AMENDMENT NO. 1 TO THE SECOND RESTATED MANAGEMENT SERVICES AGREEMENT

         Amendment No. 1 (the "Amendment") to the Second Restated Management
Services Agreement, dated as of March 12, 1998, by and among Sweetheart
Holdings Inc., a Delaware corporation ("Holdings"), Sweetheart Cup Company
Inc., a Delaware corporation ("Cup" and together with Holdings, the "Company"),
American Industrial Partners Management Company, Inc., a Delaware corporation
("AIPM"), and SF Holdings Group, Inc., a Delaware corporation ("SF Holdings").

         WHEREAS, Holdings, Cup, AIPM and SF Holdings are parties to the Second
Restated Management Services Agreement, dated as of March 12, 1998 (the
"Management Agreement"); and

         WHEREAS, the parties hereto desire to extend the term of the
Management Agreement, subject to the terms and conditions set forth herein.

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

         1. Amendment.  Section 5 of the Management Agreement is
hereby amended by deleting the first sentence and replacing it
with the following sentence:

         Except as provided for herein, this Agreement shall be for an initial
         term commencing on the date first above written and ending on the
         tenth anniversary of the date first above written.

         2. Ratification.  Except as expressly amended and extended
hereby, the Management Agreement is ratified and affirmed and
shall remain in full force and effect in accordance with its
terms.

         3. Binding Effect; Assignability.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and
their successors and permitted assigns.

         4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether in the State of New York
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.








         5. Counterparts.  This Amendment may be executed in two or
more counterparts, each of which taken together shall constitute
a fully-executed original instrument.



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         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the day and year first above written.

                                        SWEETHEART HOLDINGS INC.


                                        By:/s/ Dan Carson
                                           ________________________
                                                 Name:  Dan Carson
                                                 Title: Vice President

                                        SWEETHEART CUP COMPANY INC.


                                        By:/s/ Dan Carson
                                           ________________________
                                                 Name:  Dan Carson
                                                 Title: Vice President

                                        AMERICAN INDUSTRIAL PARTNERS
                                        MANAGEMENT COMPANY, INC.


                                        By:/s/ Kenneth Pereiva
                                           ________________________
                                                 Name:  Kenneth Pereira
                                                 Title: Principal

                                        SF HOLDINGS GROUP, INC.


                                        By:/s/ Hans Heinsen
                                           ________________________
                                                 Name:  Hans Heinsen
                                                 Title: Chief Financial Officer


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