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                                                                   EXHIBIT 10.34



                            DATED                        1998




                             USC HOLDING UK LIMITED




                                     - and -




                                  MR DAVID FORD



                                SERVICE AGREEMENT

                                BERWIN LEIGHTON

                  Adelaide House London Bridge London EC4R 9HA
                   Telephone 0171 623 3144 Fax 0171 623 4416









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DATED

PARTIES

<S>           <C>                        <C>
              
1             Company                    USC HOLDING UK LIMITED (company
                                         no 3209772) whose registered office is
                                         at Apexes Works, Scotts Road, Southall,
                                         Middlesex UB2 5DM

2             Executive                  DAVID FORD of Kilreague, Tivoli Road, 
                                         Cheltenham, Glos GL50 2TD
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OPERATIVE PROVISIONS

<S>     <C>                                                <C>    <C>                                       
1        DEFINITIONS AND INTERPRETATION

1.1      Unless the contrary intention appears, the following definitions apply:

                                                           


         associated company                                (a)   a  company   whose   equity   share
                                                                 capital (as defined by section 744
                                                                 of the Companies Act 1985) is, as to
                                                                 20% or more but less than 50%, 
                                                                 beneficially owned by one or more 
                                                                 Group Company; and
                                                           
                                                           (b)   a  subsidiary  of a company  within
                                                                 (a) above;

         Bonus                                              the  Executive's  bonus  arrangements as set
                                                            out in clause 3.2;

         Commencement Date                                  24 November 1997;

                                                           (a)  trade  secrets,   customer   lists,
         Confidential Information                               trading     details     or    other
                                                                information   of   a   confidential
                                                                nature  relating to a Group 



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<S>                                                        <C>  <C>  


                                                                Company (including   without  limitation
                                                                details of  activities,  businesses
                                                                or finances of a Group Company);

                                                           (b)  any  other  information  designated
                                                                by    any    Group    Company    as
                                                                confidential; and

                                                           (c)  any information in relation  to which 
                                                                any Group Company owes a duty of
                                                                confidentiality to any third party;

           Group                                           the  Company,  any  holding  company  of the
                                                           Company and  subsidiaries  of the Company or
                                                           of  any   such   holding   company   and  an
                                                           associated company of any of them;

           Group Company                                   a member of the Group;

           holding company and subsidiary                  the  same   meanings   as  in  section   736
                                                           Companies Act 1985;

           Intellectual Property                           includes   letters   patent,   trade  marks,
                                                           service  marks,  designs,   utility  models,
                                                           copyrights,  design rights, applications for
                                                           registration  of any of  the  foregoing  and
                                                           the  right to apply  for them in any part of
                                                           the   world,   moral   rights,   inventions,
                                                           confidential   information,   know-how,  and
                                                           rights  of  a  similar   nature  arising  or
                                                           subsisting   anywhere   in  the   world   in
                                                           relation  to all of the  foregoing,  whether
                                                           registered or 
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<S>                                                        <C>    

                                                           unregistered;
          
           President                                       the  President and Chief  Executive  Officer
                                                           of United  States Can Company,  from time to
                                                           time;

           Recognised Investment Exchange                  the same  meaning as in  section  207 of the
                                                           Financial Services Act 1986;

           Review Date                                     each anniversary of the Commencement Date;

           Salary                                          the  salary  referred  to at  clause 3.1  as
                                                           varied from time to time: and
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1.2        No period of employment with a previous employer shall count towards
           the Executive's period of continuous employment which, for the
           purposes of the Employment Protection Rights Act 1996 shall begin on
           the Commencement Date.

1.3        The headings in this agreement are for convenience only and do not
           affect its construction or interpretation.

1.4        References to an enactment are construed as extending to an amendment
           or re-enactment and to any previous enactment which is consolidated
           in the enactment (as amended or re-enacted) and to any regulation or
           order made under any of them.

1.5        Words denoting the singular include the plural and vice versa;  and 
           words denoting any gender include all genders.

2          JOB TITLE AND DUTIES

2.1        The Company shall employ the Executive and the Executive shall serve
           as Senior Vice President International of the United States Can
           Company and President of its European Operations. The Executive will
           report directly to the President. The Executive will serve on the
           Executive Committee of the United States Can Company.

2.2        The Executive shall during his employment under this agreement:


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2.2.1      perform such duties and exercise such powers as the President may
           from time to time reasonably assign to him and such duties and powers
           may relate or concern the business of any Group Company including
           serving on the board of directors or other executive body or
           committee or board of trustees of or relating to such Group Company
           as may be required from time to time by the President;

2.2.2      well and faithfully serve the Group Companies and use his utmost
           endeavours to promote their interests; 

2.2.3      give to the President such information regarding the affairs of Group
           Companies as it requires; and 

2.2.4      at all times conform to the reasonable directions of the President.

2.3        The Executive shall during his employment under this agreement devote
           himself exclusively to the performance of his duties during normal
           working hours at his place of employment and at all other times
           necessary for the proper performance of his duties, unless prevented
           by ill health from doing so.

2.4        The Executive shall not directly or indirectly enter into, or be
           concerned or interested in, any trade, business or occupation other
           than the business of the Group except:

2.4.1      with the prior written consent of the President, but consent may be
           given subject to any terms or conditions which the President
           requires, a breach of which shall be deemed to be a breach of the
           terms of this agreement; or 

2.4.2      as a holder of not more than 3% of any class of shares, debentures or
           other securities in a company which is listed or dealt in on a
           Recognised Investment Exchange. 

2.5        The Executive's place of employment shall be at Southall. The
           Executive may be required, on not less than 3 months' notice, to be
           permanently employed at any other place within the United Kingdom. In
           the event that the Company exercises its right to require the
           Executive to be permanently employed at another place, the relocation
           arrangements under clause 3.7 will apply. The Executive may be
           required to travel on the business of a Group Company. 


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2.6        The Company may suspend the Executive for not more than 30 days on
           full pay for the purpose of investigating the substance of any
           disciplinary matter involving the Executive and holding a
           disciplinary hearing. 

3          REMUNERATION

3.1        SALARY

3.1.1      The Executive's Salary shall be (pound)220,000 per annum which shall
           accrue from day to day and be payable in arrears by equal monthly
           instalments not later than the last day of every month. The Salary
           shall be inclusive of any director's fees payable to him under the
           articles of association of a Group Company.

3.1.2      The Executive's Salary shall be reviewed by the Compensation
           Committee of the Board of Directors United States Can Company on the
           Review Date and may be increased at its discretion.

3.1.3      The Company may both during this agreement and on termination deduct
           from the Salary any sum due from the Executive to the Company
           including but not limited to any outstanding loans, advances, excess
           holiday, over payments and any amount stated to be payable by the
           Executive to the Company in any court or tribunal judgment or award.
           
3.2        BONUS

           The Executive shall be eligible to participate in such annual
           incentive scheme as shall be implemented in relation to employees of
           the Executive's status from year to year under which he shall be
           entitled to receive a bonus of up to 50% of Salary.

3.3        PENSION SCHEME 

3.3.1      The Company shall procure that pension arrangements are put into
           place as soon as reasonably practicable but in any event no later
           than 5 April 1998, under which the Executive shall have an
           entitlement which is no less beneficial to the Executive than the
           entitlement he received from his previous membership of the Carnaud
           Metal Box Senior Executive Pension Plan. 

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3.3.2      The Company shall instruct professional advisers to provide advice to
           the Executive concerning the implementation of these pension
           arrangements and the Company shall be responsible for the
           professional adviser's fees in relation to the provision of such 
           advice.

3.4        INSURANCE BENEFITS

           The Executive shall be entitled to participate at the Company's
           expense in the Company's life assurance scheme (to provide a payment
           in the event of the Executive's death of four times Salary), the
           United States Can Company's Long Term Disability Insurance Benefit
           Plan (in relation to which the minimum service requirement shall be
           waived) and for himself, his spouse and his children under 21 years
           in the Company's private medical insurance scheme.

3.5        COMPANY CAR 

3.5.1      The Company shall supply the Executive with a BMW 535 car (or
           equivalent car) for his use in the performance of his duties. The
           Company shall pay all running costs of the car including insurance
           and maintenance including petrol consumed in private use. 

3.5.2      The Executive shall take good care of the company car and ensure that
           the provisions and conditions of any insurance policy relating to it
           are observed and shall comply with all other requirements of the
           Company's policy from time to time for the provision of cars to
           employees. 

3.6        MOBILE PHONE

           The Company shall supply the Executive with a mobile phone and the
           Company shall pay for costs incurred in the Executive's use of the
           phone.

3.7        RELOCATION

3.7.1      For as long as the Executive continues to own the property at
           Kilreague, Tivoli Road, Cheltenham, Glos and the Executive shall have
           not have relocated to an address nearer to his place of work, the
           Company will meet the cost of renting a 

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           furnished  apartment that the Company shall reasonably deem to be 
           suitable for the Executive's purposes.

3.7.2      In the event that the Executive shall purchase a property nearer to
           his place of work then the Company shall reimburse the Executive the
           reasonable solicitor's fees, surveyor's fees, land registry fees,
           stamp duty and removal costs involved in relocating to the new
           property and a disturbance allowance of 16 2/3 per cent of the
           Salary. Further, the Executive's entitlement to the cost of the
           rented apartment under clause 3.7.1 shall cease.

3.8        EXPENSES

           The Company shall by way of reimbursement pay or procure to be paid
           to the Executive all reasonable expenses wholly, exclusively and
           necessarily incurred by him in the performance of his duties under
           this agreement on production of appropriate vouchers or receipts.

3.9        OTHER BENEFITS

           Any benefits provided by the Company to the Executive or his family
           which are not expressly referred to in this agreement shall be
           regarded as ex-gratia and at the entire discretion of the Company and
           shall not form part of the Executive's contract of employment.

4          TERM OF EMPLOYMENT

4.1        The Company shall employ the Executive and the Executive shall serve
           the Company as from the Commencement Date until expiration of not
           less than 24 months prior notice given by the Company to the
           Executive or not less than 12 months prior notice given by the
           Executive to the Company. 

4.2        The Executive's employment under this agreement shall terminate
           automatically on the last day of the month in which the Executive
           shall attain the Company's retirement age from time to time. This is
           currently 65 years.

4.3        If this agreement is terminated on notice the Company may require the
           Executive to cease to perform his duties under this agreement and not
           to attend at the



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           Company's premises during the notice period or any part of the notice
           period as the Company determines. During this period the Company
           shall continue to pay the Executive the Salary and other benefits to
           which he has an entitlement under this agreement and the Executive,
           who shall remain in employment, shall continue to be bound by all
           obligations owed to the Company under this agreement.
           
4.4        In the event that the Company shall wrongfully dismiss the Executive
           the Company agrees to transfer to the Executive the ownership of the
           Company car that the Executive shall at that time have the benefit of
           pursuant to clause 3.5 of this agreement. The Executive agrees to
           accept such transfer in full and final settlement of any claim that
           he may have against the Company in relation to the loss of the use of
           the car.

4.5        The Company agrees that in the event the Executive's employment under
           this agreement is terminated by reason of redundancy the Company
           shall make a payment to the Executive, in addition to any other
           payment under this agreement, equal to two times the Executive's
           entitlement to statutory redundancy pay (to include the Executive's
           entitlement to statutory redundancy pay). 

5          HOLIDAYS

           The Executive shall (in addition to the usual public and bank
           holidays) be entitled to 25 working days' holiday in each calendar
           year to be taken at times convenient to the Company. During the first
           and last calendar years of the Executive's employment the Executive
           shall be entitled to a pro rata proportion of his annual holiday
           entitlement. The Executive may not carry over accrued holiday
           entitlement from one calendar year to the next without the written
           consent of the President. On termination of this agreement (except
           under clause 7 below) the Company shall make a payment in lieu of any
           holiday entitlement not taken and may deduct from the final payment
           of Salary for holiday taken in excess of the Executive's entitlement.

6          INCAPACITY

6.1        The Executive shall be entitled to statutory sick pay in relation to
           periods of absence due to illness, accident or other incapacity. The
           Executive shall, solely in



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           the President's discretion, during any such period of absence,
           continue to receive any remuneration in excess of statutory sick pay.

6.2        If the Executive is at any time prevented by illness, accident or
           other incapacity from performing his duties for a period of 30
           consecutive working days, the Company may appoint a temporary
           replacement to undertake all or some of his duties during any further
           period in which he is prevented from performing his duties.

6.3        For the purposes of this clause 6 a working day shall be Monday to
           Friday inclusive. 

6.4        If required by the President the Executive shall, at the expense of
           the Company, undergo a medical examination by such medical
           practitioner as the President nominates. The Executive shall
           authorise the medical practitioner to disclose to and discuss with
           the President the results of the examination. 

7          SUMMARY TERMINATION OF EMPLOYMENT

7.1        The employment of the Executive may be terminated by the Company
           without notice or payment in lieu of notice if the Executive:

7.1.1      commits an act of gross misconduct or of gross neglect or a material
           or repeated breach of an obligation in this agreement, or is guilty
           of conduct tending to bring himself or any Group Company into
           disrepute; or

7.1.2      has an interim receiving order made against him, becomes bankrupt or
           makes a composition or enters into any deed of arrangement with his
           creditors; or

7.1.3      is convicted of an arrestable criminal offence (other than an offence
           under road traffic legislation for which a fine or non-custodial
           penalty is imposed); or

7.1.4      is convicted of an offence under the Part V of the Criminal Justice
           Act 1993 or under any other statutory enactment or regulations
           relating to insider dealing; or

7.1.5      resigns as a director of any Group Company otherwise than at the
           request of the President; or



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7.1.6      is disqualified from being a director of a company by reason of an
           order made by a competent court.

7.2        The termination by the Company of the appointment shall be without
           prejudice to any claim which the Company may have for damages arising
           from breach of this agreement by the Executive.

8          EXECUTIVE'S OBLIGATIONS ON TERMINATION

           Upon the termination of this agreement or in the event of the
           Executive serving on the Company notice to terminate his employment
           or in the event of the Company requesting the Executive to cease
           performing or exercising any or all of his duties pursuant to clause
           4.3:

8.1        the Executive shall at the request of the President immediately
           resign all his directorships in the Group without claim for
           compensation and in the event of his failure to do so any director or
           the secretary of the Company may, in his name and on his behalf, sign
           and deliver the resignations to the appropriate Group Company;

8.2        the Executive shall immediately deliver to the Company all records,
           documents, accounts, letters and papers within his possession or
           under his control relating to the affairs and business of any Group
           Company and any other property belonging to a Group Company. 

9          INVENTIONS

9.1        In accordance with the provisions of the Patents Act 1977, the
           Registered Designs Act 1949 and the Copyright, Designs and Patents
           Act 1988, if in the course of his employment under this agreement the
           Executive makes or discovers, or participates in the making or
           discovery of, Intellectual Property relating to or capable of being
           used in the business carried on by a Group Company, full details of
           the Intellectual Property shall immediately be communicated by him to
           the Company and shall be the absolute property of the Company. At the
           request and expense of the Company the Executive shall give and
           supply all such information, data, drawings and assistance as is
           requisite to enable the Company to exploit the Intellectual Property
           to the best advantage. If so requested, the Executive shall, at the
           Company's 



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           expense but without receiving payment, execute all documents and do
           all things necessary to vest the title to the invention, design or
           discovery in the Company. The Executive irrevocably appoints the
           Company to be his attorney and in his name and on his behalf to
           execute any documents and generally to act and to use his name for
           the purpose of giving to the Company (or its nominee) the full
           benefit this clause. A certificate in writing signed by a director or
           the secretary of the Company that an instrument or act falls within
           the authority conferred by this clause shall be conclusive evidence
           in favour of a third party that it is the case.

9.2        If the Executive makes or discovers or participates in the making or
           discovery of any Property during his employment under this agreement
           but which is not the property of the Company under clause 9.1, the
           Company shall, subject only to the provisions of the Patents Act
           1977, have the right to acquire for itself or its nominee the
           Executive's rights in the Intellectual Property within 3 months after
           disclosure under clause 9.1 on fair and reasonable terms to be agreed
           or settled by a single arbitrator.

9.3        The Executive waives all of his moral rights as defined in the
           Copyright, Designs and Patents Act 1988 in relation to the
           Intellectual Property which is the property of the Company by virtue
           of clause 9.1.

9.4        Rights and obligations under this clause shall continue in force
           after termination of this agreement in respect of Intellectual
           Property made or discovered during the Executive's employment under
           this agreement and shall be binding upon his representatives.

10         CONFIDENTIALITY

10.1       The Executive shall not (except in the proper course of his duties)
           during the period of employment under this agreement or subsequently,
           without the prior consent in writing of the President, divulge to any
           person or otherwise make use of Confidential Information and shall,
           during the period of this agreement, use his best endeavours to
           prevent the publication or disclosure of any Confidential
           Information.



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10.2       Confidential Information which is made or received by the Executive
           during this agreement shall be the property of the Company and all
           such property and copies thereof and any other property of the Group
           shall be surrendered by the Executive to the Company at the
           termination of this agreement (howsoever occasioned) or at the
           request of the President at any time during the course of his
           employment. 

11         DISCIPLINE AND GRIEVANCES

11.1       The Company's discipline and grievance procedures as set out below do
           not form part of the Executive's terms and conditions of employment
           and afford him no legal rights. 

11.2       The Executive shall promptly comply with all reasonable orders and
           directions given to him by the President and with any orders or
           regulations in force at his place of employment. 

11.3       If the Executive is dissatisfied with any disciplinary decision
           relating to him, or has any other grievance about his employment, he
           should apply in writing to the President whose decision shall be
           final. 

12         NOTICES

           All communications between the parties with respect to any of the
           provisions of this agreement shall be sent to the addresses set out
           in this agreement, or to such other addresses as may be notified by
           the parties for the purpose of this clause, by pre-paid registered or
           recorded delivery post or by facsimile transmission or other
           electronic means of written communication with confirmation by letter
           given by the close of business on the next following business day.
           Any communication to the Company must be marked "For the attention of
           the Company Secretary".

12.1       Communications which are sent or despatched as set out below shall be
           deemed to have been received by the addressee as follows:

12.1.1     by post - 2 business days after despatch; 

12.1.2     by facsimile transmission or other electronic means of written
           communication - on the business day next following the day on which
           the communication was sent.



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12.2       In proving service by post it shall be necessary only to prove that
           the communication was contained in an envelope which was duly
           addressed, stamped and posted by registered or recorded delivery
           post. In proving service by facsimile transmission or other
           electronic means of written communication, proof of service will be
           accepted on proof of posting of the confirmatory letter. 

12.3       For the purpose this clause a "business day" means a day on which the
           clearing banks in the City of London are open for business and "close
           of business" means 18.00 hours.

13         GENERAL

13.1       This agreement shall take effect as from the Commencement Date, from
           which date all other agreements or arrangements, whether written or
           oral, express or implied, between the Executive and any member of the
           Group relating to the services or employment of the Executive shall
           be deemed to have been cancelled. 

13.2       The expiration or determination of this agreement shall not affect
           those terms which are expressed to operate or have effect after its
           termination and shall be without prejudice to any right of action
           already accrued to either party in respect of a breach of this
           agreement by the other party.

14         LAWS

           The construction, validity and performance of this agreement shall be
           governed by the laws of England.

Delivered as deed on the date of this agreement

EXECUTED by USC HOLDING UK LIMITED        )  /S/ WILLIAM J. SMITH
as a deed                                 )


                                          [SIG]   
                                          Director
                                          Director/Secretary

                                          [SIG]
SIGNED by  DAVID FORD                     )  /S/ DAVID FORD
as a deed in the presence of:             )
/s/ DAVID FORD



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