AGREEMENT:

                     THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

         This Third Amendment to Employment Agreement is made and entered into
as of the 2nd day of August, 1999, by and between ATLANTIS PLASTICS, INC., a
Florida corporation (the "COMPANY"), and XXXX XXXXXXXX (the "Executive").

                             PRELIMINARY STATEMENTS:

         A. The Company and the Executive are parties to an Employment
Agreement, dated as of March 6, 1995, as amended by (i) a letter agreement,
dated April 8, 1996 and (ii) a letter agreement, dated February 14, 1997 (the
"EMPLOYMENT AGREEMENT"), pursuant to which the Executive serves as the Executive
Vice President Finance and Chief Financial Officer of the Company.

         B. The parties desire to amend the Employment Agreement as set forth
herein.

         C. Section 10 of the Employment Agreement provides that the Employment
Agreement may be modified by an agreement in writing between the parties
thereto.

                                   AGREEMENT:

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. PREAMBLE AND RECITALS; DEFINED TERMS. The preamble and recitals
hereinabove set forth are incorporated herein and made a part hereof. Except as
otherwise provided herein, capitalized terms used in this Third Amendment to
Employment Agreement shall have the meanings ascribed thereto in the Employment
Agreement.

         2. AMENDMENT TO EMPLOYMENT AGREEMENT.

            (a) Section 2.1 of the Employment Agreement is hereby amended by
deleting the reference to "March 5, 2000" therefrom and substituting the date
"MARCH 5, 2001" in its complete place and stead.

            (b) Exhibit A to the Employment Agreement, as heretofore amended,
is hereby further amended by deleting the phrase "and 1999" and substituting the
phrase "1999 AND 2000" in its complete place and stead.

         3. AFFIRMATION. In all other respects the Employment Agreement is
affirmed.



         IN WITNESS WHEREOF, the undersigned have caused this Third Amendment to
Employment Agreement to be executed as of the date first written above.

                                 ATLANTIS PLASTICS, INC.

                                 By:  ________________________________
                                      Xxxx X. Xxxxxx
                                      Chairman of the Board


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