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                                                                   EXHIBIT 10.2

                           LIMITED LICENSE AGREEMENT

         This Limited License Agreement (the "Agreement") is made the 8th day
of March "100") by and between OWENS-BROCKWAY GLASS CONTAINER INC.
("Owens-Brockway" or " "Owens") and ANCHOR GLASS CONTAINER CORPORATION
("Anchor").

         WHEREAS, in connection with and as contemplated by the Settlement
Agreement among Owens-Brockway, Owens-Illinois, Inc. and Anchor dated March 8.
2002 (the "Settlement Agreement"), the parties to this Limited License
Agreement desire to terminate the existing Technical Assistance and License
Agreement between Owens-Brockway and Anchor dated December 18, 1996 (the
"TALA"); and

         WHEREAS, as part of that Settlement Agreement, the parties hereto
further wish to provide for the continued use by Anchor of such patented and
unpatented processes, machinery or equipment incorporating or embodying
Technical Information (as defined herein), including but not limited to
Licensed Patents and Licensed Trade Secrets (each as defined herein) as may
have been commercially practiced by Anchor in the Licensed Territory while the
TALA was in effect or voluntarily made available to .Anchor during the term of
the Limited License hereunder (the "Technical Information in Place");

         NOW THEREFORE, in consideration of the agreements set forth in the
Settlement Agreement and hereinafter expressed and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.
Owens-Brockway and Anchor agree as follows:

I.       DEFINITIONS

         (a) The term "Affiliate" shall mean, with respect to any person, any
person which directly or indirectly controls or is controlled by or is under
common control with such person.

         (b) The term "control" (including the terms "controlling," "controlled
by" and under "common control with") shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a person.

         (c) The term "Antitrust Sensitive Information" shall mean any
information (including, without limitation, information relating to pricing,
costs, sales, credit, marketing or production capacity) which, in the opinion
of the party requested to disclose or license such information, is sensitive
from the standpoint of the antitrust laws of the United States or any political
subdivision thereof the "antitrust laws") and the disclosure


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                                                                              2


or licensing of which in the opinion of such party would be inappropriate from
the standpoint of the antitrust laws or would result in a violation of the
antitrust laws.

         (d) The term "Licensed Products" shall mean soda-lime glass containers
such as bottles and jars made substantially of nitrous soda-lime silicate
composition.

         (e) The term "Technical Information" shall mean all technical facts,
information, data or advice, whether written or oral (including, without
limitation, reports, letters, drawings, training and operating manuals,
specifications, bills of materials, photographs, advertisements, and the like),
relating to furnaces, compositions, product designs, machines, molds, methods,
techniques, processes, factory administration and scheduling management, and
access to associated computer services, which were or are made available to
Anchor pursuant to the TALA or voluntarily under this Agreement by
Owens-Brockway or any transferee of Owens-Brockway's computer services
department, including multiple gob narrow neck press and blow forming
technology and equipment and the rights thereto as developed by Owens-Brockway
or acquired by Owens-Brockway from Hermann Heye of Obernkirchen. Federal
Republic of Germany (the multiple gob narrow neck press and blow forming
technology, including applicable know-how and trade secrets and equipment as
the same may be improved and upgraded from time to time, shall be collectively
referred to as the "Multiple Gob Press and Blow Technology"), but shall not
include:

                  (i)      any facts, information, data, advice or computer
         services that Owens-Brockway received from third parties and which
         could not or may not lawfully be disclosed by it, or the utilization
         of which requires or would have required the payment by Owens-Brockway
         of royalties to third parties;

                  (ii)     any facts, information, data, advice or computer
         services that Owens-Brockway developed for, or in cooperation with,
         third parties, and which it is obligated to maintain in confidence:

                  (iii)    any facts, data, formulas, compositions, processes,
         apparatus, computer programs, compilations of information or any other
         patented or unpatented technology, information or equipment relating
         to the Owens-Brockway development known as "cased gob technology."
         thereby a glass container of a first composition is formed with an
         outer glass layer of a second composition; or

                  (iv)     any Antitrust Sensitive Information.

         Owens-Brockway and Anchor acknowledge and agree that computer programs
which function to provide management information (e.g.. programs for product
information computer and control system supervisory computer) or function to
control machinery/equipment provided by Owens-Brockway (e.g.. programs for
Com-Soc. Auto-Mot, batch computing furnace computer and glass conditioning
computer) have been or may be provided by Owens-Brockway only as an integral
part of such



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                                                                              3


machinery/equipment unless otherwise specifically agreed upon by Owens-Brockway
all computer-programs being considered trade secrets of Owens-Brockway.

         (f) The term "Licensed Territory" shall mean the United States of
America.

         (g) The term "Licensed Patent" shall mean any patent of the Licensed
Territory pertaining to Licensed Products, including the manufacture thereof,
owned or acquired by Owens-Brockway or in which Owens-Brockway has or had
licensable rights and which is based on any item of Technical Information.

         (h) The term "Licensed Trade Secret" shall mean any and all Technical
Information of a confidential nature or in which Owens-Brockway has licensable
proprietary rights such as formulas, processes, apparatus, compilations of
information and the like which was or is used by Owens-Brockway in the Licensed
Territory to give it an advantage over competitors who did or do not use it and
which was or is designated in writing as a trade secret at the time of
disclosure or thereafter. It is understood that the term "Licensed Trade
Secret" shall include both industrial and commercial trade secrets.

         (i) The term "Net Sales Price" shall mean the sales price for
shipments of Licensed Products as itemized on customer invoices, debit memos
and credit memos net of (i) discounts and allowances made in the ordinary
course of business, (ii) expenses relating to freight, transportation,
insurance, packaging and non-glass accessories or components, (Hi) sales and
use taxes and other similar governmental charges and (iv) returns for credit.
In the case of Licensed Products sold by Anchor to any other person which is so
closely allied to Anchor as to prevent arm's-length bargaining, the Net Sales
Price shall be no lower than the net sales price charged by such seller for
similar products sold in the same period to customers not thus closely allied.
Anchor shall not change the method or system it uses to invoice customers, or
otherwise change its accounting methodology, in order to reduce the amount of
payments to be made to Owens-Brockway under paragraph III.A.3.

         (j) The term "person" shall mean any natural person, corporation,
division of a corporation, business trust, joint venture, association, company
or partnership.

         (k) The term "Prime Rate" shall mean at any time the rate of interest
per annum publicly announced from time to time by Citibank. N.A. as its prime
rate in effect at its principal office in New York, New York.

         (1) The term "Subsidiary" shall mean a person, a majority of the total
outstanding Voting Power of which is owned, directly or indirectly, by a parry.

         (m) The term "Voting Power," when used with reference to the capital
stock of. or other ownership interest in, any person, shall mean the power
under ordinary circumstances (and not merely upon the happening of a
contingency) to vote in the election of directors of such person (if such
person is a corporation) or to exercise rights



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                                                                              4


in respect of such person equivalent to the right to vote in the election of
directors (if such person is not a corporation).

         (n) The term "Settlement Agreement" shall have the meaning set forth
in the recitals hereto.

         (o) The term "TALA" shall have the meaning set forth in the recitals
hereto.

         (p) The term "Technical Information in Place" shall have the meaning
set forth in the recitals hereto.

II.      TERMINATION OF THE TALA

         A.       Owens-Brockway and Anchor hereby terminate the TALA effective
                  as of the effective date of this Agreement, which shall be
                  the Effective Date of the Settlement Agreement (as defined
                  therein). Following the effective date of this Agreement, the
                  panics shall have no rights or obligations under the TALA.

         B.       Except as otherwise provided herein. Anchor hereby agrees to
                  relinquish any and all rights it may have or once had under
                  the TALA to use or obtain, in any way, any Technical
                  Information generated, created, developed, conceived or
                  reduced to practice by Owens-Brockway subsequent to the
                  effective date of this Agreement. No patent or other rights
                  which Owens-Brockway may obtain with respect to such
                  subsequent Technical Information shall limit or restrict
                  Anchor's right to and use of Technical Information in Place.
                  Nothing in this Agreement shall limit Anchor's right or
                  privilege to challenge Owens-Brockway's patent or other
                  rights in such subsequent Technical Information or to assert
                  a right or privilege to use such subsequent Technical
                  Information lawfully obtained from any other source
                  (including lawful licenses from third parties) as long as
                  Anchor does not base its rights or privileges directly or
                  indirectly upon the TALA or this Agreement (except to the
                  extent that such subsequent Technical Information has
                  voluntarily been made available to Anchor by Owens-Brockway
                  and otherwise meets the definition of Technical Information
                  in Place under this Agreement).


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                                                                              5

III.     LIMITED LICENSE AND PAID-UP LICENSE TO USE TECHNICAL INFORMATION

         A.       Owens-Brockway hereby grants to Anchor, and Anchor hereby
                  accepts, a non-exclusive, non-divisible, non-transferable
                  right and license under the Licensed Patents and Licensed
                  Trade Secrets to use Technical Information in Place at any
                  Anchor Facility (as that term is defined in the Settlement
                  Agreement) located within the Licensed Territory (the
                  "Limited License") under the following terms and conditions:

                  1.       The term of this Limited License shall extend until
                           December 31. 2005.

                  2.       No Subsidiary or Affiliate of Anchor, wherever
                           located, shall have any right under this Agreement
                           without Owens-Brockway's express written consent.

                  3.       Subject to paragraph 111.1.1 hereof.-the Limited
                           License granted by Owens-Brockway hereunder is
                           contingent upon and subject to the timely payment of
                           royalties by Anchor at the rate of three tenths of
                           one percent (.3%) of the Net Sales Price of all
                           Licensed Products manufactured under this Limited
                           License which axe sold or otherwise transferred by
                           Anchor during the term of this Limited License. Such
                           royalty payments shall be calculated during the term
                           of this Limited License as of the end of each
                           calendar quarter and. to the extent applicable,
                           amounts denominated in a foreign currency shall be
                           converted into United States Dollars using the
                           official exchange rate if one exists or otherwise at
                           the exchange rate announced by Citibank. N.A. of New
                           York, New York as of such date.

                           It is understood and agreed that these royalty
                           payments based upon Net Sales Price arc for the
                           administrative convenience of the panics in avoiding
                           determinations of the extent of the use of the
                           various Licensed Patents and Licensed Trade Secrets,
                           and associated bookkeeping and reporting, and
                           include the payment for patent rights under the
                           Licensed Patents.

                           In addition to the patent licenses and rights
                           obtained under the Licensed Patents, the parties
                           agree that the royalty payments has<d on Net Sales
                           Price art in consideration for the right of access
                           to Technical Information in Place and the right to
                           use unpatented Technical Information in Place and
                           Licensed Trade Secrets. I he panics agree that the
                           fair value of these rights and licenses is as
                           specified herein.


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                                                                              6


                           Anchor shall further pay all taxes and governmental
                           impositions of every character, other than income
                           and similar taxes (including those which must be
                           withheld by Anchor on account for Owens-Brockway),
                           required by law to be paid by Owens-Brockway or
                           Anchor as a tax upon, or as a condition or
                           prerequisite of receipt of. payments provided for by
                           this paragraph III.A.3. or by other provisions of
                           this Limited License. As to any income and similar
                           taxes withheld from payment hereunder. Anchor shall
                           provide Owens-Brockway with certificates evidencing
                           the payment and amount of such taxes.

                           It is contemplated by the parties that Anchor will
                           be responsible for collecting all reports and
                           payments due Owens-Brockway and to deliver such
                           reports and payments to Owens-Brockway to insure the
                           performance of the terms and conditions of this
                           Limited License by Anchor. For the avoidance of
                           doubt, Anchor shall owe royalties with regard to all
                           Licensed Products manufactured within the Licensed
                           Territory and sold or otherwise transferred by it
                           during the term of the Limited License, regardless
                           of the extent to which such Licensed Products
                           incorporate or embody, or are manufactured using
                           processes, equipment or machinery incorporating or
                           embodying, Technical Information, Licensed Patents
                           or Licensed Trade Secrets.

                  4.       If on December 31. 2005, there exists no uncured
                           substantial default under this Limited License,
                           notice of which has been provided to Anchor and the
                           persons entitled to receive such notice under the
                           Assurance Agreement (as defined in the Settlement
                           Agreement), Anchor shall have a paid-up perpetual
                           license to continue to use the Technical Information
                           in Place at any Anchor Facility located within the
                           Licensed Territory commencing upon expiration of
                           this Limited License on December 31, 2005 (the
                           "Paid-Up License"). If on December 31, 2005, there
                           is an outstanding notice of default and/or
                           termination as to which Anchor has timely demanded
                           arbitration and/or an arbitration is pending
                           relating to termination or default, the Paid-Up
                           License shall commence on December 31, 2005 and
                           continue until a final award in the arbitration and
                           thereafter, as the arbitration may or may not
                           determine. If on December 31, 2005, there is an
                           unresolved dispute as to the amount of royalty due
                           which is subject to audit, such dispute will not
                           affect the granting of the Paid-l p License provided
                           that Anchor subsequently pays all royalties due
                           consistent with the audit. If on December 31, 2005
                           or thereafter, there is a dispute about the
                           existence or terms of the Paid-Up License, that
                           dispute shall be subject to arbitration if requested
                           in accordance with this Agreement. The provisions of
                           Paragraphs


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                                                                              7


                           III.B, III.C. III.D. III.E. III.F. IH.G. III.H.
                           III.I. IV.A. IV.B. IV.C and FV.D below shall apply
                           to any such Paid-Up License, including those
                           provisions requiring the preservation of
                           confidentiality of Technical Information and
                           restricting the use of Technical Information to
                           within the Licensed Territory, except that Paragraph
                           III.C.2 shall not apply to the Paid-Up License and
                           Paragraphs III.G and III.H shall not apply after
                           December 31, 2010.

                  5.       The Limited License granted by Owens-Brockway
                           hereunder is contingent upon and subject to the
                           compliance by Anchor with the terms of the Permanent
                           Injunction incorporated in the Final Judgment (as
                           defined in the Settlement Agreement). Subject to the
                           arbitration provisions set forth herein and in the
                           Permanent Injunction, the court entering the Final
                           Judgment shall have sole and exclusive authority to
                           determine whether Anchor has failed to comply with
                           the terms of such Permanent Injunction.

                  6.       This Agreement does not restrict the sale throughout
                           the world of Licensed Products made in the Licensed
                           Territory by Anchor: provided, however, that Anchor
                           acknowledges that this Agreement does not grant to
                           Anchor any license under the patents, trade secrets
                           or other intellectual property rights of
                           Owens-Brockway in any country outside of the
                           Licensed Territory.

         B.       Anchor agrees that all Technical Information in Place made
                  available or disclosed to it by Owens-Brockway in accordance
                  with the terms of this Agreement or the TALA is solely for
                  the use of Anchor in the Licensed Territory in accordance
                  with this Agreement and shall remain the property of
                  Owens-Brockway, and that, during the term of this Agreement.
                  Anchor shall take all reasonable care to keep any and all
                  such Technical Information in Place confidential and shall
                  not disclose it to any third party (including, without
                  limitation, any person that has an ownership interest in
                  Anchor) or to any director of Anchor which is known to Anchor
                  to be an officer, director, partner, employee or at least 10%
                  stockholder of any person that (x) is a commercial customer
                  or an Affiliate of a commercial customer for glass containers
                  (a "Customer") or (y) is engaged in the manufacture or is an
                  Affiliate of a person engaged in the manufacture of rigid
                  containers of glass, metal or plastic (a "Manufacturer"),
                  unless such Technical Information in Place (i) becomes
                  generally available to the public other than as a result of a
                  disclosure by. or other wrongful act of. Anchor, (ii) was
                  lawfully available to Anchor from a source other than
                  Owens-Brockway, an Affiliate of Owens-Brockway. or a source
                  authorized by any of them, on a non-confidential basis prior
                  to its disclosure to Anchor by any such Owens-Brockway
                  authorized source, (iii) becomes available to Anchor on a
                  non-confidential basis from a source other than
                  Owens-Brockway, an Affiliate of Owens-Brockway, or a


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                                                                              8


                  source authorized by any of them, provided that such source
                  is not to Anchor to be bound by a confidentiality agreement
                  with Owens-Brockway, its Affiliates or an Owens-Brockway
                  authorized source, or (iv) is required by applicable law to
                  be disclosed. The foregoing obligation of confidentiality
                  shall terminate on December 31, 2010.

                  1.       Anchor agrees to provide the security necessary to
                           protect Licensed Trade Secrets under the laws of the
                           State of Ohio and the laws of the United States of
                           America.

                  2.       Further, and without limitation on the other
                           particular obligations or confidence recited herein.
                           Anchor shall not disregard the obligations of
                           confidence by using the Technical Information in
                           Place to guide a search by it of publications and
                           other p available information, to select a series of
                           items of knowledge from unconnected sources, and to
                           fit them together by use of the integrated
                           disclosure of Technical Information in Place in
                           Place to justify its disregard of the obligations of
                           confidence.

                  3.       Anchor has no right to disclose Technical
                           Information in Place which it is obliged to maintain
                           in confidence to any subcontractor without prior
                           approval by Owens-Brockway. Such consent shall not
                           be withheld if the subcontractor is reasonably
                           acceptable to Owens-Brockway, the purpose of the
                           disclosure is solely to permit the manufacture of
                           parts or equipment for use by Anchor in accordance
                           with the terms of this Agreement, and appropriate
                           safeguards are provided to protect the
                           confidentiality of, and any proprietary rights of
                           Owens-Brockway in, such material.

                  4.       Until such time as the Permanent Injunction to be
                           entered by the United States District Court for the
                           Southern District of New York as contemplated in
                           Section 4.2 of the Settlement Agreement is no longer
                           in effect. Ownes and Anchor agree that Anchor can
                           fulfill its obligations of confidentiality by
                           instituting and maintaining reasonable security
                           precautions which may include confidentiality
                           agreements for appropriate employees and limited
                           access to Technical Information in Place within
                           Anchor's organization on a need to know basis.

         C.       All obligations of Anchor under this Agreement shall be paid
                  at such place as Owens-Brockway shall designate and in United
                  States Dollars. Payments under paragraph 1II.A.3 shall be
                  made within thirty (30) days after the end of each calendar
                  quarter for all Licensed Products sold otherwise transferred
                  by Anchor during said calendar quarter. All other payments
                  due Owens-Brockway by Anchor under this Agreement shall be
                  made within thirty (30) days after receipt of Owens-Brockway
                  invoice.


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                                                                              9


                  1.       Any payments not made by Anchor to Owens-Brockway on
                           or before the due date thereof shall bear interest
                           from and after the due date at the Prime Rate in
                           effect on the date payment is due, such interest
                           rate to be adjusted at the beginning of each
                           calendar month thereafter. Even though nonpayment by
                           Anchor might result in termination of this Agreement
                           by Owens-Brockway, such interest shall continue to
                           accrue until complete payment including accrued
                           interest is made. Anchor's obligations under this
                           paragraph to pay such accrued interest to
                           Owens-Brockway at the earliest possible time shall
                           not be nullified by the occurrence of any
                           contingency referred to in paragraph III.E hereof.

                  2.       Anchor shall keep accurate records showing the
                           quantity, gross sales prices, allowable deductions.
                           Net Sales Price, purchasers, and date of sale or
                           other transfer of all Licensed Products sold or
                           otherwise transferred by such member during the term
                           of this Agreement, and Anchor shall furnish
                           Owens-Brockway, within thirty (30) days after the
                           end of each calendar quarter, a certificate signed
                           by an officer of Anchor showing the aggregate Net
                           Sales Price for all Licensed Products sold or
                           otherwise disposed of by Anchor during said calendar
                           quarter. Anchor shall, upon written request by
                           Owens-Brockway make said records available for
                           inspection at its place of business during normal
                           business hours and on a confidential basis, by an
                           independent Certified Public Accountant of national
                           standing which is designated by Owens-Brockway (and
                           which is reasonably acceptable to Anchor) who shall
                           certify to Owens-Brockway only the amount of
                           payments due for the period examined. Such Certified
                           Public Accountant shall agree not to communicate to
                           Owens-Brockway or any of its Affiliates any
                           information which it shall acquire during such
                           inspection, other than the amount of payments due to
                           Owens-Brockway. In the event of any disagreement
                           between Anchor and Owens-Brockway as to the amount
                           of payments due Owens-Brockway arising solely as a
                           result of a disagreement in the calculation of the
                           royalties. Anchor and Owens-Brockway agree that the
                           amount of payments certified by such Certified
                           Public Accountant shall, absent manifest error, be
                           deemed to be the amount of payments due to
                           Owens-Brockway.

         D.       Owens-Brockway makes no warranty or representation that
                  Anchor's utilization of Technical Information in Place in the
                  Licensed Territory will not infringe patents valid therein
                  which are owned by parties other than Owens-Brockway, nor any
                  warranty or representation as to the validity or scope of any
                  patent under which a license is granted to Anchor under this
                  Agreement. The obligations of Anchor to Owens-Brockway shall
                  be in no way affected, and no obligation of any character of
                  Owens-Brockway to


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                                                                             10


                  Anchor shall be created, by the fact that the utilization of
                  any Technical Information in Place in the Licensed Territory
                  might infringe the patent rights of others. Anchor assumes
                  all risks of liability to any third person by reason of
                  infringement of patents or other rights owned by third
                  persons. Anchor assumes all legal risks of claims and
                  lawsuits (including but not limited to product liability
                  claims, health and safety related claims. environmental
                  pollution related claims and patent infringement claims)
                  associated with Anchor's use of advice of Technical
                  Information in Place received from Owens-Brockway and Anchor
                  agrees to indemnify and hold Owens-Brockway harmless against
                  all reasonable costs, expenses and damages which may result
                  to Owens-Brockway from Anchor's use of Technical Information
                  in Place. It is understood, however, that Owens-Brockway
                  shall provide reasonable assistance in defense of any such
                  claims based on Anchor's use of Technical Information in
                  Place as received from Owens-Brockway at Anchor's request and
                  expense.

         E.       If the performance of this Agreement, or of any obligation
                  hereunder is prevented, restricted, or interfered with by
                  reason of:

                  (a)      Fire, explosion, breakdown or plant failure of
                  machinery, strike, lockout, labor dispute, casualty or
                  accident, lack of or failure in whole or in part of
                  transportation facilities, epidemic, cyclone, flood, drought,
                  lack of or failure in whole or in part of sources of supply
                  of labor, raw materials or power;

                  (b)      War, revolution, civil commotion, acts of public
                  enemies, blockades or embargo;

                  (c)      Any law, order, proclamation, regulation, ordinance,
                  demand or requirement of any government or any subdivision,
                  authority or representative of any such government: or

                  (d)      Any other acts whatsoever, whether similar or
                  dissimilar to above enumerated, beyond the reasonable control
                  of a party hereto, the party so affected, upon giving prompt
                  notice to the other party, shall be temporarily excused from
                  such performance to the extent of such prevention,
                  restriction or interference, except that the party so
                  affected shall use its best efforts to avoid or remove such
                  causes of nonperformance and shall make up, continue and
                  complete full performance hereunder with the utmost dispatch
                  whenever such causes arc removed: provided, however, that in
                  the event Owens-Brockway or Anchor chooses to consent to the
                  entry of a judgment against it by a United States court of
                  competent jurisdiction or enter into a consent decree with
                  any governmental instrumentality or authority rather than
                  incur substantial expenses or great inconvenience, the entry
                  of such judgment or consent decree shall excuse


<PAGE>

                                                                             11


                  the consenting party from performance hereunder to the extent
                  that such judgment or consent decree forbids or restrains
                  such performance.

         F.       Nothing herein shall be construed as requiring any member of
                  either party to disclose to the other party any knowledge or
                  information in violation of the laws of any country having
                  jurisdiction over such party or in violation of the rules,
                  regulations or requirements of any department, division, or
                  agency of any such country.

                  1.       Nothing in this Agreement shall authorize the
                           disclosure of classified security information,
                           material or know-how of the government of the United
                           States.

                  2.       Anchor agrees, with respect to any data included in
                           the Technical Information in Place, not to transmit
                           such data to any third party and not to sell
                           products produced by the use of such data to any
                           third parry, when such transmission or sale would be
                           in violation of any laws or regulations of the
                           United States, including but not being limited to
                           regulations of the United States Department of
                           Commerce regarding the export of technical data and
                           the direct products thereof.

         G.       Notwithstanding anything to the contrary contained in this
                  Agreement. Anchor will not, without Owens-Brockway's consent,
                  which shall not be unreasonably withheld, (i) issue or
                  transfer a majority of the capital stock or other ownership
                  interest or (ii) otherwise directly or indirectly effect a
                  change in control in Anchor to any Customer or Manufacturer.
                  Notwithstanding anything to the contrary contained in this
                  Agreement. Anchor shall not sell or otherwise transfer any
                  plant owned or operated by Anchor which utilizes Technical
                  Information in Place (including Licensed Trade Secrets or
                  Licensed Patents) to any Customer or Manufacturer.
                  Owens-Brockway will, not later than ten days after written
                  request by Anchor, confirm to Anchor whether or not
                  Owens-Brockway considers a person identified by Anchor to be
                  a Customer or Manufacturer. For purposes of the foregoing, it
                  is expressly understood that it shall not be unreasonable for
                  Owens-Brockway to withhold its consent to a transfer
                  hereunder to a Manufacturer that is a significant competitor
                  of Owens-Brockway, any of its Affiliates or licensees. The
                  foregoing paragraph shall be modified in accordance with
                  Sections 7.1 and 7.2 of the Settlement Agreement. This
                  provision shall not apply, and no notice under paragraph
                  III.H shall be required, in the case of the transfer of (i)
                  all or any portion of the capital stock or other ownership
                  interests of Anchor, or (ii) any Anchor Facility, which in
                  either case does not contain or utilize Technical Information
                  in Place in any equipment or machinery (such as furnaces
                  refiners, forehearths. electric boosts, feeding and delivery
                  systems, forming machines, inspection equipment and the
                  like).


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                                                                             12


         H.       Anchor will give Owens-Brockway not less than thirty (30)
                  days prior written notice of any transfer permissible under
                  paragraph III.G of this Agreement. Promptly after receipt of
                  such notice, Owens-Brockway will offer to enter into a
                  technical assistance and license agreement with such
                  transferee with terms substantially similar to the terms of
                  the Limited License set forth in this Agreement including,
                  without limitation, paragraphs III.B. III.F, III.G, III.H and
                  III.I. The amount of the royalty payment shall be reasonably
                  agreed by negotiation between Owens-Brockway and such
                  transferee. In the event Owens-Brockway and such transferee
                  do not promptly agree as to the amount of the royalty, the
                  determination of a reasonable royalty shall be submitted for
                  arbitration in accordance with paragraph III.J; provided that
                  the royalty rate shall in any event not be less than the
                  royalty rate specified in paragraph III.A.3. Any such
                  transfer shall not be consummated prior to the time
                  Owens-Brockway and such transferee have entered into such
                  technical assistance and license agreement, unless
                  Owens-Brockway has failed to comply with the provisions of
                  this paragraph.

         I.       l.       The Limited License and Raid-Up License may be
                           terminated by either party hereto upon any
                           substantial default of the other party by giving
                           written notice specifying the default, and such
                           termination shall become effective at the expiration
                           of sixty (60) days, unless such default is cured
                           within that time or unless the matter has been
                           referred to arbitration in accordance with paragraph
                           III.J of this Agreement.

                  2.       In the event of (i) a termination by Owens-Brockway
                           under paragraph III.I.1 or (ii) any termination of
                           this Agreement by a trustee, receiver or similar
                           official in a bankruptcy, receivership or similar
                           proceeding in respect of Anchor. Anchor shall not
                           retain any right to use any Technical Information in
                           Place: shall cease all use of such Technical
                           Information in Place immediately: shall return to
                           Owens-Brockway all materials relating to Technical
                           Information in Place (including copies and excerpts
                           therefrom) previously furnished to Anchor, and shall
                           preserve the confidentiality of such Technical
                           Information in Place in accordance with paragraph
                           HI.B of this Agreement until December 31, 2010
                           (notwithstanding the termination).

                  3.       Any party to this Agreement seeking to prevent
                           termination of the Limited License and. or Paid-Up
                           License from taking effect after receipt of any
                           written notice given pursuant to paragraph III.H. I
                           must do either of the following before such
                           sixty-day period has expired: (a) cure any
                           substantial default specified in the written notice,
                           or (b) commence an arbitration proceeding in the
                           forum and venue specified in Paragraph III.J hereof.
                           Upon expiration of the


<PAGE>

                                                                             13


                           sixty-day period without either action described in
                           (a) or (b) of the preceding sentence having been
                           taken, the Limited License and/or Paid-Up License
                           shall terminate in accordance with paragraph III.H.2
                           and be of no further effect. If the notice given
                           pursuant to paragraph III.H.1 does not explicitly
                           demand that the recipient of the notice commence
                           arbitration within sixty (60) days of such notice if
                           arbitration is desired, then arbitration commenced
                           in accordance with paragraph III.J hereof shall
                           prevent automatic termination under this paragraph
                           III.H.3.

         J.       All disputes or inabilities to agree arising in connection
                  with the interpretation of this Agreement which cannot be
                  settled by discussion and mutual accord between the parties
                  at the level of at least Corporate Vice President shall be
                  submitted to arbitration under the International Arbitration
                  Rules of the American Arbitration Association (AAA), but no
                  arbitration proceeding may revoke or revise any provision of
                  this Agreement and nothing herein shall preclude
                  Owens-Brockway from seeking judicial enforcement of the terms
                  of the Settlement Agreement or the Final Judgment. There
                  shall be three arbitrators. The seat of the arbitration shall
                  be in New York City, New York. Demand for arbitration shall
                  be made in writing and shall be served upon the party to whom
                  the demand is addressed by registered mail. A mere registered
                  letter will suffice for valid submission to the arbitration
                  court, an agreement of submission to arbitration prior
                  thereto not being necessary. Judgment upon the award rendered
                  may be entered in any court having jurisdiction or
                  application may be made to such court for a judicial
                  acceptance of the award and an order of enforcement, as the
                  case may be. Nothing herein shall preclude any party from
                  seeking judicial remedies that go beyond the power of the
                  arbitrators to adjudicate.

         K.       So long as there does not exist an uncured substantial
                  default under this Agreement which is not the subject of a
                  pending arbitration properly commenced pursuant to the terms
                  of this Agreement, upon request of Anchor, Owens-Brockway
                  will during the term of the Limited License and Paid-Up
                  License offer spare and repair parts to Anchor to the extent
                  such spare or repair parts are made or become available by or
                  through Owens-Brockway to third parties in the ordinary
                  course of Owens-Brockway's business, at prices and on terms
                  generally available to other Owens-Brockway Licensees. All
                  such spare and repair parts furnished to Anchor by
                  Owens-Brockway pursuant to this provision shall be subject to
                  the terms of this Agreement. In the event that spare and
                  repair parts as requested by Anchor are no longer made
                  available to third parties in the ordinary course of
                  Owens-Brockway's business. Anchor shall have the right to
                  manufacture (or to provide the necessary information to
                  others to manufacture) those spare or repair parts which are
                  unavailable from


<PAGE>

                                                                             14


                  Owens-Brockway as are required to maintain and operate
                  machinery and equipment located in any Anchor Facility which
                  incorporates Technical Information in Place, provided that
                  any third parry engaged by Anchor to manufacture such spare
                  or repair parts is not a Customer or Manufacturer (as those
                  terms are defined in the TALA) and, prior to the receipt by
                  it of any Technical Information in Place, such third party
                  shall have executed and delivered to Anchor and to
                  Owens-Brockway a confidentiality agreement (naming
                  Owens-Brockway as a third party beneficiary) requiring such
                  party not to disclose any information provided to it by
                  Anchor in connection with manufacturing such spare or repair
                  pans.

IV.      GENERAL PROVISIONS

         A.       All notices required or permitted hereunder shall be in
                  writing and shall be deemed to be properly given when
                  personally delivered to the designated representative of the
                  parry entitled to receive notice or when sent by certified or
                  registered first class mail, postage prepaid, or by telecopy,
                  hand delivery, or overnight courier, properly addressed to
                  the party entitled to receive such notice at the address
                  stated below or to such other address and to such other
                  person as a parry shall provide by notice given in accordance
                  with the provisions of this paragraph IV.A:

                  If to Owens-Brockway:           If to Anchor:
                  One SeaGate                     4343 Anchor Plaza Parkway
                  Toledo, Ohio 15101              Tampa, Florida 33634
                  Attention: Thomas L. Young      Attention: Richard M. Deneau

                  With a copy to:                 With a copy to:
                  Kerry L. Konrad                 Patricia Farren
                  Simpson Thacher & Bartlett      Cahill Gordon & Reindel
                  425 Lexington Avenue            80 Pine Street
                  New York, New York 10017        New York, New York 10005

         B.       This Agreement, including the terms of the Limited License
                  and Paid-Up License, shall be governed by the laws of the
                  State of Ohio without regard to its conflict of law
                  provisions.

         C.       Except for the agreed-upon terms concerning the payment to be
                  made pursuant to Section 3.1 of the Settlement Agreement,
                  this Agreement, the Settlement Agreement and the documents
                  attached thereto constitute the entire agreement and
                  understanding between the panics hereto relating to the
                  subject matter hereof.

         D.       This Agreement can only he amended in writing by duly
                  authorized officers of the respective panics, and shall be
                  binding upon the successors of Anchor and the successors and
                  assigns of Owens-Brockway, but in that


<PAGE>

                                                                             15


                  it involves personal technical services of the panics hereto
                  shall not be assignable by Owens-Brockway or Anchor, except
                  Anchor may assign a security interest in this Agreement to
                  any bank or other financial institution and except as
                  otherwise expressly provided herein, without the prior
                  written consent of the other party.

         E.       This Limited License Agreement shall only take effect upon
                  the occurrence of the Effective Date of the Settlement
                  Agreement as defined therein, and following satisfaction of
                  the provisions of Articles 12 and 13 of the Settlement
                  Agreement with respect to the effectiveness thereof.

         DATED as of ____________, 2002.

OWENS-BROCKWAY GLASS
CONTAINER INC.



By:
   --------------------------
Title:
      -----------------------
Date:
     ------------------------


ANCHOR GLASS CONTAINER
CORPORATION



By:
   --------------------------
Title:
      -----------------------
Date:
     ------------------------


<PAGE>

                                                                             15


         E.       This Limited License Agreement shall only take effect upon
                  the occurrence of the Effective Date of the Settlement
                  Agreement as defined therein, and following satisfaction of
                  the provisions of Articles 12 and 13 of the Settlement
                  Agreement with respect to the effectiveness thereof.

         DATED as of _____________, 2002.

OWENS-BROCKWAY GLASS
CONTAINER INC.



By:
   --------------------------
Title:
      -----------------------
Date:
     ------------------------


ANCHOR GLASS CONTAINER
CORPORATION



By: /s/ Richard Deneau
   --------------------------
Title: Pres
      -----------------------
Date: Mar 8, 2002
     ------------------------


<PAGE>

                                                                             16


         DATED as of ___________, 2002.

OWENS-BROCKWAY GLASS
CONTAINER INC.



By: /s/ Thomas J. Young
   --------------------------
Title: V.P.
      -----------------------
Date: 3/8/02
     ------------------------


ANCHOR GLASS CONTAINER
CORPORATION



By:
   --------------------------
Title:
      -----------------------
Date:
     ------------------------