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                      [SALOMON BROTHERS INC. LETTERHEAD]

                                                                    EXHIBIT 10.2



September 3, 1997



U.S. Can Corporation
900 Commerce Drive
Oak Brook, Illinois 60521


Attention:       Timothy W. Stonich
                 Executive Vice President &
                 Chief Financial Officer

Ladies and Gentlemen:

            Section 1.  Services to be Rendered.  The purpose of this letter is
to confirm the engagement of Salomon Brothers Inc ("Salomon") by U.S. Can
Corporation (the "Company") on an exclusive basis to render financial advisory
and investment banking services to the Company in connection with the possible
sale of its metal services business ("Metal Services") or a controlling
interest in Metal Services to another corporation or other business entity (a
"Buyer"), (a "Sale Transaction").

            If so requested by the Company, Salomon will render, in accordance
with its customary practice, an opinion (the "Opinion") as to the fairness,
from a financial point of view, to the shareholders of the Company of the
consideration to be received in a Sale Transaction, with the understanding that
in rendering the Opinion Salomon will rely, without independent investigation,
on information furnished to it by the Company (which information the Company
hereby warrants shall be complete and accurate in all material respects, and
not misleading) or other relevant parties or publicly available and that the
Opinion may be in such form as Salomon shall determine and Salomon may qualify
the Opinion in such manner as Salomon believes appropriate. Notwithstanding
anything to the contrary elsewhere herein, the Company may reproduce the
Opinion in full in any statement on Schedule 14D-9 or proxy statement relating
to such Sale Transaction (the "Statement") that the Company files under the
Securities Exchange Act of 1934 and distributes to its shareholders.  In such
event, the Company may also include references to the Opinion and to Salomon
and its relationship with the Company (in each case in such form as Salomon
shall approve) in the Statement.

            Section 2.  Fees.  The Company shall pay to Salomon for its
services hereunder the following cash fees:






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                (a)      $100,000.00, payable promptly following the Company's
         execution of this letter; plus

                (b)      an additional fee of $700,000.00, such additional fee
         to be contingent upon the consummation of a Sale Transaction and
         payable at the closing thereof.

            Section 3.  Expenses.  In addition to any fees that may be payable
to Salomon hereunder and regardless of whether any Sale Transaction is proposed
or consummated, the Company hereby agrees, from time to time upon request, to
reimburse Salomon for all of Salomon's reasonable travel and other
out-of-pocket expenses incurred in connection with any actual or proposed Sale
Transaction or otherwise arising out of Salomon's engagement hereunder.

            Section 4.  Indemnity.  Salomon and the Company have entered into a
separate letter agreement, dated July 9, 1997, providing for the
indemnification of Salomon by the Company in connection with Salomon's
engagement hereunder. 

            Section 5.  Termination of Engagement.  Salomon's engagement
hereunder may be terminated by either the Company or Salomon at any time, with
or without cause, upon written advice to that effect to the other party;
provided, however, that Salomon will be entitled to its full fee under Section
2 hereof in the event that at any time prior to the expiration of one year
after such termination a Sale Transaction is consummated; and provided,
further, that the provisions of this Section 5 and Sections 3 and 6 hereof
shall survive such termination.

            Section 6.  Miscellaneous.

            (a)   THIS LETTER AGREEMENT AND THE RELATED INDEMNIFICATION
         AGREEMENT REFERRED TO ABOVE SHALL BE DEEMED MADE IN NEW YORK.
         SUCH AGREEMENTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
         YORK, WITHOUT REGARD TO SUCH STATE'S RULES CONCERNING CONFLICTS OF
         LAWS.  ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR
         PROCEEDING RELATED TO OR ARISING OUT OF THIS ENGAGEMENT, OR ANY
         TRANSACTION OR CONDUCT IN CONNECTION HEREWITH, IS WAIVED.

            (b)   The Company expressly acknowledges that all opinions and
         advice (written or oral) given by Salomon to the Company in
         connection with Salomon's engagement are intended solely for the
         benefit and use of the Company (including its management, directors
         and attorneys) in considering the transaction to which






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         they relate and the Company agrees that no such opinion or
         advice shall be used for any other purpose or reproduced,
         disseminated, quoted or referred to at any time, in any manner or for 
         any purpose, nor shall any public references to Salomon be made by the
         Company (or such persons), without the prior written consent of
         Salomon, which consent shall not be unreasonably withheld.

            (c)   The Company expressly acknowledges that Salomon has been
         retained solely as an advisor to the Company, and not as an
         advisor to or agent of any other person, and that the Company's
         engagement of Salomon is not intended to confer rights upon any
         persons not a party hereto (including shareholders, employees or
         creditors of the Company) as against Salomon, Salomon's affiliates or
         their respective directors, officers, agents and employees. 

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   Please confirm that the foregoing is in accordance with your understandings
and agreements with Salomon Brothers Inc by signing and returning to Salomon
Brothers Inc the duplicate of this letter enclosed herewith.

                               Very truly yours,

                               SALOMON BROTHERS INC



                               By     /s/ Charles Bobrinskoy            
                                      ----------------------
                                      Managing Director
ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:


U.S. Can Corporation


By     /s/ Timothy W. Stonich              
       ----------------------
       Title: Exec. VP