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                                                                  Exhibit 10.3

                               SECURITY AGREEMENT

         THIS SECURITY AGREEMENT (this "SECURITY AGREEMENT") is entered into as
of October 4, 2000 among UNITED STATES CAN COMPANY, a Delaware corporation (the
"BORROWER"), U.S. CAN CORPORATION, a Delaware corporation and each of the
Domestic Subsidiaries of the Borrower (individually a "DOMESTIC GUARANTOR" and
collectively the "DOMESTIC GUARANTORS"; together with the Borrower, individually
an "OBLIGOR" and collectively the "OBLIGORS") and BANK OF AMERICA, N.A., in its
capacity as collateral agent (in such capacity, the "COLLATERAL AGENT") for the
lenders from time to time party to the Credit Agreement described below (the
"LENDERS").

                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of the date
hereof (as amended, modified, extended, renewed, restated or replaced from time
to time, the "CREDIT AGREEMENT") among the Borrower, the Foreign Subsidiary
Borrowers party thereto, the Domestic Guarantors, the Lenders, the Collateral
Agent in its capacity as Administrative Agent, Citicorp North America, Inc., as
Syndication Agent, and Bank One, NA (Main Office Chicago), as Documentation
Agent, the Lenders have agreed to make Loans and issue Letters of Credit upon
the terms and subject to the conditions set forth therein; and

         WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lenders to make their respective Loans and
issue their respective Letters of Credit under the Credit Agreement that the
Obligors shall have executed and delivered this Security Agreement to the
Collateral Agent for the ratable benefit of the Lenders.

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

         1.       DEFINITIONS.

                  (a) Unless otherwise defined herein, capitalized terms used
         herein shall have the meanings ascribed to such terms in the Credit
         Agreement, and the following terms which are defined in the Uniform
         Commercial Code (the "UCC") in effect in the State of New York are used
         herein as so defined: Accounts, Chattel Paper, Deposit Accounts,
         Documents, Equipment, Farm Products, Fixtures, General Intangibles,
         Goods, Instruments, Inventory, Investment Property, Proceeds and
         Securities Intermediary. For purposes of this Security Agreement, the
         term "Lender" shall include any Affiliate of any Lender which has
         entered into a Hedging Agreement with any Credit Party. Except as
         otherwise expressly provided, all definitions shall be equally
         applicable to the singular and plural forms of the terms defined.
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                  (b) In addition, the following terms shall have the following
         meanings:

                  "COPYRIGHT LICENSES": any agreement, whether written or oral,
         providing for the grant by or to an Obligor of any right under any
         Copyright, including, without limitation, any thereof referred to in
         SCHEDULE 6.19 to the Credit Agreement.

                  "COPYRIGHTS": (a) all copyrights in all Works, now existing or
         hereafter created or acquired, all registrations and recordings
         thereof, and all applications in connection therewith, including,
         without limitation, registrations, recordings and applications in the
         United States Copyright Office or in any similar office or agency of
         the United States, any State thereof or any other country or any
         political subdivision thereof, or otherwise, and including, without
         limitation, any thereof referred to in SCHEDULE 6.19 to the Credit
         Agreement, and (b) all renewals thereof, including, without limitation,
         any thereof referred to in SCHEDULE 6.19 to the Credit Agreement.

                  "INTELLECTUAL PROPERTY": all Copyrights, Copyright Licenses,
         Patents, Patent Licenses, Trademarks, and Trademark Licenses.

                  "PATENT LICENSE": all agreements, whether written or oral,
         providing for the grant by or to an Obligor of any right to
         manufacture, use or sell any invention covered by a Patent, including,
         without limitation, any thereof referred to in SCHEDULE 6.19 to the
         Credit Agreement.

                  "PATENTS": (a) all letters patent of the United States or any
         other country and all improvement patents, reissues, reexaminations,
         patents of additions, renewals and extensions thereof, including,
         without limitation, any thereof referred to in SCHEDULE 6.19 to the
         Credit Agreement, and (b) all applications for letters patent of the
         United States or any other country, and all divisions, continuations
         and continuations-in-part thereof, including, without limitation, any
         thereof referred to in SCHEDULE 6.19 to the Credit Agreement.

                  "SECURED OBLIGATIONS": the collective reference to all of the
         Credit Party Obligations owing from the Borrower or any other Credit
         Party to any Lender or the Collateral Agent, howsoever evidenced,
         created, incurred or acquired, whether primary, secondary, direct,
         contingent, or joint and several, including, without limitation, all
         obligations and liabilities incurred in connection with collecting and
         enforcing the foregoing; PROVIDED, HOWEVER the obligations under any
         Hedging Agreement owed to any Lender or any Affiliate of a Lender shall
         constitute Secured Obligations only so long as the other Credit Party
         Obligations remain outstanding and/or the Commitments are in effect.

                  "TRADEMARK LICENSE": means any agreement, whether written or
         oral, providing for the grant by or to an Obligor of any right to use
         any Trademark, including, without limitation, any thereof referred to
         in SCHEDULE 6.19 to the Credit Agreement.

                  "TRADEMARKS": (a) all trademarks, service marks, trade names,
         corporate names, fictitious business names, all elements of package or
         trade dress of goods or services, logos and other source or business
         identifiers, and the goodwill associated therewith, now existing


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         or hereafter adopted or acquired, all registrations and recordings
         thereof, and all applications in connection therewith, whether in the
         United States Patent and Trademark Office or in any similar office or
         agency of the United States, any State thereof or any other country or
         any political subdivision thereof, or otherwise, including, without
         limitation, any thereof referred to in SCHEDULE 6.19 to the Credit
         Agreement, and (b) all renewals thereof, including, without limitation,
         any thereof referred to in SCHEDULE 6.19 to the Credit Agreement.

                  "WORK": any work which is subject to copyright protection
         pursuant to Title 17 of the United States Code or the applicable
         copyright laws of any other state or country.

         2. GRANT OF SECURITY INTEREST IN THE COLLATERAL. To secure the prompt
payment and performance in full when due, whether by lapse of time, acceleration
or otherwise, of the Secured Obligations, each Obligor hereby grants to the
Collateral Agent, for the benefit of the Lenders, a continuing security interest
in, and a right to set off against, any and all right, title and interest of
such Obligor in and to the following, whether now owned or existing or owned,
acquired, or arising hereafter (collectively, the "COLLATERAL"):

                                    (a)     all Accounts;

                                    (b)     all cash and Cash Equivalents;

                                    (c)     all Chattel Paper;

                                    (d)     all Copyrights;

                                    (e)     all Copyright Licenses;

                                    (f)     all Deposit Accounts;

                                    (g)     all Documents;

                                    (h)     all Equipment;

                                    (i)     all Fixtures;

                                    (j)     all General Intangibles;

                                    (k)     all Goods;

                                    (l)     all Instruments;

                                    (m)     all Inventory;

                                    (n)     all Investment Property;

                                    (o)     all Patents;


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                                    (p)     all Patent Licenses;

                                    (q)     all Trademarks;

                                    (r)     all Trademark Licenses;

                                    (s) all books, records, ledger cards, files,
                           correspondence, computer programs, tapes, disks, and
                           related data processing software (owned by such
                           Obligor or in which it has an interest) that at any
                           time evidence or contain information relating to any
                           Collateral or are otherwise necessary in the
                           collection thereof or realization thereupon;

                                    (t) all other personal property of any kind
                           or type whatsoever owned by such Obligor; and

                                    (u) to the extent not otherwise included,
                           all Proceeds and products of any and all of the
                           foregoing.

         Notwithstanding the foregoing, the Obligors do not grant a security
interest in, or a right of setoff against, any of the following:

         (a)      any contract, license, permit or franchise that validly
                  prohibits the creation by the Obligor of a security interest
                  in such contract, license, permit or franchise (or in any
                  rights or property obtained by the Obligor under such
                  contract, license, permit or franchise) so long as such
                  contract, license, permit or franchise was not entered into or
                  obtained by the Obligors with the intent of avoiding the
                  requirement that a security interest be granted therein;
                  PROVIDED, HOWEVER, that the provisions of this paragraph shall
                  not prohibit the security interests created by this Security
                  Agreement from extending to the proceeds of such contract,
                  license, permit or franchise (or such rights or property) or
                  to the monetary value of the good will and other general
                  intangibles of the Obligor relating thereto unless the
                  contract, license, permit or franchise in question so
                  prohibits; or

         (b)      any rights or property to the extent that any valid and
                  enforceable law or regulation applicable to such rights or
                  property prohibits the creation of a security interest
                  therein; PROVIDED, HOWEVER, that the provisions of this
                  paragraph shall not prohibit the security interests created by
                  this Security Agreement from extending to the proceeds of such
                  rights or property or to the monetary value of the good will
                  and other general intangibles of the Obligor relating thereto
                  unless the law or regulation in question prohibits such
                  extension.

         The Obligors and the Collateral Agent, on behalf of the Lenders, hereby
acknowledge and agree that the security interest created hereby in the
Collateral (i) constitutes continuing collateral security for all of the Secured
Obligations, whether now existing or hereafter arising and (ii) is not to be
construed as an assignment of any Intellectual Property.


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         3.       PROVISIONS RELATING TO ACCOUNTS, CONTRACTS AND AGREEMENTS.

                  (a) Anything herein to the contrary notwithstanding, each of
         the Obligors shall remain liable under each of its Accounts, contracts
         and agreements to observe and perform all the conditions and
         obligations to be observed and performed by it thereunder, all in
         accordance with the terms of any agreement giving rise to each such
         Account or the terms of such contract or agreement. Neither the
         Collateral Agent nor any Lender shall have any obligation or liability
         under any Account (or any agreement giving rise thereto), contract or
         agreement by reason of or arising out of this Security Agreement or the
         receipt by the Collateral Agent or any Lender of any payment relating
         to such Account, contract or agreement pursuant hereto, nor shall the
         Collateral Agent or any Lender be obligated in any manner to perform
         any of the obligations of an Obligor under or pursuant to any Account
         (or any agreement giving rise thereto), contract or agreement, to make
         any payment, to make any inquiry as to the nature or the sufficiency of
         any payment received by it or as to the sufficiency of any performance
         by any party under any Account (or any agreement giving rise thereto),
         contract or agreement, to present or file any claim, to take any action
         to enforce any performance or to collect the payment of any amounts
         which may have been assigned to it or to which it may be entitled at
         any time or times.

                  (b) At any time and from time to time in accordance with the
         terms of Section 7.10 of the Credit Agreement, the Collateral Agent
         shall have the right, but not the obligation, to make test
         verifications of the Accounts in any manner and through any medium that
         it reasonably considers advisable, and the Obligors shall furnish all
         such assistance and information as the Collateral Agent may reasonably
         require in connection with such test verifications. Upon the Collateral
         Agent's request and at the expense of the Obligors (when required by
         the Credit Agreement), the Obligors shall cause independent public
         accountants or others satisfactory to the Collateral Agent to furnish
         to the Collateral Agent reports showing reconciliations, aging and test
         verifications of, and trial balances for, the Accounts. The Collateral
         Agent in its own name or in the name of others may communicate with
         account debtors on the Accounts to verify with them to the Collateral
         Agent's satisfaction the existence, amount and terms of any Accounts.

         4. REPRESENTATIONS AND WARRANTIES. Each Obligor hereby represents and
warrants to the Collateral Agent, for the benefit of the Lenders, that so long
as any of the Secured Obligations remain outstanding (other than any such
obligations which by the terms thereof are stated to survive termination of the
Credit Documents) or any Credit Document or Hedging Agreement between any Credit
Party and any Lender (to the extent the obligations of such Credit Party
thereunder constitute Credit Party Obligations) is in effect, and until all of
the Commitments shall have been terminated:

                  (a) CHIEF EXECUTIVE OFFICE; BOOKS & RECORDS. Such Obligor's
         chief executive office and chief place of business is (and for the
         prior four months has been) located at the locations set forth on
         SCHEDULE 6.27(c) to the Credit Agreement (as updated from time to
         time), and such Obligor keeps its books and records at such locations.


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                  (b) LOCATION OF COLLATERAL. The location of all tangible
         Collateral (other than Inventory temporarily in transit in the ordinary
         course of business) owned by such Obligor is as shown on SCHEDULE
         6.27(b) to the Credit Agreement (as updated from time to time).

                  (c) OWNERSHIP. Such Obligor is the legal and beneficial owner
         of the Collateral which it purports to own and has a valid right to use
         all of its other Collateral. Such Obligor has the right to pledge,
         sell, assign or transfer the same. Such Obligor's legal name is as
         shown in this Security Agreement and such Obligor has not in the past
         four months changed its name, been party to a merger, consolidation or
         other change in structure or used any tradename except as set forth in
         SCHEDULE 4(c) attached hereto. SCHEDULE 4(c) may be updated from time
         to time by the Obligors by giving written notice thereof to the
         Collateral Agent.

                  (d) SECURITY INTEREST/PRIORITY. This Security Agreement
         creates a valid security interest in favor of the Collateral Agent, for
         the benefit of the Lenders, in the Collateral of such Obligor and, when
         properly perfected by filing or otherwise, shall constitute a valid
         first priority, perfected security interest in such Collateral, to the
         extent such security interest can be perfected by filing or otherwise
         under the UCC, federal law or other applicable personal property
         security legislation, free and clear of all Liens except for Permitted
         Liens.

                  (e) CONSENTS. Except for the filing or recording of UCC
         financing statements to perfect the Liens created by this Security
         Agreement that may be perfected through the filing of a UCC financing
         statement, no consent or authorization of, filing with, or other act by
         or in respect of, any arbitrator or Governmental Authority and no
         consent of any other Person (including, without limitation, any
         stockholder, member or creditor of such Obligor), is required (i) for
         the grant by such Obligor of the security interest in the Collateral
         granted hereby or for the execution, delivery or performance of this
         Security Agreement by such Obligor or (ii) for the perfection of such
         security interest or the exercise by the Collateral Agent of the rights
         and remedies provided for in this Security Agreement.

                  (f) FARM PRODUCTS. None of the Collateral constitutes, or is
         the Proceeds of, Farm Products.

                  (g) ACCOUNTS. With respect to the Accounts of the Obligors:
         (i) the goods sold and/or services furnished giving rise to each
         Account are not subject to any security interest or Lien except the
         first priority, perfected security interest granted to the Collateral
         Agent herein and except for Permitted Liens; and (ii) each Account and
         the papers and documents of the applicable Obligor relating thereto are
         genuine and in all material respects what they purport to be; (iii) no
         Account of an Obligor is evidenced by any Instrument unless such
         Instrument has been theretofore endorsed over and delivered to the
         Collateral Agent; (iv) the amount of each Account as shown on the
         applicable Obligor's books and records, and on all invoices and
         statements which may be delivered to the Collateral Agent with respect
         thereto, is due and payable to the applicable Obligor; (v) to each of
         the Obligors' knowledge, the account debtor with respect to each
         Account has the capacity to contract; and (vi) no surety bond was
         required or given in connection with any Account of an Obligor or the
         contracts or purchase orders out of which they arose.


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<PAGE>

                  (h) INVENTORY. No Inventory of an Obligor is held by a third
         party (other than an Obligor) pursuant to consignment, sale or return,
         sale on approval or similar arrangement, unless such Obligor has
         complied with the terms of Section 9-114 of the UCC.

                  (i) COPYRIGHTS, PATENTS AND TRADEMARKS.

                           (i) SCHEDULE 6.19 to the Credit Agreement includes
                  all registered Intellectual Property and all other material
                  Intellectual Property, in each case owned or used by the
                  Obligors, as such SCHEDULE 6.19 may be updated from time to
                  time.

                           (ii) All Intellectual Property of such Obligor is
                  valid, subsisting, unexpired, enforceable and has not been
                  abandoned, and each Obligor is legally entitled to use each of
                  its tradenames.

                           (iii) Except as set forth on SCHEDULE 6.19 to the
                  Credit Agreement, no holding, decision or judgment has been
                  rendered against any Obligor by any Governmental Authority
                  which would limit, cancel or question the validity of any
                  material Intellectual Property of the Obligors.

                           (iv) Except as set forth on SCHEDULE 6.19 to the
                  Credit Agreement, no action or proceeding is pending seeking
                  to limit, cancel or question the validity of any material
                  Intellectual Property of the Obligors.

                           (v) All applications pertaining to the material
                  Intellectual Property of each Obligor have been duly and
                  properly filed, all registrations or letters pertaining to
                  such Intellectual Property have been duly and properly filed
                  and issued, and all of such Intellectual Property is valid and
                  enforceable.

                           (vi) No Obligor has made any assignment or agreement
                  in conflict with the security interest in the Intellectual
                  Property of any Obligor hereunder.

                  (j) DOCUMENTS, INSTRUMENTS AND CHATTEL PAPER. All Documents,
         Instruments and Chattel Paper describing, evidencing or constituting
         Collateral are, to the Obligor's knowledge, complete, valid and
         genuine.

                  (k) RESTRICTIONS ON SECURITY INTEREST. Except as permitted by
         Section 8.13 of the Credit Agreement, none of the Obligors is party to
         any material contract, license, permit or franchise that contains
         legally enforceable restrictions on the granting of a security interest
         therein.

                  (l) EQUIPMENT. With respect to each Obligor's Equipment: (i)
         such Obligor has good and marketable title thereto; and (ii) all such
         Equipment is in normal operating condition and repair, ordinary wear
         and tear alone excepted (subject to casualty events).


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                  (m) INVESTMENT PROPERTY. As of the Closing Date, none of the
         Obligors own any Investment Property except as listed on SCHEDULE 6.15
         to the Credit Agreement.

         5. COVENANTS. Each Obligor covenants that, so long as any of the
Secured Obligations remain outstanding (other than any such obligations which by
the terms thereof are stated to survive termination of the Credit Documents) or
any Credit Document or Hedging Agreement between any Credit Party and any Lender
(to the extent the obligations of such Credit Party thereunder constitute Credit
Party Obligations) is in effect, and until all of the Commitments shall have
been terminated, such Obligor shall:

                  (a) OTHER LIENS. Defend the Collateral against the claims and
         demands of all other parties claiming an interest therein, keep the
         Collateral free from all Liens, except for Permitted Liens, and not
         sell, exchange, transfer, assign, lease or otherwise dispose of the
         Collateral or any interest therein, except as permitted under the
         Credit Agreement.

                  (b) PRESERVATION OF COLLATERAL. Keep the Collateral in good
         order, condition and repair in all material respects, ordinary wear and
         tear excepted, except for property disposed of in accordance with the
         Credit Agreement; not use the Collateral in violation of the provisions
         of this Security Agreement or any other Credit Document or any policy
         insuring the Collateral or any applicable statute, law, bylaw, rule,
         regulation or ordinance; not permit Collateral with a fair market value
         exceeding $3,000,000 in the aggregate in any year to be or become a
         fixture to real property or an accession to other personal property
         unless the Collateral Agent has a valid, perfected and first priority
         security interest for the benefit of the Lenders in such fixture or
         such personal property to which such Collateral has become an
         accession; and not, without the prior written consent of the Collateral
         Agent, alter or remove any identifying symbol or number on its
         Equipment.

                  (c) INSTRUMENTS. If any amount payable under or in connection
         with any of the Collateral shall be or become evidenced by any
         Instrument or if any Collateral shall be stored or shipped subject to a
         Document, immediately deliver such Instrument or Document to the
         Collateral Agent, duly endorsed in a manner satisfactory to the
         Collateral Agent, to be held as Collateral pursuant to this Security
         Agreement.

                  (d) CHANGE IN LOCATION. Not, without providing 30 days prior
         written notice to the Collateral Agent and without filing (or
         confirming that the Collateral Agent has filed) such amendments to any
         previously filed financing statements as the Collateral Agent may
         require, (a) change the location of its chief executive office and
         chief place of business (as well as its books and records) from the
         locations set forth on SCHEDULE 6.27(c) to the Credit Agreement, (b)
         change the location of its Collateral from the locations set forth for
         such Obligor on SCHEDULE 6.27(b) to the Credit Agreement, or (c) change
         its name, be party to a merger, consolidation or other change in
         structure or use any tradename other than as set forth on SCHEDULE
         4(c) attached hereto.

                  (e) INSPECTION. Allow the Collateral Agent or its
         representatives to visit and inspect the Collateral as set forth in
         Section 7.10 of the Credit Agreement.


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                  (f) PERFECTION OF SECURITY INTEREST. Execute and deliver to
         the Collateral Agent such agreements, assignments or instruments
         (including affidavits, notices, reaffirmations and amendments of
         existing documents, as the Collateral Agent may reasonably request) and
         do all such other things as the Collateral Agent may reasonably deem
         necessary or appropriate (i) to assure to the Collateral Agent its
         security interests hereunder, including (A) such financing statements
         (including renewal statements) or amendments thereof or supplements
         thereto or other instruments as the Collateral Agent may from time to
         time reasonably request in order to perfect and maintain the security
         interests granted hereunder in accordance with the UCC and any other
         personal property security legislation in the appropriate state(s) or
         province(s), (B) with regard to Investment Property, execute and cause
         the Securities Intermediary with respect to such Investment Property to
         execute a securities control agreement in form and substance
         satisfactory to the Collateral Agent, (C) with regard to Copyrights, a
         Notice of Grant of Security Interest in Copyrights in the form of
         EXHIBIT 5(f)(ii)(A) attached hereto, (D) with regard to Patents, a
         Notice of Grant of Security Interest in Patents for filing with the
         United States Patent and Trademark Office in the form of EXHIBIT
         5(f)(ii)(B) attached hereto and (E) with regard to Trademarks, a Notice
         of Grant of Security Interest in Trademarks for filing with the United
         States Patent and Trademark Office in the form of EXHIBIT 5(f)(ii)(C)
         attached hereto, (ii) to consummate the transactions contemplated
         hereby and (iii) to otherwise protect and assure the Collateral Agent
         of its rights and interests hereunder. To that end, each Obligor agrees
         that the Collateral Agent may file one or more financing statements
         disclosing the Collateral Agent's security interest in any or all of
         the Collateral of such Obligor without, to the extent permitted by law,
         such Obligor's signature thereon, and further each Obligor also hereby
         irrevocably makes, constitutes and appoints the Collateral Agent, its
         nominee or any other Person whom the Collateral Agent may designate, as
         such Obligor's attorney-in-fact with full power and for the limited
         purpose to sign in the name of such Obligor any such financing
         statements, or amendments and supplements to financing statements,
         renewal financing statements, notices or any similar documents which in
         the Collateral Agent's reasonable discretion would be necessary,
         appropriate or convenient in order to perfect and maintain perfection
         of the security interests granted hereunder, such power, being coupled
         with an interest, being and remaining irrevocable so long as any of the
         Secured Obligations remain outstanding or any Credit Document or
         Hedging Agreement between any Credit Party and any Lender (to the
         extent the obligations of such Credit Party thereunder constitute
         Credit Party Obligations) is in effect, and until all of the
         Commitments shall have been terminated. Each Obligor hereby agrees that
         a carbon, photographic or other reproduction of this Security Agreement
         or any such financing statement is sufficient for filing as a financing
         statement by the Collateral Agent without notice thereof to such
         Obligor wherever the Collateral Agent may in its sole discretion desire
         to file the same. In the event for any reason the law of any
         jurisdiction other than New York becomes or is applicable to the
         Collateral of any Obligor or any part thereof, or to any of the Secured
         Obligations, such Obligor agrees to execute and deliver all such
         instruments and to do all such other things as the Collateral Agent
         reasonably deems necessary or appropriate to preserve, protect and
         enforce the security interests of the Collateral Agent under the law of
         such other jurisdiction (and, if an Obligor shall fail to do so
         promptly upon the request of the Collateral Agent, then the Collateral
         Agent may execute any and all such requested documents on behalf of
         such Obligor pursuant to the power of attorney granted


                                       9
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         hereinabove). Each Obligor agrees to mark its books and records to
         reflect the security interest of the Collateral Agent in the
         Collateral.

                  (g) COLLATERAL HELD BY WAREHOUSEMAN, BAILEE, ETC. If any
         Collateral that is a single asset with a fair market value in excess of
         $100,000 or a group of assets with a fair market value in excess of
         $500,000 is at any time in the possession or control of a warehouseman,
         bailee or any agent or processor of such Obligor, notify the Collateral
         Agent of such possession, notify such Person of the Collateral Agent's
         security interest for the benefit of the Lenders in such Collateral,
         and instruct such Person to hold all such Collateral for the Collateral
         Agent's account subject to the Collateral Agent's instructions.

                  (h) TREATMENT OF ACCOUNTS. (i) Not grant or extend the time
         for payment of any Account, or compromise or settle any Account for
         less than the full amount thereof, or release any Person or property,
         in whole or in part, from payment thereof, or allow any credit or
         discount thereon, other than in the prudent conduct of an Obligor's
         business and (ii) maintain at its principal place of business a record
         of Accounts consistent with customary business practices.

                  (i)      COVENANTS RELATING TO COPYRIGHTS.

                           (i) Employ the Copyright for each material Work with
                  such notice of copyright as may be required by law to secure
                  copyright protection.

                           (ii) (A) Not do any act or knowingly omit to do any
                  act whereby any material Copyright may become invalidated; (B)
                  not do any act, or knowingly omit to do any act, whereby any
                  material Copyright may become injected into the public domain;
                  (C) notify the Collateral Agent immediately if it knows, or
                  has reason to know, that any material Copyright may become
                  injected into the public domain or of any adverse
                  determination or development (including, without limitation,
                  the institution of, or any such determination or development
                  in, any proceeding in any court or tribunal in the United
                  States or any other country) regarding an Obligor's ownership
                  of any such material Copyright or its validity; (D) take all
                  necessary steps as it shall deem appropriate under the
                  circumstances to maintain and pursue each application, to
                  obtain the relevant registration and to maintain each
                  registration of each material Copyright owned by an Obligor
                  including, without limitation, filing of applications for
                  renewal where necessary; and (E) promptly notify the
                  Collateral Agent of any material infringement of any material
                  Copyright of an Obligor of which it becomes aware and take
                  such actions as it shall reasonably deem appropriate under the
                  circumstances to protect such Copyright, including, where
                  appropriate, the bringing of suit for infringement, seeking
                  injunctive relief and seeking to recover any and all damages
                  for such infringement.

                           (iii) Except in connection with sales or other
                  dispositions permitted under the Credit Agreement, not make
                  any assignment or agreement in conflict with the security
                  interest in the Copyrights of each Obligor hereunder other
                  than in the ordinary course of business.


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<PAGE>

                  (j)      COVENANTS RELATING TO PATENTS AND TRADEMARKS.

                           (i) (A) Continue to use each material Trademark in
                  order to maintain such Trademark in full force free from any
                  claim of abandonment for non-use, (B) maintain as in the past
                  the quality of products and services offered under such
                  Trademark, (C) employ such Trademark with the appropriate
                  notice of registration, or notice of trademark or service
                  mark, as applicable, sufficient to protect such Trademark, (D)
                  not adopt or use any mark which is confusingly similar or a
                  colorable imitation of such Trademark unless the Collateral
                  Agent, for the ratable benefit of the Lenders, shall obtain a
                  perfected security interest in such mark pursuant to this
                  Security Agreement, and (E) not (and not permit any licensee
                  or sublicensee thereof to) do any act or knowingly omit to do
                  any act whereby any material Trademark may become invalidated.

                           (ii) Not do any act, or omit to do any act, whereby
                  any material Patent may become abandoned or dedicated.

                           (iii) Promptly notify the Collateral Agent if it
                  knows, or has reason to know, that any application or
                  registration relating to any material Patent or material
                  Trademark may become abandoned or dedicated, or of any adverse
                  determination or development (including, without limitation,
                  the institution of, or any such determination or development
                  in, any proceeding in the United States Patent and Trademark
                  Office or any court or tribunal in any country) regarding an
                  Obligor's ownership of any such Patent or Trademark or its
                  right to register the same or to keep, maintain and use the
                  same.

                           (iv) Whenever an Obligor, either by itself or through
                  an agent, employee, licensee or designee, shall file an
                  application for the registration of any Patent or Trademark
                  with the United States Patent and Trademark Office of any
                  similar office or agency in any other country or any political
                  subdivision thereof, such Obligor shall promptly report such
                  filing to the Collateral Agent. Upon request of the Collateral
                  Agent, an Obligor shall execute and deliver any and all
                  agreements, instruments, documents and papers as the
                  Collateral Agent, may reasonably request to evidence the
                  Collateral Agent's and the Lenders' security interest in any
                  Patent or Trademark and the goodwill and General Intangibles
                  of such Obligor relating thereto or represented thereby.

                           (v) Take all reasonable and necessary steps,
                  including, without limitation, in any proceeding before the
                  United States Patent and Trademark Office, or any similar
                  office or agency in any other country or any political
                  subdivision thereof, to maintain and pursue each application,
                  to obtain the relevant registration and to maintain each
                  registration of the material Patents and Trademarks,
                  including, without limitation, filing of applications for
                  renewal, affidavits of use and affidavits of incontestability.


                                       11
<PAGE>

                           (vi) Promptly notify the Collateral Agent and the
                  Lenders after it learns that any material Patent or material
                  Trademark included in the Collateral is infringed,
                  misappropriated or diluted by a third party and promptly sue
                  for infringement, misappropriation or dilution, to seek
                  injunctive relief where appropriate and to recover any and all
                  damages for such infringement, misappropriation or dilution,
                  or take such other actions as it shall reasonably deem
                  appropriate under the circumstances to protect such Patent or
                  Trademark.

                           (vii) Except for licenses to third parties in the
                  ordinary course of business or except in connection with sales
                  or other dispositions permitted under the Credit Agreement,
                  not make any assignment or agreement in conflict with the
                  security interest in the Patents or Trademarks of any Obligor
                  hereunder.

                  (k) NEW PATENTS, COPYRIGHTS AND TRADEMARKS. Promptly provide
         the Collateral Agent with (i) a listing of all applications, if any,
         for new Copyrights, Patents or Trademarks (together with a listing of
         the issuance of registrations or letters on present applications),
         which new applications and issued registrations or letters shall be
         subject to the terms and conditions hereunder, and (ii) (A) with
         respect to new Copyrights, a duly executed Notice of Grant of Security
         Interest in Copyrights in the form of EXHIBIT 5(f)(ii)(A) attached
         hereto, (B) with respect to new Patents, a duly executed Notice of
         Grant of Security Interest in Patents in the form of EXHIBIT
         5.1(f)(ii)(B) attached hereto, (C) with respect to new Trademarks, a
         duly executed Notice of Grant of Security Interest in Trademarks in the
         form of EXHIBIT 5.1(f)(ii)(C) attached hereto or (D) such other duly
         executed documents as the Collateral Agent may reasonably request in a
         form acceptable to counsel for the Collateral Agent and suitable for
         recording to evidence the security interest of the Collateral Agent for
         the benefit of the Lenders in the Copyright, Patent or Trademark which
         is the subject of such new application.

                  (l) INSURANCE. Insure, repair and replace the Collateral of
         such Obligor as set forth in the Credit Agreement. All insurance
         proceeds shall be subject to the security interest of the Collateral
         Agent hereunder.

                  (m) INVESTMENT PROPERTY. Not acquire any Investment Property
         without executing and delivering, or causing to be executed and
         delivered, to the Collateral Agent such agreements, documents and
         instruments as the Collateral Agent may require.

                  (n) CONTRACTS. Except as permitted by SECTION 8.13 of the
         Credit Agreement, no Obligor shall (i) enter into any contract,
         license, permit or franchise that prohibits the granting of a security
         interest in favor of the Collateral Agent or the Lenders or (ii) amend
         or modify any existing contracts, licenses, permits or franchises to
         prohibit the granting of a security interest in favor of the Collateral
         Agent or the Lenders.

         6. PERFORMANCE OF OBLIGATIONS AND ADVANCES BY COLLATERAL AGENT. On
failure of any Obligor to perform any of the covenants and agreements contained
herein, the Collateral Agent may, at its sole option and in its reasonable
discretion, perform or cause to be performed the same and in so doing may expend
such sums as the Collateral Agent may reasonably deem advisable in


                                       12
<PAGE>

the performance thereof, including, without limitation, the payment of any
insurance premiums, the payment of any taxes, a payment to obtain a release of a
Lien or potential Lien, expenditures made in defending against any adverse claim
and all other expenditures which the Collateral Agent may make for the
protection of the security interest hereof or may be compelled to make by
operation of law. All such sums and amounts so expended shall be repayable by
the Obligors on a joint and several basis promptly upon timely notice thereof
and demand therefor, shall constitute additional Secured Obligations and shall
bear interest from the date said amounts are expended at the default rate
specified in SECTION 3.1 of the Credit Agreement for Revolving Loans that are
Base Rate Loans. No such performance of any covenant or agreement by the
Collateral Agent on behalf of any Obligor, and no such advance or expenditure
therefor, shall relieve the Obligors of any default under the terms of this
Security Agreement, the other Credit Documents or any Hedging Agreement between
any Credit Party and any Lender. The Collateral Agent may make any payment
hereby authorized in accordance with any bill, statement or estimate procured
from the appropriate public office or holder of the claim to be discharged
without inquiry into the accuracy of such bill, statement or estimate or into
the validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by an Obligor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

         7.       EVENTS OF DEFAULT.

         The occurrence of an event which under the Credit Agreement would
constitute an Event of Default shall be an event of default hereunder (an "EVENT
OF DEFAULT").

         8.       REMEDIES.

                  (a) GENERAL REMEDIES. Upon the occurrence of an Event of
         Default and during the continuance thereof, the Lenders shall have, in
         addition to the rights and remedies provided herein, in the Credit
         Documents, in any Hedging Agreement between any Credit Party and any
         Lender or by law (including, but not limited to, the rights and
         remedies set forth in the Uniform Commercial Code of the jurisdiction
         applicable to the affected Collateral), the rights and remedies of a
         secured party under the UCC (regardless of whether the UCC is the law
         of the jurisdiction where the rights and remedies are asserted and
         regardless of whether the UCC applies to the affected Collateral), and
         further, the Collateral Agent may, with or without judicial process or
         the aid and assistance of others, to the fullest extent permitted by
         law, (i) enter on any premises on which any of the Collateral may be
         located and, without resistance or interference by the Obligors, take
         possession of the Collateral, (ii) dispose of any Collateral on any
         such premises, (iii) require the Obligors to assemble and make
         available to the Collateral Agent at the expense of the Obligors any
         Collateral at any place and time designated by the Collateral Agent
         which is reasonably convenient to both parties, (iv) remove any
         Collateral from any such premises for the purpose of effecting sale or
         other disposition thereof, and/or (v) without demand and without
         advertisement, notice, hearing or process of law, all of which each of
         the Obligors hereby waives to the fullest extent permitted by law
         (including Article 9 of the UCC), at any place and time or times, sell
         and deliver any or all Collateral held by or for it at public or
         private sale, by one or more contracts, in one or more parcels, for
         cash, upon credit or otherwise, at


                                       13
<PAGE>

         such prices and upon such terms as the Collateral Agent deems
         advisable, in its sole discretion (subject to any and all mandatory
         legal requirements). In addition to all other sums due the Collateral
         Agent and the Lenders with respect to the Secured Obligations, the
         Obligors shall pay the Collateral Agent and each of the Lenders all
         reasonable documented costs and expenses incurred by the Collateral
         Agent or any such Lender, including, but not limited to, reasonable
         attorneys' fees and court costs, in obtaining or liquidating the
         Collateral, in enforcing payment of the Secured Obligations, or in the
         prosecution or defense of any action or proceeding by or against the
         Collateral Agent or the Lenders or the Obligors concerning any matter
         arising out of or connected with this Security Agreement, any
         Collateral or the Secured Obligations, including, without limitation,
         any of the foregoing arising in, arising under or related to a case
         under the Bankruptcy Code. To the extent the rights of notice cannot be
         legally waived hereunder, each Obligor agrees that any requirement of
         reasonable notice shall be met if such notice is personally served on
         or mailed postage prepaid to the Borrower in accordance with the notice
         provisions of Section 11.1 of the Credit Agreement at least 10 days
         before the time of sale or other event giving rise to the requirement
         of such notice. The Collateral Agent and the Lenders shall not be
         obligated to make any sale or other disposition of the Collateral
         regardless of notice having been given. To the extent permitted by law,
         any Lender may be a purchaser at any such sale. To the extent permitted
         by applicable law, each of the Obligors hereby waives all of its rights
         of redemption with respect to any such sale. Subject to the provisions
         of applicable law, the Collateral Agent and the Lenders may postpone or
         cause the postponement of the sale of all or any portion of the
         Collateral by announcement at the time and place of such sale, and such
         sale may, without further notice, to the extent permitted by law, be
         made at the time and place to which the sale was postponed, or the
         Collateral Agent and the Lenders may further postpone such sale by
         announcement made at such time and place.

                  (b) REMEDIES RELATING TO ACCOUNTS. Upon the occurrence of an
         Event of Default and during the continuance thereof, whether or not the
         Collateral Agent has exercised any or all of its rights and remedies
         hereunder, each Obligor will promptly upon request of the Collateral
         Agent instruct all account debtors to remit all payments in respect of
         Accounts to a mailing location selected by the Collateral Agent. In
         addition, upon the occurrence and during the continuance of an Event of
         Default, the Collateral Agent or its designee may notify any Obligor's
         customers and account debtors that the Accounts of such Obligor have
         been assigned to the Collateral Agent or of the Collateral Agent's
         security interest therein, and may (either in its own name or in the
         name of an Obligor or both) demand, collect (including without
         limitation by way of a lockbox arrangement), receive, take receipt for,
         sell, sue for, compound, settle, compromise and give acquittance for
         any and all amounts due or to become due on any Account, and, in the
         Collateral Agent's discretion, file any claim or take any other action
         or proceeding to protect and realize upon the security interest of the
         Lenders in the Accounts. The Collateral Agent and the Lenders shall
         have no liability or responsibility to any Obligor for acceptance of a
         check, draft or other order for payment of money bearing the legend
         "payment in full" or words of similar import or any other restrictive
         legend or endorsement or be responsible for determining the correctness
         of any remittance. Each Obligor hereby agrees to indemnify the
         Collateral Agent and the Lenders from and against all liabilities,
         damages, losses, actions, claims, judgments, costs, expenses,


                                       14
<PAGE>

         charges and reasonable attorneys' fees suffered or incurred by the
         Collateral Agent or the Lenders (each, an "INDEMNIFIED PARTY") because
         of the maintenance of the foregoing arrangements except as relating to
         or arising out of the gross negligence or willful misconduct of an
         Indemnified Party or its officers, employees or agents. In the case of
         any investigation, litigation or other proceeding, the foregoing
         indemnity shall be effective whether or not such investigation,
         litigation or proceeding is brought by an Obligor, its directors,
         shareholders or creditors or an Indemnified Party or any other Person
         or any other Indemnified Party is otherwise a party thereto.

                  (c) ACCESS. In addition to the rights and remedies hereunder,
         upon the occurrence of an Event of Default and during the continuance
         thereof, the Collateral Agent shall have the right as between the
         Collateral Agent and the Obligors to enter and remain upon the various
         premises of the Obligors without cost or charge to the Collateral
         Agent, and use the same, together with materials, supplies, books and
         records of the Obligors for the purpose of collecting and liquidating
         the Collateral, or for preparing for sale and conducting the sale of
         the Collateral, whether by foreclosure, auction or otherwise. In
         addition, the Collateral Agent may remove Collateral, or any part
         thereof, from such premises and/or any records with respect thereto, in
         order to effectively collect or liquidate such Collateral.

                  (d) NONEXCLUSIVE NATURE OF REMEDIES. Failure by the Collateral
         Agent or the Lenders to exercise any right, remedy or option under this
         Security Agreement, any other Credit Document, any Hedging Agreement
         between any Credit Party and any Lender or as provided by law, or any
         delay by the Collateral Agent or the Lenders in exercising the same,
         shall not operate as a waiver of any such right, remedy or option. No
         waiver hereunder shall be effective unless it is in writing, signed by
         the party against whom such waiver is sought to be enforced and then
         only to the extent specifically stated, which in the case of the
         Collateral Agent or the Lenders shall only be granted as provided
         herein. To the extent permitted by law, neither the Collateral Agent,
         the Lenders, nor any party acting as attorney for the Collateral Agent
         or the Lenders, shall be liable hereunder for any acts or omissions or
         for any error of judgment or mistake of fact or law other than their
         gross negligence or willful misconduct hereunder. The rights and
         remedies of the Collateral Agent and the Lenders under this Security
         Agreement shall be cumulative and not exclusive of any other right or
         remedy which the Collateral Agent or the Lenders may have.

                  (e) RETENTION OF COLLATERAL. The Collateral Agent may, after
         providing the notices required by Section 9-505(2) of the UCC or
         otherwise complying with the requirements of applicable law of the
         relevant jurisdiction, to the extent the Collateral Agent is in
         possession of any of the Collateral, retain the Collateral in
         satisfaction of the Secured Obligations. Unless and until the
         Collateral Agent shall have provided such notices, however, the
         Collateral Agent shall not be deemed to have retained any Collateral in
         satisfaction of any Secured Obligations for any reason.

                  (f) DEFICIENCY. In the event that the proceeds of any sale,
         collection or realization are insufficient to pay all amounts to which
         the Collateral Agent or the Lenders are legally entitled, the Obligors
         shall be jointly and severally liable for the deficiency,


                                       15
<PAGE>

         together with interest thereon at the default rate specified in Section
         3.1 of the Credit Agreement for Revolving Loans that are Base Rate
         Loans, together with the costs of collection and the reasonable fees of
         any attorneys employed by the Collateral Agent to collect such
         deficiency. Any surplus remaining after the full payment and
         satisfaction of the Secured Obligations shall be returned to the
         Obligors or to whomsoever a court of competent jurisdiction shall
         determine to be entitled thereto.

         9.       RIGHTS OF THE COLLATERAL AGENT.

                  (a) POWER OF ATTORNEY. In addition to other powers of attorney
         contained herein, each Obligor hereby designates and appoints the
         Collateral Agent, on behalf of the Lenders, and each of its designees
         or agents, as attorney-in-fact of such Obligor, irrevocably and with
         power of substitution, with authority to take any or all of the
         following actions upon the occurrence and during the continuance of an
         Event of Default:

                           (i) to demand, collect, settle, compromise, adjust
                  and give discharges and releases concerning the Collateral of
                  such Obligor, all as the Collateral Agent may reasonably
                  determine;

                           (ii) to commence and prosecute any actions at any
                  court for the purposes of collecting any Collateral and
                  enforcing any other right in respect thereof;

                           (iii) to defend, settle, adjust or compromise any
                  action, suit or proceeding brought and, in connection
                  therewith, give such discharge or release as the Collateral
                  Agent may deem reasonably appropriate;

                           (iv) to receive, open and dispose of mail addressed
                  to an Obligor and endorse checks, notes, drafts, acceptances,
                  money orders, bills of lading, warehouse receipts or other
                  instruments or documents evidencing payment, shipment or
                  storage of the goods giving rise to the Collateral of such
                  Obligor, or securing or relating to such Collateral, on behalf
                  of and in the name of such Obligor;

                           (v) to sell, assign, transfer, make any agreement in
                  respect of, or otherwise deal with or exercise rights in
                  respect of, any Collateral or the goods or services which have
                  given rise thereto, as fully and completely as though the
                  Collateral Agent were the absolute owner thereof for all
                  purposes;

                           (vi) to adjust and settle claims under any insurance
                  policy relating thereto;

                           (vii) to execute and deliver all assignments,
                  conveyances, statements, financing statements, renewal
                  financing statements, security agreements, affidavits, notices
                  and other agreements, instruments and


                                       16
<PAGE>

                  documents that the Collateral Agent may determine necessary in
                  order to perfect and maintain the security interests and liens
                  granted in this Security Agreement and in order to fully
                  consummate all of the transactions contemplated herein;

                           (viii) to institute any foreclosure proceedings that
                  the Collateral Agent may deem appropriate; and

                           (ix) to do and perform all such other acts and things
                  as the Collateral Agent may reasonably deem to be necessary,
                  proper or convenient in connection with the Collateral.

         This power of attorney is a power coupled with an interest and shall be
         irrevocable (i) for so long as any of the Secured Obligations remain
         outstanding (other than any such obligations which by the terms thereof
         are stated to survive termination of the Credit Documents) or any
         Credit Document or any Hedging Agreement between any Credit Party and
         any Lender (to the extent the obligations of such Credit Party
         thereunder constitute Credit Party Obligations) is in effect and (ii)
         until all of the Commitments shall have been terminated. The Collateral
         Agent shall be under no duty to exercise or withhold the exercise of
         any of the rights, powers, privileges and options expressly or
         implicitly granted to the Collateral Agent in this Security Agreement,
         and shall not be liable for any failure to do so or any delay in doing
         so. The Collateral Agent shall not be liable for any act or omission or
         for any error of judgment or any mistake of fact or law in its
         individual capacity or its capacity as attorney-in-fact except acts or
         omissions resulting from its gross negligence or willful misconduct.
         This power of attorney is conferred on the Collateral Agent solely to
         protect, preserve and realize upon its security interest in the
         Collateral.

                  (b) ASSIGNMENT BY THE COLLATERAL AGENT. Subject to the terms
         of the Credit Agreement, the Collateral Agent may from time to time
         assign the Secured Obligations and any portion thereof and/or the
         Collateral and any portion thereof, and the assignee shall be entitled
         to all of the rights and remedies of the Collateral Agent under this
         Security Agreement in relation thereto.

                  (c) THE COLLATERAL AGENT'S DUTY OF CARE. Other than the
         exercise of reasonable care to ensure the safe custody of the
         Collateral while being held by the Collateral Agent hereunder, the
         Collateral Agent shall have no duty or liability to preserve rights
         pertaining thereto, it being understood and agreed that the Obligors
         shall be responsible for preservation of all rights in the Collateral,
         and the Collateral Agent shall be relieved of all responsibility for
         the Collateral upon surrendering it or tendering the surrender of it to
         the Obligors. The Collateral Agent shall be deemed to have exercised
         reasonable care in the custody and preservation of the Collateral in
         its possession if the Collateral is accorded treatment substantially
         equal to that which the Collateral Agent accords its own property,
         which shall be no less than the treatment employed by a reasonable and
         prudent agent in the industry, it being understood that the Collateral
         Agent shall not have responsibility for taking any necessary steps to
         preserve rights against any parties with respect to any of the
         Collateral.


                                       17
<PAGE>

         10. APPLICATION OF PROCEEDS. Upon the occurrence and during the
continuance of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the Collateral
Agent or any of the Lenders in cash or its equivalent, will be applied in
reduction of the Secured Obligations in the order set forth in Section 9.3 of
the Credit Agreement, and each Obligor irrevocably waives the right to direct
the application of such payments and proceeds.

         11. COSTS OF COUNSEL. At all times hereafter, whether or not an Event
of Default exists, the Obligors agree to promptly pay upon demand any and all
reasonable costs and expenses of the Collateral Agent or the Lenders, (a) as
required under Section 11.5 of the Credit Agreement and (b) as necessary to
protect the Collateral or to exercise any rights or remedies under this Security
Agreement or with respect to any Collateral. All of the foregoing costs and
expenses shall constitute Secured Obligations hereunder.

         12.      CONTINUING AGREEMENT.

                  (a) This Security Agreement shall be a continuing agreement in
         every respect and shall remain in full force and effect so long as any
         of the Secured Obligations remain outstanding (other than any such
         obligations which by the terms thereof are stated to survive
         termination of the Credit Documents) or any Credit Document or any
         Hedging Agreement between any Credit Party and any Lender (to the
         extent the obligations of such Credit Party thereunder constitute
         Credit Party Obligations) is in effect, and until all of the
         Commitments thereunder shall have terminated. Upon such payment and
         termination, this Security Agreement shall be automatically terminated
         and the Collateral Agent and the Lenders shall, upon the request and at
         the expense of the Obligors, forthwith release all of their Liens and
         security interests hereunder and shall execute and deliver all UCC
         termination statements and/or other documents reasonably requested by
         the Obligors evidencing such termination. Notwithstanding the
         foregoing, all releases and indemnities provided hereunder shall
         survive termination of this Security Agreement.

                  (b) This Security Agreement shall continue to be effective or
         be automatically reinstated, as the case may be, if at any time
         payment, in whole or in part, of any of the Secured Obligations is
         rescinded or must otherwise be restored or returned by the Collateral
         Agent or any Lender as a preference, fraudulent conveyance or otherwise
         under any bankruptcy, insolvency or similar law, all as though such
         payment had not been made; provided that in the event payment of all or
         any part of the Secured Obligations is rescinded or must be restored or
         returned, all reasonable costs and expenses (including without
         limitation any reasonable legal fees and disbursements) incurred by the
         Collateral Agent or any Lender in defending and enforcing such
         reinstatement shall be deemed to be included as a part of the Secured
         Obligations.

         13. AMENDMENTS; WAIVERS; MODIFICATIONS. This Security Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 11.6 of the Credit Agreement.


                                       18
<PAGE>

         14. SUCCESSORS IN INTEREST. This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Obligor, its successors and assigns and shall inure, together with the rights
and remedies of the Collateral Agent and the Lenders hereunder, to the benefit
of the Collateral Agent and the Lenders and their successors and permitted
assigns; PROVIDED, HOWEVER, that none of the Obligors may assign its rights or
delegate its duties hereunder without the prior written consent of each Lender
or the Required Lenders, as required by the Credit Agreement. To the fullest
extent permitted by law, each Obligor hereby releases the Collateral Agent and
each Lender, and its successors and assigns, from any liability for any act or
omission relating to this Security Agreement or the Collateral, except for any
liability arising from the gross negligence or willful misconduct of the
Collateral Agent, or such Lender, or its officers, employees or agents.

         15. NOTICES. All notices required or permitted to be given under this
Security Agreement shall be in conformance with Section 11.1 of the Credit
Agreement.

         16. COUNTERPARTS; TELECOPY. This Security Agreement may be executed in
any number of counterparts, each of which where so executed and delivered shall
be an original, but all of which shall constitute one and the same instrument.
It shall not be necessary in making proof of this Security Agreement to produce
or account for more than one such counterpart. Delivery of an executed
counterpart by facsimile shall be as effective as an original executed
counterpart and shall be deemed a representation that an original executed
counterpart will be delivered.

         17. HEADINGS. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning,
construction or interpretation of any provision of this Security Agreement.

         18.      GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

                  (a) THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
         THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
         INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any
         legal action or proceeding with respect to this Security Agreement may
         be brought in the courts of the State of New York, or of the United
         States for the Southern District of New York, and, by execution and
         delivery of this Security Agreement, each Obligor hereby irrevocably
         accepts for itself and in respect of its property, generally and
         unconditionally, the jurisdiction of such courts. Each Obligor further
         irrevocably consents to the service of process out of any of the
         aforementioned courts in any such action or proceeding by the mailing
         of copies thereof by registered or certified mail, postage prepaid, to
         it at the address for notices pursuant to Section 11.1 of the Credit
         Agreement, such service to become effective 30 days after such mailing.
         Nothing herein shall affect the right of the Collateral Agent to serve
         process in any other manner permitted by law or to commence legal
         proceedings or to otherwise proceed against any Obligor in any other
         jurisdiction.


                                      19
<PAGE>

                  (b) Each Obligor hereby irrevocably waives any objection which
         it may now or hereafter have to the laying of venue of any of the
         aforesaid actions or proceedings arising out of or in connection with
         this Security Agreement brought in the courts referred to in subsection
         (a) hereof and hereby further irrevocably waives and agrees not to
         plead or claim in any such court that any such action or proceeding
         brought in any such court has been brought in an inconvenient forum.

         19. WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES. EACH OF THE
PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS SECURITY AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY. Each Obligor agrees not to assert any claim against the
Agents, any Lender, any of their Affiliates, or any of their respective
directors, officers, employees, attorneys or agents, on any theory of liability,
for special, indirect, consequential or punitive damages arising out of or
otherwise relating to any of the transactions contemplated herein.

         20. SEVERABILITY. If any provision of this Security Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

         21. ENTIRETY. This Security Agreement together with the other Credit
Documents represent the entire agreement of the parties hereto and thereto, and
supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or correspondence relating to the Credit
Documents or the transactions contemplated herein and therein.

         22. SURVIVAL. All representations and warranties of the Obligors
hereunder shall survive the execution and delivery of this Security Agreement,
the other Credit Documents and the Hedging Agreements between any Credit Party
and any Lender (to the extent the obligations of such Credit Party thereunder
constitute Credit Party Obligations), the delivery of the Notes, the making of
the Loans and the issuance of the Letters of Credit.

         23. OTHER SECURITY. To the extent that any of the Secured Obligations
are now or hereafter secured by property other than the Collateral (including,
without limitation, real property and securities owned by an Obligor), or by a
guarantee, endorsement or property of any other Person, then the Collateral
Agent and the Lenders shall have the right to proceed against such other
property, guarantee or endorsement upon the occurrence of any Event of Default,
and the Collateral Agent and the Lenders have the right, in their sole
discretion, to determine which rights, security, liens, security interests or
remedies the Collateral Agent and the Lenders shall at any time pursue,
relinquish, subordinate, modify or take with respect thereto, without in any way
modifying or affecting any of them or any of the Collateral Agent's and the
Lenders' rights or the Secured Obligations under this Security Agreement, under
any other of the Credit Documents or under any Hedging Agreement between any
Credit Party and any Lender.


                                       20
<PAGE>

         24. RIGHTS OF REQUIRED LENDERS. To the fullest extent permitted by law,
all rights of the Collateral Agent hereunder, if not exercised by the Collateral
Agent, may be exercised by the Required Lenders.


                                       21
<PAGE>

         Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.

BORROWER:
                           UNITED STATES CAN COMPANY,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


DOMESTIC
GUARANTORS:
                           U.S. CAN CORPORATION,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


                           USC MAY VERPACKUNGEN HOLDING, INC.,
                           a Delaware corporation


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________
<PAGE>

         Accepted and agreed to as of the date first above written.

                           BANK OF AMERICA, N.A.,
                           as Collateral Agent


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________
<PAGE>


                                  SCHEDULE 4(c)

        MERGERS, CONSOLIDATIONS, CHANGE IN STRUCTURE OR USE OF TRADENAMES

None, except use of "U.S. Can" and "May Verpackungen" as abbreviated forms of
company names.
<PAGE>

                               EXHIBIT 5(f)(ii)(A)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   COPYRIGHTS


United States Copyright Office


         Please be advised that pursuant to the Security Agreement dated as of
October 4, 2000 (as the same may be amended, modified, extended or restated from
time to time, the "SECURITY AGREEMENT") by and among the Obligors party thereto
(each a "OBLIGOR" and collectively, the "OBLIGORS") and Bank of America, N.A.,
as Collateral Agent (the "COLLATERAL AGENT") for the Lenders referenced therein
(the "LENDERS"), the undersigned Obligor has granted a continuing security
interest in and continuing lien upon, the copyrights and copyright applications
shown below to the Collateral Agent for the ratable benefit of the Lenders:

                                   COPYRIGHTS

<TABLE>
<CAPTION>
                                                                          Date of
       Copyright No.               Description of Copyright              Copyright
       -------------               ------------------------              ---------
       <S>                         <C>                                   <C>
</TABLE>




                             COPYRIGHT APPLICATIONS

<TABLE>
<CAPTION>
         Copyright                 Description of Copyright          Date of Copyright
      Applications No.                   Applied for                    Applications
      ----------------             ------------------------          -----------------
      <S>                          <C>                               <C>
</TABLE>
<PAGE>

         The Obligors and the Collateral Agent, on behalf of the Lenders, hereby
acknowledge and agree that the security interest in the foregoing copyrights and
copyright applications (i) may only be terminated in accordance with the terms
of the Security Agreement and (ii) is not to be construed as an assignment of
any copyright or copyright application.

                           Very truly yours,

                           _____________________________________________________
                           [Obligor]


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


Acknowledged and Accepted:

BANK OF AMERICA, N.A.,
as Collateral Agent


By: _____________________________
Name: ___________________________
Title: __________________________
<PAGE>

                               EXHIBIT 5(f)(ii)(B)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                     PATENTS


United States Patent and Trademark Office


         Please be advised that pursuant to the Security Agreement dated as of
October 4, 2000 (the "SECURITY AGREEMENT") by and among the Obligors party
thereto (each a "OBLIGOR" and collectively, the "OBLIGORS") and Bank of America,
N.A., as Collateral Agent (the "COLLATERAL AGENT") for the Lenders referenced
therein (the "Lenders"), the undersigned Obligor has granted a continuing
security interest in and continuing lien upon, the patents and patent
applications shown below to the Collateral Agent for the ratable benefit of the
Lenders:


                                     PATENTS

<TABLE>
<CAPTION>
                                      Description of Patent                Date of
         Patent No.                          Item                          Patent
         ----------                   ---------------------                -------
         <S>                          <C>                                  <C>
</TABLE>



                               PATENT APPLICATIONS

<TABLE>
<CAPTION>
              Patent                                                      Date of Patent
           Applications No.                                                Applications
           ----------------                                               --------------
           <S>                                                            <C>
</TABLE>

<PAGE>


         The Obligors and the Collateral Agent, on behalf of the Lenders, hereby
acknowledge and agree that the security interest in the foregoing patents and
patent applications (i) may only be terminated in accordance with the terms of
the Security Agreement and (ii) is not to be construed as an assignment of any
patent or patent application.

                           Very truly yours,

                           _____________________________________________________
                           [Obligor]


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


Acknowledged and Accepted:

BANK OF AMERICA, N.A.,
as Collateral Agent


By: _____________________________
Name: ___________________________
Title: __________________________
<PAGE>


                               EXHIBIT 5(f)(ii)(C)

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   TRADEMARKS


United States Patent and Trademark Office


         Please be advised that pursuant to the Security Agreement dated as of
October 4, 2000 (the "SECURITY AGREEMENT") by and among the Obligors party
thereto (each a "OBLIGOR" and collectively, the "OBLIGORS") and Bank of America,
N.A., as Collateral Agent (the "COLLATERAL AGENT") for the Lenders referenced
therein (the "Lenders"), the undersigned Obligor has granted a continuing
security interest in and continuing lien upon, the trademarks and trademark
applications shown below to the Collateral Agent for the ratable benefit of the
Lenders:


                                   TRADEMARKS

<TABLE>
<CAPTION>
                                              Description of Trademark               Date of
        Trademark Registration No.                      Item                        Trademark
        --------------------------            ------------------------              ---------
        <S>                                   <C>                                   <C>
</TABLE>



                             TRADEMARK APPLICATIONS

<TABLE>
<CAPTION>
            Trademark                     Description of Trademark          Date of Trademark
         Applications No.                       Applied for                    Applications
         ----------------                 ------------------------          -----------------
         <S>                              <C>                               <C>
</TABLE>
<PAGE>

         The Obligors and the Collateral Agent, on behalf of the Lenders, hereby
acknowledge and agree that the security interest in the foregoing trademarks and
trademark applications (i) may only be terminated in accordance with the terms
of the Security Agreement and (ii) is not to be construed as an assignment of
any trademark or trademark application.

                           Very truly yours,

                           _____________________________________________________
                           [Obligor]


                           By: _________________________________________________
                           Name: _______________________________________________
                           Title: ______________________________________________


Acknowledged and Accepted:

BANK OF AMERICA, N.A.,
as Collateral Agent


By: _____________________________
Name: ___________________________
Title: __________________________