EMPLOYMENT AGREEMENT



        This Employment Agreement ("Agreement") is hereby entered into this
   2nd day of October, 1997, between Jotan, Inc., a Florida corporation
   ("Employer" or "Company"), and Edward Lipscomb, an individual residing in
   Monroe, LA ("Employee").

                                   WITNESSETH:

        Employer wishes to obtain or keep the services of Employee and
   Employee wishes to be employed by Employer upon the terms and conditions
   set forth herein.

        Now, therefore, in consideration of the premises and the mutual
   covenants and agreements herein contained, the parties hereto agree as
   follows:

        1.   Employment.  Employer hereby agrees to employ or continue to
   employ Employee and Employee agrees to serve Employer as an employee for
   the term of this Agreement and upon the terms and conditions herein set
   forth.

        2.   Responsibilities.  During the term of this Agreement Employee
   shall serve as a Vice President & Chief Financial Officer for the
   Employer's headquarters location or in such other position as Employer's
   Board of Directors or its designee shall determine.  Employee shall be
   responsible for such matters as the Board of Directors or its designee may
   from time to time determine and Employee's services shall be subject to
   the direction of such Board of Directors and its designees).

        Employee will devote Employee's full working time, attention and
   energy to the affairs of Employer or its subsidiaries, as directed by
   Employer's Board of Directors or its designee.  (As used herein, the term
   "subsidiary" shall mean any company 51% or more of whose outstanding stock
   is owned by another company and "wholly-owned subsidiary" shall mean any
   company 80% or more of whose outstanding stock is owned by another
   company.) Employee shall diligently and to the best of Employee's ability
   perform all duties incident to Employee's employment hereunder.  Employee
   shall use Employee's best efforts to promote the interests of Employer.

        3.   Compensation.  As compensation for Employee's services during
   the term of this Agreement, Employer shall pay Employee in accordance with
   the schedule attached hereto as Exhibit "A" and incorporated herein by
   reference.

        4.   Term.  This Agreement shall be effective as of October 1, 1997. 
   Subject to the provisions for termination as set forth in Section 5, the
   term of this Agreement shall be for five years; provided, that the term of
   this Agreement shall be automatically extended for successive one year
   terms thereafter so long as neither party hereto has given the other
   written notice of termination at least sixty days prior to the end of the
   original term or the end of any subsequent one-year term.

        5.   Termination.  In addition to termination pursuant to the
   provision of Section 4,  this Agreement will terminate (a) upon the death
   of Employee, (b) upon written notice of termination from Employer after
   Employee has been unable, due to a disability, to perform the essential
   functions of his position, with or without reasonable accommodation, for
   at least ninety (90) days in any twelve (12) month period, (c) upon thirty
   (30) days written notice by Employer that it is terminating Employee
   without cause, or (d) upon written notice by Employer that it is
   terminating Employee for Cause.

             5.1  "Cause," as used in this Section, shall be defined to
        include the following:

                  (a)  Employee commits or is convicted of a felonious
                       offense or a crime involving moral turpitude; or

                  (b)  Employee has dishonestly dealt with the assets or
                       business of Employer in a manner which has caused the
                       Employer material harm; or

                  (c)  Employee has misappropriated or disclosed to others in
                       competition with Employer any confidential information
                       of Employer, including trade secrets, customer lists,
                       plans, or other intellectual property interest of
                       Employer; or

                  (d)  Employee has used illegal drugs, has abused
                       prescription drugs, has been intoxicated by alcohol or
                       drugs - while working or representing Employer or has
                       been guilty of gross negligence or misconduct in the
                       execution of his duties for Employer which has caused
                       the Employer material harm; or

                  (e)  Employee fails to abide by reasonable rules of conduct
                       or policies promulgated by Employer governing conduct
                       of its Employees or Employee engages in any activity
                       or business relationship that conflicts with any
                       interest of Employer and as a result of either of
                       these two faults has caused the Employer material
                       harm; or

                  (f)  Employee has breached the terms of this Agreement or
                       has otherwise materially failed to perform his
                       obligations hereunder.

             5.2  If Employee is terminated with Cause, Employer shall be
        required to pay only Employee's compensation through the effective
        date of termination and Employer shall be entitled to relieve
        Employee of Employee's duties during any notice period prior to the
        effective date of termination.

             5.3  Employee may resign Employee's employment hereunder upon
        ninety (90) days written notice of his intent to resign; provided,
        however, that Employee agrees to remain employed pursuant to the
        terms of this Agreement for an additional period of up to ninety (90)
        days after the initial notice period at the request of Employer if
        Employer makes such request more than ten (10) days prior to the end
        of the initial notice period.  If Employee resigns, Employer shall be
        entitled to relieve Employee of Employee's duties during any portion,
        or all, of the notice period.

        6.   Non-Competition.

             6.1  The parties acknowledge:

                  (a)  that Employee's services under this Agreement will
                       require special expertise and talent in the Business
                       Activities (as defined below) and that Employee has
                       developed or will develop substantial contacts with
                       suppliers and industrial and commercial customers of
                       Employer and its subsidiaries;

                  (b)  that Employee will be well-compensated under this
                       Agreement for the expertise, knowledge and contacts
                       Employee has obtained and will obtain;

                  (c)  that pursuant to this Agreement, Employee will be
                       placed in a position of trust and responsibility and
                       he will have access to a substantial amount of
                       Confidential Information and Trade Secrets and that
                       Employer is placing Employee in such position and
                       giving Employee access to such information in reliance
                       upon Employee's not competing against Employer or its
                       subsidiaries, and not soliciting Employer's or its
                       subsidiaries, industrial and commercial customers
                       during the time periods set forth in this Agreement;

                  (d)  that due to Employee's special experience and talent,
                       the loss of Employee's services to Company under this
                       Agreement cannot reasonably or adequately be
                       compensated solely by damages in an action at law;

                  (e)  that Employee is or will be capable of competing with
                       and substantially harming Employer and its
                       subsidiaries and has or will have more than adequate
                       experience, customer contact, supplier contact, name
                       recognition and industry reputation to start and/or
                       sustain a competing business; and

                  (f)  that the terms of this Section 6 are necessary to
                       protect Employer's legitimate business interests and
                       confidential information and that Employee's
                       competition with Employer or its subsidiaries or other
                       violation of the covenants set forth below would cause
                       substantial and irreparable harm to Employer.

             6.2  For purposes of this Agreement, "Trade Secrets" shall mean
        all secret, proprietary or confidential information regarding
        Employer or its business, whether developed by Employee or otherwise,
        including any and all information not generally known to, or
        ascertainable by, persons not employed by Employer, the disclosure or
        knowledge of which would permit those persons to derive actual or
        potential economic value therefrom or to cause economic or financial
        harm to Employer.  "Trade Secrets" shall not include information that
        has become generally available to the public by the act of one who
        has the right to disclose such information without violating a legal
        right of Employer.

             6.3  For purposes of this Agreement, "Confidential Information"
        means information, other than Trade Secrets, which relates to
        Employer, Employer's business, or Employer's suppliers or customers
        that is not generally known by persons not employed by Employer and
        which Employee has learned as a consequence of Employee's
        relationship to Employer.  Such information includes, without
        limitation, financial information, strategic plans and forecasts,
        marketing plans and forecasts, customer lists, customer pricing and
        order data, supplier lists, or technical information relating to
        Employer's products or services.  Confidential Information shall not
        include information which has become generally available to the
        public by the act of one who has the right to disclose such
        information without violating a legal right of Employer.

             6.4  During the time that Employee is an employee of Employer,
        and for a period of one (1) year thereafter (regardless of whether
        Employee's employment terminates voluntarily or involuntarily or with
        or without cause), Employee shall not, directly or indirectly, seek
        or obtain a "Competitive Position" in the "Territory" with a
        "Competitor" of Employer.  For purposes of this Agreement, a
        "Competitor" of Employer is any entity, individual, partnership,
        joint venture, association, firm or corporation engaged, wholly or in
        part, in "Business Activities"; a "Competitive Position" is any
        employment with a "Competitor" of Employer in which Employee will use
        or is likely to use any Confidential Information or Trade Secrets (as
        those terms are defined above in this Agreement), or in which
        Employee has duties for such "Competitor" of Employer that relate to
        "Business Activities" and that are the same or similar to those
        actually performed by Employee for Employer; "Business Activities"
        shall mean the wholesale distribution and sale of packaging materials
        to industrial and commercial accounts and customers in the moving and
        storage industry, the air freight industry, the perishables
        transportation industry, and the perishable product industry; and
        "Territory" shall mean the geographic area consisting of the
        territory within two hundred and fifty (250) miles of each of the
        distribution centers operated by Employer.  Employee acknowledges and
        agrees that the foregoing Territory is reasonable because Employee
        has performed and/or will perform substantial work in connection with
        sales made, and Confidential Information and Trade Secrets relating
        to, all of the listed locations and the areas surrounding them.

             6.5  Notwithstanding anything contained herein, Employee may own
        up to 5% of the shares of a publicly-held corporation which competes
        with Employer or its subsidiaries, provided that none of Employee's
        other relationships with such corporation violate the terms of this
        Section 6.

             6.6  During the Term of this Agreement and for two (2) years
        thereafter, Employee shall not, on Employee's behalf or on behalf of
        others, use or disclose any Confidential Information or Trade Secrets
        except in the furtherance of the business of Employer.  Trade Secrets
        shall not lose the protection of this provision at the end of the
        two-year period.  Employee shall not use or disclose any Trade Secret
        at any time while the information remains a Trade Secret.  Nothing in
        this provision shall limit the protections available to Employer
        under any federal, state or local statute or legal principle
        governing confidential information or trade secrets.

             6.7  All records, files, software, memoranda, reports, price
        lists, customer lists, drawings, plans, sketches, documents,
        technical information, information on the use, development and
        integration of Employer products or materials, and the like (together
        with all copies of such documents and things) relating to the
        business of Employer, including any and all Trade Secrets and
        Confidential Information, which Employee shall use or prepare or come
        in contact with in the course of, or as a result of, his employment
        shall, as between the parties to this Agreement, remain the sole
        property of Employer and Employee hereby conveys such property to
        Employer.  Employee agrees that he shall return to Employer all such
        information and materials, including all copies thereof immediately
        upon the termination of his employment with Employer and, at the
        request of Employer, he shall cooperate with Employer to assign such
        information and materials to Employer and/or to register or obtain
        patent, trademark, service mark or copyright protection in favor of
        Employer with respect to all such information and materials.

             6.8  Notwithstanding anything else in this Agreement, the terms
        of this Section 6 shall survive the expiration or termination of
        Employee's employment or of this Agreement.  In addition to any other
        remedies available to Employer, if Employee violates any portion of
        this Section 6, he shall forfeit and return all severance due to him,
        or already paid to him pursuant to this Agreement or any other
        agreement.  

        Employee acknowledges that this agreement not to compete with
   Employer and its subsidiaries is necessarily of a special, unique and
   extraordinary nature, and that the loss arising from a breach thereof
   cannot reasonably be compensated by money damages and will cause Employer
   and its subsidiaries irreparable harm.  Accordingly, upon the failure of
   Employee to comply with the terms of this Section 6 at any time, Employer
   and its subsidiaries shall be entitled to injunctive and other
   extraordinary relief in case of such breach, such injunctive or other
   extraordinary relief to be cumulative to, but not in limitation of, any
   other remedies to which Employer or its subsidiaries may be entitled. 

        Employer and Employee intend that Employer have the broadest possible
   protection from unfair competition by Employee with Employer and its
   subsidiaries, consistent with public policy.  Accordingly, should any
   court of competent jurisdiction determine that, consistent with the
   established precedent of the forum state, the public policy of such state
   requires a more limited restriction in duration, geographic area, nature
   of restricted activity, or any combination thereof, it would be in
   furtherance of the intentions of the parties hereto for the court to so
   interpret and construe the terms of this Agreement to apply to only such
   more limited restrictions to an appropriate degree.

        7.   Transfer.  This Agreement and all rights and obligations
   hereunder are personal to Employer and may not be assigned, transferred,
   alienated or hypothecated by Employee without the express written consent
   of the Employer.

        8.   Miscellaneous.

             8.1  Amendment.  This Agreement shall not be amended except by a
        written agreement signed and delivered by the parties hereto.

             8.2  Governing Law.  The interpretation and construction of this
        Agreement shall be governed by the laws of the State of Florida.

             8.3  Notices.  All notices and communications given pursuant
        hereto shall be in writing and shall be deemed to have been duly
        given if mailed by registered mail, return receipt requested:

                  (a)  if to Employer:
                       Jotan, Inc.
                       118 West Adams St.
                       Jacksonville, Florida 32202
                       Attention:     President

                  (b)  if to Employee:
                       _______________________________________
                       _______________________________________
                       _______________________________________

        Either party may change the address to which such notices and
   communications shall be sent by written notice to the other party.

             8.4  Scope.  This Agreement constitutes the entire understanding
        of Employee with respect to Employer and supersedes all agreements or
        understandings previously made between the parties hereto relating to
        this subject matter.

             8.5  Gender.  Pronouns of any gender used herein shall include
        the other gender and the neuter, and the singular and the plural
        shall each include the other.

             8.6  Change of Control.  This agreement will be binding on any
        successor(s) to the Employer.

             8.7  In the event of a Change of Control, where a simple
        majority of the outstanding common shares of the Company is owned by
        individuals or institutions who are not now owners of at least twenty
        (20) percent of said shares, the Employee will have all earned and
        awarded unvested stock options to purchase capital stock of the
        Company then held by the Employee become immediately vested and
        exercisable upon his voluntary or involuntary termination.

        IN WITNESS WHEREOF, the parties hereby have executed this Agreement
   as to the day and year first above written.

                                      EMPLOYER:
                                      JOTAN, INC.

                                      BY:_____________________________________
                                      Title:__________________________________

                                      EMPLOYEE:

                                                                       
   <PAGE>
                                  EXHIBIT A

                                  JOTAN, INC.  
                              118 W. Adams Street  
                             Jacksonville, FL 32202

                                                           September 19, 1997

   Mr. Edward L. Lipscomb  
   212 E. Frenchman's Bend Road  
   Monroe, LA 71203

   Dear Ed:

   This letter will confirm our offer to you as Vice President & Chief
   Financial Officer including the following terms.

   Salary:        $120,000 annually, with annual reviews.
   Bonus:         30% of annual salary at target (potential to exceed this
                  amount).
                  Guaranteed minimum bonus of 15% of salary for the first
                  twelve months.
   Stock Options: 150,000 possible over five periods (30,000 possible
                  annually.)
                  Each period you will have the right to earn up to 30,000
                  options.  You will receive 40% for remaining a full-time
                  employee and up to 60% for meeting specific goals.
                  The first period would be your date of employment until
                  12/31/97.  The other four periods would be the four
                  calendar years 1998 - 2001.  Options awarded would vest
                  equally over a four-year period.  The strike price for all
                  options would be the average trading price on your first
                  day of employment.
   Vacation:      4 weeks
   Relocation:    Normal and customary expenses for moving, house
                  hunting trips, and real estate fee for selling
                  existing residence.
   Severance:     You will be asked to sign a five-year employment
                  agreement containing a non-compete agreement.  In
                  return, you will receive a severance agreement which
                  will provide you with severance equal to one year's
                  salary if you are terminated not-for-cause during the
                  contract period.  A copy of this agreement is
                  attached.
   Benefits:      Standard company benefits including our 401(k) plan with a
                  50% match beginning after you have been an employee over
                  six months.

   This offer is based on the assumption that you will begin employment no
   later than October 1, 1997.

   If this offer is satisfactory to you please sign it and fax it back to me
   at 904-355-4849.

   I look forward to working with you.

                                      Sincerely,

                                      /s/ William H. Ames

                                      William H. Ames  
                                      President




   ACCEPTED                                               


   (Ed Lipscomb)                           (Date)