SECOND SUPPLEMENTAL SHAREHOLDER AGREEMENT
    

        SECOND SUPPLEMENTAL SHAREHOLDER AGREEMENT (the "Agreement") made as
   of January 23, 1998, by and among JOTAN, INC., a Florida corporation (the
   "Company"), the SHAREHOLDERS of the Company listed on the signature pages
   hereof (individually and collectively, as the context requires, the
   "Shareholder"), RICE PARTNERS II, L.P., a Delaware limited partnership
   ("Rice" or "Purchaser"), and F-SOUTHLAND, L.L.C., a North Carolina limited
   liability company ("F-Southland"), FF-SOUTHLAND , L.P., a Delaware limited
   partnership ("FF-Southland" and together with F-Southland, the "Southland
   Purchasers"), F-JOTAN, L.L.C., a North Carolina limited liability company
   ("F-Jotan") and of the shareholder named on the signature pages hereto the
   "Shareholder"). 

                              W I T N E S S E T H:

        WHEREAS, Shareholder owns beneficially and of record the number of
   shares or share equivalents, set forth under the signature of such
   Shareholder on this Agreement of the issued and outstanding capital stock
   of the Company (reflecting the departure of David Freedman on December 31,
   1997 from employment at the Company and the termination of his options to
   purchase up to 275,000 of the Company's Common Stock);

        WHEREAS, F-Jotan is the owner of the 1,329,357 shares of the Series A
   Preferred Stock of the Company as of the date hereof;

        WHEREAS, SHC Acquisition Corp., a wholly-owned Subsidiary of the
   Company, 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 Purchase Agreement.  On July 31,
   1997, all of the subsidiaries of Southland Holding Company and Atlantic
   Bag & Paper Company, a Subsidiary of the Company, merged with and into
   Southland Holding Company (which concurrently changed its name to
   Southland Container Packaging Corp.), with the result that Southland
   Container Packaging Corp.("Southland"), as of July 31, 1997, had no
   Subsidiaries;

        WHEREAS, the Company, Southland, Rice and the Southland Purchasers
   have entered into that certain Note Purchase Agreement, dated as of
   February 28, 1997, as amended by Amendment No. 1, dated as of August 19,
   1997 and Amendment No. 2, dated as of November 6, 1997 (the "Note
   Agreement");

             WHEREAS, the Company entered into that certain First
   Supplemental Preferred Stock and Warrant Purchase Agreement dated as of
   September 10, 1997, by and among the Company, Rice, Southland Purchasers,
   F-Jotan, and the Shareholder (the "First Supplemental Purchase Agreement")
   and the Company is, as of the date hereof, entering into the Second
   Supplemental Preferred Stock Purchase Agreement (the "Second Supplemental
   Purchase Agreement", the First Supplemental Purchase Agreement and the
   Preferred Stock and Warrant Purchase Agreement dated as of February 28,
   1997, as the same may be further supplemented, modified, amended or
   restated from time to time, collectively being called the "Purchase
   Agreement");

        WHEREAS, the Company and the Shareholder have entered into a
   Shareholder Agreement, dated as of February 28, 1997 (the "Original
   Shareholder Agreement"), with each Purchaser and F-Jotan and the First
   Supplemental Shareholder Agreement dated as of September 10, 1997 (the
   "First Supplemental Shareholder Agreement," together with the Original
   Shareholder Agreement and this Agreement the "Shareholder Agreement"), by
   and Company, Rice, F-Southland, FF-Southland and F-Jotan and each of the
   Shareholders who are signatories to the respective agreements; and

        WHEREAS, Rice is willing to purchase $250,000 (the "Purchase Price")
   of Series B Preferred Stock, to enable the Company to make certain
   payments to certain minority interests as more fully described in the
   Second Supplemental Purchase Agreement; and 

        WHEREAS, the parties hereto desire to amend and confirm portions of
   the Original Shareholder Agreement (as amended and confirmed hereby, this
   "Agreement").

        NOW, THEREFORE, in consideration of the foregoing, the mutual
   covenants contained in this Agreement, and other good and valuable
   consideration, the receipt and sufficiency of which are hereby
   acknowledged, the Purchaser, the Shareholder, and the Company, intending
   to be legally bound, agree as follows:

                                   Article I 
                                   Definitions

        All terms used in this Agreement will have the meanings ascribed to
   them in the Purchase Agreement unless otherwise specifically defined in
   this Agreement.

      For purposes of Articles II and VII of this Agreement only, the term
   "Holder" (as defined in the Purchase Agreement) shall also mean and
   include F-Jotan and the term "Registrable Securities" shall mean and
   include the Series A Preferred Stock and the Common Stock issuable upon
   conversion of the Series A Preferred Stock.

                                   Article II
                Waiver Certain Preemptive Rights of the Holders

        2.01 Preemptive Right Waiver.  The Company will not issue or sell any 
   New Securities without SECOND complying with this Article II of the 
   Original Shareholder Agreement; provided, however, that for purposes of 
   this Agreement and the Purchase Agreement, each such Holder hereby waives 
   its preemptive rights with respect to the issuance of the Second Supple-
   mental Preferred Shares. 

                                   Article III
        Confirmation and Incorporation of Original Shareholder Agreement

        3.01 Original Shareholder Agreement Provisions Incorporated into this
   Agreement.  Except as set forth above, all other provisions of the
   Original Shareholder Agreement are hereby confirmed as if incorporated
   herein at length herein with full application to the Second Supplemental
   Warrant and the Second Supplemental Preferred Shares (it being agreed that
   such securities shall treated in all respects as Capital Stock). 
   Accordingly, the Supplemental Preferred Shares shall be treated as if such
   securities were issued on the Original Closing Date and are Registrable
   Securities hereunder and under the Original Shareholder Agreement for all
   purposes.

                                   Article IV
                                   Conditions

        The obligations of each Purchaser to effect the transactions
   contemplated by this Agreement are subject to the following conditions:

        4.01 Purchase Agreement Conditions.  All of the conditions precedent
   to the obligations of the Purchaser under the Second Supplemental Purchase
   Agreement will have been satisfied in full or waived.

        4.02 Proceedings.  All proceedings taken in connection with the
   transactions contemplated by this Agreement, and all documents necessary
   to the consummation thereof, will be reasonably satisfactory in form and
   substance to each Purchaser and its counsel, and each Purchaser and its
   counsel will have received copies (executed or certified as may be
   appropriate) of all documents, instruments, and agreements that such
   Purchaser or its counsel may request in connection with the consummation
   of such transactions.

                                    Article V
                                  Miscellaneous

        5.01 Indemnification.  In addition to any other rights or remedies to
   which each Purchaser and the Holders may be entitled, the Company and the
   Shareholder (solely with respect to the representations and warranties
   made by him herein) severally but not jointly agree to and will indemnify
   and hold harmless each Purchaser, the Holders, and their Affiliates and
   their respective successors, assigns, officers, directors, managers,
   employees, attorneys, and agents (individually and collectively, an
   "Indemnified Party") from and against any and all losses, claims,
   obligations, liabilities, deficiencies, diminutions in value, penalties,
   causes of action, damages, out-of-pocket costs, including, without
   limitation, all such costs of directors of the Company incurred in
   performing duties or services for or on behalf of the Company, reasonable
   attorneys' fees, and expenses (including, without limitation, costs and
   expenses of investigation and defense, attorneys' fees and expenses)
   including, without limitation, those arising out of the contributory
   negligence of any Indemnified Party, that any Indemnified Party may
   suffer, incur, or be responsible for, arising or resulting from, to the
   extent applicable, any misrepresentation, breach of warranty, or
   nonfulfillment of any agreement made by or on the part of the Company or
   made by the Shareholder (solely with respect to the representations and
   warranties made by him herein) under this Agreement, the Purchase
   Agreement, or the other Purchase Documents, the Acquisition Agreement
   (each as defined in Section 11.1 of the Note Agreement together with all
   supplements and amendments to each such agreement or document as of the
   date hereof) or under any other agreement to which the Company or the
   Shareholder is a party in connection with the transactions contemplated by
   this transaction, or from any misrepresentation in or omission from any
   certificate or other instrument furnished or to be furnished by the
   Company to the Purchaser or the Holders under this Agreement.  The
   foregoing indemnification includes any such claims, actions, damages,
   costs and expenses incurred by reason of the contributory negligence of
   the Person to be indemnified, but excludes any of the same incurred by
   reason of such Person's gross negligence or willful misconduct and shall
   survive the expiration of this Agreement or the irrevocable sale by each
   Purchaser of its interests in, or the repayment of its loans to, the
   Company.

        5.02 Default.  It is agreed that a violation by any party of the
   terms of this Agreement cannot be adequately measured or compensated in
   money damages, and that any breach or threatened breach of this Agreement
   by a party to this Agreement would do irreparable injury to the
   nonbreaching party.  It is, therefore, agreed that in the event of any
   breach or threatened breach by a party to this Agreement of the terms and
   conditions set forth in this Agreement, the nondefaulting party will be
   entitled, in addition to any and all other rights and remedies that it may
   have in law or in equity, to apply for and obtain injunctive relief
   requiring the defaulting party to be restrained from any such breach, or
   threatened breach or to refrain from a continuation of any actual breach. 

        5.03 Integration.   The Shareholder Agreement, the Other Agreements,
   the First Supplemental Warrant (as defined in the First Supplemental
   Purchase Agreement ) and all other Warrants and the Purchase Agreement
   constitute the entire agreement among the parties with respect to the
   subject matter hereof and thereof and supersede all previous written, and
   all previous or contemporaneous oral, negotiations, understandings,
   arrangements, and agreements.  This Agreement may not be amended or
   supplemented except by a writing signed by Company, the Shareholder, and
   each Holder.

        5.04 Headings.  The headings in this Agreement are for convenience
   and reference only and are not part of the substance of this Agreement. 
   References in this Agreement to Sections and Articles are references to
   the Sections and Articles of this Agreement unless otherwise specified.

        5.05 Severability.  The parties to this Agreement expressly agree
   that it is not their intention to violate any public policy, statutory or
   common law rules, regulations, or decisions of any governmental or
   regulatory body.  If any provision of this Agreement is judicially or
   administratively interpreted or construed as being in violation of any
   such policy, rule, regulation, or decision, the provision, section,
   sentence, word, clause, or combination thereof causing such  violation
   will be inoperative (and in lieu thereof there will be inserted such
   provision, sentence, word, clause, or combination thereof as may be valid
   and consistent with the intent of the parties under this Agreement) and
   the remainder of this Agreement, as amended, will remain binding upon the
   parties to this Agreement, unless the inoperative provision would cause
   enforcement of the remainder of this Agreement to be inequitable under the
   circumstances.

        5.06 Notices.  Whenever it is provided herein that any notice,
   demand, request, consent, approval, declaration, or other communication be
   given to or served upon any of the parties by another, such notice,
   demand, request, consent, approval, declaration, or other communication
   will be in writing and will be deemed to have been validly served, given,
   or delivered (and "the date of such notice" or words of similar effect
   will mean the date) five (5) days after deposit in the United States
   mails, certified mail, return receipt requested, with proper postage
   prepaid, or upon receipt thereof with written acknowledgment of receipt
   (whether by non-certified mail, telecopy, telegram, express or hand
   delivery, or otherwise), whichever is earlier, and addressed to the party
   to be notified as follows:

        If to the Rice, at: Address of Rice beneath the name of Rice on the
                            signature pages of this Agreement

        with courtesy copies to: Patton Boggs, L.L.P.
                                 2200 Ross Avenue
                                 Suite 900
                                 Dallas, Texas  75201
                                 Attn: Larry A. Makel, Esq.
                                 Fax:  214-871-2688

        If to F-Jotan, at:  Address of F-Jotan beneath the name of F-Jotan on
                            the signature pages of this Agreement

        with courtesy copies to: The Southland Purchasers

        If to the Company, at:   Jotan, Inc.
                                 118 West Adams Street 
                                 Jacksonville, Florida  32202
                                 Attn:  President
                                 Fax:  (904) 353-0075

        with courtesy copies to: Wyrick, Robins, Yates & Ponton, L.L.P.
                                 4101 Lake Boone Trail, Suite 300
                                 Raleigh, North Carolina  27607-7506
                                 Attn:  James M. Yates, Jr.
                                 Fax:  (919) 781-4865

        If to the Shareholder, at:  Address of such Shareholder beneath the
                                    name of such Shareholder on the signature 
                                    pages of this Agreement

        If to the Southland
              Purchasers:           Address of such Southland Purchasers under
                                    their respective names on the signature 
                                    pages of this
                            Agreement

        with courtesy copies to:    F-Jotan

   or to such other address as each party may designate for itself by like
   notice.  Notice to any Holder other than the Purchaser will be delivered
   as set forth above to the address shown on the stock transfer books of the
   Company or the Warrant Register unless such Holder has advised the Company
   in writing of a different address to which notices are to be sent under
   this Agreement.

        Failure or delay in delivering the courtesy copies of any notice,
   demand, request, consent, approval, declaration, or other communication to
   the persons designated above to receive copies of the actual notice will
   in no way adversely affect the effectiveness of such notice, demand,
   request, consent, approval, declaration, or other communication.

        No notice, demand, request, consent, approval, declaration, or other
   communication will be deemed to have been given or received unless and
   until it sets forth all items of information required to be set forth
   therein pursuant to the terms of this Agreement.

        5.07 Successors.  This Agreement will be binding upon and inure to
   the benefit of the parties and their respective successors and permitted
   assigns; provided, however, that no sale, assignment or other transfer by
   any party to this Agreement of any of its Capital Stock or rights
   hereunder to another Person will be valid and effective unless and until
   the transferee or assignee SECOND agrees in writing to be bound by the
   terms and conditions of this Agreement and the Purchase Agreement, and the
   agreements and instruments related hereto and thereto, in a form and
   substance reasonably satisfactory to the Company.  
   
        5.08 Remedies.  The failure of any party to enforce any right or
   remedy under this agreement, or to enforce any such right or remedy
   promptly, will not constitute a waiver thereof, nor give rise to any
   estoppel against such party, nor excuse any other party from its
   obligations under this Agreement.  Any waiver of any such right or remedy
   by any party must be in writing and signed by the party against which such
   waiver is sought to be enforced.

        5.09 Survival.  All warranties, representations, and covenants made
   by any party in this Agreement or in any certificate or other instrument
   delivered by such party or on its behalf under this Agreement will be
   considered to have been relied upon by the party to which it is delivered
   and will survive the Closing Date, regardless of any investigation made by
   such party or on its behalf.  All statements in any such certificate or
   other instrument will constitute warranties and representations under this
   Agreement.

        5.10 Fees.  Any and all fees, costs, and expenses, of whatever kind
   and nature, including attorneys' fees and expenses, incurred by the
   Holders in connection with the defense or prosecution of any actions or
   proceedings arising out of or in connection with this Agreement will, to
   the extent provided in this Agreement, be borne and paid by the Company
   within ten (10) days of demand by the Holders.
    
        5.11 Counterparts.  This Agreement may be executed in any number of
   counterparts, which will individually and collectively constitute one
   agreement.

        5.12 Other Business.  It is understood and accepted that each
   Purchaser, the Holders, and their Affiliates have interests in other
   business ventures that may be in conflict with the activities of the
   Company and that nothing in this Agreement will limit the current or
   future business activities of such parties whether or not such activities
   are competitive with those of the Company.  The Company and the
   Shareholder agree that all business opportunities available to them in any
   field substantially related to the business of the Company will be pursued
   exclusively through the Company.

        5.13 Choice of Law.  THIS AGREEMENT WILL BE DEEMED TO HAVE BEEN MADE
   IN JACKSONVILLE, FLORIDA AND WILL BE INTERPRETED AND THE RIGHTS OF THE
   PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES
   APPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE OF FLORIDA
   APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED THEREIN
   WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW RULES THEREOF OR ANY OTHER
   PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY
   OTHER JURISDICTION. 

        5.14 Nominees for Beneficial Owners.  In the event that any
   Registrable Securities are held by a nominee for the beneficial owner of
   such Registrable Securities, the beneficial owner of Registrable
   Securities may, at its election, be treated as the Holder of such
   Registrable Securities for purposes of any request or other action by any
   Holder or Holders of Registrable Securities pursuant to this Agreement or
   any determination of any number or percentage of shares of Registrable
   Securities held by any Holder or Holders of Registrable Securities
   contemplated by this Agreement.  If the beneficial owner of any
   Registrable Securities so elects, the Company may require assurances
   reasonably satisfactory to it of such owner's beneficial ownership of such
   Registrable Securities.  In no event will a Holder be required to exercise
   its Warrant as a condition to the registration of such Warrant or
   Registrable Securities thereunder.

        5.15 Fiduciary Duties.  The Company acknowledges and agrees that, for
   so long as any Warrant is outstanding and regardless of whether the Holder
   has exercised any portion of this its Warrant, (a) the officers and
   directors of the Company will owe the same duties (fiduciary and
   otherwise) to the Holder as are owed to a stockholder of the Company and
   (b) the Holder will be entitled to all rights and remedies with respect to
   such duties or that are otherwise available to a stockholder of the
   Company under the Florida General Corporation Law, as amended from time to
   time.
    
        5.16 Duties Among Holders.  Each Holder agrees that no other Holder
   will by virtue of this Agreement be under any fiduciary or other duty to
   give or withhold any consent or approval under this Agreement or to take
   any other action or omit to take any action under this Agreement, and that
   each other Holder may act or refrain from acting under this Agreement as
   such other Holder may, in its discretion, elect.

        5.17 Confidentiality.  Each Holder agrees to keep confidential any
   information delivered by the Company to such Holder under this Agreement
   that the Company clearly indicates in writing to be confidential
   information; provided, however, that nothing in this Section 5.17 will
   prevent such Holder from disclosing such information (a) to any Affiliate
   of such Holder or any actual or potential purchaser, participant,
   assignee, or transferee of such Holder's rights or obligations hereunder
   that agrees to be bound by the terms of this Section 5.17, (b) upon order
   of any court or administrative agency, (c) upon the request or demand of
   any regulatory agency or authority having jurisdiction over such Holder,
   (d) that is in the public domain, (e) that has been obtained from any
   Person that is not a party to this Agreement or an Affiliate of any such
   party without breach by such Person of a confidentiality obligation known
   to such Holder, (f) in connection with the exercise of any remedy under
   this Agreement, or (g) to the certified public accountants for such
   Holder.  The Company agrees that such Holder will be presumed to have met
   its obligations under this Section 5.17 to the extent that it exercises
   the same degree of care with respect to information provided by the
   Company as it exercises with respect to its own information of similar
   character.

        5.18 Confirmation of Original Shareholder Agreement.   Except as
   amended and supplemented hereby, the Original Shareholder Agreement and
   the First Supplemental Shareholder Agreement shall remain in full force
   and effect, and, as so amended and supplemented, such agreements are
   hereby confirmed in their entirety.

        IN WITNESS WHEREOF, the parties have executed and delivered this
   Agreement as of the date SECOND above written.

                                    COMPANY:

                                    JOTAN, INC.


                                    BY:  /s/ Edward Lipscomb
                                         Edward Lipscomb
                                         Vice President and Chief Financial 
                                         Office

                                    118 West Adams Street
                                    Jacksonville, Florida  32201
                                    Attn:  President
                                    Fax:  (904) 343-0075



                                    RICE:

                                    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
                                                Name:   Jeffrey P. Sangalis
                                                Its:    Managing Director

                                      5847 San Felipe, Suite 4350
                                      Houston, Texas  77057
                                      Attn:  Jeffrey P. Sangalis
                                      Fax:  (713) 783-9750

                                    OWNED ON CLOSING DATE:

                                    None      Shares of Series A Convertible
                                              Preferred Stock

                                    40,000    Shares of Series B Preferred
                                              Stock

                                    13,125    Shares of First Supplemental
                                              Series B Preferred Stock

                                    1,250     Shares of Second Supplemented
                                              Series B Preferred Stock

                                    None      Shares of Common Stock

                                    2,515,203 Warrant A-1 Shares

                                    9,581,726 Warrant A-2 Shares

                                    3,620,473 First Supplemental Warrant
                                              A-2 Shares

                                    
                                    F-JOTAN, L.L.C.


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

                                           By:   Franklin Capital, L.L.C.,
                                                 its manager


                                           By:   /s/ James P. Lumsden
                                                James P. Lumsden,
                                                Manager
                                    
                                    702 Oberlin Road
                                    Suite 150
                                    Raleigh, North Carolina  27605
                                    Attn:  James D. Lumsden
                                    Facsimile:  (919) 743-2501

                                    OWNED ON CLOSING DATE:

                                    1,329,357   Shares of Series A 
                                                Convertible Preferred Stock

                                    None        Shares of Common Stock

                                    None        Other Equity Interests



                                    THE SOUTHLAND PURCHASERS:

                                    F-SOUTHLAND, L.L.C.


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

                                           By:   Franklin Capital, L.L.C,
                                                 its manager


                                           By:   /s/ James D. Lumsden
                                                James D. Lumsden,
                                                Manager

                                    702 Oberlin Road, Suite 150
                                    Raleigh, North Carolina  27605
                                    Attn:  James D. Lumsden
                                    Facsimile:  (919) 743-2501

                                    OWNED ON CLOSING DATE:

                                    None      Shares of Series A Convertible
                                              Preferred Stock

                                    5,000     Shares of Series B Redeemable
                                              Preferred Stock

                                    None      Shares of Common Stock

                                    359,315   Warrant B-1 Shares

                                    1,197,716 Warrant B-2 Shares




                                    FF-SOUTHLAND, L.P.

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

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

                                           By:  /s/ James D. Lumsden
                                                James D. Lumsden,
                                                Manager

                                    702 Oberlin Road, Suite 150
                                    Raleigh, North Carolina  27605
                                    Attn:  James D. Lumsden
                                    Facsimile:  (919) 743-2501

                                    OWNED ON CLOSING DATE:

                                    None      Shares of Series A Convertible
                                              Preferred Stock

                                    5,000     Shares of Series B Redeemable
                                              Preferred Stock

                                    None      Shares of Common Stock

                                    359,315   Warrant C-1 Shares

                                    1,197,716 Warrant C-2 Shares



                                    SHAREHOLDER:


                                    /s/ Shea E. Ralph
                                    Shea E. Ralph




                                    OWNED ON CLOSING DATE:

                                    950,000     Shares of Common Stock Owned
                                                on Closing Date

                                    33,000      Common Stock Options



   <PAGE>
   __________________________________________________________________________
   __________________________________________________________________________
 




                    SECOND SUPPLEMENTAL SHAREHOLDER AGREEMENT



                                   JOTAN, INC.
                                  the "Company"

           the Shareholders as set forth on the signature pages hereof
                                the "Shareholder"

                                       and

                              Rice Partners II, L.P.,
                                 the "Purchaser"

                                      and

                                 F-Jotan, and
                   F-Southland L.L.C. and FF-Southland, L.P.,






                                January 10, 1997


   __________________________________________________________________________
   __________________________________________________________________________