   amended hereby, shall continue to be legal, valid, binding and enforceable
   in accordance with their respective terms.

        4.2. The Company hereby represents and warrants to Purchaser that (a)
   the execution, delivery and performance of this Amendment and any and all
   other agreements executed and/or delivered in connection herewith or
   therewith have been authorized by all requisite corporate action on the
   part of the Company and will not violate the Articles of Incorporation or
   Bylaws of the Company; (b) the representations and warranties contained in
   the Original Agreement and the Other Agreements, as amended hereby, are
   true and correct on and as of the date hereof as though made on and as of
   such date; (c) no Potential Default or Event of Default under the Original
   Agreement, as amended hereby, has occurred and is continuing, unless such
   Potential Default or Event of Default has been specifically waived in
   writing by Purchaser; (d) the Company is in full compliance with all
   covenants and agreements contained in the Original Agreement, as amended
   hereby, and the Other Agreements; and (e) the Company has not amended its
   Articles of Incorporation or its Bylaws since August 19, 1997, except for
   such amendments, if any, as are attached to the Company General
   Certificate.  The foregoing representations and warranties shall survive
   the execution and delivery of this Amendment.

        4.3  The Purchaser hereby represents that is the holder of the Senior
   Subordinated Notes issued to it on the Closing Date, and consents to the
   execution and delivery by the Company and Parent of the Senior Loan
   Amendment.  This consent is expressly intended for the benefit of, and may
   be relied upon by, the Senior Lender and the Senior Agent for all purposes
   of the Loan Documents (as defined in the Senior Loan Agreement) including
   the Senior Subordination Agreement.

        4.4  Each of Parent and the Company hereby consents to the execution
   and delivery by the other of this Amendment; and Parent hereby confirms
   its Parent Guaranty and the Company hereby confirms its Company Guaranty
   for all purposes, giving effect to this Amendment and the Senior Loan
   Amendment and the transactions contemplated hereby and thereby.

   5.   LIMITED WAIVER.

        By execution of this Amendment, Purchaser hereby waives any Potential
   Default or Event of Default occurring and existing under Section 8.1(c) of
   the Note Purchase Agreement solely as a result of the Company's failure to
   comply with the specific financial covenant set forth in Sections 6.20(b),
   (c) and (d) of the Note Purchase Agreement during the measurement period
   ended September 30, 1997 and any rights and remedies arising as a result
   thereof.  Except as specifically provided in this Section 5, nothing
   contained in this Amendment shall be construed as a waiver by Purchaser of
   any covenant or provision of the Note Purchase Agreement, the Other
   Agreements, this Amendment, or of any other contract or instrument between
   or among Parent, the Company and Purchaser, and the failure of Purchaser
   at any time or times hereafter to require strict performance by Parent or
   the Company, as the case may be, of any provision thereof shall not waive,
   affect or diminish any right of Purchaser to thereafter demand strict
   compliance therewith.  Purchaser hereby reserves all rights granted under
   the Note Purchase Agreement, the Other Agreements, this Amendment and any
   other contract or instrument between or among Parent, the Company and
   Purchaser.

   6.   MISCELLANEOUS.

        6.1. Survival of Representations and Warranties.  All representations
   and warranties made in the Original Agreement or any Other Agreement,
   including, without limitation, any document furnished in connection with
   this Amendment, shall survive the execution and delivery of this Amendment
   and the Other Agreements, and no investigation by Purchaser or any closing
   shall affect the representations and warranties or the right of Purchaser
   to rely upon them.

        6.2. Reference to Original Agreement.  Each of the Original Agreement
   and the Other Agreements, and any and all other agreements, documents or
   instruments now or hereafter executed and delivered pursuant to the terms
   hereof or pursuant to the terms of the Original Agreement, as amended
   hereby, are hereby amended so that any reference in the Original Agreement
   and such Other Agreements to the Original Agreement shall mean a reference
   to the Original Agreement as amended hereby.

        6.3. Expenses of Purchaser.  As provided in the Original Agreement,
   the Company agrees to pay on demand all costs and expenses incurred by
   Purchaser in connection with the preparation, negotiation and execution of
   this Amendment and any other agreements executed pursuant hereto,
   including, without limitation, the reasonable costs and fees of
   Purchaser's legal counsel.

        6.4. Severability.  Any provision of this Amendment held by a court
   of competent jurisdiction to be invalid or unenforceable shall not impair
   or invalidate the remainder of this Amendment and the effect thereof shall
   be confined to the provision so held to be invalid or unenforceable.

        6.5. Successors and Assigns.  This Amendment will inure to the
   benefit of and be binding upon the parties hereto and their respective
   successors and permitted assigns.

        6.6. Headings.  The headings of the sections and subsections of this
   Amendment are inserted for convenience only and do not constitute a part
   of this Amendment.

        6.7. Counterparts.  This Amendment may be executed in any number of
   counterparts, which shall collectively constitute one agreement.

        6.8. Law Governing.   THIS AMENDMENT HAS BEEN SUBSTANTIALLY
   NEGOTIATED AND IS BEING EXECUTED, DELIVERED, AND ACCEPTED, AND IS INTENDED
   TO BE PERFORMED, IN PART IN THE STATE OF FLORIDA.  ALL OBLIGATIONS, RIGHTS
   AND REMEDIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
   IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.  THE SENIOR
   SUBORDINATED NOTES SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
   ACCORDANCE WITH THE LAWS OF THE STATE SPECIFIED THEREIN.  EACH PURCHASER
   RETAINS ALL RIGHTS UNDER THE LAWS OF THE UNITED STATES OF AMERICA,
   INCLUDING THOSE RELATING TO THE CHARGING OF INTEREST.

        6.9  Waivers; Modification.  NO PROVISION OF THIS AMENDMENT MAY BE
   WAIVED, AMENDED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF
   ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE
   PARTY AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR
   DISCHARGE IS SOUGHT.

        6.10 Waiver of Jury Trial.  AFTER REVIEWING THIS SECTION 6.10 WITH
   ITS COUNSEL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PARENT,
   THE COMPANY AND EACH PURCHASER HEREBY KNOWINGLY, INTELLIGENTLY AND
   INTENTIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY
   JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON
   CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
   AMENDMENT, THE SENIOR SUBORDINATED NOTES OR ANY DOCUMENTS ENTERED INTO IN
   CONNECTION THEREWITH OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
   ACTIONS OF EACH PURCHASER IN THE NEGOTIATION, ADMINISTRATION, OR
   ENFORCEMENT THEREOF.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH
   PURCHASER TO PURCHASE THE SENIOR SUBORDINATED NOTES FROM THE COMPANY.

        6.11. Final Agreement.  THE ORIGINAL AGREEMENT, AS AMENDED HEREBY,
   AND THE OTHER AGREEMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES
   WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS
   EXECUTED.  THE ORIGINAL AGREEMENT, AS AMENDED HEREBY, AND THE OTHER
   AGREEMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
   OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
   AGREEMENTS BETWEEN THE PARTIES.

        6.12. Release.  THE COMPANY HEREBY ACKNOWLEDGES THAT IT HAS NO
   DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY
   KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL
   OR ANY PART OF ITS LIABILITY TO REPAY THE "SENIOR SUBORDINATED
   OBLIGATIONS" OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR
   NATURE FROM PURCHASER.  THE COMPANY HEREBY VOLUNTARILY AND KNOWINGLY
   RELEASES AND FOREVER DISCHARGES PURCHASER, ITS PREDECESSORS, AGENTS,
   OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
   CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND
   LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
   SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
   EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS
   AMENDMENT IS EXECUTED, WHICH THE COMPANY MAY NOW OR HEREAFTER HAVE AGAINST
   PURCHASER, ITS PREDECESSORS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES,
   SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
   CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
   OTHERWISE, AND ARISING FROM THE "SENIOR SUBORDINATED OBLIGATIONS",
   INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
   RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST
   LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE
   ORIGINAL AGREEMENT OR OTHER AGREEMENTS, AND NEGOTIATION FOR AND EXECUTION
   OF THIS AMENDMENT.


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

   <PAGE>
        IN WITNESS WHEREOF, Parent, the Company and Purchaser have caused
   this Amendment to be executed and delivered as of the date first written.

                                      PARENT:

                                      JOTAN, INC.


                                      By:  /s/ Edward L. Lipscomb
                                           Edward L. Lipscomb,
                                           Vice President and Chief Financial
                                           Officer

                                      Address for Notices for Parent and all
                                      Subsidiaries:

                                      118 West Adams Street 
                                      Jacksonville, Florida  32202
                                      Attn:  Mr. David Freedman
                                      Facsimile:  (904) 353-0075


                                      COMPANY:

                                      SOUTHLAND CONTAINER
                                        PACKAGING CORP. (formerly known as
                                      Southland Holding Company and as
                                      successor by merger to SHC Acquisition
                                      Corp.)


                                      By:  /s/ Edward L. Lipscomb
                                           Edward L. Lipscomb,
                                           Vice President and Chief Financial
                                           Officer

                                      118 West Adams Street 
                                      Jacksonville, Florida  32202
                                      Attn:  Mr. David Freedman
                                      Facsimile:  (904) 353-0075



                                      PURCHASER:

                                      RICE PARTNERS II, L.P.

                                      By:  Rice Capital Group IV,
                                           L.P., Its general partner

                                           By:  RMC Fund Management,
                                                L P., Its general partner

                                                By:  Rice Mezzanine
                                                     Corporation, its
                                                     general partner

                                                By:  /s/ Jeffrey P. Sangalis
                                                    Jeffrey P. Sangalis
                                                    Managing Director



                                      F-SOUTHLAND, L.L.C.

                                      By:  Franklin Street/Fairview Capital,
                                           L.L.C., its manager


                                           By:  /s/ Jeremiah M. Callahan
                                                Jeremiah M. Callahan,
                                                Manager

                                       FF-SOUTHLAND, L.P.

                                       By:  FSFC Associates, L.P.,
                                            its general partner

                                            By:  Franklin Capital, L.L.C.,
                                                 its general partner


                                                 By:  /s/ Jeremiah M. Callahan
                                                      Jeremiah M. Callahan,
                                                      Manager



   <PAGE>
                                   EXHIBIT A

                       Form of Company General Certificate

                                 [See Attached]


   <PAGE>
                                   EXHIBIT A-1

                       Form of Parent General Certificate

                                 [See Attached]