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                                                                    EXHIBIT 10.1



                                 LEASE AGREEMENT

                                     between

the company GRUNDBESITZVERWALTUNGSGESELLSCHAFT MAY-GESKE PETER-MAY-STRA(BETA)E I
GESELLSCHAFT BURGERLICHEN RECHTS MIT BESCHRANKTER HAFTUNG

                                                        - hereinafter "Lessor" -

and

the company MAY VERPACKUNGEN GMBH & CO. KG represented by MAY Verpackungen
Verwaltung GmbH, this in turn represented by its managing director Mr Jurgen May

                                                        - hereinafter "Lessee" -




                                    PREAMBLE:

The Lessor is owner of the business premises registered at the Local Court of
Liblar in Bruhl, sheet no. 6434, floor 1 plots 296, 297, 298, 299, 300, 301 and
302. The real property has been built upon with a storage facility of 13,770
m(2).

                                      SECTION 1

                          OBJECT OF THE LEASE AGREEMENT

1.    The Lessor leases to the Lessee the storage and other areas outlined [in
      color] on the site-plan enclosed as ANNEX 1. The Lessor allows the Lessee
      to use the driveway to the leased areas free of charge. The Annex is a
      component of this agreement. In total, the leased area amounts to 22,582
      m(2) aT the time of contractual conclusion.

2.    The Lessee is aware of the condition of the leased object and acknowledges
      the condition as being in compliance with the contractually agreed terms.





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                                      SECTION 2

                              PURPOSE OF THE LEASE

1.    The lease is for the purpose of using the premises by the Lessee for the
      storage of packaging materials.

2.    Changes to the purpose of the usage of the premises require the prior
      written approval of the Lessor.

3.    The Lessee shall be responsible for fulfilling the relevant statutory and
      official regulations relating to the business operations and shall adhere
      to all statutory provisions and guidelines. This includes, in particular,
      the provisions relating to fire protection.

                                      SECTION 3

1.    The lease begins on January 1, 2000 and shall be concluded for a fixed
      term ending January 1, 2020. After the end of the lease period the Lessee
      shall have the right to prolong the lease for an additional five-year-term
      with written notification to the Lessor that has to be received by the
      Lessor 12 months prior to the end of the lease, at the latest. The option
      to extend the lease agreement may be utilized once more after termination
      of prolonged term with the same notification period.

2.    The lease agreement shall terminate automatically upon termination of the
      lease agreement between the Lessee and May Grundbesitz GmbH & Co. KG
      concluded on the day of signature of the agreement enclosed as ANNEX 2.

3.    The Lessor can terminate the lease agreement for cause with immediate
      effect in particular if,

      -     the Lessee is in default with more than three monthly rent payments
            or

      -     insolvency or other judicial or extra-judicial proceedings serving
            the regulation of debts have been initiated in respect of the
            property of the Lessee or the Lessee has permanently ceased business
            operations or its official permit has been withdrawn or withdrawal
            is threatening for any reasons whatsoever or

      -     despite written warning, the Lessee contravenes essential provisions
            of the lease agreement. Usage of lease object not in compliance with
            this agreement, destruction of or severe harm to the lease object
            shall be considered in particular a violation of the principal
            conditions stated in this lease agreement.

The Lessee shall be liable to the Lessor for failure of rent payments, ancillary
costs and other performances.






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4.    Upon the expiry of the term of lease, Sec. 568 BGB shall not be applicable
      for either party.

5.    In the event of complete or predominant destruction of the lease object
      not covered under any insurance policy of the Lessor, the Lessor shall not
      be responsible for any duty to restore the lease object to its previous
      state. Upon prior written consent of the Lessor, who may only insert an
      objection in the event of an important reason, the Lessee has the right to
      restore at its own expense the lease object as soon as possible. Given
      such a case, the lease charges shall be re-negotiated by both parties in
      due time. Each party shall suggest an adjusted amount for lease charges.
      Should no agreement be met, the Chamber of Commerce and Industry shall
      appoint an expert official, who acting as arbitrator will determine the
      adjusted amount of lease charges. The costs arising from such arbitration
      will be bore equally by both parties.



                                      SECTION 4

1.    The monthly rent amounts to DM 78,000.

      In addition, the Lessee shall pay sales tax in the applicable amount.
      Should a new measurement of the lease object prove a deviation in the
      number of m(2) of the lease object as stated in ss. 1 Sec. 1, the amount
      OF rent shall be modified accordingly.

2.    The rent shall be due one month in advance and must have been paid into an
      account specified by the Lessor on the fifth working day free of charge
      for the Lessor.

3.    Should the cost of living index of a 4-person employee household with
      average income (basis 1991 = 100) established by the Federal Office for
      Statistics or a replacement authority change by more than 10 % as compared
      to the situation at the time of concluding this agreement, the rent agreed
      in this agreement will automatically be adjusted by the same percentage
      without any action on the part of the contractual parties. Also after an
      adjustment in the amount of rent in accordance with the above paragraph,
      the adjusted amount of rent will once again automatically change without
      any action on the part of the contractual parties as soon as the cost of
      living index described above deviates by at least a further 10% from the
      figures decisive for the preceding change. Calculation of the new amount
      of rent shall always begin with the amount of rent most recently in effect
      after reaching the 10% limit. If this rent adjustment clause is subject to
      the approval of the Federal Office for Economy (Bundesamt fur Wirtschaft),
      the contractual parties shall submit to the decision of this office.
      Should the Federal Office not approve this value adjustment clause for
      Economy, the contractual parties shall both consent to a valid formula for
      calculating the rent adjustment in accordance with the above agreement.





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                                      SECTION 5


1.    All operating costs within the meaning of Annex 3 to Sec. 27 of the Second
      Calculation Ordinance (Berechnungsverordnung) as well as for separate
      service agreements in existence for the supply area (gas, electricity and
      drinking water supply) and for the removal of waste water, which are to be
      concluded, are covered by the present lease agreement and its concluded
      separate service agreements for gas, electricity and drinking water and
      for the removal of waste water between May Grundbesitz GmbH & Co. KG and
      the Lessee for the premises located at Peter-May-Stra(beta)e 45 in
      Erfstadt-Kottingen registERED in the land register of Erfstadt, sheet no.
      0997, plot 1,4,5. Should the lease agreement lose its effectiveness, the
      parties are obliged to renegotiate operating costs to be born by the
      Lessee. Should no agreement be met on the amount of operating costs or on
      the conclusion of separate service agreements, then the amount shall be
      determined by an expert official appointed by the Chamber of Commerce and
      Industry. The Lessor is obliged to provide the Lessee with access to all
      supply lines, including gas, electricity, and water lines.

      Furthermore, the Lessee shall also bear the ancillary costs arising on its
      part of the real property (especially ground tax, property insurance, care
      of property/winter service, general administration of the real estate,
      security guard service, etc.). A list of the ancillary costs is enclosed
      as ANNEX 3. The Annex is a component of this agreement. At the moment,
      ancillary costs amount to a monthly flat rate of DM 6,000. Furthermore,
      the Lessee is obliged to pay the sales tax in the applicable amount. The
      code key listed in the Annex for the calculation of each ancillary cost
      has not been determined. Should the code key undergo any changes, the
      Lessor maintains the right to adjust the ancillary costs accordingly.

2.    Should public duties relating to the lease object be increased or
      introduced after contractual conclusion, the Lessee is obliged to pay the
      corresponding additional amount as of the date at which they come into
      existence.

3.    Monthly advance payments of DM 6,000 are to be made towards ancillary
      costs, which shall be calculated in an annually issued invoice. Once per
      year, the Lessor is entitled to adjust the amount of advance payments to
      reflect any increase in the operating costs.

4.    Ancillary costs have to be accounted annually.




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                                      SECTION 6

                             SET-OFF, LIEN, DAMAGES

1.    The Lessee can only set off claims against the rent and ancillary cost
      claims of the Lessor if such claims are undisputed or have been determined
      with res judicata effect. Furthermore, it can only assert a lien in
      respect of such claims.

2.    The assertion of damages claims by the Lessee on account of a defect of
      the lease object or due to a default on the part of the Lessor in removing
      the defect is excluded to the extent that the defect was not caused by the
      Lessor intentionally or with gross negligence.

                                      SECTION 7

1.    The Lessee shall treat the lease object with due care. It shall carry out
      decorative repairs at its own expense at appropriate intervals.
      Furthermore, the Lessee shall bear costs for routine maintenance and
      repair of the interior of the lease object.

2.    Furthermore the Lessee shall bear the costs of maintaining and repairing
      the exterior walls and roof of the leased object:

      -     heating and ventilation equipment,

      -     other miscellaneous equipment belonging to the lease object and
            technical installations including shafts for cables and wiring

      -     permanent exterior equipment.

6.    The Lessor shall bear the following costs of maintaining and repairing the
      outside walls and roof of the leased object:

      -     building constructions,

      -     roofing,

      -     lightening protection equipment.




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                                      SECTION 8

The Lessee is only entitled to carry out structural changes to the leased object
(fittings, installing and changing boilers, installations, conversions, etc.)
with the prior written consent of the Lessor, which shall not be unreasonably
withheld. With prior consent of the Lessor, the Lessee shall be responsible for
obtaining any construction permits as well as other necessary permits, and with
respect to the measures to be carried out shall bear the costs of maintaining
the object and removing all hazards as well as the risk of any damages.

                                      SECTION 9

The Lessee shall take out sufficient insurance policies for the buildings and
inventory belonging to the lease object, as well as an operating liability
insurance policy for personal and property damage. Should an insurance policy be
held in the name of the Lessor as owner for legal reasons, the Lessee remains
obliged to make premium payments.

                                     SECTION 10

1.    The Lessee shall be responsible for keeping the entire lease object clean
      and tidy with the exception of driveways and walkways leading to and
      within the lease premises.

2.    Internally, the Lessee shall assume the duty to provide safety on the
      premises with respect to the entire lease object including the buildings
      and parts of buildings established after contractual conclusion. The
      Lessee shall indemnify the Lessor against any claims of third parties
      asserted against the Lessor on account of a violation of its duty to
      maintain safety on the premises.

                                     SECTION 11

Upon termination of the lease agreement, all leased areas shall be cleared and
returned in an orderly condition after the necessary interior decorative repairs
have been carried out. Any structural changes carried out to the lease object
shall remain after termination of the lease agreement given the Lessor and
Lessee both consented to the structural changes. The Lessee shall not receive
any compensation in this respect.




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                                     SECTION 12

The Lessee shall not be entitled to sublease the lease object or transfer it for
use in any other way in whole or in part unless the Lessor has given its prior
written consent. The Lessor may refuse its consent only in the case of important
reason in relation to the third party. An important reason within this meaning
is, in particular, if the third party, either a natural person or a legal
entity, is a competitor of the business operations of the Lessor. Subleasing by
the Lessee to companies belonging to the US Can Group shall not require the
Lessor's prior consent.

                                     SECTION 13

1.    The Lessee shall be liable to the Lessor for damages caused by the Lessee,
      its employees and workers, as well as craftsmen, subleasees, visitors,
      suppliers, customers and other associated persons of or in the lease
      object. In particular, the Lessee shall be liable for damages arising due
      to an unprofessional treatment of the energy and water supplies as well as
      water, environment and ground contamination. The Lessee will be liable
      irrespective of any culpable behavior by the party causing the damage.


3.    The Lessee shall also be liable to the Lessor for damages caused by
      itself, its employees and workers, its craftsmen, sublessees, visitors,
      suppliers, customers and other associated persons of neighboring property,
      including the buildings and objects to be found on this property,
      irrespective of any culpability on the part of the Lessee. Should the
      Lessor be liable for such damage in its capacity of owner of the property,
      the Lessee shall indemnify the Lessor against all damages claims asserted
      against it.

                                  SECTION 14

With prior notification to the Lessee, the Lessor or an agent of the Lessor
shall be entitled within the purpose of this agreement to enter the leased
object during usual business hours in order to control compliance with
obligations under this lease agreement by the Lessee. In the event of imminent
danger the Lessor shall be entitled to enter the leased object at any time.






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                                     SECTION 15

1.    At the Lessor's request, the Lessee is obliged to provide for all payment
      obligations arising from this lease agreement a written, unlimited,
      irrevocable, absolute bank guarantee of a Sparkasse (savings bank) or
      major German bank, which shall be the Lessee's main duty arising from this
      agreement. The guarantee shall be issued in the amount of 3 monthly rent
      payments plus advance payments towards ancillary costs and sales tax, and
      is to be presented to the Lessor within three months of the request in
      accordance with sentence 1.

      The leased premises can only be transferred to the Lessee after provision
      of the guarantee. If the monthly payment obligations of the Lessee are
      increased, the Lessor can request a corresponding increase in the security
      payment.

2.    The guarantee is to be returned by the Lessor after termination of the
      lease agreement and once the Lessee has left the property given the Lessee
      has fulfilled all obligations arising from this lease agreement.

3.    The Lessee shall notify the Lessor in due time of any changes in its
      belonging to the US Can Group or of any changes in its majority
      shareholding. Should the Lessor consider the credit standing of the Lessee
      to be limited subsequent to such a change, the Lessor maintains the right
      to require additional securities to ensure the fulfillment of payment
      obligations arising from this lease agreement.

                                   SECTION 16

This agreement applies with respect to and against the legal successors of both
parties.

                                   SECTION 17

Place of fulfillment for all obligations arising from this agreement and venue
shall be the location of the lease object.

                                   SECTION 18

1.    No oral agreements have been made.

2.    Changes and supplements to this agreement require written form. This also





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      applies with respect to a change to this written form clause.

3.    Should one or several provisions of this agreement be or become entirely
      or partly invalid, this shall not affect the remaining provisions which
      shall remain in full force and effect. The parties undertake to agree on a
      provision coming as close as possible to the original intention of the
      parties from an economic point of view.

                   , den
-------------------      ------------------------


----------------------------
     -----------------------

May-Geske                                                      May Verpackungen






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                                 LEASE AGREEMENT

                                     between

the company MAY GRUNDBESITZ GMBH & CO. KG, represented by MAY
Grundbesitzverwaltung GmbH, this in turn represented by its managing directors
Mr Thomas May and Mr Klaus Geske

                                                        - hereinafter "Lessor" -

and

the company MAY VERPACKUNGEN GMBH & CO. KG represented by MAY Verpackungen
Verwaltung GmbH, this in turn represented by its managing director Mr Jurgen May

                                                        - hereinafter "Lessee" -







                                    PREAMBLE:

May Holding GmbH & Co. KG is owner of the business premises in
Erftstadt-Kottingen, Peter-May-Stra(beta)e 45, registered in the land register
of Liblar, Local Court of Bruhl, sheet no. 0997, floor 1, 4, 5. The ownership of
the lease object has been transferred from May Holding GmbH & Co KG to May
Grundbesitz GmbH & Co. KG effective December 30, 1998. Registration with the
land registry of the transfer of ownership has been granted and applied for. The
real property has been built upon with office buildings, production halls and
storage facilities.

                                      SECTION 1

                          OBJECT OF THE LEASE AGREEMENT

1.    The Lessor leases to the Lessee the production, storage, office,
      laboratory and other areas outlined [in color] on the site-plan enclosed
      as ANNEX 1. The Annex is a component of this agreement. In total, the
      leased area amounts to 37,493.60 m(2) at the time of contractual
      conclusion. The Lessor allows the Lessee to use free of charge driveways
      leading to the lease object listed in the Annex as well as any new
      driveways to be built after conclusion of this lease agreement.

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2.    The Lessor grants the Lessee the proportional use of the total 470-500
      parking spaces within the plant's premises. The proportion of parking
      spaces granted to the Lessee corresponds to the percentage of the total
      number of May Verpackungen GmbH & Co. KG employees on the leased area,
      which shall never exceed 50%. The number of parking spaces granted to the
      Lessee shall reflect changes in the total number of May Verpackungen GmbH
      & Co. KG employees, which constitutes the proportion of the total number
      of all employees on the leased area, which shall not exceed 50%. Such
      adjustment shall occur annually and shall be in effect as of January 1 of
      the calendar year. The basis for such an adjustment shall be the number of
      workers employed on December 31 of the respective previous calendar year.
      In creating the basis for the percentage of the number of employees of May
      Verpackungen GmbH & Co. KG to the total number of employees on the leased
      area, which for example if consisted of 47.8%, the Lessee would be granted
      225 - 239 parking spaces. The Lessee does not have the right to claim or
      restrict certain parking spaces for its own use.

3.    The Lessee has the right to use the kitchen and sanitary installations
      located presently in the administration building insofar the office spaces
      leased to the Lessee are not furnished adequately and thus hinder the
      Lessee in its conducting of business. With prior notice the Lessee is
      entitled to shared use of the conference room located centrally on the
      first floor above ground level with the Lessor under the previously
      applicable conditions insofar the usage of the meeting room by the Lessor
      or a company of the May Group is not intended for the relevant time
      period. For future redistribution of office spaces within the same
      buildings, the Lessor and the Lessee agree to provide lockable spaces for
      each party and each office unit providing the aforementioned facilities.

4.    The Lessee has the right to use the gas station located on the business
      premises for its company vehicles. Current gasoline prices shall apply.
      The Lessor maintains the right to close the gasoline station at any time
      or to change usage thereof.

5.    Security guards and reception staff in the administration building shall
      be employed jointly by the Lessor and the Lessee. The Lessee is entitled
      to usage of services by security guards located at the main entrance of
      the plant's premises. The Lessor is not obliged to maintain the service of
      the security guard staff nor of the reception staff during the course of
      this lease agreement. The Lessee has the right to maintain at its own
      expense security guard services upon their suspension.

6.    The Lessee has the right to use the forecourt of the business premises and
      to install flags and signs carrying its name and trademark to the same
      extent as the Lessor insofar the rights of the Lessor and other lessees
      located in the same business area have not been impaired. Upon request by
      the Lessor the Lessee is obliged to remove such company advertisements
      after termination of this lease agreement. The Lessee shall be liable for
      all visible and invisible damages arising from the installation or removal
      of company advertisements.





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7.    The Lessee is aware of the condition of the leased object and acknowledges
      the condition as being in compliance with this lease agreement.

8.    Upon designing the lobby of the administration building the Lessor will
      take into account the business interests of the Lessee.



                                    SECTION 2

                              PURPOSE OF THE LEASE

1.    The lease is for the purpose of using the premises within the scope of the
      present business objectives of the Lessee.

2.    Changes to the purpose of the lease require the prior written approval of
      the Lessor.

3.    The Lessee shall be responsible for fulfilling the relevant statutory and
      official conditions relating to the business operations and shall adhere
      to all statutory provisions and guidelines. This includes, in particular,
      the provisions relating to fire protection.

                                    SECTION 3

                            DURATION OF THE AGREEMENT

1.    The lease begins on January 1, 2000 and shall be concluded for a fixed
      term ending January 1, 2020. After the end of the lease period the Lessee
      shall be entitled to prolong the lease for an additional five-year-term
      with written notification to the Lessor that has to be received by the
      Lessor 12 months prior to the end of the lease, at the latest. The option
      to extend the lease agreement may be utilized once more after termination
      of prolonged term with the same notification period.

2.    The lease agreement shall terminate automatically upon the termination
      date of the concluded lease agreement between the Lessee and
      Grundbesitzverwaltungsgesellscahft May-Geske Peter-May-Stra(beta)e I
      Gesellschaft burgerlichen Rechts concluded on the day of signature of this
      agreement enclosed as ANNEX 2.

3.    The Lessor can terminate the lease agreement for cause with immediate
      effect in particular if,

            -     the Lessee is in default with more than three monthly rent
                  payments or

            -     insolvency or other judicial or extra-judicial proceedings
                  serving the regulation of debts have been initiated in respect
                  of the property of the Lessee or the Lessee has permanently
                  ceased business operations or its official permit has been
                  withdrawn or withdrawal is threatening for any reasons
                  whatsoever or


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            -     despite written warning, the Lessee contravenes essential
                  provisions of the lease agreement. Usage of lease object not
                  in compliance with this agreement, destruction of or severe
                  harm to the lease object shall be considered a violation of
                  the principal conditions stated in this lease agreement.

      The Lessee shall be liable to the Lessor for failure of rent payments,
      ancillary costs and other performances.

4.    Upon the expiry of the term of the lease, Sec. 568 BGB shall not be
      applicable for either party.

5.    In the event of complete or predominant destruction of the lease object
      not covered under any insurance policy of the Lessor, the Lessor shall not
      be responsible for any duty to restore the lease object to its previous
      state. Upon prior written consent of the Lessor, who may only insert an
      objection in the event of an important reason, the Lessee has the right to
      restore at its own expense the lease object as soon as possible. In the
      event that the lease object has been restored, the lease charges shall be
      re-negotiated by both parties in due time. Each party shall suggest and
      agree on an adjusted amount for lease charges. Should no agreement be met,
      the Chamber of Commerce and Industry shall appoint an expert official, who
      acting as arbitrator will determine the adjusted amount of lease charges.
      The costs arising from such arbitration will be bore equally by both
      parties.



                                    SECTION 4

                                      RENT

1.    The monthly rent amounts to DM 211,529.68.

      The rent to be paid for the individual areas is enclosed in ANNEX 3. In
      addition, the Lessee is to pay sales tax in the applicable amount. Should
      a new measurement of the lease object prove a deviation in the number of
      m(2) of the lease object as stated in Sec. 1 No 1, the amount of rent
      shall be modified accordingly.

2.    The rent shall be due one month in advance and must have been paid into an
      account specified by the Lessor on the fifth working day free of charge
      for the Lessor.

3.    Should the cost of living index of a 4-person employee household with
      average income (basis 1991 = 100) established by the Federal Office for
      Statistics or a replacement authority change by more than 10% as compared
      to the situation at the time of concluding this agreement, the rent agreed
      in this agreement will automatically be adjusted by the same percentage
      without any action on the part of the contractual parties. Also after an
      adjustment in the amount of rent in accordance with the above paragraph,
      the adjusted amount of rent will once again automatically change without
      any action on the part of the contractual parties as soon as the cost of
      living index described above deviates by at least a further 10% from the
      figures decisive for the preceding


<PAGE>   14

      change. Calculation of the new amount of rent shall always begin with the
      amount of rent most recently in effect after reaching the 10% limit. If
      this rent adjustment clause is subject to the approval of the Federal
      Office for Economy (Bundesamt fur Wirtschaft), the contractual parties
      shall submit to the decision of this office. Should the Federal Office not
      approve this value adjustment clause for Economy, the contractual parties
      shall both consent to a valid formula for calculating the rent adjustment
      in accordance with the above agreement.



                                    SECTION 5

                                 ANCILLARY COSTS

1.    The Lessee shall bear all operating costs within the meaning of Annex 3 to
      Sect. 27 of the Second Calculation Ordinance (Berechnungsverordnung).
      Separate service agreements exist for the supply area (gas, electricity
      and drinking water supply) and for wastewater removal. The Lessor shall
      ensure the Lessee access to all supply lines. Furthermore, the Lessee
      shall bear ancillary costs arising on its part of the real property,
      especially ground tax, property insurance, care of property/winter
      service, general administration of the real estate, security guard
      service, etc. The Lessee shall bear the sales tax in the applicable
      amount. A list of the ancillary costs is enclosed as ANNEX 4. The Annex is
      a component of this lease agreement. The code key listed in the Annex for
      the calculation of each ancillary cost has not been determined. Should the
      code key undergo any changes, the Lessor maintains the right to adjust the
      ancillary costs accordingly.

2.    Should public duties relating to the lease object be increased or
      introduced after contractual conclusion, the Lessee is obliged to pay the
      corresponding additional amount as of the date at which they come into
      existence.

3.    Operating costs and ancillary costs are to be settled and invoiced on a
      monthly basis. As stated in paragraph 4 of this clause these settlements
      are advance payments of the annual settlement and invoicing. The Lessor
      maintains the right to an annual adjustment in the amount of the monthly
      settlement to reflect a possible change in the operating costs and
      ancillary costs. The Lessee maintains the right to inspect documents
      relevant to the settlement.

4.    Ancillaries have to be accounted annually.



                                    SECTION 6

                             SET-OFF, LIEN, DAMAGES

1.    The Lessee can only set off claims against the rent and ancillary cost
      claims of the Lessor if such claims are undisputed or have been determined
      with res judicata effect. Furthermore, it can only assert a lien in
      respect of such claims.

2.    The assertion of damage claims by the Lessee on account of a defect of the
      lease object or due to a default on the part of the Lessor in removing the
      defect



<PAGE>   15

      is excluded to the extent that the defect was not caused by the Lessor
      intentionally or with gross negligence.



                                    SECTION 7

               INTERIOR DECORATIVE REPAIRS, MAINTENANCE AND REPAIR

1.    The Lessee shall treat the leased object with due care. It shall carry out
      decorative repairs at its own expense at appropriate intervals.
      Furthermore, the Lessee shall bear costs for the routine maintenance and
      repair of the interior of the lease object.

2.    Furthermore the Lessee shall bear the following costs of maintaining and
      repairing the outside walls and roof of the leased object:

      -     heating and ventilation equipment,

      -     other miscellaneous equipment belonging to the lease object and
            technical installations including shafts for cables and wiring

      -     permanent exterior equipment.

3.    The Lessor shall bear the costs of maintaining and repairing the exterior
      walls and roof of the leased object:

      -     building construction,

      -     roofing,

      -     lightening protection equipment.



                                    SECTION 8

                        STRUCTURAL CHANGES BY THE LESSEE

The Lessee is only entitled to carry out structural changes to the leased object
(fittings, installing and changing boilers, installations, conversions, etc.)
with the prior written consent of the Lessor, which shall not be unreasonably
withheld. With prior consent of the Lessor, the Lessee shall be responsible for
obtaining any construction permits as well as other necessary permits, and with
respect to the measures to be carried out shall bear the costs of maintaining
the object and removing all hazards as well as the risk of any damages.




<PAGE>   16

                                    SECTION 9

                                    INSURANCE

The Lessee shall take out sufficient insurance policies for the buildings and
inventory belonging to the lease object, as well as an operating liability
insurance policy for personal and property damage. Should an insurance policy be
held in the name of the Lessor as owner for legal reasons, the Lessee remains
obliged to make premium payments.

                                   SECTION 10

                     DUTY TO MAINTAIN SAFETY ON THE PREMISES

1.    The Lessee shall be responsible for keeping the entire lease object clean
      and tidy with the exception of driveways and walkways leading to and
      within the lease premises.

2.    Internally, the Lessee shall assume the duty to provide safety on the
      premises with respect to the entire lease object including the buildings
      and parts of buildings established after contractual conclusion. The
      Lessee shall indemnify the Lessor against any claims of third parties
      asserted against the Lessor on account of a violation of its duty to
      maintain safety on the premises.

                                   SECTION 11

                          RETURN OF THE LEASED PREMISES

Upon termination of the lease agreement, all leased areas shall be cleared and
returned in an orderly condition after the necessary interior decorative repairs
have been carried out. Any structural changes carried out to the lease object
shall remain after termination of the lease agreement given the Lessor and
Lessee both consented to the structural changes. The Lessee shall not receive
any compensation in this respect.

                                   SECTION 12

                                   SUBLEASING

The Lessee shall not be entitled to sublease the lease object or transfer it for
use in any other way in whole or in part unless the Lessor has given its prior
written consent. The Lessor may refuse its consent only in the case of important
reason in relation to the third party. An important reason within this meaning
is, in particular, if the third party, either a natural person or a legal
entity, is a competitor of the business operations of the Lessor. Subleasing by
the Lessee to companies belonging to the US Can Group shall not require the
Lessor's prior consent.


<PAGE>   17

                                   SECTION 13

                                     DAMAGES

1.    The Lessee shall be liable to the Lessor for damages caused by the Lessee,
      its employees and workers, as well as craftsmen, subleasees, visitors,
      suppliers, customers and other associated persons of or in the lease
      object. In particular, the Lessee shall be liable for damages arising due
      to an unprofessional treatment of the energy and water supplies as well as
      water, environment and ground contamination. The Lessee will be liable
      irrespective of any culpable behavior by the party causing the damage.

1.    The Lessee shall also be liable to the Lessor for damages caused by
      itself, its employees and workers, its craftsmen, sublessees, visitors,
      suppliers, customers and other associated persons of neighboring property,
      including the buildings and objects to be found on this property,
      irrespective of any culpability on the part of the Lessee. Should the
      Lessor be liable for such damage in its capacity of owner of the property,
      the Lessee shall indemnify the Lessor against all damages claims asserted
      against it.

                                   SECTION 14

                   ENTERING OF THE LEASE OBJECT BY THE LESSOR

With prior notification to the Lessee, the Lessor or an agent of the Lessor
shall be entitled within the purpose of this agreement to enter the leased
object during usual business hours in order to control compliance with
obligations under this lease agreement by the Lessee. In the event of imminent
danger the Lessor shall be entitled to enter the leased object at any time.



<PAGE>   18

                                   SECTION 15

                                SECURITY MEASURES

1.    At the Lessor's request, the Lessee is obliged to provide for all payment
      obligations arising from this lease agreement a written, unlimited,
      irrevocable, absolute bank guarantee of a Sparkasse (savings bank) or
      major German bank, which shall be the Lessee's main duty arising from this
      agreement. The guarantee shall be issued in the amount of 3 monthly rent
      payments plus advance payments towards ancillary costs and sales tax, and
      is to be presented to the Lessor within three months of the request in
      accordance with sentence 1.

      The leased premises can only be transferred to the Lessee after provision
      of the guarantee. If the monthly payment obligations of the Lessee are
      increased, the Lessor can request a corresponding increase in the security
      payment.

2.    The guarantee is to be returned by the Lessor after termination of the
      lease agreement and once the Lessee has left the property given the Lessee
      has fulfilled all obligations arising from this lease agreement.

3.    The Lessee shall notify the Lessor in due time of any changes in its
      belonging to the US Can Group or of any changes in its majority
      shareholding. Should the Lessor consider the credit standing of the Lessee
      to be limited subsequent to such a change, the Lessor maintains the right
      to require additional securities to ensure the fulfillment of payment
      obligations arising from this lease agreement.



                                   SECTION 16

                                 LEGAL SUCCESSOR

This agreement applies with respect to and against the legal successors of both
parties.

                                   SECTION 17

                         PLACE OF FULFILLMENT AND VENUE

Place of fulfillment for all obligations arising from this agreement and venue
shall be the location of the lease object.


                                   SECTION 18

                                  MISCELLANEOUS

1.    No oral agreements have been made.



<PAGE>   19

2.    Changes and supplements to this agreement require written form. This also
      applies with respect to a change to this written form clause.

3.    Should one or several provisions of this agreement be or become entirely
      or partly invalid, this shall not affect the remaining provisions which
      shall remain in full force and effect. The parties undertake to agree on a
      provision coming as close as possible to the original intention of the
      parties from an economic point of view.



Erftstadt,                                   Erftstadt,
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MAY Grundbesitz GmbH & Co. KG                 MAY Verpackungen GmbH & Co. KG