EMPLOYMENT AGREEMENT


        This Employment Agreement is entered into as of the 22nd day of
   November, 1996, (the "Effective Date") between JOTAN, INC., a Florida
   corporation, including its successors, assigns, and affiliated companies
   (the "Company"), and Shea E. Ralph ("Employee").

        Section 1.     Employment.  The Company hereby agrees to employ
   Employee and Employee hereby agrees to remain in the employ of the
   Company, for a three (3) year period commencing on the Effective Date (the
   "Employment Period").

        Section 2.     Position and Duties.

             (a)  The Board of Directors of the Company has appointed
   Employee as President and Chief Executive Officer of the Company.

             (b)  During the Employment Period, Employee shall report to the
   Board of Directors of the Company.  Employee's services will be performed
   at the location designated by the Board of Directors.

             (c)  The duties of Employee shall be those assigned to Employee
   by the Board of Directors of the Company.  Employee acknowledges that his
   duties may vary from time to time and he further acknowledges that the
   Company retains the flexibility to assign various types of duties to
   Employee.  Employee does not have the authority to enter into any
   contracts on behalf of the Company or set salaries for any corporate
   employee without the prior approval of the Board of Directors.

             (d)  Excluding periods of vacation and sick leave to which
   Employee is entitled as set forth in Section 3(d) hereof, Employee agrees
   that during the Employment Period he shall devote his full business time
   to his responsibilities as described herein and shall perform such
   responsibilities faithfully and efficiently and to the best of his
   abilities.  Employee will not work as an employee of any other person,
   business, or entity, including self-employment, while in the employment of
   the Company, without prior written permission from the Company.  
   Notwithstanding the foregoing, Employee may serve on corporate, civic or
   charitable boards or committees so long as such activities do not
   materially interfere with the performance of Employee's duties and
   responsibilities for the Company.

             (e)  The Company shall reimburse Employee for reasonable travel,
   lodging, entertainment and other business expenses incurred by him in

   connection with the Company's business, and Employee shall keep such
   receipts and maintain such records as required by Company policy.

        Section 3.     Compensation.  During the Employment Period, Employee
   shall receive the following compensation and benefits:  

             (a)  Salary.

                  (i)  Employee shall receive a salary of Eighty-five
                       Thousand Dollars ($85,000.00) per annum ("Base
                       Salary").  Employee's Base Salary shall be reviewed
                       annually and may be adjusted, in the sole discretion
                       of the Company, to reflect cost of living or the
                       achievement of annual performance goals set by the
                       Board of Directors or Compensation Committee of the
                       Company.

                 (ii)  If Employee achieves the performance goals referred to
                       in clause (i) above, and Employee is then employed by
                       the Company, then once per year, within forty-five
                       (45) days of satisfying such goals as determined by
                       the Board of Directors or Compensation Committee of
                       the Company, Employee shall be entitled to receive
                       such cash bonuses and stock options and/or other
                       awards as determined by the Board of Directors or
                       Compensation Committee of the Company.

                (iii)  Any salary payable to Employee shall be paid bi-
                       monthly, in arrears, by Company check.

             (b)  Life Insurance.  The Company shall use reasonable efforts
   to secure one or more policies of standard term life insurance on the life
   of Employee from a "AAA" rated provider providing, in the aggregate, a
   face amount of not less than $500,000 in the event of Employee's death
   during the Employment Period (with a provision for double indemnity in the
   case of accidental death) (the "Death Benefit") payable to a beneficiary
   chosen by Employee and to maintain such policy or policies in effect
   throughout the Employment Period, and to assign such policy to or pursuant
   to the directions of Employee at the termination of Employee's employment;
   provided, however, that the Company shall be required to secure and pay
   for such policy or policies only if the same is commercially available to
   the Company at a cost and pursuant to such terms and conditions as are
   acceptable to the Company.  The life insurance benefit provided pursuant
   to this Section 3(b) shall be integrated with the Company's normal life
   insurance benefit program so that upon the death of Employee during the
   Employment Period in no event shall the Employee's beneficiary be entitled
   to receive an amount in excess of the Death Benefit.

             (c)  Disability and Health Insurance.  The Company shall provide
   Employee with disability and health insurance in accordance with Company
   policy.

             (d)  Vacation and Sick Leave.  Employee shall be entitled to
   vacation and sick leave in accordance with Company policy.  

        Section 4.     Termination.

             (a)  This Agreement may be terminated with 30-days' prior
   written notice by the Company only for cause.  The term "cause" means (i)
   the willful and continued failure of Employee substantially to perform his
   duties with the Company after a demand for substantial performance is
   communicated to him by the Board of Directors which identifies the manner
   in which the Board believes he has not substantially performed his duties,
   (ii) willful misconduct materially and demonstrably injurious to the
   Company, or (iii) any act of fraud, misappropriation, dishonesty,
   embezzlement or similar conduct against the Company or any affiliate, or
   conviction of Employee for a felony or any crime involving moral turpitude
   (which conviction, due to the passage of time or otherwise, is not subject
   to further appeal).  An act or failure to act by Employee shall be
   considered willful if such act or failure to act was not in good faith or
   such act or failure to act was without reasonable belief that it was in
   the best interests of the Company.  Upon termination for cause, Employee
   shall not be entitled to any payments or other rights under this
   Agreement.

             (b)  If Employee is terminated by the Company for any reason
   other than cause as defined above, in addition to any other rights and
   remedies Employee may have under this Agreement or otherwise, all earned
   and awarded and unvested options to purchase capital stock of the Company
   then held by Employee shall become immediately vested and exercisable.  In
   addition, the Company shall be obligated to continue to pay Employee's
   salary as set forth in Section 3(a) above for the remainder of the
   Employment Period.

             (c)  Upon termination of Employee's employment for cause,
   Employee shall resign from the Board of Directors of the Company if he is
   then a director, and from the Board of Directors of any affiliates of the
   Company of which he is then a director.  Such resignation shall be
   effective no later than the effective date of termination of his
   employment.

             (d)  This Agreement shall terminate upon death of Employee and
   all payments due under this Agreement shall cease at such time.

        Section 5.  Confidentiality and Trade Secrets.  Employee's work for
   the Company will involve confidential information and/or trade secrets of
   the Company, including matters of a technical nature, such as scientific,
   trade and engineering secrets, formulae, processes, machines, inventions,
   and research projects; matters of business nature, such as information
   about costs, profits, markets, sales, lists of customers and vendors,
   databases, computer programs, and models; and other information of a
   similar nature, including plans for future products and services. 
   Employee agrees to keep secret all confidential information and trade
   secrets of the Company and agrees not to disclose, either directly or
   indirectly, such information to anyone outside the Company, during or
   after Employee's employment with the Company except upon written consent
   of the Board of Directors.  Employee shall keep such matters confidential
   after leaving the employment of the Company, regardless of the reason for
   the separation of employment.

        Section 6.  Agreement Not to Compete.

             (a)  Employee covenants and agrees that during his employment
   with the Company and (a) for a period of two (2) years following the
   termination of this Agreement if terminated by the Company for cause or if
   terminated by Employee or (b) for a period of six (6) months following
   termination of the payment of salary due under Section 4(b) of this
   Agreement if terminated by the Company other than for cause, or for such
   foregoing period as applicable following the Company obtaining injunctive
   relief to prevent Employee's violation of this covenant, Employee shall
   not, either directly or indirectly, engage in the following activities, or
   assist others in such activities in any location where the Company
   conducts its business at the time of the termination of Employee's
   employment with the Company:

                  (i)  Hiring, recruiting, or attempting to recruit for any
                       person or business entity which is a competitor, or a
                       Related Entity (as hereafter defined) of such
                       competitor, with the Company, any person employed by
                       the Company; or

                 (ii)  Soliciting any business for a competitor, or a Related
                       Entity of such competitor, from any of the Company's
                       current or prospective customers, a prospective
                       customer being defined as a person or entity the
                       Company has actively solicited, planned to solicit (as
                       known to Employee), or provided services to during the
                       twelve (12) months prior to termination of the
                       Employee's employment with the Company.

             (b)  Employee acknowledges that the Company does business
   distributing corrugated boxes and packaging products in various locations
   in the United States and that, with respect to such business, the Company
   engages in active and substantial competition.  For purposes of this
   Agreement, the term "Related Entity" means any corporation, partnership or
   other business entity:

                  (i)  controlling, controlled by, or under common control or
                       ownership with a competitor of the Company's business;
                       or

                 (ii)  in which a competitor of the Company's business has
                       substantial equity interest.

             (c)  Employee will provide the Company with such information as
   the Company may from time to time request to determine Employee's
   compliance with the terms of this Agreement.  Employee authorizes the
   Company to contact Employee's future employers and other entities with
   whom Employee has any sort of business relationship to determine
   Employee's compliance with this Agreement or to communicate the contents
   of this Agreement to such employers and entities.

             (d)  Employee acknowledges that the restrictions set forth in
   this Section 6 are necessary to prevent the use and disclosure of the
   Company's confidential information as described in Section 5 and to
   otherwise protect the legitimate business interests of the Company. 
   Employee further acknowledges that if Employee's employment with the
   Company terminates  for any reason, he will be able to earn a livelihood
   without violating the foregoing restrictions and that Employee's ability
   to earn a livelihood without violating such restrictions is a material
   condition to Employee's employment or continued employment with the
   Company.  Employee agrees that this covenant is reasonable and shall apply
   both during the term of Employee's employment under this Agreement and
   there as described above, regardless of how said employment is terminated.

        Section 7.     Remedies.

             (a)  The Company and Employee agree that irreparable injury
   would result from any breach by Employee of the provisions in this
   Agreement, specifically including the Agreement Not To Compete set forth
   in Section 6, and that monetary damages would not provide adequate relief
   for any such breach.  Accordingly, in addition to other remedies which may
   be available to the Company, if Employee breaches Section 6 of this
   Agreement, Employee agrees that injunctive relief in favor of the Company
   is proper and that an injunction restraining Employee from violating the
   terms of the Agreement Not To Compete Section will not be contrary to the
   public health, safety or welfare.  Further, Employee acknowledges that the
   covenants contained in the Agreement Not To Compete Section are
   reasonable, and Employee agrees that neither he nor any other person on
   his behalf shall contest any injunctive relief sought or obtained by the
   Company to enforce such covenants.

             (b)  If a court of competent jurisdiction determines that any of
   the restrictions in this Agreement are overbroad or unreasonable, Employee
   agrees to modification of the affected restriction(s) to permit
   enforcement to the maximum extent allowed by law.

             (c)  With the exception of the availability of injunctive relief
   with respect to the Agreement Not to Compete set forth in Section 6, in
   the event that the parties are unable to resolve a dispute, including but
   not limited to a dispute relating to a conflict-of-interest issue, both
   parties agree to binding arbitration to resolve the dispute, with each
   party designating one arbitrator and the two designated arbitrators
   choosing a neutral third arbitrator whose name appears on the list of
   neutral arbitrators maintained by the American Arbitration Association. 
   Each party shall designate its arbitrator within twenty (20) days of
   written notice being given by either party and the third arbitrator shall
   be designated within ten (10) days of the designation of the two parties'
   arbitrators.  If feasible, the arbitration shall be completed within
   thirty (30) days of designation of the arbitrators.  Arbitration fees
   shall be paid jointly by the parties.  If a party fails to comply with
   provisions of this paragraph, the other party may seek and obtain
   injunctive relief or any appropriate decree of specific performance
   against the breach of this paragraph, and the party which failed to comply
   with the paragraph shall reimburse the other party for any costs
   associated with enforcing this paragraph.

        Section 8.  Notices.  Any notices, requests, demands and other
   communications provided for by this Agreement shall be in writing and
   personally delivered by hand or sent by registered or certified mail, if
   to Employee, to him at the last address he has filed in writing with the
   Company or, if to the Company, to its corporate secretary at its principal
   executive offices.

        Section 9.  Non-Alienation.  Employee shall not have any right to
   pledge, hypothecate, anticipate, or in any way create a lien upon any
   amounts provided under this Agreement, and no payments or benefits due
   hereunder shall be assignable in anticipation of payment either by
   voluntary or involuntary acts or by operation of law.  So long as Employee
   lives, no person,  other than the parties hereto, shall have any rights
   under or interest in this Agreement or the subject matter hereof.

        Section 10.    Entire Agreement; Amendment.  This Agreement
   constitutes the entire agreement of the parties in respect to the subject
   matter hereof, and supersedes that certain Agreement between Employee and
   the Company dated ___________.  No provision of this Agreement may be
   amended, waived or discharged except by the mutual written agreement of
   the parties.  The consent of any other person to any such amendment,
   waiver or discharge shall not be required.

        Section 11.    Successors and Assigns.  This Agreement shall be
   binding upon and inure to the benefit of the Company, its successors or
   assigns, by operation of law or otherwise, including without limitation
   any corporation or other entity or person which shall succeed (whether
   directly or indirectly, by purchase, merger, consolidation, or otherwise)
   to all or substantially all of the business and/or assets of the Company. 
   Except as otherwise provided herein, this Agreement shall be binding upon
   and inure to the benefit of Employee and his legal representatives, heirs,
   and assigns.

        Section 12.    Withholding of Taxes.  The Company may withhold from
   any benefits payable under this Agreement all federal, state, city or
   other taxes as shall be required pursuant to any law or governmental
   regulation or ruling.

        Section 13.    Governing Law.  The validity, interpretation, and
   enforcement of this Agreement shall be governed by the laws of the State
   of Florida.

        Section 14.    Severability.  In the event that any provision or
   portion of this Agreement shall be determined to be invalid or
   unenforceable for any reason, the remaining provisions of this Agreement
   shall be unaffected thereby and shall remain in full force and effect.

        Section 15.    Miscellaneous.  This Agreement may be executed in one
   or more counterparts, each of which shall be deemed to be an original but
   all of which together constitute one and the same instrument.  The parties
   have read and fully understand the meaning of this Agreement, have had an
   opportunity to consider its provisions, and are in full agreement with all
   of the provisions.  

        IN WITNESS WHEREOF, Employee has hereunto set his hand and, pursuant
   to the authorization from its Board of Directors, the Company has caused
   these presents to be executed in its name on its behalf, and its corporate
   seal to be hereunto affixed and attested by its Secretary or Assistant
   Secretary, all as of the day and year first shown above written.


   ATTEST:                                    JOTAN, INC.



   By: /s/ David Freedman                     By:  /s/ Shea Ralph
       David Freedman                              Shea Ralph




                                              /s/ Shea Ralph
                                              Employee