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                                                                   Exhibit 10.49

                         [SALOMON BROTHERS LETTERHEAD]





January 30, 1998




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


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

Ladies and Gentlemen:

            The purpose of this letter is to confirm the engagement of Salomon
Brothers Inc and Smith Barney Inc., collectively doing business as Salomon Smith
Barney, ("Salomon") by U.S. Can Corporation (the "Company") on an exclusive
basis to render certain financial advisory and investment banking services to
the Company. In the event that Salomon is asked to provide investment banking
services which Salomon believes would represent a conflict with the services to
be provided to the Company, Salomon will terminate this engagement as described
in Section 5 of this agreement.

            Section 1. Services to be Rendered. Salomon will perform such of the
following financial advisory and investment banking services as the Company may
reasonably request:

           (a) Salomon will familiarize itself to the extent it deems
       appropriate and feasible with the business, operations, properties,
       financial condition and prospects of the Company, it being understood
       that Salomon shall in the course of such familiarization, rely entirely
       upon publicly available information and such other information as may be
       supplied by the Company, without independent investigation;

           (b) Salomon will assist the Company in evaluating the extent to which
       it might be subject to a change in control that, in the opinion of the
       Company's Board of Directors, would not be in the best interests of the
       Company and its shareholders, and in considering the Company's
       alternatives to reduce the likelihood of such a change in control;
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           (c) If the Company or any shareholder receives any oral or written
       offer or proposal relating to an acquisition of or similar business
       combination involving the Company, or relating to the acquisition of more
       than 15% of the Company's voting securities from the Company and/or its
       shareholders (any such offer or proposal being hereinafter called a
       "Combination Proposal" and any such acquisition or combination, whether
       resulting from a Combination Proposal or otherwise, being hereinafter
       called a "Combination Transaction"), Salomon will advise and assist the
       management and Board of Directors of the Company in their evaluation of
       the Combination Proposal and provide such financial advisory and
       investment banking services in connection with the Combination Proposal
       as management or the Board of Directors may reasonably request;

           (d) If the Board of Directors of the Company determines that a
       proposed Combination Transaction involving the Company or its
       shareholders is in the best interests of the Company and its
       shareholders, Salomon will advise and assist the Company in attempting to
       design and implement a strategy with the objective of successfully
       consummating the Combination Transaction;

           (e) If the Board of Directors of the Company determines that a
       proposed Combination Transaction involving the Company or its
       shareholders is not in the best interests of the Company and its
       shareholders, Salomon will advise and assist the Board of Directors in
       seeking to promote the best interests of the Company and its
       shareholders, as determined by the Board of Directors of the Company;

           (f) If , as a result of a Combination Proposal, the Board of
       Directors or management of the Company determines to consider or
       undertake any one or more of the following transactions (each an
       "Alternative Transaction"):

         (i) an acquisition (by merger or otherwise) by the Company (or a
         subsidiary of the Company) of another corporation or other business
         entity (a "Subject Company") or a purchase by the Company (or a
         subsidiary of the Company) of all or a significant portion of the
         assets or more than 15% of the equity securities of a Subject Company
         (an "Acquisition Transaction"); or

         (ii) a repurchase by the Company (or a subsidiary of the Company) of
         shares of common stock or other securities of the Company ("Shares"),
         which repurchase might take the form of a negotiated purchase of Shares
         from one or more persons, groups or entities or a tender or exchange
         offer by the Company (or a subsidiary of the Company) for Shares, or a
         recapitalization or restructuring of the Company (including without
         limitation through an issuer tender offer, extraordinary dividend,
         spin-off, split-off or similar
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         transaction) or a liquidation of the Company (any of the transactions
         referred to in this subclause (ii) being a "Recapitalization");

         (iii) a divestiture, public offering, leveraged buyout or other sale by
         the Company involving all or a significant portion of the assets or
         more than 15% of the equity securities, as the case may be, of one or
         more of its subsidiaries, divisions or lines of business (any of the
         transactions referred to in this subclause (iii) being a
         "Divestiture"); or

         (iv) the public or private sale of additional equity securities of the
         Company (a "Placement"); Salomon will advise and assist the Company in
         considering the desirability of effecting such Alternative
         Transaction(s) and, if the Company believes such Alternative
         Transaction(s) to be desirable, in effecting such Alternative
         Transaction(s);

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

           (h) In the event of any acquisition or proposed acquisition by any
       person or group of persons of 15% or more of any class of the Company's
       equity securities (a "Stock Accumulation"), or in the event of any
       solicitation of proxies or shareholder consents in opposition to, or
       without the support of, the Board of Directors of the Company (a "Proxy
       Contest"), Salomon will advise and assist the Board of Directors in
       seeking to promote the best interests of the Company and its
       shareholders, as determined by the Board of Directors; and
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           (i) Salomon will render such other financial advisory and investment
       banking services as may from time to time be agreed upon by Salomon and
       the Company.

            Section 2. Fees. The Company shall pay to Salomon for its services
hereunder cash fees customary under the circumstances, as the Company and
Salomon may from time to time agree upon, with respect to any Combination
Proposal, Combination Transaction, actual or proposed Alternative Transaction,
Stock Accumulation or Proxy Contest. Salomon shall act as exclusive financial
advisor to the Company in any Combination Transaction. Salomon shall act as the
Company's exclusive financial advisor in the event that the Company completes an
Alternative Transaction in such instances where the Company uses a financial
advisor. Salomon will act as lead manager or lead agent for any Placement.

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

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

            Section 5. Termination of Engagement. Salomon's engagement hereunder
may be terminated by either the Company or Salomon at any time after December
31, 1998, with or without cause, upon written advice to that effect to the other
party; provided, however, that Salomon will be entitled to (1) the fee provided
for in Section 2 hereof notwithstanding any such termination, and (2) its full
fees under Section 2 hereof in the event that at any time prior to the
expiration of one year after such termination (a) a Combination Transaction, an
Alternative Transaction or Placement is consummated or (b) an Acquisition
Transaction or Placement is consummated; and provided, further, that the
provisions of this Section 5 and Sections 3 and 6 hereof shall survive any such
termination. Not withstanding the foregoing, the Company shall not be obligated
to pay fees to Salomon, if the termination of this engagement was at Salomon's
request.
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            Section 6. Miscellaneous.

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

           (b) The Company expressly acknowledges that all opinions and advice
       (written or oral) given by Salomon to the Company in connection with
       Salomon's engagement are intended solely for the benefit and use of the
       Company (including its management, directors and attorneys) in
       considering the transaction to which they relate, except where expressly
       permitted hereby, and the Company agrees that no such opinion or advice
       shall be used for any other purpose or reproduced, disseminated, quoted
       or referred to at any time, in any manner or for any purpose, nor shall
       any public references to Salomon be made by the Company (or such
       persons), other than references required by law or regulation without the
       prior written consent of Salomon, which consent shall not be unreasonably
       withheld.

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


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

                                       Very truly yours,

                                       SALOMON BROTHERS INC
                                       SMITH BARNEY INC.



                                       By /s/ Charles Bobrinskoy
                                         --------------------------------------
                                                Managing Director



ACCEPTED AND AGREED AS OF THE
DATE FIRST ABOVE WRITTEN:

U.S. Can Corporation



By     /s/ Timothy W. Stonich
   -------------------------------
       Title: EVP, Finance,
                  CFO & Sec'y