SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 FORM 8-K             

             Current Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 13, 1998 
(November 1, 1998)
                        GREIF BROS. CORPORATION
          (Exact name of registrant as specified in its charter)

 Delaware                          1-566           31-4388903
 (State or other jurisdiction of   (Commission     (IRS Employer
 incorporation)                    File Number)    Identification No.)

       425 Winter Road, Delaware, Ohio             43015
   (Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code:  (740) 549-6000

                             Not Applicable
    (Former name or former address, if changed since last report)


Item 2.		Acquisition or Disposition of Assets.

	On November 1, 1998, Greif Bros. Corporation, a Delaware 
corporation ("Greif"), CorrChoice, Inc., an Ohio corporation 
("CorrChoice"), Geoffrey A. Jollay and R. Dean Jollay, Jr. (the 
"Jollays"), and John J. McLaughlin ("Mr. McLaughlin") entered 
into a Joint Venture Agreement dated November 1, 1998 (the 
"Joint Venture Agreement").  The Joint Venture Agreement 
provides for the consolidation of the business operations of 
Michigan Packaging Company, a Delaware corporation ("MPC"), and 
Ohio Packaging Corporation, an Ohio corporation ("OPC"), under 
CorrChoice.

	Prior to the joint venture transaction, Greif owned all of 
the issued and outstanding capital stock of MPC.  Greif also 
owned all of the issued and outstanding Class B nonvoting common 
shares of OPC.

	Prior to the joint venture transaction, the Jollays owned 
all of the issued and outstanding capital stock of RDJ Holdings 
Inc., an Ohio corporation ("RDJ Holdings"), which in turn owned 
all of the issued and outstanding Class A voting common shares 
of OPC. OPC and Mr. McLaughlin owned 80% and 20%, respectively, 
of the issued and outstanding capital stock of Combined 
Containerboard Inc., a Delaware corporation ("CCI").

	Pursuant to the terms of the Joint Venture Agreement, Greif 
contributed all of its stock in MPC and OPC in exchange for 
receiving a 63.24% ownership interest in CorrChoice, the Jollays 
contributed all of their stock in RDJ Holdings in exchange for 
each receiving a 17.33% ownership interest in CorrChoice, and 
Mr. McLaughlin contributed all of his stock in CCI in exchange 
for receiving a 2.1% ownership interest in CorrChoice.  The 
ownership percentages of Greif, the Jollays, and Mr. McLaughlin 
in CorrChoice were determined by an appraisal of OPC and MPC 
performed by an independent third party.

 Prior to the joint venture transaction, OPC manufactured 
corrugated sheets for sale to producers of corrugated boxes and 
operated, directly and through its subsidiaries, sheet feeder 
plants in Massillon, Ohio, Cincinnati, Ohio, and Louisville, 
Kentucky, and MPC manufactured corrugated sheets for sale to 
producers of corrugated boxes and operates sheet feeder plants 
in Mason, Michigan, Grand Rapids, Michigan, and Concord, North 
Carolina.  After the consummation of the joint venture 
transaction, CorrChoice intends to continue to manufacture 
corrugated sheets for sale to producers of corrugated boxes and 
to operate the sheet feeder plants formerly operated by OPC and 
MPC.  In addition, CorrChoice anticipates that another sheet 
feeder operation, Heritage Packaging Corporation, will soon open 
in the Atlanta, Georgia area.

	Except as described above, prior to the joint venture 
transaction, there was no material relationship between the 
Jollays, RDJ Holdings, or Mr. McLaughlin and Greif, any of 
Greif's affiliates, any director or officer of Greif, or any 
associate of any such officer or director.

	The description contained herein of the Joint Venture 
Agreement is qualified in its entirety by reference to the Joint 
Venture Agreement, which is attached hereto as Exhibit 2 and 
incorporated herein by reference.

	This joint venture transaction was previously publicly 
announced by Greif, and a copy of the press release issued by 
Greif on November 3, 1998, is included with the Form 8-K as 
Exhibit 99.

Item 7.		Financial Statements and Exhibits.

  (a) Financial Statements of Businesses Acquired.
 
      No financial statements are required to be filed.

  (b)	Pro Forma Financial Information.

      No pro forma financial information is required to
      be filed.

  (c)	Exhibits.

      The following documents related to the
      CorrChoice joint venture transaction are being 
      filed as exhibits to this Form 8-K:

      Exhibit No.         Description of Exhibit

          2            Joint Venture Agreement dated as of
                       November 1, 1998, among CorrChoice,
                       Inc., an Ohio corporation, Greif Bros.
                       Corporation, a Delaware corporation,
                       Geoffrey A. Jollay and R. Dean Jollay,
                       Jr., and John J. McLaughlin.

         99            Press release issued by Greif Bros.
                       Corporation on November 3, 1998.

                       Schedules and exhibits to the Joint Venture 
                       Agreement have not been filed because Greif does 
                       not believe that they contain information 
                       material to an investment decision which is not 
                       otherwise disclosed in the Joint Venture 
                       Agreement.  A list has been attached to the Joint 
                       Venture Agreement briefly identifying the 
                       contents of the omitted schedules and exhibits.  
                       Greif hereby agrees to furnish supplementally a 
                       copy of any omitted schedule or exhibit to the 
                       Securities and Exchange Commission upon its 
                       request.


                              SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act 
of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.

                               GREIF BROS. CORPORATION


Date: November 13, 1998        By /s/ Michael J. Gasser
                               Michael J. Gasser
                               Chairman and Chief Executive Officer
 

                            EXHIBIT INDEX

Exhibit No.		                      Description of Exhibit

   2	                Joint Venture Agreement dated as of November 1, 1998, 
                     among CorrChoice, Inc., an Ohio corporation, Greif 
                     Bros. Corporation, a Delaware corporation, Geoffrey A. 
                     Jollay and R. Dean Jollay, Jr., and John J. 
                     McLaughlin.

  99	                Press release issued by Greif Bros. Corporation on 
                     November 3, 1998


                                                             EXHIBIT 2











                            JOINT VENTURE AGREEMENT

                                    AMONG

                               CORRCHOICE, INC.,

                            GREIF BROS. CORPORATION,

                              GEOFFREY A. JOLLAY,

                              R. DEAN JOLLAY, JR.,

                                     AND

                              JOHN J. MCLAUGHLIN



                               NOVEMBER 1, 1998


                               TABLE OF CONTENTS
                                                                      Page
Background Information                                                   1
Statement of Agreement                                                   2
Article I    Definitions                                                 2
Section 1.1  Definitions                                                 2
Article II   Contribution of Stock; Corporate Restructuring              3
Section 2.1  Contribution of Greif                                       3
Section 2.2  Contribution of the Jollays                                 3
Section 2.3  Contribution of Mr. McLaughlin                              3
Section 2.4  Reserved                                                    3
Article III  Representations of Jollays                                  3
Section 3.1  Organization and Standing                                   3
Section 3.2  Capitalization and Security Holders                         4
Section 3.3  Subsidiaries                                                5
Section 3.4  Business of RDJ Holdings                                    5
Section 3.5  Business of OPC and OPC Subsidiaries                        5
Section 3.6  Power and Authority; Capacity                               6
Section 3.7  Consents and Approvals; No Conflict or Default              6
Section 3.8  Financial Statements                                        6
Section 3.9  Undisclosed Liabilities                                     6
Section 3.10 Absence of Certain Changes                                  7
Section 3.11 Taxes                                                       7
Section 3.12 Compliance with Law                                         8
Section 3.13 Proprietary Rights                                          9
Section 3.14 Reserved                                                    9
Section 3.15 Insurance                                                   9
Section 3.16 Reserved                                                    9
Section 3.17 Title to of Properties                                      9
Section 3.18 Brokers, Finders                                            9
Section 3.19 Legal Proceedings and Claims                                9
Section 3.20 ERISA                                                      10
Section 3.21 Contracts                                                  13
Section 3.22 OPC Receivables                                            13
Section 3.23 Reserved                                                   13
Section 3.24 Books of Account; Records                                  13
Section 3.25 Reserved                                                   13
Section 3.26 Reserved                                                   13
Section 3.27 Reserved                                                   13
Section 3.28 Reserved                                                   14
Section 3.29 Investment Intent                                          14
Section 3.30 Complete Disclosure                                        14
Article IV   Representations of Greif                                   15
Section 4.1  Organization and Standing                                  15
Section 4.2  Capitalization and Security Holders                        15
Section 4.3  Subsidiaries                                               16
Section 4.4  Business of MPC                                            16
Section 4.5  Power and Authority; Capacity                              16
Section 4.6  Consents and Approvals; No Conflict or Default             16
Section 4.7  Financial Statements                                       16
Section 4.8  Undisclosed Liabilities                                    17
Section 4.9  Absence of Certain Changes                                 17
Section 4.10 Taxes                                                      18
Section 4.11 Compliance with Law                                        18
Section 4.12 Proprietary Rights                                         19
Section 4.13 Reserved                                                   19
Section 4.14 Insurance                                                  19
Section 4.15 Reserved                                                   19
Section 4.16 Title to Properties                                        19
Section 4.17 Brokers, Finders                                           19
Section 4.18 Legal Proceedings and Claims                               19
Section 4.19 ERISA                                                      20
Section 4.20 Contracts                                                  22
Section 4.21 MPC Receivables                                            23
Section 4.22 Reserved                                                   23
Section 4.23 Books of Account; Records                                  23
Section 4.24 Reserved                                                   23
Section 4.25 Reserved                                                   23
Section 4.26 Reserved                                                   23
Section 4.27 Reserved                                                   23
Section 4.28 Investment Intent                                          23
Section 4.29 Complete Disclosure                                        24
Article V    Representations of Mr. McLaughlin                          24
Section 5.1  Stock Ownership; No Liens                                  24
Section 5.2  Power and Authority; Capacity                              24
Section 5.3  Consents and Approvals; No Conflict or Default             25
Section 5.4  Reserved                                                   25
Section 5.5  Brokers, Finders                                           25
Section 5.6  Legal Proceedings and Claims                               25
Section 5.7  Reserved                                                   25
Section 5.8  CCI Matters                                                25
Section 5.9  Investment Intent                                          25
Section 5.10 Complete Disclosure                                        26
Article VI   Reserved                                                   26
Article VII  Closing                                                    26
Section 7.1  The Closing                                                26
Section 7.2  Deliveries of Greif at Closing                             26
Section 7.3  Deliveries of the Jollays at Closing                       27
Section 7.4  Deliveries of Mr. McLaughlin at Closing                    29
Section 7.5  Deliveries of the Company at Closing                       29
Article VIII Covenants of the Parties                                   30
Section 8.1  Mutual Covenants                                           30
Section 8.2  Covenants of Greif                                         31
Section 8.3  Covenants of the Jollays                                   31
Article IX   Remedies; Post-Closing Share Adjustments                   32
Section 9.1  Survival of Representations                                32
Section 9.2  Exclusive Remedy                                           32
Section 9.3  Resolution Procedures                                      33
Section 9.4  Departing Shareholder                                      35
Section 9.5  Specific Performance                                       36
Article X    Reserved                                                   36
Article XI   Miscellaneous                                              36
Section 11.1 Notices                                                    37
Section 11.2 Non-Waiver                                                 38
Section 11.3 Genders and Numbers                                        38
Section 11.4 Headings                                                   38
Section 11.5 Counterparts                                               38
Section 11.6 Entire Agreement                                           38
Section 11.7 Amendment                                                  39
Section 11.8 No Third Party Beneficiaries                               39
Section 11.9 Governing Law                                              39
Section 11.10 Successors; Assignment                                    39
Section 11.11 Expenses                                                  39
Section 11.12 Announcements                                             39
Section 11.13 Severability                                              40

ANNEX A-Index of Defined Terms

EXHIBIT A-Shareholders Voting Agreement
EXHIBIT B-Greif/Jollays Buy-Sell Agreement
EXHIBIT C-Greif/McLaughlin Buy-Sell Agreement
EXHIBIT D-Geoffrey Jollay Employment Agreement
EXHIBIT E-Dean Jollay Employment Agreement
EXHIBIT F-CorrChoice Cash Retention and Dividend Formula
EXHIBIT G-Legal Opinion from Critchfield, Critchfield & Johnston, Ltd.
EXHIBIT H-Legal Opinion from Baker & Hostetler LLP
EXHIBIT I-Form of Notice of Claim
EXHIBIT J-Dispute Resolution Procedure
EXHIBIT K-Form of Escrow Agreement
EXHIBIT L-John J. McLaughlin Employment Agreement

JOLLAYS/OPC SCHEDULES

Schedule 3.1--Organization and Good Standing
Schedule 3.2--Capitalization and Security Holders
Schedule 3.3--Subsidiaries
Schedule 3.4--Business of RDJ Holdings
Schedule 3.7--Consents and Approvals; No Conflict or Default
Schedule 3.9--Undisclosed Liabilities
Schedule 3.10--Absence of Certain Changes
Schedule 3.11--Taxes
Schedule 3.17--Title to Properties
Schedule 3.19--Legal Proceedings and Claims
Schedule 3.20--ERISA
Schedule 3.22--OPC Receivables

GREIF/MPC SCHEDULES

Schedule 4.1--Organization and Good Standing
Schedule 4.2--Capitalization and Security Holders
Schedule 4.6--Consents and Approvals; No Conflict or Default
Schedule 4.8--Undisclosed Liabilities
Schedule 4.9--Absence of Certain Changes
Schedule 4.10--Taxes
Schedule 4.16--Title to Properties
Schedule 4.18--Legal Proceedings and Claims
Schedule 4.19--ERISA
Schedule 4.21--MPC Receivables

MCLAUGHLIN SCHEDULES

Schedule 5.1--Stock Ownership; No Liens
Schedule 5.3--Consents and Approvals; No Conflict or Default


JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this "Agreement") is made as 
of November 1, 1998, among CorrChoice, Inc., an Ohio corporation 
(the "Company"), Greif Bros. Corporation, a Delaware corporation 
("Greif"), Geoffrey A. Jollay and R. Dean Jollay, Jr. 
(collectively, the "Jollays"), and John J. McLaughlin ("Mr. 
McLaughlin").  Greif, the Jollays, and Mr. McLaughlin are 
sometimes hereinafter referred to collectively as the 
"Shareholders" and separately as a "Shareholder."

Background Information

	 	Ohio Packaging Corporation, an Ohio corporation 
("OPC"), manufactures corrugated sheets for sale to producers of 
corrugated boxes and operates, directly and through its 
subsidiaries, sheet feeder plants in Massillon and Cincinnati, 
Ohio, and in Louisville, Kentucky.  OPC has 2,000 Class A Common 
Shares, without par value (the "Class A Shares"), and 2,000 
Class B Common Shares, without par value (the "Class B Shares"), 
issued and outstanding.  RDJ Holdings Inc., an Ohio corporation 
("RDJ Holdings"), owns all of the issued and outstanding Class A 
Shares, and Greif owns all of the issued and outstanding Class B 
Shares.  The Jollays own all of the issued and outstanding 
capital stock of RDJ Holdings (the "RDJ Stock").

	 	Combined Containerboard Inc., a Delaware corporation 
("CCI"), has 15,001 shares of Common Stock, no par value (the 
"CCI Shares"), issued and outstanding.  OPC owns 12,001 CCI 
Shares, and Mr. McLaughlin owns 3,000 CCI Shares (the 
"McLaughlin CCI Shares").  Additionally, CCI has 10,000 shares, 
8% Cumulative Preferred Stock outstanding (the "CCI Preferred 
Shares").  OPC owns 8,000 CCI Preferred Shares and Mr. 
McLaughlin owns 2,000 CCI Preferred Shares.

	 	Michigan Packaging Company, a Delaware corporation 
("MPC"), manufactures corrugated sheets for sale to producers of 
corrugated boxes and operates sheet feeder plants in Mason and 
Grand Rapids, Michigan, and in Concord, North Carolina.  MPC 
operates the Concord, North Carolina sheet feeder plant under 
the dba Southeastern Packaging Corporation.  MPC has 400 shares 
of stock, without par value (the "MPC Stock"), issued and 
outstanding.  Greif owns all of the issued and outstanding 
shares of MPC Stock. 

	 	The Shareholders desire to consolidate the business 
operations of MPC and OPC and their respective subsidiaries, 
including without limitation the sheet feeder plants operated by 
MPC and OPC and their respective subsidiaries (the "Sheet Feeder 
Facilities"), into the Company in order to create a more 
efficient and unified method of operations (the 
"Consolidation").  The Shareholders desire to complete the 
Consolidation in a transaction intended to qualify as a tax free 
exchange under Section 351 of the Internal Revenue Code of 1986, as 
amended (the "Code"), pursuant to which, among other things, (i) 
Greif will contribute to the Company the Class B Shares and the 
MPC Stock, (ii) the Jollays will contribute to the Company the 
RDJ Stock, and (iii) Mr. McLaughlin will contribute to the 
Company the McLaughlin CCI Shares and Mr. McLaughlin's 2,000 CCI 
Preferred Shares, all in exchange for Common Shares, without par 
value, of the Company (the "CorrChoice Shares").

	 	The Company was formed on October 2, 1998, by the 
filing of its articles of incorporation with the Ohio Secretary 
of State.  Concurrently with the Closing (as defined in Section 
7.1, below), the Shareholders will adopt a code of regulations 
for the Company and take such other actions and execute and 
deliver, or arrange for the execution and delivery, of such 
other documents as may be necessary or appropriate for the 
organization of the Company, all as further described in this 
Agreement.  Thereafter, the Shareholders will take such actions 
and execute and deliver, or arrange for the execution and 
delivery, of such documents as may be necessary to merge RDJ 
Holdings into the Company, all as further described in this 
Agreement.

	 	Concurrently with the Closing, the Company, OPC, and 
Ralph Stoner, Sr. ("Mr. Stoner, Sr."), Ralph Stoner, Jr. ("Mr. 
Stoner, Jr."), and John Cahill ("Mr. Cahill") will take such 
actions and execute and deliver, or arrange for the execution 
and delivery, of such documents as may be necessary or 
appropriate for Heritage Packaging Corporation, a Delaware 
corporation ("Heritage Packaging"), to become owned 93.33% by 
the Company and 6.67% by Stonehill Group, LLC, a North Carolina 
limited liability company ("Stonehill Group") (rather than owned 
50% by each of OPC and Stonehill Group), all as further 
described in this Agreement.

	 	For the purpose of determining the value of the 
respective contributions of Greif, the Jollays, and Mr. 
McLaughlin to the joint venture in exchange for CorrChoice 
Shares, Greif and the Jollays entered into an agreement with 
Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc. 
("HLH&Z") of Chicago, Illinois whereby HLH&Z determined the fair 
market value of OPC, MPC and CCI ("Valuation").  The Valuation 
was based, in part, upon information supplied to HLH&Z by Greif 
and the Jollays.  The information supplied by Greif is 
hereinafter referred to as the "Greif Valuation Information."  
The information supplied by Jollays is hereinafter referred to 
as the "Jollays' Valuation Information."

Statement of Agreement

The parties to this Agreement (the "Parties") hereby 
acknowledge the accuracy of the foregoing Background Information 
and hereby agree as follows:


   Definitions.

   Definitions.  Capitalized terms used in this 
Agreement shall have the meanings respectively assigned to them 
in the various provisions of this Agreement.  Annex A to this 
Agreement contains an index of all defined terms.



   Contribution of Stock; Corporate Restructuring

	 	Contribution of Greif. Upon the terms and 
subject to the conditions described in this Agreement, at the 
Closing, Greif shall assign and transfer to the Company the 
Class B Shares and the MPC Stock.  In exchange for such 
assignment and transfer, the Company shall issue to Greif a 
total of 6,324 CorrChoice Shares.

	 	Contribution of the Jollays.  Upon the terms 
and subject to the conditions described in this Agreement, at 
the Closing, the Jollays shall assign and transfer to the 
Company the RDJ Stock.  In exchange for such assignment and 
transfer, the Company shall issue to the Jollays in the 
aggregate a total of 3,466 CorrChoice Shares, with each Jollay 
receiving 1,733 CorrChoice Shares.

	 	Contribution of Mr. McLaughlin.  Upon the 
terms and subject to the conditions described in this Agreement, 
at the Closing, Mr. McLaughlin shall assign and transfer to the 
Company the McLaughlin CCI Shares and Mr. McLaughlin's 2,000 CCI 
Preferred Shares.  In exchange for such assignment and transfer, 
the Company shall issue to Mr. McLaughlin a total of 210 
CorrChoice Shares.

	 	Reserved.


   Representations of Jollays

The Jollays, jointly and severally, hereby represent to 
each of Greif and Mr. McLaughlin as follows:

	  	Organization and Standing.  RDJ Holdings, 
OPC, and each OPC Subsidiary (as defined in Section 3.3, below) 
are corporations duly organized, validly existing, and in good 
standing under the laws of their respective states of 
incorporation (as set forth in Schedule 3.1), with full power 
and authority to own, lease, use and operate their respective 
properties and to conduct their respective businesses as and 
where now owned, leased, used, operated and conducted.  Neither 
the nature of the business conducted by RDJ Holdings nor the 
properties it owns, leases, or operates through OPC and its 
Subsidiaries requires it to qualify to do business in any other 
jurisdiction.  OPC and each OPC Subsidiary are duly qualified to 
do business in each jurisdiction listed in Schedule 3.1 and, to 
the Jollays' knowledge, neither the nature of the business 
conducted by each of OPC or each OPC Subsidiary nor the 
properties it owns, leases or operates requires it to qualify to 
do business in any other jurisdiction, except where a failure to 
so qualify would have no material adverse effect on the business 
or assets of OPC or such OPC Subsidiary.  To the Jollays' 
knowledge, neither OPC nor any OPC Subsidiary has received any 
written notice or assertion within the last three years from any 
governmental official in any jurisdiction to the effect that OPC 
or such OPC Subsidiary is required to be qualified or authorized 
to do business in any such jurisdiction in which OPC or such OPC 
Subsidiary is not so qualified or has not obtained such 
authorization.  To the Jollays' knowledge, neither OPC nor any 
OPC Subsidiary is in default in the performance, observation or 
fulfillment of any provision of its certificate or articles of 
incorporation, bylaws or code of regulations, or other 
organizational documents.

	 	Capitalization and Security Holders.
 
 	Stock.  The authorized capital stock of RDJ 
Holdings consists solely of 250 Common shares, without par 
value, and 1,000 shares of 10% Cumulative Preferred, with a 
par value of $1,000 per share.  There are 100 Common shares 
issued and outstanding, and 1,000 shares of 10% Cumulative 
Preferred outstanding.  The authorized capital stock of OPC 
consists solely of 2,000 Class A Common Shares, without par 
value, of which 2,000 are issued and outstanding, and 6,000 
Class B Common Shares, without par value, of which 2,000 
are issued and outstanding.  The authorized capital stock 
of the OPC Subsidiaries consists solely of the following:  
(i) 20,000 Common Shares, without par value, and 10,000 
Preferred Shares with a par value of $100 per share, of 
CCI.  There are 15,001 Common Shares issued and 
outstanding, and 10,000 Preferred Shares issued and 
outstanding;  (ii) 750 Common Shares, no par value, of 
Multicorr Corporation, a Kentucky corporation 
("Multicorr"), of which 750 are issued and outstanding; 
(iii) 1,000 Common Shares, $.01 par value, of OPC Leasing 
Corporation, a Delaware corporation ("OPC Leasing"), of 
which 1,000 shares are issued and outstanding; (iv) 750 
Common Shares, no par value, of ReCorr Realty Corporation, 
an Ohio corporation ("ReCorr"), of which 500 shares are 
issued and outstanding; and (v) 100 shares of Common Stock, 
$.01  par value, of Heritage Packaging, a Delaware 
corporation of which 100 shares are issued and outstanding 
(and after the consummation of the transaction contemplated 
by this Agreement, 1,000 shares of Common Stock, $.01 par 
value shall be authorized, and 750 shares will be issued 
and outstanding).
 
 	Stock Ownership.    The Jollays own beneficially 
and of record all of the RDJ Stock, with each Jollay owning 
50 Common Shares and 500 Preferred Shares of RDJ Stock.  
RDJ Holdings owns beneficially and of record all of the 
Class A Shares.  Except as set forth on Schedule 3.2, OPC 
owns beneficially and of record all of the issued and 
outstanding capital stock of the OPC Subsidiaries.  
Schedule 3.2 sets forth the stock ownership of the OPC 
Subsidiaries.
 
 	Due Authorization and Issuance. Each outstanding 
share of the RDJ Stock and each outstanding share of the 
capital stock of  OPC and each OPC Subsidiary has been duly 
authorized and validly issued, is fully paid and non-
assessable, and has not been issued in violation of any 
preemptive or similar rights.

 	No Other Commitment. Except as set out on 
Schedule 3.2, there are no outstanding subscriptions, 
options, warrants, puts, calls, agreements, understandings, 
claims or other commitments or rights of any type relating 
to the issuance, sale or transfer by either RDJ Holdings, 
OPC, any OPC Subsidiary, or either Jollay of any capital 
stock, other equity interests, or other securities of RDJ 
Holdings, OPC, or the OPC Subsidiaries, nor are there 
outstanding any securities which are convertible into or 
exchangeable for any shares of capital stock or other 
equity interests of RDJ Holdings, OPC, or the OPC 
Subsidiaries, and neither RDJ Holdings, OPC, nor any OPC 
Subsidiary has any obligation of any kind to issue any 
additional securities.

 	Compliance with Laws; No Liens. To the Jollays' 
knowledge, the issuance and sale of all of the RDJ Stock 
and the outstanding capital stock of OPC and each OPC 
Subsidiary have been in full compliance with all applicable 
federal and state securities laws and other laws.  Except 
for the Class B Shares, the McLaughlin CCI Shares, and the 
capital stock of Heritage Packaging issued to Stonehill 
Group, for which no representation is given by the Jollays, 
and except as set out on Schedule 3.2, all of  the RDJ 
Stock and the outstanding capital stock of OPC and each OPC 
Subsidiary is free and clear of all liens, security 
interests, encumbrances, pledges, charges, claims, voting 
trusts and restrictions on transfer of any nature 
whatsoever, except restrictions on transfer imposed by or 
pursuant to federal and state securities laws.  Neither RDJ 
Holdings, OPC, nor any OPC Subsidiary has agreed to 
register any securities under the Securities Act of 1933, 
as amended (the "Securities Act"), and the rules and 
regulations thereunder or under any state securities law.

	 	Subsidiaries.  Except for OPC, RDJ Holdings 
does not own any subsidiary corporations or, directly or 
indirectly, any equity or other ownership interest in any 
corporation, general or limited partnership, limited liability 
company, joint venture, firm, association, or other legal entity 
(an "Entity").  Except for the subsidiaries described on 
Schedule 3.3 (individually, an "OPC Subsidiary" and 
collectively, the "OPC Subsidiaries"), OPC does not own any 
subsidiary corporations or, directly or indirectly, any equity 
or other ownership interest in any other Entity.  Except for 
this Agreement or as otherwise described on Schedule 3.3, 
neither RDJ Holdings, OPC, nor any OPC Subsidiary is subject to 
any obligation or requirement to provide funds to or make any 
investment (in the form of a loan, capital contribution or 
otherwise) in any Entity.

	 	Business of RDJ Holdings. RDJ Holdings is 
not, and has not been at any time in the past, engaged in any 
business whatsoever other than the ownership of the Class A 
Shares.  RDJ Holdings does not own or possess any assets other 
than the Class A Shares, except cash and cash equivalents and 
accrued and unpaid dividends on the Class A Shares.  Except for 
accrued and unpaid dividends on the RDJ Holdings Preferred 
Shares and except as set forth in Schedule 3.4, RDJ Holdings has 
no liabilities or obligations of any nature (whether liquidated, 
unliquidated, accrued, absolute, contingent or otherwise and 
whether due or to become due).

	 	Business of OPC and OPC Subsidiaries.  OPC, 
CCI, and Multicorr are and have been engaged in the business of 
manufacturing and selling corrugated sheets to producers of 
corrugated boxes and operating sheet feeder plants in Massillon 
and Cincinnati, Ohio, and in Louisville, Kentucky, and are 
engaged in no other business whatsoever except as may be 
incidental to the foregoing.  OPC Leasing is and has been 
engaged in the business of leasing land, building, and equipment 
to Heritage Packaging and is engaged in no other business 
whatsoever except as may be incidental to the foregoing.  ReCorr 
is and has been engaged in the business of real estate 
development, construction, and lease of manufacturing and 
warehouse facilities, and is engaged in no other business 
whatsoever except as may be incidental to the foregoing.  
Heritage Packaging has been engaged in the sale of corrugated 
sheets and arranging the construction of manufacturing 
facilities in Michigan and North Carolina and is engaged in no 
other business whatsoever except as may be incidental to the 
foregoing.

	 	Power and Authority; Capacity.  Each Jollay 
has full legal capacity, power, and authority to enter into this 
Agreement and perform his respective obligations under this 
Agreement.  This Agreement has been duly executed and delivered 
by each Jollay and constitutes the legal, valid and binding 
obligation of each Jollay enforceable against each of them, 
respectively, in accordance with its terms.  No other action or 
proceeding by or in respect of either Jollay is or was necessary 
to authorize this Agreement or the consummation of the 
transactions contemplated by this Agreement.

	 	Consents and Approvals; No Conflict or 
Default.  To the knowledge of the Jollays, except for the 
consents described in Schedule 3.7, all of which shall be 
obtained prior to the Closing, neither the execution and 
delivery of this Agreement by either Jollay nor their 
consummation of the transactions contemplated by this Agreement 
(a) requires or will require any action, consent, or approval 
of, or review by, or registration with, any third party, court 
or governmental body or other agency, instrumentality or 
authority, (b) violates or will violate in any material respect 
any laws, statutes, orders, rules, and regulations applicable to 
OPC or to any OPC Subsidiary, (c) conflicts with or will result 
in the breach of the certificate or articles of incorporation, 
bylaws or code of regulations, or other organizational documents 
of OPC or any OPC Subsidiary, or (d) breaches or will result in 
the breach of any agreement or legal obligation to which OPC, 
any OPC Subsidiary, or either of the Jollays is a party or by 
which such party or such party's assets are or may be bound or 
affected, or constitute a default (or an event which, with the 
giving of notice, the passage of time, or otherwise, would 
constitute a default) thereunder, or result in the creation or 
imposition of any lien, security interest, charge or 
encumbrance, or restriction of any nature whatsoever with 
respect to any assets of OPC or any OPC Subsidiary.
 
	 	Financial Statements.  OPC has furnished to 
Greif the consolidated balance sheets for OPC and the OPC 
Subsidiaries as of June 30, 1998 and June 30, 1997, and the 
related consolidated statements of income, shareholders' equity, 
and cash flows for each of the years in the two-year period 
ended June 30, 1998, including, in each case, the related notes, 
all of which have been prepared for OPC and have been examined 
by and are accompanied by the unqualified audit report of Ernst 
& Young LLP (collectively, the "OPC Financial Statements").  The 
OPC Financial Statements are in accordance with the books and 
records of OPC, have been prepared in conformity with generally 
accepted accounting principles applied on a consistent basis, 
and fairly present the financial condition of OPC and the OPC 
Subsidiaries as of the dates stated and the results of 
operations of OPC and the OPC Subsidiaries for the periods then 
ended in accordance with such practices.

	 	Undisclosed Liabilities.  Except as set 
forth in Schedule 3.9, neither OPC nor any OPC Subsidiary has 
any liability or obligation of any nature (whether liquidated, 
unliquidated, accrued, absolute, contingent or otherwise and 
whether due or to become due) except:

 	Those set forth in the OPC Financial Statements 
which have not been paid or discharged since the date 
thereof;

 	Those arising from and after the date of this 
Agreement under agreements or other commitments 
specifically identified in Schedule 3.9;

 	Current liabilities (determined in accordance 
with generally accepted accounting principles) incurred 
since June 30, 1998, in transactions in the ordinary course 
of business consistent with past practices which are 
properly reflected on OPC's or the applicable OPC 
Subsidiary's books and records and are not inconsistent 
with the other representations and agreements of the 
Jollays set forth in this Agreement; and

 	Those arising under and as a result of this 
Agreement.

	 	Absence of Certain Changes.  Except as set 
forth in Schedule 3.10, since the date of the Jollays' Valuation 
Information, RDJ Holdings, OPC, and each OPC Subsidiary have 
conducted their business only in the ordinary course consistent 
with past practices and, to the knowledge of the Jollays, there 
has not been:   any material adverse change to either OPC or 
any OPC Subsidiary;   any dividend or distribution to any 
shareholder of RDJ Holdings, OPC, or any OPC Subsidiary, other 
than in amounts consistent with past practices as shown in prior 
financial statements;   any increase in compensation or 
employment benefits payable or provided to either Jollay from 
either RDJ Holdings, OPC or any OPC Subsidiary;   any 
transaction entered into or carried out by either RDJ Holdings, 
OPC or any OPC Subsidiary other than in the ordinary and usual 
course of its business;   any borrowing or guaranty, any loan 
or advance, or any agreement relating to the foregoing by either 
RDJ Holdings, OPC or any OPC Subsidiary or any incurring by 
either RDJ Holdings, OPC or any OPC Subsidiary of any other 
obligation or liability, except current liabilities incurred in 
the usual and ordinary course of business and consistent with 
past practices;   any change in OPC accounting principles or 
practices or its method of application of such principles or 
practices;   any mortgage, pledge, lien, security interest, 
hypothecation, charge or other encumbrance imposed or agreed to 
be imposed on or with respect to the property or assets of 
either OPC or any OPC Subsidiary;   any purchase of or any 
agreement to purchase assets (other than inventory purchased in 
the ordinary course of business consistent with past practices) 
for an amount in excess of $250,000 for any one purchase made by 
either OPC or any OPC Subsidiary or $1,000,000 for all such 
purchases made by OPC and the OPC Subsidiaries combined or any 
lease or any agreement to lease, as lessee, any capital assets 
with payments over the term thereof to be made by either OPC or 
any OPC Subsidiary exceeding an aggregate of $250,000; or   
any labor dispute or disturbance adversely affecting the 
business operations or condition (financial or otherwise) of 
either OPC or any OPC Subsidiary, including without limitation 
efforts to effect a union representation election, actual or 
threatened employee strike, work stoppage or slow down.
   
	 	Taxes.

 	Except as described on Schedule 3.11, to the 
Jollays' knowledge, RDJ Holdings, OPC and each OPC 
Subsidiary have duly, properly, and timely filed all 
federal, state, local and foreign tax returns and tax 
reports required to be filed by such entity, all such 
returns and reports are true, correct and complete, none of 
such returns and reports has been amended, and any and all 
taxes, assessments, fees and other governmental charges due 
from such entity, including without limitation those 
arising under such returns and reports, have been fully 
paid or are fully accrued as liabilities in the OPC 
Financial Statements and will be timely paid.  To the 
Jollays' knowledge, no claim has been made by authorities 
in any jurisdiction where either RDJ Holdings, OPC or any 
OPC Subsidiary did not file tax returns that it is or may 
be subject to taxation or to reporting therein.

 	RDJ Holdings, OPC and each OPC Subsidiary have 
delivered to Greif copies of all federal, state, local, and 
foreign income tax returns filed for taxable periods ended 
on or after December 31, 1993.  Schedule 3.11 sets forth 
the dates and results of any and all audits conducted by 
taxing authorities against either RDJ Holdings, OPC, or any 
OPC Subsidiary within the last five years or otherwise with 
respect to any tax year for which assessment is not barred 
by any applicable statute of limitations.  No waivers of 
any applicable statute of limitations for the filing of any 
tax returns or payment of any taxes or assessments of any 
deficient or unpaid taxes are outstanding.  Except as set 
forth in Schedule 3.11, all deficiencies resulting from any 
audits have been paid or settled.  Except as set out on 
Schedule 3.11, there are no pending or, to the best of each 
Jollay's knowledge, threatened federal, state, local or 
foreign tax audits or assessments affecting either RDJ 
Holdings, OPC, or any OPC Subsidiary and there is no 
agreement with any federal, state, local or foreign taxing 
authority that may affect the subsequent tax liabilities of 
either RDJ Holdings, OPC or any OPC Subsidiary.

 	Except as described on Schedule 3.11, to the 
Jollays' knowledge, neither RDJ Holdings, OPC nor any OPC 
Subsidiary is, on the date of this Agreement, nor will RDJ 
Holdings, OPC or any OPC Subsidiary be as of the Closing, 
liable for taxes, assessments, fees or governmental charges 
for which it has not made adequate provision, including 
setting aside a sufficient reserve to cover that potential 
liability in full in the RDJ Holdings' financial statements 
(which consist solely of a balance sheet) and the OPC 
Financial Statements.

 	Except for the obligation to withhold income 
taxes from salaries and wages, there exists no tax-sharing 
agreement or arrangement pursuant to which either RDJ 
Holdings, OPC or any OPC Subsidiary is obligated to pay the 
tax liability of either Jollay or any other Person, or to 
indemnify any other Person with respect to any tax.

 	Schedule 3.11 includes a list of all states, 
territories and jurisdictions to which any tax is properly 
payable by either RDJ Holdings, OPC or any OPC Subsidiary 
or in which, to the Jollays' knowledge,  a tax report must 
be filed.

	 	Compliance with Law.  To the knowledge of 
the Jollays, OPC and each OPC Subsidiary have complied and are 
in compliance in all material respects with all laws, statutes, 
orders, rules, and regulations applicable to OPC and each OPC 
Subsidiary and all judgments, decisions and orders entered by 
any federal, state, local or foreign court or governmental 
authority or agency relating to OPC or such OPC Subsidiary, or 
its business or properties, as well as all licenses, permits, 
and similar approvals which are material to OPC and each OPC 
Subsidiary to carry on their businesses as presently conducted.  
The Jollays have caused OPC to deliver to Greif copies of all 
licenses, permits, and similar approvals which are material to 
OPC and each OPC Subsidiary to carry on their businesses as 
presently conducted, each of which currently is valid and in 
full force and effect.

 	Proprietary Rights.  The Jollays have caused 
OPC to deliver to Greif copies of all patents, trademarks, trade 
names, service marks, and other similar proprietary property 
rights which are material to OPC and each OPC Subsidiary to 
carry on their businesses as presently conducted, each of which 
is owned by OPC or an OPC Subsidiary, as applicable.  To the 
knowledge of the Jollays, no business of OPC or any OPC 
Subsidiary has been or is now being conducted in contravention 
or infringement of any proprietary right of any third party.
	
	 	Reserved.

	 	Insurance. To the knowledge of the Jollays, 
OPC and each OPC Subsidiary has been and is insured with 
respect to its property and the conduct of its business in such 
amounts and against such risks as are adequate to protect the 
properties and businesses of OPC or each OPC Subsidiary in 
accordance with normal industry practice, and to the knowledge 
of the Jollays all such policies are currently in full force and 
effect and no notice of cancellation or termination has been 
received by OPC or any OPC Subsidiary with respect to any such 
policy.

 	Reserved.

	 	Title to Properties.  Except as set forth in 
Schedule 3.17,  to the Jollays' knowledge, OPC and each OPC 
Subsidiary has good, valid and marketable title to all of its 
assets (except for those assets which are held pursuant to valid 
leases) of every kind, nature and description, tangible or 
intangible, wherever located, which constitute all of the 
property now used in and necessary for the conduct of its 
business as presently conducted (including without limitation 
all assets shown or reflected on the OPC Financial Statements). 
To the knowledge of the Jollays, the UCC-11 lien searches and 
the real estate title lien searches provided to the Jollays by 
Baker & Hostetler LLP set forth all mortgages, pledges, liens, 
security interests, and encumbrances relating to the assets of 
OPC and each OPC Subsidiary.  Such real estate title lien 
searches reference all real property owned by OPC or any OPC 
Subsidiary.  Except as set forth in Schedule 3.17, neither OPC 
nor any OPC Subsidiary leases any real property as a lessee.

	 	Brokers, Finders.  The transactions 
contemplated by this Agreement were not submitted to by any 
broker or other Person entitled to a commission, finder's fee or 
like payment thereon, and were not, with the consent of either 
Jollay, submitted to Greif by any broker or other Person, and 
none of the actions of either Jollay has given rise to any claim 
by any Person for a commission, finder's fee or like payment 
against any of the Parties.
	
	 	Legal Proceedings and Claims  Except as 
listed and described in Schedule 3.19, there are no (and over 
the last five years there have been no) claims, proceedings, 
suits or investigations pending or, to the knowledge of the 
Jollays, threatened against or relating to either RDJ Holdings, 
OPC or any OPC Subsidiary or any of their employees (but only in 
their capacity as employees of such Entity and not personally) 
or, to the knowledge if the Jollays without independent 
investigation, independent contractors of such Entity in 
connection with the business or affairs of such Entity, by or 
before any federal, state, local or foreign court or 
governmental body, agency, or authority.  There are no such 
claims, proceedings, suits or investigations pending or, to the 
knowledge of the Jollays, threatened for the purpose of 
enjoining or preventing the consummation of any transaction 
contemplated by this Agreement or otherwise challenging the 
validity or propriety of the transactions contemplated by this 
Agreement.  Except as disclosed in Schedule 3.19, to the 
knowledge of the Jollays, neither RDJ Holdings, OPC, nor any OPC 
Subsidiary is subject to any judgment, order or decree, or any 
governmental restriction applicable to it, which has a 
reasonable probability of causing a material adverse change, or 
which may materially adversely affect the ability of OPC or any 
OPC Subsidiary to acquire any property or conduct business as it 
is currently being conducted.  Except as listed and described in 
Schedule 3.19 and to the knowledge of the Jollays, there are no 
facts, circumstances, or occurrences which may give rise to any 
claims, proceedings, or suits against RDJ Holdings, OPC, any OPC 
Subsidiary, or any of their employees (but only in their 
capacity as employees of such Entity and not personally) or, to 
the knowledge of the Jollays without independent investigation, 
independent contractors of such Entity which could cause a 
material adverse change to RDJ Holdings, OPC, or any OPC 
Subsidiary, or to the business or assets of such Entity.

	 	ERISA.

 	Schedule 3.20 identifies each "employee benefit 
plan," as defined in Section 3(3) of the Employee 
Retirement Income Security Act of 1974 ("ERISA") which (i) 
is subject to any provision of ERISA and (ii) is or was at 
any time during the last five years maintained, 
administered or contributed to by OPC or any OPC Subsidiary 
or any of their respective ERISA Affiliates (as defined 
below) and covers any employee or former employee of OPC or 
any OPC Subsidiary or any of their respective ERISA 
Affiliates or under which OPC or any OPC Subsidiary or any 
ERISA Affiliate has any liability.  Copies of such plans 
(and, if applicable, related trust agreements) and all 
amendments thereto and written interpretations thereof have 
been furnished to Greif together with the three most recent 
annual reports (Form 5500) prepared in connection with any 
such plan.  Such plans are referred to collectively herein 
as the "OPC Employee Plans."  For purposes of this section, 
"ERISA Affiliate" of any Person means any other Person 
which, together with such Person, would be treated as a 
single employer under Section 414 of the Code or is an 
"affiliate," whether or not incorporated, as defined in 
Section 407(d)(7) of ERISA of such Person.  The only OPC 
Employee Plans which individually or collectively would 
constitute an "employee pension benefit plan" as defined in 
Section 3(2) of ERISA (the "OPC Pension Plans") are 
identified as on Schedule 3.20.

 	Except as set forth in Schedule 3.20, no OPC 
Employee Plan constitutes a "multiemployer plan," as 
defined in Section 3(37) of ERISA, or a "defined benefit 
plan," as defined in Section 3(35) and subject to Title IV 
of ERISA, and no OPC Employee Plan is maintained in 
connection with any trust described in Section 501(c)(9) of 
the Code.  No "accumulated funding deficiency," as defined 
in Section 412 of the Code, has been incurred with respect 
to any OPC Pension Plan, whether or not waived.  Full 
payment has been made of all amounts which OPC or any OPC 
Subsidiary or any of their respective ERISA Affiliates is 
required to have paid as contributions to or benefits under 
any OPC Employee Plan as of the end of the most recent plan 
year thereof and there are no unfunded obligations under 
any OPC Employee Plan that have not been disclosed to Greif 
in writing.  Neither OPC, nor any OPC Subsidiary, nor 
either Jollay knows of any "reportable event," within the 
meaning of Section 4043 of ERISA, and no event described in 
Section 4041, 4042, 4062 or 4063 of ERISA has occurred in 
connection with any OPC Employee Plan.  No condition exists 
and no event has occurred that could constitute grounds for 
termination of any OPC Retirement Plan, and neither OPC nor 
any of the OPC Subsidiaries nor any of their respective 
ERISA Affiliates has incurred any material liability under 
Title IV of ERISA arising in connection with the 
termination of, or complete or partial withdrawal from, any 
plan covered or previously covered by Title IV of ERISA.  
Nothing done or omitted to be done and no transaction or 
holding of any asset under or in connection with any OPC 
Employee Plan has or will make OPC, any OPC Subsidiary, or 
either Jollay subject to any liability under Title I of 
ERISA or liable for any tax pursuant to Section 4975 of the 
Code.  There is no pending or, to the best of each Jollay's 
knowledge, threatened litigation, arbitration, disputed 
claim, adjudication, audit, examination or other proceeding 
with respect to any OPC Employee Plan or any fiduciary or 
administrator thereof in their capacities as such.  

 	Each OPC Employee Plan which is intended to be 
qualified under Section 401(a) of the Code is so qualified 
and has been so qualified during the period from its 
adoption to date, and each trust forming a part thereof is 
exempt from tax pursuant to Section 501(a) of the Code. OPC 
and each OPC Subsidiary has furnished to Greif copies of 
the most recent Internal Revenue Service determination 
letters with respect to each such OPC Employee Plan.  Each 
OPC Employee Plan has been maintained, from the time of 
such Plan's inception up to and including the performance 
of any or all transactions contemplated in this Agreement, 
in material compliance with its terms and the requirements 
and fiduciary standards prescribed by any and all statutes, 
orders, rules and regulations, including but not limited to 
ERISA and the Code, which are applicable to such OPC 
Employee Plan.  

 	To the knowledge of Jollays, there is no 
contract, agreement, plan or arrangement covering any 
employee or former employee, any Jollay or shareholder or 
former shareholder of OPC or any OPC Subsidiary or any of 
their respective ERISA Affiliates that, individually or 
collectively, could give rise to the payment of any amount 
that would not be deductible pursuant to the terms of the 
Code.  

 	Schedule 3.20 identifies each employment, 
severance or other similar contract, arrangement or policy 
and each plan or arrangement (written or oral) providing 
for insurance coverage (including any self-insured 
arrangements), workers' compensation, disability benefits, 
supplemental unemployment benefits, vacation benefits, 
retirement benefits or for deferred compensation, profit-
sharing, bonuses, stock options, stock appreciation or 
other forms of incentive compensation or post-retirement 
insurance, compensation or benefits which (i) is not an OPC 
Employee Plan, (ii) is entered into, maintained or 
contributed to, as the case may be, by either of OPC or any 
of the OPC Subsidiaries or any of their respective ERISA 
Affiliates, and (iii) covers any employee or former 
employee, any Jollay or former shareholder of either of OPC 
or any of the OPC Subsidiaries or any of their respective 
ERISA Affiliates.  Such contracts, plans and arrangements 
as are described above, copies or descriptions of all of 
which have been furnished previously to Greif, are referred 
to collectively herein as the "OPC Benefit Arrangements."  
To the knowledge of Jollays, each OPC Benefit Arrangement 
has been maintained in substantial compliance with its 
terms and with requirements prescribed by any and all 
statutes, orders, rules and regulations that are applicable 
to such OPC Benefit Arrangement.

 	Except as set forth in Schedule 3.20, there is no 
liability in respect of post-retirement health and medical 
benefits for retired employees of either OPC or any of the 
OPC Subsidiaries or any of their respective ERISA 
Affiliates, determined using assumptions that are 
reasonable in the aggregate, over the fair market value of 
any fund, reserve or other assets segregated for the 
purpose of satisfying such liability (including for such 
purposes any fund established pursuant to Section 401(h) of 
the Code). Except as provided otherwise by law, to the 
knowledge of Jollays, OPC and each OPC Subsidiary has 
reserved its right to amend or terminate any OPC Employee 
Plan or OPC Benefit Arrangement providing health or medical 
benefits in respect of any active employee of OPC or such 
OPC Subsidiary under the terms of any such plan and 
descriptions thereof given to employees.  With respect to 
any of OPC's and OPC Subsidiaries' respective OPC Employee 
Plans which are "group health plans" under Section 4980B of 
the Code and Section 607(1) of ERISA, to the knowledge of 
Jollays, there has been timely compliance in all material 
respects with all requirements imposed thereunder so that 
OPC and each of the OPC Subsidiaries and their respective 
ERISA Affiliates have no (and will not incur any) loss, 
assessment, tax penalty, or other sanction with respect to 
any such plan.  

 	Except as set forth in Schedule 3.20, to the 
Jollays' knowledge, there has been no amendment to, written 
interpretation or announcement (whether or not written) by 
either OPC or any of the OPC Subsidiaries or any of their 
respective ERISA Affiliates relating to, or change in 
employee participation or coverage under, any OPC Employee 
Plan or OPC Benefit Arrangement which would increase the 
expense of maintaining such OPC Employee Plan or OPC 
Benefit Arrangement above the level of the expense incurred 
in respect thereof for the plan year ended immediately 
prior to the Closing.  

 	Except as set forth in Schedule 3.20, neither OPC 
nor any OPC Subsidiary is a party or subject to any union 
contract or any employment contract or arrangement 
providing for annual future compensation to any employee or 
independent contractor of OPC or any OPC Subsidiary.

 	To the Jollays' knowledge, the execution and 
consummation of the transactions contemplated by this 
agreement will not constitute a triggering event under any 
OPC Employee Plan, whether or not legally enforceable, 
which (either alone or upon the occurrence of any 
additional or subsequent event) will or may result in any 
payment of severance pay or otherwise, or acceleration, 
increase in vesting, or increase in benefits to any current 
or former participant, employee or director of OPC or any 
OPC Subsidiary that has not been specifically disclosed on 
Schedule 3.20 or which is not material to the financial 
condition or business of OPC or any OPC Subsidiary.

 	Any reference to ERISA or the Code or any section 
thereof in this Section shall be construed to include all 
amendments thereto and applicable regulations and 
administrative rulings issued thereunder.

	 	Contracts.  The Jollays have caused OPC to 
make available to Greif copies of all contracts, agreements, 
leases, commitments, or other legal obligations which are 
material to the condition, operations, assets, or business of 
OPC or any OPC Subsidiary, each of which is valid and binding on 
OPC or such OPC Subsidiary, as the case may be, and none of 
which have been modified, changed, or amended in any respect.  
To the knowledge of the Jollays, neither OPC nor any OPC 
Subsidiary is in violation of or in default in respect of, nor 
has there occurred an event or condition which, with the passage 
of time or giving of notice (or both), would constitute a 
default of, any contract, agreement, lease, commitment, or other 
legal obligation which is material to the condition, operations, 
assets, or business of OPC or any OPC Subsidiary.

	 	OPC Receivables  To the knowledge of 
Jollays, all notes, accounts, and other miscellaneous 
receivables of OPC or any OPC Subsidiary are reflected properly 
on its books and records, are valid receivables subject to no 
setoffs or counterclaims, and are collectible (subject only to 
the reserve for bad debts for accounts receivable set forth in 
the OPC Financial Statements as adjusted for the passage of time 
through the Closing in accordance with the past custom and 
practices of OPC and the OPC Subsidiaries).

Schedule 3.22 includes a list of all amounts payable to OPC 
or any OPC Subsidiary by any Affiliate of OPC or OPC Subsidiary 
(the "OPC Related Party Receivables") and all amounts payable by 
OPC or any such OPC Subsidiary to any Affiliate of OPC or OPC 
Subsidiary (the "OPC Related Party Payables") as of June 30, 
1998, specifying the payor, payee, and amount of each OPC 
Related Party Receivable and OPC Related Party Payable.

	 	Reserved.  

	 	Books of Account; Records. To the knowledge 
of Jollays, OPC's and each OPC Subsidiary's general ledgers, 
corporate record book and other records relating to the material 
assets, contracts and outstanding legal obligations of OPC or 
such OPC Subsidiary are, in all material respects, complete and 
correct, and have been maintained in accordance with good 
business practices, and the matters contained therein are 
appropriate and accurately reflected in the Financial 
Statements.

	 	Reserved.  

	 	Reserved. 

	 	Reserved.  

	 	Reserved.  

	 	Investment Intent.  Each Jollay:  (a) is an 
"accredited investor," as that term is defined in Regulation D 
promulgated under the Securities Act; (b) by reason of his 
business and financial experience, has such knowledge, 
sophistication, and experience in business and financial matters 
so as to be able to evaluate the merits and risks of his 
investment in the CorrChoice Shares to be issued to him; (c) to 
his satisfaction, has been provided the opportunity to ask 
questions, receive answers, and obtain information from Greif 
concerning MPC and its business, has had all such questions 
answered, and has been supplied all additional information 
deemed necessary by him to verify the accuracy of all 
information provided; (d) is acquiring the CorrChoice Shares to 
be issued to him for his own account for investment purposes 
only and without any view towards resale or other distribution; 
(e) except for the representations of Greif set forth in Article 
IV of this Agreement, no representations have been made to him 
by or on behalf of Greif or MPC in connection with the 
transactions contemplated by this Agreement; (f) has determined 
that he can bear the economic risks of his investment in the 
CorrChoice Shares to be issued to him for an indefinite period 
of time; (g) understands that the issuance of the CorrChoice 
Shares as a result of this Agreement is intended to be exempt 
from registration under the Securities Act and applicable state 
law and that the CorrChoice Shares are not and will not be 
registered under the Securities Act or any state securities 
laws, and that there will be no public market for the CorrChoice 
Shares; (h) agrees that any certificates evidencing the 
CorrChoice Shares shall contain a legend to the effect that such 
shares have not been registered under the Securities Act or any 
state securities laws and may not be sold without registration 
as required by the Securities Act and applicable state 
securities laws or exemptions therefrom, and in the case of such 
an exemption, requiring delivery to CorrChoice of a legal 
opinion of or satisfactory to CorrChoice's legal counsel that 
such exemption is applicable; (i) agrees that CorrChoice can 
issue stop transfer instructions to its transfer agent 
prohibiting transfer of the CorrChoice Shares to be issued to 
him except in compliance with the provisions of the Securities 
Act, applicable state securities laws, this Agreement, and the 
Greif/Jollays Buy-Sell Agreement; and (j) understands that the 
CorrChoice Shares to be issued to him will be subject to 
additional transfer, voting, and other restrictions pursuant to 
the Greif/Jollay Buy-Sell Agreement and the Shareholders Voting 
Agreement.

	 	Complete Disclosure. 

	(a)	The Jollays' Valuation Information, to their 
knowledge, did not and does not contain any untrue statement of 
a material fact and did not and does not omit a material fact.

	(b)	To their knowledge, no representation by the Jollays 
in this Agreement or the OPC Schedules contains, or will contain 
as of the Closing, any untrue statement of a material fact or 
omits, or will omit as of the Closing, a material fact To the 
knowledge of the Jollays, they have made full disclosure to 
Greif of all material facts relating to OPC and the OPC 
Subsidiaries necessary to make the Valuation.



   Representations of Greif

Greif hereby represents to each of the Jollays and Mr. 
McLaughlin as follows:

   Organization and Standing. Greif and MPC are 
each corporations duly organized, validly existing, and in good 
standing under the laws of their respective states of 
incorporation, with full power and authority to own, lease, use 
and operate their respective properties and to conduct their 
respective businesses as and where now owned, leased, used, 
operated and conducted.  MPC is duly qualified to do business in 
the jurisdictions listed in Schedule 4.1, and to Greif's 
knowledge, neither the nature of the business conducted by MPC 
nor the properties it owns, leases or operates requires it to 
qualify to do business in any other jurisdiction, except where a 
failure to so qualify would have no material adverse effect on 
the business or assets of MPC.  To Greif's knowledge, neither 
Greif nor MPC has received any written notice or assertion 
within the last three years from any governmental official in 
any jurisdiction to the effect that MPC is required to be 
qualified or authorized to do business in any such jurisdiction, 
in which MPC is not so qualified or has not obtained such 
authorization.  To the knowledge of Greif, neither Greif nor MPC 
is in default in the performance, observation or fulfillment of 
any provision of their respective certificate or articles of 
incorporation, bylaws or code of regulations, or other 
organizational documents.

	As used in this Article IV, "to the knowledge of Greif" or 
"to Greif's knowledge" shall mean to the actual knowledge of the 
executive officers of Greif.

	 	Capitalization and Security Holders.
 
 	Stock.  The authorized capital stock of MPC 
consists solely of 1,000 shares of stock, without par 
value, of which 400 are issued and outstanding.
 
  	Stock Ownership.    Greif owns beneficially and 
of record all of the issued and outstanding capital stock 
of MPC.  Greif owns beneficially and of record all of the 
Class B Shares.
 
 	Due Authorization and Issuance. Each outstanding 
share of capital stock of  MPC has been duly authorized and 
validly issued, is fully paid and non-assessable, and has 
not been issued in violation of any preemptive or similar 
rights.

 	No Other Commitment. Except as set forth on 
Schedule 4.2, there are no outstanding subscriptions, 
options, warrants, puts, calls, agreements, understandings, 
claims or other commitments or rights of any type relating 
to the issuance, sale or transfer by either Greif or MPC of 
any capital stock, other equity interests, or other 
securities of MPC, nor are there outstanding any securities 
which are convertible into or exchangeable for any shares 
of capital stock or other equity interests of MPC, and MPC 
has no obligation of any kind to issue any additional 
securities.

 	Compliance with Laws; No Liens. To the knowledge 
of Greif, the issuance and sale of all of the outstanding 
capital stock of MPC has been in full compliance with all 
applicable federal and state securities laws and other 
laws. Except as set forth on Schedule 4.2, the outstanding 
capital stock of MPC and the Class B Shares are free and 
clear of all liens, security interests, encumbrances, 
pledges, charges, claims, voting trusts and restrictions on 
transfer of any nature whatsoever, except restrictions on 
transfer imposed by or pursuant to federal and state 
securities laws.  Neither Greif nor MPC has agreed to 
register any securities of MPC under the Securities Act and 
the rules and regulations thereunder or under any state 
securities law.

	 	Subsidiaries.  MPC does not own subsidiary 
corporations or, directly or indirectly, any equity or other 
ownership interest in any other Entity.  Except for this 
Agreement, MPC is not subject to any obligation or requirement 
to provide funds to or make any investment (in the form of a 
loan, capital contribution or otherwise) in any Entity.

	 	Business of MPC. MPC is and has been engaged 
in the business of manufacturing and selling corrugated sheets 
to producers of corrugated boxes and operating sheet feeder 
plants in Mason and Grand Rapids, Michigan, and in Concord, 
North Carolina, and is engaged in no other business whatsoever 
except as may be incidental to the foregoing.

	 	Power and Authority; Capacity.  Greif has 
the requisite corporate power and authority to enter into this 
Agreement and to perform its obligations under this Agreement.  
This Agreement and the transactions contemplated by this 
Agreement have been duly and validly authorized by all necessary 
corporate action on the part of Greif.  This Agreement has been 
duly executed and delivered by Greif and, to Greif's knowledge, 
constitutes the legal, valid, and binding obligation of Greif 
enforceable against it in accordance with its terms.  No other 
action or proceeding by or in respect of Greif is or was 
necessary to authorize this Agreement or the consummation of the 
transactions contemplated by this Agreement.

	 	Consents and Approvals; No Conflict or 
Default.  Except for the consents described in Schedule 4.6, all 
of which shall be obtained prior to the Closing, neither the 
execution and delivery of this Agreement by Greif nor the 
consummation of the transactions contemplated by this Agreement 
(a) requires or will require any action, consent, or approval 
of, or review by, or registration with, any third party, court 
or governmental body or other agency, instrumentality or 
authority, (b) violates or will violate in any material respect 
any laws, statutes, orders, rules, and regulations applicable to 
MPC, (c) conflicts with or will result in the breach of the 
certificate or articles of incorporation, bylaws or code of 
regulations, or other organizational documents of  either Greif 
or MPC, (d) breaches or will result in the breach of any 
agreement or legal obligation to which either Greif or MPC is a 
party or by which such party or such party's assets are or may 
be bound or affected, or constitute a default (or an event 
which, with the giving of notice, the passage of time, or 
otherwise, would constitute a default) thereunder, or result in 
the creation or imposition of any lien, security interest, 
charge or encumbrance, or restriction of any nature whatsoever 
with respect to any assets of MPC.
 
	 	Financial Statements.  Greif has furnished 
to the Jollays the balance sheets for MPC as of October 31, 
1997, and October 31, 1996, and the related statements of 
income, shareholders' equity, and cash flows for each of the 
years in the two-year period ended October 31, 1997, all of 
which have been prepared by Greif (collectively, the "1997 MPC 
Financial Statements").  In addition, Greif has furnished to the 
Jollays the balance sheet for MPC as of June 30, 1998, and the 
related income statement for the eight-month period ended June 
30, 1998 (the "1998 MPC Financial Statements"). The 1997 MPC 
Financial Statements and the 1998 MPC Financial Statements are 
hereinafter collectively referred to as the "MPC Financial 
Statements."  The MPC Financial Statements are in accordance 
with the books and records of MPC, have been prepared in 
conformity with generally accepted accounting principles applied 
on a consistent basis, and fairly present the financial 
condition of MPC as of the dates stated and the results of 
operations of MPC for the periods then ended in accordance with 
such practices.

	 	Undisclosed Liabilities.  Except as set 
forth in Schedule 4.8, MPC has no any liability or obligation of 
any nature (whether liquidated, unliquidated, accrued, absolute, 
contingent or otherwise and whether due or to become due) 
except:

 	Those set forth in the MPC Financial Statements 
which have not been paid or discharged since the date 
thereof;

 	Those arising from and after the date of this 
Agreement under agreements or other commitments 
specifically identified in Schedule 4.8;

 	Current liabilities (determined in accordance 
with generally accepted accounting principles) incurred 
since June 30, 1998, in transactions in the ordinary course 
of business consistent with past practices which are 
properly reflected on MPC's books and records and are not 
inconsistent with the other representations and agreements 
of  Greif set forth in this Agreement; and

 	Those arising under and as a result of this 
Agreement.

	 	Absence of Certain Changes.  Except as set 
forth in Schedule 4.9, since the date of the Greif Valuation 
Information, MPC has conducted its business only in the ordinary 
course of business consistent with past practices and, to the 
knowledge of the Greif, there has not been:   any material 
adverse change to MPC;   any dividend or distribution to any 
shareholder of MPC, other than in amounts consistent with past 
practices as shown in prior financial statements;   any 
transaction entered into or carried out by MPC other than in the 
ordinary and usual course of its business;   any borrowing or 
guaranty, any loan or advance, or any agreement relating to the 
foregoing by MPC or any incurring by MPC of any other obligation 
or liability, except current liabilities incurred in the usual 
and ordinary course of business and consistent with past 
practices;   any change in MPC accounting principles or 
practices or its method of application of such principles or 
practices;   any mortgage, pledge, lien, security interest, 
hypothecation, charge or other encumbrance imposed or agreed to 
be imposed on or with respect to the property or assets of MPC; 
  any purchase of or any agreement to purchase assets (other 
than inventory purchased in the ordinary course of business 
consistent with past practices) for an amount in excess of 
$250,000 for any one purchase made by MPC or $1,000,000 for all 
such purchases made by MPC or any lease or any agreement to 
lease, as lessee, any capital assets with payments over the term 
thereof to be made by MPC exceeding an aggregate of $250,000; or 
any labor dispute or disturbance adversely affecting the 
business operations or condition (financial or otherwise) of 
MPC, including without limitation efforts to effect a union 
representation election, actual or threatened employee strike, 
work stoppage or slow down.


	 	Taxes.

 	Except as described on Schedule 4.10, to Greif's 
knowledge, MPC has duly, properly, and timely filed all 
federal, state, local and foreign tax returns and tax 
reports required to be filed by it, all such returns and 
reports are true, correct and complete, none of such 
returns and reports has been amended, and any and all 
taxes, assessments, fees and other governmental charges due 
from MPC, including without limitation those arising under 
such returns and reports, have been fully paid or are fully 
accrued as liabilities in the MPC Financial Statements and 
will be timely paid.  To Greif's knowledge, no claim has 
been made by authorities in any jurisdiction where MPC did 
not file tax returns that it is or may be subject to 
taxation or to reporting therein.

 	MPC has delivered to the Jollays copies of all 
federal, state, local, and foreign income tax returns filed 
for taxable periods ended on or after December  31, 1993.  
Schedule 4.10 sets forth the dates and results of any and 
all audits conducted by taxing authorities against MPC 
within the last five years or otherwise with respect to any 
tax year for which assessment is not barred by any 
applicable statute of limitations.  No waivers of any 
applicable statute of limitations for the filing of any tax 
returns or payment of any taxes or assessments of any 
deficient or unpaid taxes are outstanding.  Except as set 
forth in Schedule 4.10, all deficiencies resulting from any 
audits have been paid or settled.  There are no pending or, 
to the best of Greif's knowledge, threatened federal, 
state, local or foreign tax audits or assessments affecting 
MPC, and there is no agreement with any federal, state, 
local or foreign taxing authority that may affect the 
subsequent tax liabilities of MPC.

 	Except as described on Schedule 4.10, to Greif's 
knowledge, MPC is not, on the date of this Agreement, and 
MPC will not be as of the Closing, liable for taxes, 
assessments, fees or governmental charges for which it has 
not made adequate provision, including setting aside a 
sufficient reserve to cover that potential liability in 
full in the MPC Financial Statements.

 	Except for the obligation to withhold income 
taxes from salaries and wages, there exists no tax-sharing 
agreement or arrangement pursuant to which MPC is obligated 
to pay the tax liability of Greif or any other Person, or 
to indemnify any other Person with respect to any tax.

 	Schedule 4.10 includes a list of all states, 
territories and jurisdictions to which any tax is properly 
payable by MPC or, to Greif's knowledge, in which a tax 
report must be filed.

	 	Compliance with Law.  To the knowledge of 
Greif, MPC has complied and is in compliance in all material 
respects with all laws, statutes, orders, rules, and regulations 
applicable to MPC and all judgments, decisions and orders 
entered by any federal, state, local or foreign court or 
governmental authority or agency relating to MPC or its business 
or properties, as well as all licenses, permits, and similar 
approvals which are material to MPC to carry on its business as 
presently conducted.  Greif has caused MPC to deliver to the 
Jollays copies of all licenses, permits, and similar approvals 
which are material to MPC to carry on its business as presently 
conducted, each of which currently is valid and in full force 
and effect.

	 	Proprietary Rights.  Greif has caused MPC to 
deliver to the Jollays copies of all patents, trademarks, trade 
names, service marks, and other similar proprietary property 
rights which are material to MPC to carry on its business as 
presently conducted, each of which is owned by MPC.  To the 
knowledge of Greif, no business of MPC has been or is now being 
conducted in contravention or infringement of any proprietary 
right of any third party.
 
	 	Reserved. 

	 	Insurance.  To the knowledge of Greif, MPC 
has been and is insured with respect to its property and the 
conduct of its business in such amounts and against such risks 
as are adequate to protect the properties and businesses of MPC 
in accordance with normal industry practice, and to the 
knowledge of Greif all such policies are currently in full force 
and effect and no notice of cancellation or termination has been 
received by MPC with respect to any such policy.
 
	 	Reserved. 

	 	Title to Properties.  Except as set forth in 
Schedule 4.16, to Greif's knowledge, MPC has good, valid and 
marketable title to all of its assets (except for those assets 
which are held pursuant to valid leases) of every kind, nature 
and description, tangible or intangible, wherever located, which 
constitute all of the property now used in and necessary for the 
conduct of its business as presently conducted (including 
without limitation all assets shown or reflected on the MPC 
Financial Statements). To the knowledge of Greif, the UCC-11 
lien searches and the real estate title lien searches provided 
to Greif by Critchfield, Critchfield & Johnston, Ltd. set forth 
all mortgages, pledges, liens, security interests, and 
encumbrances relating to the assets of MPC.  Such real estate 
title lien searches reference all real property owned by MPC.  
Except as set forth in Schedule 4.16, MPC does not lease any 
real property as a lessee.

	 	Brokers, Finders.  The transactions 
contemplated by this Agreement were not submitted to by any 
broker or other Person entitled to a commission, finder's fee or 
like payment thereon, and were not, with the consent of Greif, 
submitted to the Jollays by any broker or other Person, and none 
of the actions of Greif has given rise to any claim by any 
Person for a commission, finder's fee or like payment against 
any of the Parties.

	 	Legal Proceedings and Claims. Except as 
listed and described in Schedule 4.18, there are no (and over 
the last five years there have been no) claims, proceedings, 
suits or investigations pending or, to the knowledge of Greif,, 
threatened against or relating to MPC or any of the employees of 
MPC (but only in their capacity as employees of MPC and not 
personally) or, to the knowledge of Greif without independent 
investigation, independent contractors of MPC in connection with 
the business or affairs of MPC, by or before any federal, state, 
local or foreign court or governmental body, agency, or 
authority.  There are no such claims, proceedings, suits or 
investigations pending or, to the knowledge of Greif, threatened 
for the purpose of enjoining or preventing the consummation of 
any transaction contemplated by this Agreement or otherwise 
challenging the validity or propriety of the transactions 
contemplated by this Agreement.  Except as disclosed in Schedule 
4.18, to the knowledge of Greif, MPC is not subject to any 
judgment, order or decree, or any governmental restriction 
applicable to it, which has a reasonable probability of causing 
a material adverse change, or which may materially adversely 
affect the ability of MPC to acquire any property or conduct 
business as it is currently being conducted.  Except as listed 
and described in Schedule 4.18 and to the knowledge of Greif, 
there are no facts, circumstances, or occurrences which may give 
rise to any claims, proceedings, or suits against MPC or any of 
the employees of MPC (but only in their capacity as employees of 
MPC and not personally) or, to the knowledge of Greif without 
independent investigation, independent contractors of MPC which 
could cause a material adverse change to MPC or to the business 
or assets of MPC.
 
	 	ERISA.

 	Schedule 4.19 identifies each "employee benefit 
plan," as defined in Section 3(3) of ERISA which (i) is 
subject to any provision of ERISA and (ii) is or was at any 
time during the last five years maintained, administered or 
contributed to by MPC or any of its ERISA Affiliates and 
covers any employee or former employee of MPC or any of its 
ERISA Affiliates or under which MPC or any of its ERISA 
Affiliates has any liability.  Copies of such plans (and, 
if applicable, related trust agreements) and all amendments 
thereto and written interpretations thereof have been 
furnished to the Jollays together with the three most 
recent annual reports (Form 5500) prepared in connection 
with any such plan.  Such plans are referred to 
collectively herein as the "MPC Employee Plans."  The only 
MPC Employee Plans which individually or collectively would 
constitute an "employee pension benefit plan" as defined in 
Section 3(2) of ERISA (the "MPC Pension Plans") are 
identified  on Schedule 4.19.

 	Except as set forth in Schedule 4.19, no MPC 
Employee Plan constitutes a "multiemployer plan," as 
defined in Section 3(37) of ERISA, or a "defined benefit 
plan," as defined in Section 3(35) and subject to Title IV 
of ERISA, and no MPC Employee Plan is maintained in 
connection with any trust described in Section 501(c)(9) of 
the Code.  No "accumulated funding deficiency," as defined 
in Section 412 of the Code, has been incurred with respect 
to any MPC Pension Plan, whether or not waived.  Full 
payment has been made of all amounts which MPC or any of 
its ERISA Affiliates is required to have paid as 
contributions to or benefits under any MPC Employee Plan as 
of the end of the most recent plan year thereof and there 
are no unfunded obligations under any MPC Employee Plan 
that have not been disclosed to the Jollays in writing.  
Neither MPC nor Greif knows of any "reportable event," 
within the meaning of Section 4043 of ERISA, and no event 
described in Section 4041, 4042, 4062 or 4063 of ERISA has 
occurred in connection with any MPC Employee Plan.  No 
condition exists and no event has occurred that could 
constitute grounds for termination of any MPC Retirement 
Plan, and neither MPC nor any of its ERISA Affiliates has 
incurred any material liability under Title IV of ERISA 
arising in connection with the termination of, or complete 
or partial withdrawal from, any plan covered or previously 
covered by Title IV of ERISA.  Nothing done or omitted to 
be done and no transaction or holding of any asset under or 
in connection with any MPC Employee Plan has or will make 
either MPC or Greif subject to any liability under Title I 
of ERISA or liable for any tax pursuant to Section 4975 of 
the Code.  There is no pending or, to the best of Greif's 
knowledge, threatened litigation, arbitration, disputed 
claim, adjudication, audit, examination or other proceeding 
with respect to any MPC Employee Plan or any fiduciary or 
administrator thereof in their capacities as such.  

 	Each MPC Employee Plan which is intended to be 
qualified under Section 401(a) of the Code is so qualified 
and has been so qualified during the period from its 
adoption to date, and each trust forming a part thereof is 
exempt from tax pursuant to Section 501(a) of the Code. 
Greif has furnished to the Jollays copies of the most 
recent Internal Revenue Service determination letters with 
respect to each such MPC Employee Plan.  Each MPC Employee 
Plan has been maintained, from the time of such Plan's 
inception up to and including the performance of any or all 
transactions contemplated in this Agreement, in material 
compliance with its terms and the requirements and 
fiduciary standards prescribed by any and all statutes, 
orders, rules and regulations, including but not limited to 
ERISA and the Code, which are applicable to such MPC 
Employee Plan.
  
 	To Greif's knowledge, there is no contract, 
agreement, plan or arrangement covering any employee or 
former employee, Greif or former shareholder of MPC or any 
of its ERISA Affiliates that, individually or collectively, 
could give rise to the payment of any amount that would not 
be deductible pursuant to the terms of the Code.  

 	Schedule 4.19 identifies each employment, 
severance or other similar contract, arrangement or policy 
and each plan or arrangement (written or oral) providing 
for insurance coverage (including any self-insured 
arrangements), workers' compensation, disability benefits, 
supplemental unemployment benefits, vacation benefits, 
retirement benefits or for deferred compensation, profit-
sharing, bonuses, stock options, stock appreciation or 
other forms of incentive compensation or post-retirement 
insurance, compensation or benefits which (i) is not a MPC 
Employee Plan, (ii) is entered into, maintained or 
contributed to, as the case may be, by MPC or any of its 
ERISA Affiliates, and (iii) covers any employee or former 
employee, Greif or former shareholder of MPC or any of its 
ERISA Affiliates.  Such contracts, plans and arrangements 
as are described above, copies or descriptions of all of 
which have been furnished previously to the Jollays, are 
referred to collectively herein as the "MPC Benefit 
Arrangements." To Greif's knowledge, each MPC Benefit 
Arrangement has been maintained in substantial compliance 
with its terms and with requirements prescribed by any and 
all statutes, orders, rules and regulations that are 
applicable to such MPC Benefit Arrangement.

 	Except as set forth in Schedule 4.19, there is no 
liability in respect of post-retirement health and medical 
benefits for retired employees of MPC or any of its ERISA 
Affiliates, determined using assumptions that are 
reasonable in the aggregate, over the fair market value of 
any fund, reserve or other assets segregated for the 
purpose of satisfying such liability (including for such 
purposes any fund established pursuant to Section 401(h) of 
the Code).  Except as provided otherwise below, to the 
knowledge of Greif MPC has reserved its right to amend or 
terminate any MPC Employee Plan or MPC Benefit Arrangement 
providing health or medical benefits in respect of any 
active employee of MPC, respectively, under the terms of 
any such plan and descriptions thereof given to employees.  
With respect to any of the MPC Employee Plans which are 
"group health plans" under Section 4980B of the Code and 
Section 607(1) of ERISA, to the knowledge of Greif, there 
has been timely compliance in all material respects with 
all requirements imposed thereunder so that MPC and its 
ERISA Affiliates have no (and will not incur any) loss, 
assessment, tax penalty, or other sanction with respect to 
any such plan.

 	Except as set forth in Schedule 4.19, to Greif's 
knowledge there has been no amendment to, written 
interpretation or announcement (whether or not written) by 
MPC or any of its ERISA Affiliates relating to, or change 
in employee participation or coverage under, any MPC 
Employee Plan or MPC Benefit Arrangement which would 
increase the expense of maintaining such MPC Employee Plan 
or MPC Benefit Arrangement above the level of the expense 
incurred in respect thereof for the plan year ended 
immediately prior to the Closing.
  
 	Except as set forth in Schedule 4.19, MPC is not 
a party or subject to any union contract or any employment 
contract or arrangement providing for annual future 
compensation to any employee or independent contractor of 
MPC.

 	To Greif's knowledge, the execution and 
consummation of the transactions contemplated by this 
Agreement will not constitute a triggering event under any 
MPC Employee Plan, whether or not legally enforceable, 
which (either alone or upon the occurrence of any 
additional or subsequent event) will or may result in any 
payment of severance pay or otherwise, or acceleration, 
increase in vesting, or increase in benefits to any current 
or former participant, employee or director of MPC that has 
not been specifically disclosed on Schedule 4.19 or which 
is not material to the financial condition or business of 
MPC.

 	Any reference to ERISA or the Code or any section 
thereof in this Section 4.19 shall be construed to include 
all amendments thereto and applicable regulations and 
administrative rulings issued thereunder.

	 	Contracts.  Greif has caused MPC to make 
available to the Jollays copies of all contracts, agreements, 
leases, commitments, or other legal obligations which are 
material to the condition, operations, assets, or business of 
MPC, each of which is valid and binding on MPC and none of which 
have been modified, changed, or amended in any respect.  To the 
knowledge of Greif, MPC is not in violation of or in default in 
respect of, nor has there occurred an event or condition which, 
with the passage of time or giving of notice (or both), would 
constitute a default of, any contract, agreement, lease, 
commitment, or other legal obligation which is material to the 
condition, operations, assets, or business of MPC.

	 	MPC Receivables  To Greif's knowledge, all 
notes, accounts, and other miscellaneous receivables of MPC are 
reflected properly in its books and records, are valid 
receivables subject to no setoffs or counterclaims, and are 
collectible (subject only to the reserve for bad debts for 
accounts receivable set forth in the MPC Financial Statements as 
adjusted for the passage of time through the Closing in 
accordance with the past custom and practices of MPC).

Schedule 4.21 includes a list of all amounts payable to MPC 
by any Affiliate of MPC (the "MPC Related Party Receivables") 
and all amounts payable by MPC to any Affiliate of MPC (the "MPC 
Related Party Payables") as of June 30, 1998, specifying the 
payor, payee, and amount of each MPC Related Party Receivable 
and MPC Related Party Payable.

	 	Reserved. 

	 	Books of Account; Records. To Greif's 
knowledge, MPC's general ledgers, corporate record book and 
other records relating to the material assets, contracts and 
outstanding legal obligations of MPC are, in all material 
respects, complete and correct, and have been maintained in 
accordance with good business practices, and the matters 
contained therein are appropriate and accurately reflected in 
the MPC Financial Statements.

	 	Reserved. 

	 	Reserved. 

	 	Reserved. 

	 	Reserved. 

	 	Investment Intent.  Greif:  (a) is an 
"accredited investor," as that term is defined in Regulation D 
promulgated under the Securities Act; (b) by reason of the 
business and financial experience of its representatives, has 
such knowledge, sophistication, and experience in business and 
financial matters so as to be able to evaluate the merits and 
risks of its investment in the CorrChoice Shares to be issued to 
it; (c) to its satisfaction, has been provided the opportunity 
to ask questions, receive answers, and obtain information from 
the Jollays concerning RDJ Holdings, OPC, and the OPC 
Subsidiaries and their respective businesses, has had all such 
questions answered, and has been supplied all additional 
information deemed necessary by it to verify the accuracy of all 
information provided; (d) is acquiring the CorrChoice Shares to 
be issued to it for its own account for investment purposes only 
and without any view towards resale or other distribution; (e) 
except for the representations of the Jollays and Mr. McLaughlin 
set forth in Articles III and V of this Agreement, no 
representations have been made to it by or on behalf of the 
Jollays, RDJ Holdings, OPC, or the OPC Subsidiaries in 
connection with the transactions contemplated by this Agreement; 
(f) has determined, through its representatives, that it can 
bear the economic risks of its investment in the CorrChoice 
Shares to be issued to it for an indefinite period of time; (g) 
understands that the issuance of the CorrChoice Shares as a 
result of this Agreement is intended to be exempt from 
registration under the Securities Act and applicable state law 
and that the CorrChoice Shares are not and will not be 
registered under the Securities Act or any state securities 
laws, and that there will be no public market for the CorrChoice 
Shares; (h) agrees that any certificates evidencing the 
CorrChoice Shares shall contain a legend to the effect that such 
shares have not been registered under the Securities Act or any 
state securities laws and may not be sold without registration 
as required by the Securities Act and applicable state 
securities laws or exemptions therefrom, and in the case of such 
an exemption, requiring delivery to CorrChoice of a legal 
opinion of or satisfactory to CorrChoice's legal counsel that 
such exemption is applicable; (i) agrees that CorrChoice can 
issue stop transfer instructions to its transfer agent 
prohibiting transfer of the CorrChoice Shares to be issued to it 
except in compliance with the provisions of the Securities Act, 
applicable state securities laws, this Agreement, and the 
Greif/Jollays Buy-Sell Agreement; and (j) understands that the 
CorrChoice Shares to be issued to it will be subject to 
additional transfer, voting, and other restrictions pursuant to 
the Greif/Jollay Buy-Sell Agreement and the Shareholders Voting 
Agreement.

	 	Complete Disclosure. 

 	The Greif Valuation Information, to its 
knowledge, did not and does not contain any untrue 
statement of a material fact and did not and does not omit 
a material fact.

 	To Greif's knowledge, no representation by Greif 
in this Agreement or the Greif Schedules contains or will 
contain as of the Closing any untrue statement of a 
material fact or omits or will omit as of the Closing a 
material fact. To the knowledge of Greif, it has made full 
disclosure to the Jollays of all material facts relating to 
MPC necessary to make the Valuation.
 
   Representations of Mr. McLaughlin

Mr. McLaughlin hereby represents to each of the Jollays and 
Greif as follows:

	 	Stock Ownership; No Liens.  Mr. McLaughlin 
owns beneficially and of record all of the McLaughlin CCI 
Shares. Except as set forth in Schedule 5.1, the McLaughlin CCI 
Shares are free and clear of all liens, security interests, 
encumbrances, pledges, charges, claims, voting trusts and 
restrictions on transfer of any nature whatsoever, except 
restrictions on transfer imposed by or pursuant to federal and 
state securities laws.

	 	Power and Authority; Capacity.  Mr. 
McLaughlin has full legal capacity, power, and authority to 
enter into this Agreement and perform his obligations under this 
Agreement.  This Agreement has been duly executed and delivered 
by Mr. McLaughlin and constitutes the legal, valid and binding 
obligation of him enforceable against him in accordance with its 
terms.  No other action or proceeding by or in respect of Mr. 
McLaughlin is or was necessary to authorize this Agreement or 
the consummation of the transactions contemplated by this 
Agreement.

	 	Consents and Approvals; No Conflict or 
Default.  To the knowledge of Mr. McLaughlin, except for the 
consents described in Schedule 5.3, all of which shall be 
obtained prior to the Closing, neither the execution and 
delivery of this Agreement by Mr. McLaughlin nor the 
consummation of the transactions contemplated by this Agreement 
(a) requires or will require any action, consent, or approval 
of, or review by, or registration with, any third party, court 
or governmental body or other agency, instrumentality or 
authority, (b) violates or will violate in any material respect 
any laws, statutes, orders, rules, and regulations applicable to 
Mr. McLaughlin, or (c) breaches or will result in the breach of 
any agreement or legal obligation to which Mr. McLaughlin is a 
party or by which Mr. McLaughlin or his assets are or may be 
bound or affected, or constitute a default (or an event which, 
with the giving of notice, the passage of time, or otherwise, 
would constitute a default) thereunder.
 
	 	Reserved.  

	 	Brokers, Finders.  None of the actions of 
Mr. McLaughlin has given rise to any claim by any Person for a 
commission, finder's fee or like payment against any of the 
Parties.
	
 	Legal Proceedings and Claims.  There are no 
claims, proceedings, suits or investigations pending or, to Mr. 
McLaughlin's knowledge, threatened for the purpose of enjoining 
or preventing the consummation of any transaction contemplated 
by this Agreement or otherwise challenging the validity or 
propriety of the transactions contemplated by this Agreement.

	 	Reserved. 

	 	CCI Matters.  Based upon Mr. McLaughlin's 
review of the representations of the Jollays set forth in 
Article III relating or pertaining to the OPC Subsidiaries, to 
Mr. McLaughlin's knowledge, such representations are true, 
complete, and correct with respect to CCI as an OPC Subsidiary.

	 	Investment Intent.  Mr. McLaughlin:  (a) is 
an "accredited investor," as that term is defined in 
Regulation D promulgated under the Securities Act; (b) by reason 
of his business and financial experience, has such knowledge, 
sophistication, and experience in business and financial matters 
so as to be able to evaluate the merits and risks of his 
investment in the CorrChoice Shares to be issued to him; (c) to 
his satisfaction, has been provided the opportunity to ask 
questions, receive answers, and obtain information from the 
Jollays and Greif concerning RDJ Holdings, OPC, the OPC 
Subsidiaries, MPC and their respective businesses, has had all 
such questions answered, and has been supplied all additional 
information deemed necessary by him to verify the accuracy of 
all information provided; (d) is acquiring the CorrChoice Shares 
to be issued to him for his own account for investment purposes 
only and without any view towards resale or other distribution; 
(e) except for the representations of the Jollays and Greif set 
forth in Articles III and IV of this Agreement, no 
representations have been made to him by or on behalf of the 
Jollays, RDJ Holdings, OPC, the OPC Subsidiaries, Greif or MPC 
in connection with the transactions contemplated by this 
Agreement; (f) has determined that he can bear the economic 
risks of his investment in the CorrChoice Shares to be issued to 
him for an indefinite period of time; (g) understands that the 
issuance of the CorrChoice Shares as a result of this Agreement 
is intended to be exempt from registration under the Securities 
Act and applicable state law and that the CorrChoice Shares are 
not and will not be registered under the Securities Act or any 
state securities laws, and that there will be no public market 
for the CorrChoice Shares; (h) agrees that any certificates 
evidencing the CorrChoice Shares shall contain a legend to the 
effect that such shares have not been registered under the 
Securities Act or any state securities laws and may not be sold 
without registration as required by the Securities Act and 
applicable state securities laws or exemptions therefrom, and in 
the case of such an exemption, requiring delivery to CorrChoice 
of a legal opinion of or satisfactory to CorrChoice's legal 
counsel that such exemption is applicable; (i) agrees that 
CorrChoice can issue stop transfer instructions to its transfer 
agent prohibiting transfer of the CorrChoice Shares to be issued 
to him except in compliance with the provisions of the 
Securities Act, applicable state securities laws, this 
Agreement, and the Greif/McLaughlin Buy-Sell Agreement; and (j) 
understands that the CorrChoice Shares to be issued to him will 
be subject to additional transfer, voting, and other 
restrictions pursuant to the Greif/McLaughlin Buy-Sell Agreement 
and the Shareholders Voting Agreement.

	 	Complete Disclosure. 

 	The Valuation Information supplied by Mr. 
McLaughlin, to his knowledge, did not and does not contain 
any untrue statement of a material fact and did not and 
does not omit a material fact.

 	To his knowledge, no representation by Mr. 
McLaughlin in this Agreement or with respect to information 
contained in the Schedules contains or will contain, as of 
the Closing, any untrue statement of a material fact or 
omits or will omit, as of the Closing, a material fact.  To 
the knowledge of Mr. McLaughlin, he has made full 
disclosure to Greif of all material facts relating to CCI 
necessary to make the Valuation.

   Reserved

   Closing

	 	The Closing.  The closing of the 
transactions contemplated by this Agreement (the "Closing") 
shall take place immediately after the execution of this 
Agreement at the offices of Baker & Hostetler LLP in Columbus, 
Ohio, or on such other date or at such other place as the 
Parties may agree.  The date of the Closing is sometimes 
referred to in this Agreement as the "Closing Date."

	 	Deliveries of Greif at Closing.  At the 
Closing, Greif shall deliver, or cause to be delivered, to the 
other Parties, as appropriate, the following:

 	Stock Certificates for MPC Stock and Class B 
Shares.  Stock certificates evidencing the MPC Stock and 
Class B Shares, in each case duly endorsed for transfer to 
Company.

 	Company Formation Documents.  Executed 
counterparts of the following documents:  (i) written 
actions by shareholders to (A) adopt a Code of Regulations 
for the Company (in form and content reasonably 
satisfactory to Greif), (B) elect Michael J. Gasser, 
Charles R. Chandler, Michael H. Dempsey, the Jollays, and 
Mr. McLaughlin as the initial board of directors of the 
Company, and (C) ratify all actions taken by the any Person 
on behalf of the Company in connection with the execution 
and delivery of this Agreement and the consummation of the 
transactions contemplated by this Agreement; (ii) written 
actions by directors (executed by Messrs. Gasser, Chandler, 
and Dempsey) to (A) adopt resolutions related to the 
organization of the Company, (B) elect Geoffrey A. Jollay 
as chairman and chief executive officer of the Company and 
R. Dean Jollay, Jr. as vice chairman and chief financial 
officer of the Company, and (C) ratify all actions taken by 
any Person on behalf of the Company in connection with the 
execution and delivery of this Agreement and the 
consummation of the transactions contemplated by this 
Agreement.

 	Shareholders Voting Agreement.  Executed 
counterparts of the Shareholders Voting Agreement in the 
form attached to this Agreement as Exhibit A (the 
"Shareholders Voting Agreement").

 	Greif/Jollays Buy-Sell Agreement.  Executed 
counterparts of the Greif/Jollays Buy-Sell Agreement in the 
form attached to this Agreement as Exhibit B (the 
"Greif/Jollays Buy-Sell Agreement").

 	Greif/McLaughlin Buy-Sell Agreement.  Executed 
counterparts of the Greif/McLaughlin Buy-Sell Agreement in 
the form attached to this Agreement as Exhibit C (the 
"Greif/McLaughlin Buy-Sell Agreement")

 	Certified Resolutions.  Certified copies of 
resolutions adopted by the board of directors of Greif 
authorizing the execution and delivery of this Agreement 
and the consummation of the transactions contemplated by 
this Agreement.

 	Reserved.

 	Opinion of Counsel .  A legal opinion from the 
law firm of Baker & Hostetler LLP, counsel to Greif and 
MPC, in substantially the form attached to this Agreement 
as Exhibit H.

	 	Deliveries of the Jollays at Closing.  At 
the Closing, the Jollays shall deliver, or cause to be 
delivered, to the other Parties, as appropriate, the following:

 	Stock Certificates for RDJ Stock.  Stock 
certificates evidencing all of the RDJ Stock duly endorsed 
for transfer to the Company.

 	Company Formation Documents.  Executed 
counterparts of the following documents:  (i) written 
actions by shareholders to (A) adopt a Code of Regulations 
for the Company (in form and content reasonably 
satisfactory to the Jollays), (B) elect Michael J. Gasser, 
Charles R. Chandler, Michael H. Dempsey, the Jollays, and 
Mr. McLaughlin as the initial board of directors of the 
Company, and (C) ratify all actions taken by the any Person 
on behalf of the Company in connection with the execution 
and delivery of this Agreement and the consummation of the 
transactions contemplated by this Agreement; (ii) written 
actions by directors to (A) adopt resolutions related to 
the organization of the Company, (B) elect Geoffrey A. 
Jollay as chairman and chief executive officer of the 
Company and R. Dean Jollay, Jr. as vice chairman and chief 
financial officer of the Company, and (C) ratify all 
actions taken by any Person on behalf of the Company in 
connection with the execution and delivery of this 
Agreement and the consummation of the transactions 
contemplated by this Agreement.

 	Employment Agreements.  Executed counterparts of 
the Geoffrey Jollay Employment Agreement in the form 
attached to this Agreement as Exhibit D (the "Geoffrey 
Jollay Employment Agreement") and the Dean Jollay 
Employment Agreement in the form attached to this Agreement 
as Exhibit E (the "Dean Jollay Employment Agreement").

 	Shareholders Voting Agreement.  Executed 
counterparts of the Shareholders Voting Agreement.

 	Greif/Jollays Buy-Sell Agreement.  Executed 
counterparts of the Greif/Jollays Buy-Sell Agreement.

 	OPC Stock Transfer Restrictions.  Executed waiver 
of the restrictions on the transfer of Class B Shares 
contained in Article VII, Section 2 of the OPC Code of 
Regulations.

 	CCI Buy-Sell Agreement.  Executed agreement 
terminating the Buy-Sell Agreement between OPC and Mr. 
McLaughlin pertaining to the CCI Shares.

 	RDJ Holdings Buy-Sell Agreement.   Executed 
agreement terminating the Buy-Sell Agreement between R. 
Dean Jollay, Jr. and Geoffrey A. Jollay pertaining to the 
RDJ Holdings Shares.

 	Opinion of Counsel .  A legal opinion from the 
law firm of Critchfield, Critchfield & Johnston, Ltd., 
counsel to the Jollays, RDJ Holdings, and OPC, in 
substantially the form attached to this Agreement as 
Exhibit G.

	 	Deliveries of Mr. McLaughlin at Closing.  At 
the Closing, Mr. McLaughlin shall deliver, or cause to be 
delivered, to the other Parties, as appropriate, the following:

 	Stock Certificates for McLaughlin CCI Stock.  
Stock certificates evidencing the McLaughlin CCI Shares and 
Mr. McLaughlin's 2,000 CCI Preferred Shares, in each case 
duly endorsed for transfer to the Company.

 	Company Formation Documents.  Executed 
counterparts of the following documents:  (i) written 
actions by shareholders to (A) adopt a Code of Regulations 
for the Company (in form and content reasonably satisfactory 
to Mr. McLaughlin), (B) elect Michael J. Gasser, Charles R. 
Chandler, Michael H. Dempsey, the Jollays, and Mr. 
McLaughlin as the initial board of directors of the Company, 
and (C) ratify all actions taken by the any Person on behalf 
of the Company in connection with the execution and delivery 
of this Agreement and the consummation of the transactions 
contemplated by this Agreement; (ii) written actions by 
directors to (A) adopt resolutions related to the 
organization of the Company, (B) elect Geoffrey A. Jollay as 
chairman and chief executive officer of the Company and R. 
Dean Jollay, Jr. as vice chairman and chief financial 
officer of the Company, and (C) ratify all actions taken by 
any Person on behalf of the Company in connection with the 
execution and delivery of this Agreement and the 
consummation of the transactions contemplated by this 
Agreement.

 	Shareholders Voting Agreement.  Executed 
counterparts of the Shareholders Voting Agreement.

 	Greif/McLaughlin Buy-Sell Agreement.  Executed 
counterparts of the Greif/McLaughlin Buy-Sell Agreement.

 	CCI Buy-Sell Agreement. Executed agreement 
terminating the Buy-Sell Agreement between OPC and Mr. 
McLaughlin pertaining to the CCI Shares.

 	Employment Agreement.  Executed counterpart of 
the John J. McLaughlin Employment Agreement in the form 
attached to this Agreement as Exhibit L (the "John J. 
McLaughlin Employment Agreement").

	 	Deliveries of the Company at Closing.  At 
the Closing, the Company shall deliver, or cause to be 
delivered, to the other Parties, as appropriate, the following:

 	Stock Certificates for CorrChoice Shares.  Stock 
certificates representing CorrChoice Shares, executed by 
the appropriate officers of the Company, in the following 
denominations and in the following names:  (i) a stock 
certificate for 6,324 CorrChoice Shares issued in the name 
of Greif; (ii) a stock certificate for 1,733 CorrChoice 
Shares issued in the name of Geoffrey A. Jollay; (iii) a 
stock certificate for 1,733 CorrChoice Shares issued in the 
name of R. Dean Jollay, Jr.; and (iv) a stock certificate 
for 210 CorrChoice Shares issued in the name of Mr. 
McLaughlin.

 	Employment Agreements.  Executed counterparts of 
the Geoffrey Jollay Employment Agreement, the Dean Jollay 
Employment Agreement, and the John J. McLaughlin Employment 
Agreement.


   Covenants of the Parties

	 	Mutual Covenants.

 	Payment of Dividends.  On and after the Closing, 
each Shareholder shall take such action (either 
individually or as a shareholder, director, or officer of 
the Company) as may be necessary or appropriate to cause 
the Company to retain cash and make dividend distributions 
in accordance with the CorrChoice Cash Retention and 
Dividend Distribution Formula attached to this Agreement as 
Exhibit F.

 	Prohibition on Operation of Sheet and Box Plants.  
On and after the Closing, no Shareholder shall take any 
action (either individually or as a shareholder, director, 
or officer of the Company) to cause the Company to acquire, 
construct, or operate any sheet plants or box plants (as 
such terms are used in the corrugated paper manufacturing 
industry) in the United States or anywhere outside the 
United States, and, if necessary, each Shareholder shall 
take such reasonable action as may be necessary or 
appropriate to prevent the Company from acquiring, 
constructing, or operating any sheet plants or box plants 
in the United States or anywhere outside the United States.

 	Purchase of Paper Tonnage from Greif.  The 
Shareholders acknowledge and agree that the Company shall 
control its own supply of paper and that efforts will be 
made to continue or combine contracts or trades for paper 
currently in place at each of the Sheet Feeder Facilities 
with adherence to historical focus on quality, commitment, 
and competitive prices.  Notwithstanding the foregoing, on 
and after the Closing, each Shareholder shall take such 
action (either individually or as a shareholder, director, 
or officer of the Company) as may be necessary or 
appropriate to cause the Company to (i) purchase from 
Greif, on an annual basis, paper tonnage at least equal to 
the tonnage the Sheet Feeder Facilities purchased from 
Greif during the 12-month period ended June 30, 1998, (ii) 
give Greif the first opportunity to sell more paper to the 
Company, and (iii) give Greif the last look at selling such 
additional paper to the Company at competitive market 
prices.

 	Location of the Company's Headquarters.  On and 
after the Closing, each Shareholder shall take such action 
(either individually or as a shareholder, director, or 
officer of the Company) as may be necessary or appropriate 
to cause the Company's headquarters to be located in 
Massillon, Ohio.  Any subsequent relocation of such 
headquarters shall require the approval of a majority of 
the Company's directors and shall be carried out in a way 
that shall minimize overhead.

	 	Confidentiality of Company Information.  On and 
after the Closing, to the extent permitted by law, each 
Shareholder shall take such action (either individually or 
as a shareholder, director, or officer of the Company) as 
may be necessary or appropriate to maintain the 
confidentiality of information pertaining to the Company.  
To the extent permitted by law, matters pertaining to the 
Company will not be disclosed in Greif's annual reports, 
proxy statements, or other publicly available documents.

	  	Covenants of Greif.

 	Prohibition on Sheet Feeder Operations.  On and 
after the Closing, Greif shall not take any action to 
acquire, construct, or operate any sheet feeder plants (as 
such term is used in the corrugated paper manufacturing 
industry) or sell corrugated sheets to non-Affiliates in 
the United States or anywhere outside the United States.  
Notwithstanding the foregoing, Greif may proceed on its own 
behalf with any sheet feeder plant project outside the 
United States if, after having been presented with the 
opportunity to undertake such project, the Company declines 
to undertake such project.

 	Consultation Regarding Acquisition/Construction 
of Sheet and Box Plants.  On and after the Closing, Greif 
shall cause its management to consult with the Company's 
management before Greif acquires or constructs new sheet 
plants or box plants (as such terms are used in the 
corrugated paper manufacturing industry), so as to maximize 
the synergies between the Company and Greif.  
Notwithstanding the foregoing, Greif, in its sole 
discretion, may acquire or construct new sheet plants or 
box plants after such consultation with the Company's 
management.

 	Purchase of Sheet Tonnage from the Company.  On 
and after the Closing, Greif shall (i) purchase from the 
Company, on an annual basis, sheet tonnage at least equal 
to the tonnage Greif's sheet plants and box plants 
purchased from OPC and MPC and the OPC Subsidiaries during 
the 12-month period ended June 30, 1998, (ii) encourage its 
sheet plants and box plants to purchase from the Company 
additional sheets at competitive market prices whenever 
possible, and (iii) give the Company the last look at 
selling outside sheets to such plants.

 	Consideration of Jollay Representative for Board 
Vacancies.  On and after the Closing, in the event a seat 
on the board of directors of Greif becomes vacant, which 
vacancy Greif intends to fill, Greif shall give due 
consideration to recommending the appointment of a 
representative of the Jollays to fill such vacancy.

 	Eaton Rapids, Michigan Facility.  In connection 
with MPC's transfer of certain property related to its 
Eaton Rapids, Michigan facility, all as further described 
on Schedule 4.9, Greif acknowledges that it shall be 
responsible for all costs related to the underground 
storage tank system at such facility described on Schedule 
4.18, including all remedial costs.

	 	Covenants of the Jollays.

 	Termination of Sheet Feeder Plant Construction.  
As soon as practicable following the Closing, the Jollays 
shall take such action as may be necessary or appropriate 
to cause the termination of construction of the new sheet 
feeder plants which are proposed to be constructed by OPC 
and/or its Affiliates in Salisbury, North Carolina, and 
Charlotte, Michigan.  Furthermore, all new equipment 
purchased for the Salisbury, North Carolina project will 
become the property of Company and may subsequently be 
leased to Heritage Packaging.  All remaining payments on 
such equipment shall become the obligation of the Company.

   Remedies; Post-Closing Share Adjustments

	 	Survival of Representations.

(a)	Subject to the limitation set forth in this 
Article and notwithstanding any investigation conducted at 
any time by or on behalf of any Shareholder, all 
representations of the Shareholders contained in this 
Agreement shall survive the execution, delivery and 
performance of this Agreement for a period of five years 
from the date of Closing.  All representations of the 
Shareholders set forth in this Agreement shall be deemed to 
have been made at and as of the Closing.

		(b)	As used in this Article, any reference to a 
representation contained in any section of this Agreement 
shall include the Schedule relating to such section.

	 	Exclusive Remedy. The procedures set forth 
in this Article shall be the sole and exclusive procedures to be 
followed by a Party (a "Claiming Party") seeking a remedy for 
any of the following types of claims (a "Claim"):  (a) any claim 
relating to an inaccuracy or omission in any representation set 
forth in this Agreement; and (b) any claim relating to an 
allegation that the Valuation (not the method of determining the 
Valuation) did not reflect the fair market value of OPC, MPC, or 
CCI as of the Closing because of an error with respect to a fact 
disclosed to HLH&Z or the omission of any fact that would have 
an effect on the Valuation.  The amount of any Claim or the 
aggregation of Claims by one Party must be at least $1,000,000 
in order for such Claim or Claims to be processed pursuant to 
the provisions of this Article.

	A Claim must be based upon facts and circumstances that 
existed as of the Closing but, except as otherwise set forth in 
this Section 9.2, were not known by the Claiming Party as of the 
Closing.  For purposes of the preceding sentence, a Claiming 
Party shall have known facts and circumstances only if such 
Party or its legal counsel had actual knowledge of such facts 
and circumstances.  In the case of Greif, one of its officers or 
employees involved in the due diligence process must have actual 
knowledge of such facts and circumstances.  All matters 
disclosed on the schedules to this Agreement shall constitute 
actual knowledge of the Parties.  The knowledge or lack of 
knowledge of the Party against whom a Claim is brought (the 
"Responding Party") shall be irrelevant in determining the 
validity of such Claim.
 
	Notwithstanding any language in this Section 9.2 to the 
contrary:  (i) a Claim may be brought against Greif relating to 
the tax audit currently being conducted by the Internal Revenue 
Service with respect to MPC; (ii) a Claim may be brought against 
the Jollays relating to the tax audit currently being conducted 
by the Internal Revenue Service with respect to OPC and the OPC 
Subsidiaries; and (iii) a Claim may be brought against Mr. 
McLaughlin relating to the tax audit currently being conducted 
by the Internal Revenue Service with respect to OPC and the OPC 
Subsidiaries to the extent such Claim relates to CCI.

	Except as set forth in Section 9.4 of this Agreement, all 
Claims must be initiated on or prior to the fifth anniversary of 
the Closing.  The foregoing period is hereinafter referred to as 
the "Claim Period."

	A Claiming Party who wishes to initiate a Claim or Claims 
against a Responding Party pursuant to this Article shall 
deliver to the Responding Party and all other Parties a Notice 
of Claim in the form and substance as set forth in Exhibit I 
(the "Notice of Claim").  Any Notice of Claim issued by a 
Claiming Party shall set forth in reasonable detail the basis of 
the Claim.  Each Party may only submit a single Notice of Claim 
which may contain an unlimited number of Claims during the Claim 
Period; provided that a Notice of Claim filed during the 
Accelerated Claim Period (as defined in Section 9.4) against a 
Departing Shareholder (as defined in Section 9.4) in accordance 
with Section 9.4 shall not be subject to this limitation.

	 	Resolution Procedures.

(a)	Procedures for Resolution by Parties.  After 
receipt of a Notice of Claim, the Claiming Party and the 
Responding Party shall attempt in good faith to resolve the 
Claim by mutual agreement.  If for any Claim the Claiming 
Party and the Responding Party are able to reach agreement 
as to (i) a finding against the Responding Party in favor 
of the Claiming Party, and (ii) the value (expressed in 
dollars) of such Claim, then such Claim shall be deemed a 
"Valid Claim."

If by their own efforts the Parties are unable to 
agree as to whether or not a Claim is a Valid Claim within 
30 business days after receipt of a Notice of Claim, then 
such Claim shall be deemed an "Unresolved Claim."  All 
Unresolved Claims shall be held in abeyance until submitted 
to Resolute Systems (the "Dispute Resolver") in accordance 
with the provisions of this Article.

(b)	Procedures For Resolution by Third Party.  Unless 
an earlier date is agreed upon by the Parties, on the 
expiration date of the Claim Period a Claiming Party shall 
have the right, but not the obligation, to submit any 
Unresolved Claims to the Dispute Resolver; provided that 
the aggregate of the disputed amount of all Unresolved 
Claims submitted by a Claiming Party to the Dispute 
Resolver plus all Valid Claims of such Claiming Party must 
equal or exceed $1,000,000.

The Dispute Resolver shall render a finding with 
respect to all Unresolved Claims submitted to it at the 
same time in accordance with the procedures described on 
the attached Exhibit J.  If the Dispute Resolver renders a 
finding against a Claiming Party with respect to an 
Unresolved Claim, then such Claim shall be deemed an 
"Invalid Claim."  If the Dispute Resolver renders a finding 
against a Responding Party in favor of the Claiming Party 
with respect to an Unresolved Claim, then such Claim shall 
be deemed a "Valid Claim."  The Dispute Resolver shall then 
make a determination as to the value (expressed in dollars) 
of such Valid Claim.  The Dispute Resolver's finding and, 
if applicable, determination will be made and written 
notice thereof given to the Parties within 90 business days 
after the submission of the matter to the Dispute Resolver.  
Such notice shall include a narrative description of the 
Dispute Resolver's findings with respect to each Claim and, 
if applicable, determination of value of each Claim.  The 
finding of and determination by the Dispute Resolver shall 
be final, binding and conclusive upon all Parties.  The 
scope of the Dispute Resolver's engagement shall be limited 
to the resolution of all Unresolved Claims submitted to it.  
Except as otherwise provided in this Article, the fees, 
costs and expenses of the Dispute Resolver and HLH&Z (or 
its successor or another mutually agreed-upon appraisal 
firm) shall be shared equally by the Claiming Party and the 
Responding Party.

In the event the Dispute Resolver renders a finding of 
Invalid Claims for all Unresolved Claims submitted to it by 
a Party, or renders a finding for a Party of a Valid 
Claim(s) but the aggregate value of all Valid Claims 
(expressed in dollars) is less than $1,000,000, then the 
Claiming Party shall be responsible for all fees, costs, 
and expenses incurred by the other Parties thereto as a 
result of such Claim or Claims, including the reasonable 
expenses of  the Dispute Resolver and legal and accounting 
fees.  In no event shall the payment of such fees, costs, 
or expenses come from any funds of the Company or any of 
its subsidiaries (including OPC or MPC).
 
(c)	Procedures for Adjustment to Ownership 
Percentages.  In the event a Party's Valid Claims (whether 
determined by the agreement of the Parties under subsection 
(a), above, or the Dispute Resolver under subsection (b), 
above), have an aggregate value (expressed in dollars) 
equal to or greater than $1,000,000, then the Parties shall 
attempt in good faith to resolve the change in their 
respective ownership percentages in the Company retroactive 
to the Closing Date.  In resolving such change, the Parties 
shall apply the methodology used to determine the initial 
Valuation and the respective values of the Contributions of 
each Party within 30 business days following the submission 
of the information to it.

If the Parties are unable to resolve the change in 
their ownership percentages within 30 business days, then 
HLH&Z (or its successor or another mutually agreed-upon 
appraisal firm) shall be retained by the Claiming Party and 
the Responding Party.  Taking into account no other 
additional information other than the Valid Claims, HLH&Z 
shall apply the methodology used to determine the initial 
Valuation and the respective values of the Contributions of 
each Party within 30 business days following the submission 
of the information to it and adjust the Valuation and the 
Contributions of each Party and issue an amended Valuation 
report (the "Amended Report") setting forth the respective 
values of the Contributions of each Party and their revised 
ownership percentages in the Company.  No facts or 
circumstances occurring after the Closing Date shall be 
considered by HLH&Z, it being the intention of the Parties 
that the Valuation will only be changed to reflect the 
impact of a Party's Valid Claims which equal or exceed 
$1,000,000.

In the event the agreement of the Parties (under the 
first paragraph of this subsection (c)) or the Amended 
Report (under the second paragraph of this subsection (c)) 
results in a change in the respective ownership percentages 
in the Company by the Parties, the Company and each 
Shareholder shall take all action necessary to cause the 
return of such CorrChoice Shares (and any dividends or 
distributions received with respect to such CorrChoice 
Shares, net of taxes paid by such Shareholder on such 
dividends and distributions) to Company in order to achieve 
the ownership percentages agreed to by the Parties or set 
forth in the Amended Report, it being the intent of the 
Parties to place themselves into such revised ownership 
percentages retroactive to the Closing Date.  
Notwithstanding the foregoing, no adjustment in the 
ownership percentages shall be made unless such adjustment 
would result in an incremental increase or decrease of no 
less than 0.1% in the ownership percentage of a Party.

 	Departing Shareholder.  If a Party will 
cease to be a shareholder of the Company (a "Departing 
Shareholder") for any reason during the Claim Period, then the 
Claim Period with respect to the Departing Shareholder shall 
expire 180 days following the date of a termination event or 180 
days following the Departing Shareholder giving or receiving 
notice of intent to purchase such Departing Shareholder's 
CorrChoice Shares under the Greif/Jollays Buy-Sell Agreement or 
the Greif/McLaughlin Buy-Sell Agreement, as the case may be (the 
"Accelerated Claim Period").  A Notice of Claim, if any, must be 
filed by a Claiming Party against the Departing Shareholder or 
by the Departing Shareholder against a Responding Party during 
the Accelerated Claim Period.  As to all other Parties, the 
Claim Period shall continue except as to Claims addressed 
through a Notice of Claim issued during the Accelerated Claim 
Period.

If on a date 20 days prior to the closing for the purchase 
and sale of the Departing Shareholder's CorrChoice Shares there 
exist any Unresolved Claims against the Departing Shareholder 
(including any Unresolved Claims which by their nature cannot be 
quantified at that time), then the Claiming Party shall attempt 
to quantify all such Unresolved Claims by placing a value 
(expressed in dollars) on all such Unresolved Claims, which 
value shall then be submitted to the Responding Party in 
writing.  The Claiming Party and the Responding Party shall then 
attempt to reach agreement as to the maximum value of all such 
Unresolved Claims, the corresponding ownership adjustment, and 
the effect such ownership adjustment would have on the amount of 
money the Departing Shareholder would receive at the closing of 
the buyout.  The agreed-upon difference between the amount of 
money the Departing Shareholder would receive for the Departing 
Shareholder's CorrChoice Shares without the ownership adjustment 
and with the estimated or potential ownership adjustment is 
hereinafter referred to as the "Agreed Ownership Adjustment 
Value" and will be escrowed at closing as provided below. 

If by their own efforts they are unable to reach agreement 
on the Agreed Ownership Adjustment Value of any or all such 
Unresolved Claims prior to 10 days of such closing, then any 
Unresolved Claims to which agreement cannot be reached shall be 
submitted to HLH&Z (or its successor or another mutually agreed-
upon appraisal firm) to estimate their maximum potential value 
for purposes of the escrow described below.  On or prior to such 
closing, HLH&Z shall place a maximum potential value (expressed 
in dollars) on all Unresolved Claims submitted to it (the 
"Decided Claim Potential Value").  HLH&Z shall then apply the 
methodology used to determine the initial Valuation to calculate 
the ownership adjustments that would result from adjustments due 
to the Decided Claim Potential Value, if any.  After calculating 
such ownership adjustments to the Parties, HLH&Z shall place a 
value (expressed in dollars) of the effect such ownership 
adjustment would have on the amount of money the Departing 
Shareholder would receive at the closing of the buyout (the 
"Decided Ownership Adjustment Value").

All Unresolved Claims by a Departing Shareholder against a 
Responding Party shall be valued in the manner described above 
and shall be netted against the Responding Party's Unresolved 
Claims in calculating the amount of proceeds to be escrowed.

At the closing, proceeds from the sale of the Departing 
Shareholder's CorrChoice Shares in an amount equal to the 
aggregate of the Agreed Ownership Adjustment Value and the 
Decided Ownership Adjustment Value shall be placed in escrow 
(the "Escrowed Funds") pursuant to an escrow agreement in 
substantially the form attached hereto as Exhibit K.  
Thereafter, all such Unresolved Claims shall be resolved 
pursuant to the procedures described in Sections 9.3(b) and 
9.3(c), and the Parties shall take all actions required by such 
sections.  At the conclusion of the procedures described in 
Sections 9.3(b) and 9.3(c), the Escrowed Funds shall be 
disbursed to the Claiming Party or the Responding Party, as the 
case may be, based upon the findings of and determinations by 
the Dispute Resolver and HLH&Z, as the case may be, under such 
sections.

If a Claim against a Departing Shareholder also involves 
other Parties, then the Claiming Party must name all Parties and 
the resolution procedure shall proceed as to all Parties 
pursuant to Section 9.3 of this Agreement.  In the event an 
Amended Report is issued as a result of a Valid Claim against a 
Departing Shareholder, such Amended Report shall be binding upon 
all Parties.

In the event the Departing Shareholder is either of the 
Jollays or Mr. McLaughlin, then the other Jollay and Mr. 
McLaughlin hereby waive the right of contribution against each 
other for Claims brought subsequent to the Accelerated Claim 
Period.

When the Unresolved Claims against a Departing Shareholder 
are disposed of pursuant to this Article, any remaining Escrowed 
Funds shall be disbursed to the Departing Shareholder

Except as set forth in this section, all other provisions 
of this Article IX shall apply to any Claims by or against a 
Departing Shareholder.

   	Specific Performance.  The CorrChoice Shares 
cannot be readily purchased or sold on the open market, and for 
that reason, among others, the Parties will be irreparably 
damaged in the event this Agreement is not specifically enforced 
in a court of equity by a decree of specific performance.

   Reserved

	
   Miscellaneous

	 	Notices.  All notices and other 
communications required or permitted to be given under this 
Agreement to any Party shall be in writing and shall be deemed 
given when delivered personally, telecopied (which is confirmed) 
to that Party at the telecopy number for that Party set forth 
below, mailed by certified mail (return receipt requested) to 
that Party at the address for that Party (or at such other 
address for such Party as such Party shall have specified in 
notice to the other Parties), or delivered to Federal Express, 
UPS, or any similar express delivery service for delivery to 
that Party at that address:

(a)	If to the Company:

	CorrChoice, Inc.
	777 Third Street
	Massillon, Ohio  44646
	Attention:  Geoffrey A. Jollay, Chairman and CEO
	Telecopy No.:  (330) 833-0109

	with a copy to:

	Greif, the Jollays, and Mr. McLaughlin
	  as set forth below

 (b)	If to Greif:

	Greif Bros. Corporation
	425 Winter Road
	Delaware, Ohio  43015
	Attention:  Michael J. Gasser, Chairman and CEO
	Telecopy No.:  (740) 549-6101

	with a copy to:

	Baker & Hostetler LLP
	65 East State Street, Suite 2100
	Columbus, Ohio 43215
	Attention:  Daniel J. Gunsett, Esq.
	Telecopy No.:  (614) 462-2616

(c)	If to the Jollays:

	Geoffrey A. Jollay
	R. Dean Jollay, Jr.
	777 Third Street
	Massillon, Ohio  44648
	Telecopy No.:  (339) 833-0109


	with a copy to:

	Critchfield, Critchfield & Johnston, Ltd.
	225 North Market Street
	Wooster,  Ohio 44691
	Attention:  Lincoln P. Oviatt, Esq.
	Telecopy No.:  (330) 263-9278

 (d)	If to Mr. McLaughlin:

	John J. McLaughlin
	7741 School Road
	Cincinnati, Ohio 45249
	Telecopy No.:  (513) 530-5969

	 	Non-Waiver.  No failure by any Party to 
insist upon strict compliance with any term or provision of this 
Agreement, to exercise any option, to enforce any right, or to 
seek any remedy upon any default of any other Party shall 
affect, or constitute a waiver of, any other Party's right to 
insist upon such strict compliance, exercise that option, 
enforce that right, or seek that remedy with respect to that 
default or any prior, contemporaneous, or subsequent default.  
No custom or practice of the Parties at variance with any 
provision of this Agreement shall affect or constitute a waiver 
of, any Party's right to demand strict compliance with the 
provisions of this Agreement.

 	Genders and Numbers.  Where permitted by the 
context, each pronoun used in this Agreement includes the same 
pronoun in other genders and numbers, and each noun used in this 
Agreement includes the same noun in other numbers.

 	Headings.  The headings of the various 
articles and sections of this Agreement are not part of the 
context of this Agreement, are merely labels to assist in 
locating such articles and sections, and shall be ignored in 
construing this Agreement.

 	Counterparts.  This Agreement may be 
executed in multiple counterparts, each of which shall be deemed 
to be an original, but all of which taken together shall 
constitute one and the same agreement.

 	Entire Agreement.  This Agreement (including 
all exhibits, schedules, and other documents referred to in this 
Agreement (the "Incorporated Documents"), all of which are 
hereby incorporated by reference) constitutes the entire 
agreement between the Parties and supersedes all prior 
agreements and understandings, both written and oral, among the 
Parties with respect to the subject matter of this Agreement, 
including the Letter of Intent between Greif and the Jollays 
dated May 7, 1998, as amended (the "Letter of Intent") (which 
the Parties agree is not an Incorporated Document).  All 
obligations of any Party under any Incorporated Document shall 
constitute an obligation of such Party under this Agreement.  
Any capitalized terms used in any Incorporated Document which 
are not otherwise defined therein shall have the respective 
meanings given such terms in this Agreement.

 	Amendment.  This Agreement may not be 
amended, supplemented, or modified except by an instrument in 
writing signed by all of the Parties.

 	No Third Party Beneficiaries.  Nothing 
contained in this Agreement, expressed or implied, is intended 
or shall be construed to confer upon or give to any Person, 
other than the Parties, any rights, remedies or other benefits 
under or by reason of this Agreement.

 	Governing Law.  This Agreement shall be 
governed by and construed in accordance with the laws of the 
State of Ohio.

 	Successors; Assignment.  This Agreement 
shall be binding upon, inure to the benefit of and be 
enforceable by and against the Parties and their respective 
heirs, personal representatives, successors, and assigns.  
Neither this Agreement nor any of the rights, interests or 
obligations under this Agreement shall be transferred or 
assigned by any of the Parties without the prior written consent 
of the other Parties.

	 	Expenses.  Except as otherwise specifically 
provided in this Section, each Party shall be responsible to pay 
his or its respective legal, accounting, and other costs and 
expenses incurred in connection with the transactions 
contemplated by this Agreement.  The Jollays and Greif shall 
each be responsible to pay one-half of the fees and expenses of 
HLH&Z for the performance of its services in connection with the 
valuation of the assets contributed by the Shareholders to the 
Company and the preparation of the recommended valuation formula 
for purposes of the Greif/Jollays Buy-Sell Agreement.  The 
Jollays and Greif shall each be responsible to pay one-half of 
the fees and expenses of Environmental Resources Management, 
Inc. ("ERM") for the performance of its environmental services 
on behalf of the Parties.  The Jollays and Greif shall each be 
responsible to pay one-half of the fees and expenses of Baker & 
Hostetler LLP for the performance of its services in connection 
with the preparation of the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as amended (the "HSR Act") filing and 
all related antitrust matters (each Party shall, however, be 
responsible for his or its filing fees related to the HSR Act 
filing).  Greif shall be responsible to pay any costs and 
expenses incurred by the Jollays or OPC solely because Greif is 
a publicly held company.  Notwithstanding the foregoing, (a) the 
Jollays' portion of all fees and expenses incurred in connection 
with the transactions contemplated by this Agreement, including 
the fees and expenses to be paid to HLH&Z, ERM,  Baker & 
Hostetler LLP, Ernst & Young LLP, and Critchfield, Critchfield & 
Johnston, Ltd. may be paid by OPC, and (b) Greif's portion of 
all fees and expenses incurred in connection with the 
transactions contemplated by this Agreement, including the fees 
and expenses to be paid to HLH&Z, ERM, Price Waterhouse LLP, and 
Baker & Hostetler LLP in accordance with this Section may be 
paid by MPC.

 	Announcements.  No Party shall, without the 
prior consent of Greif and the Jollays, make any public 
announcement or any release to trade publications or to the 
press or make any statement to any competitor, customer or any 
other third party with respect to the transactions contemplated 
by this Agreement, except such announcement, release, or 
statement necessary, in the opinion of Greif's or the Jollays' 
counsel, to comply with applicable requirements of law, the 
content of which shall be mutually agreed to by Greif and the 
Jollays.  The Parties agree that immediately following the 
Closing they shall jointly prepare and issue press releases for 
appropriate dissemination.

 	Severability.  With respect to any provision 
of this Agreement finally determined by a court of competent 
jurisdiction to be unenforceable, such court shall have 
jurisdiction to reform such provision so that it is enforceable 
to the maximum extent permitted by applicable law, and the 
Parties shall abide by such court's determination.  In the event 
that any provision of this Agreement cannot be reformed, such 
provision shall be deemed to be severed from this Agreement, but 
every other provision of this Agreement shall remain in full 
force and effect.


GREIF BROS. CORPORATION				



By
     (Name)  (Title)                      GEOFFREY A. JOLLAY


													
JOHN J. MCLAUGHLIN                        R. DEAN JOLLAY, JR.


                               ANNEX A

 
                        INDEX OF DEFINED TERMS


Term                                          Section

Accelerated Claim Period                      9.4
Affiliate                                     3.10(m)
Agreed Value                                  9.4
Agreement                                     Introduction
Amended Report                                9.3(c)
Mr. Cahill                                    Background Information
CCI                                           Background Information
CCI Preferred Shares                          Background Information
CCI Shares                                    Background Information
Claim                                         9.2
Claim Period                                  9.2
Claiming Party                                9.2
Class A Shares                                Background Information
Class B Shares                                Background Information
Closing                                       7.1
Closing Date                                  7.1
Code                                          Background Information
Company                                       Introduction
Consolidation                                 Background Information
CorrChoice Shares                             Background Information
Dean Jollay Employment Agreement              7.3(c)
Departing Shareholder                         9.4
Dispute Resolver                              9.3(a)
Entity                                        3.3
ERISA                                         3.20(a)
ERISA Affiliate                               3.20(a)
ERM                                           11.12
Escrowed Funds                                9.4
Geoffrey Jollay Employment Agreement          7.3(c)
Greif                                         Introduction
Greif/Jollays Buy-Sell Agreement              7.2(e)
Greif/McLaughlin Buy-Sell Agreement           7.2(f)
Greif Valuation Information                   Background Information
Heritage Packaging                            Background Information
HLH&Z                                         Background Information
HSR Act                                       11.12
Incorporated Documents                        11.6
Invalid Claim                                 9.3(b)
John J. McLaughlin Employment Agreement       7.4(f)
Jollays                                       Introduction
Jollays' Valuation Information                Background Information
Letter of Intent                              11.6
Maximum Claim Potential Value                 9.4
Mr. McLaughlin                                Introduction
McLaughlin CCI Shares                         Background Information
MPC                                           Background Information
MPC Benefit Arrangements                      4.19(e)
MPC Employee Plans                            4.19(a)
MPC Financial Statements                      4.7
MPC Pension Plans                             4.19(a)
MPC Related Party Receivables                 4.21
MPC Related Party Payables                    4.21
MPC Stock                                     Background Information
Multicorr                                     3.2(a)
Notice of Claim                               9.2
OPC                                           Background Information
OPC Benefit Arrangements                      3.20(e)
OPC Employee Plans                            3.20(a)
OPC Financial Statements                      3.8
OPC Leasing                                   3.2(a)
OPC Pension Plans                             3.20(a)
OPC Related Party Receivables                 3.22
OPC Related Party Payables                    3.22
OPC Subsidiary                                3.3
OPC Subsidiaries                              3.3
Ownership Adjustment Value                    9.4
Parties                                       Statement of Agreement
Person                                        3.10(m)
RDJ Holdings                                  Background Information
RDJ Stock                                     Background Information
ReCorr                                        3.2(a)
Responding Party                              9.2
Securities Act                                3.2(e)
Shareholder                                   Introduction
Shareholders                                  Introduction
Shareholders Voting Agreement                 7.2(d)
Sheet Feeder Facilities                       Background Information
Mr. Stoner, Sr.                               Background Information
Mr. Stoner, Jr.                               Background Information
Stonehill Group                               Background Information
Unresolved Claim                              9.3(a)
Valid Claim                                   9.3(a) and 9.3(b)
Valuation                                     Background Information
1997 MPC Financial Statements                 4.7
1998 MPC Financial Statements                 4.7


                     EXHIBITS AND SCHEDULES

EXHIBIT A-Shareholders Voting Agreement
EXHIBIT B-Greif/Jollays Buy-Sell Agreement
EXHIBIT C-Greif/McLaughlin Buy-Sell Agreement
EXHIBIT D-Geoffrey Jollay Employment Agreement
EXHIBIT E-Dean Jollay Employment Agreement
EXHIBIT F-CorrChoice Cash Retention and Dividend Formula
EXHIBIT G-Legal Opinion from Critchfield, Critchfield & Johnston, Ltd.
EXHIBIT H-Legal Opinion from Baker & Hostetler LLP
EXHIBIT I-Form of Notice of Claim
EXHIBIT J-Dispute Resolution Procedure
EXHIBIT K-Form of Escrow Agreement
EXHIBIT L-John J. McLaughlin Employment Agreement

JOLLAYS/OPC SCHEDULES
Schedule 3.1--Organization and Good Standing
Schedule 3.2--Capitalization and Security Holders
Schedule 3.3--Subsidiaries
Schedule 3.4--Business of RDJ Holdings
Schedule 3.7--Consents and Approvals; No Conflict or Default
Schedule 3.9--Undisclosed Liabilities
Schedule 3.10--Absence of Certain Changes
Schedule 3.11--Taxes
Schedule 3.17--Title to Properties
Schedule 3.19--Legal Proceedings and Claims
Schedule 3.20--ERISA
Schedule 3.22--OPC Receivables

GREIF/MPC SCHEDULES
Schedule 4.1--Organization and Good Standing
Schedule 4.2--Capitalization and Security Holders
Schedule 4.6--Consents and Approvals; No Conflict or Default
Schedule 4.8--Undisclosed Liabilities
Schedule 4.9--Absence of Certain Changes
Schedule 4.10--Taxes
Schedule 4.16--Title to Properties
Schedule 4.18--Legal Proceedings and Claims
Schedule 4.19--ERISA
Schedule 4.21--MPC Receivables

MCLAUGHLIN SCHEDULES
Schedule 5.1--Stock Ownership; No Liens
Schedule 5.3--Consents and Approvals; No Conflict or Default



                                                         EXHIBIT 99



FOR IMMEDIATE RELEASE           For additional information contact:
                                Robert A. Lentz
                                Robert A. Lentz and Associates
                                (614) 876-2000


                 Greif Bros. Corporation Completes
                    the Formation of CorrChoice

DELAWARE, Ohio -- (November 3, 1998) Greif Bros. Corporation 
(Nasdaq: GBCOA; GBCOB)  and RDJ Holdings today announced 
completion of  the previously announced formation of CorrChoice, 
a joint venture  which will be headquartered in Massillon, Ohio. 
CorrChoice will initially have six sheet feeder plants with an 
additional sheet feeder operation, Heritage Packaging 
Corporation, to be opened soon in the Atlanta area.  The 1997 
combined corrugated sheet sales of the facilities was $217 
million.

CorrChoice also announced that its Chairman, President and CEO 
is Geoffrey A. Jollay and R. Dean Jollay, Jr. is the Vice 
Chairman and CFO.

CorrChoice Chairman Geoffrey A. Jollay stated, "We are very 
excited about the future potential of CorrChoice.  The merger of 
the two companies, Ohio Packaging and Michigan Packaging, is a 
natural because of the past relationship we have enjoyed."

Michael J. Gasser, Chairman and CEO of Greif Bros. Corporation, 
stated, "Geoff and Dean are two of the finest sheet plant 
operators  in the country.  Under their leadership, we fully 
anticipate setting new standards for quality, dependability and 
service."

Statements made in this release which state the Company's or 
management's intentions, hopes, beliefs, expectations, or 
predictions of the future are forward-looking statements.  It is 
important to note that the Company's actual results could differ 
materially from those projected in such forward-looking 
statements.  Additional information concerning factors that 
could cause actual results to differ materially from those in 
the forward-looking statements are contained in the Company's 
SEC filings, including but not limited to the Company's report 
on Form 10-K and Annual Report for the year ended October 31, 
1997.

Greif Bros. Corporation manufactures and markets a broad variety 
of superior quality industrial packaging and components 
including steel drums, fibre drums, plastic drums and multiwall 
bags. The Company is integrated, from its timberlands to 
corrugated sheet and box operations, including both virgin and 
recycled paper mills.  With operations in the United States, 
Canada and Mexico, Greif Bros. provides innovative products, 
services and solutions to meet the ever changing needs of its 
customers.