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          18 December 1996                                 EXHIBIT 10.6


                               LEASE AGREEMENT

ZONCA S.P.A.,  a company whose registered office is located at Voghera
(PV),  having a share capital of  ITL 3,142,320,000, entered in the
Register of Companies of Voghera under No. 1194,  Fiscal Code and VAT Code
No. 00186380184, represented by Mr. Luigi Zonca, in his capacity as
Chairman and Managing Director of the Company (hereinafter referred to as
"Lessor" or "Zonca")

                                     AND

U.S.C. EUROPE ITALIA S.R.L., a company whose registered office is located
at Largo Donegani 2, Milan, having a share capital of ITL 20,000,000,
entered in the Register of Companies of Milan under No. 786360/1996,
Fiscal Code and VAT Code 11907070152, represented by Mr. Nicola Asti, in
his capacity as Attorney in Fact (hereinafter referred to as the "Lessee"
or "USC")

                            W I T N E S S E T H :

A.   Zonca is the owner of an industrial building and appurtenances
     thereto, located at Via Lomellina No. 145, Voghera (PV), as better
     identified in the map and description which are attached hereto as
     Exhibit "A" (the term "Building Unit" is inclusive of  the building
     which is marked in red color in the map attached hereto as Exhibit
     "A" and the surrounding areas which serve the building itself and
     which are marked in red color in the aforesaid map);


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B.   Zonca desires to lease to USC, and USC desires to lease from Zonca,
     the Building Unit on all the terms and conditions set out
     hereinafter.

           NOW, THEREFORE, THE PARTIES AGREE AND COVENANT AS FOLLOWS:

1.   RECITALS AND EXHIBITS
     The recitals hereof and exhibits hereto are an integrating and
     substantive part of this Agreement.

2.   SCOPE AND TERM OF LEASE - RENEWAL
2.01 Zonca hereby leases, as a unit and not by measurement, the Building
     Unit to USC, and USC hereby accepts to so lease the Building Unit
     from Zonca, for a term of 6 (six) years commencing on 15 January 1997
     ("Effective Date") and ending on 14 January 2003 ("Expiration Date").

2.02 Zonca hereby waives, now for then, its right not to tacitly renew
     this Agreement pursuant to the combined provisions of articles 28 and
     29 of Law No. 392 of 27 July 1978; therefore, at the Expiration Date,
     this Agreement will tacitly be renewed for a further 9 (nine) year
     period, unless USC has notified Zonca of its intention not to renew
     it by a registered letter, return receipt requested, which shall have
     been mailed at least 6 (month)s prior to the Expiration Date.

2.03 In the event that this Agreement is automatically renewed in
     accordance with the provisions of paragraph 2.02 above, USC will be
     entitled to withdraw therefrom for any reason and at any time,
     pursuant to art. 27, seventh paragraph, of Law No. 392 of 27 July
     1978 by giving Zonca a

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     written prior notice of at least 6 (six) months by registered letter,
     return receipt requested.

2.04 At the end of the lease, the Building Unit shall be surrended to
     Zonca on or before the date specified by USC in its notice pursuant
     to and for the purposes of paragraphs 2.02 and 2.03 above, which
     respectively apply according to whether  USC has decided not to renew
     this Agreement or to withdraw therefrom. USC shall pay to Zonca, by
     way of liquidated damages, the sum of ITL 2,000,000 (two million
     Italian Lire) for each day of delay in surrending the Building Unit
     after the date set out in USC's notice.

3.   RENT-PAYMENT-ADJUSTMENT
3.01 The annual rent payable by USC shall be the sum of ITL 380,000,000
     (three hundred eighty million Italian Lire) plus VAT as applicable,
     and shall be paid at the Lessor's domicile in 12 equal monthly
     installments payable in advance, each expiring on the last working
     day of the month preceding the reference month upon receipt of
     Zonca's regular invoice.

3.02 In partial derogation of the foregoing provisions and in
     consideration to the relevant provisions containted in article 4
     hereof, USC and Zonca acknowledge and agree that, in the period
     between the Effective Date and the date in which the Building Unit
     will be completely and definitively delivered to USC pursuant to
     paragraph 4.01 hereof, the above rent shall be proportionally reduced
     in order to take into consideration the effective portion of the
     Building Unit delivered by Zonca to USC in such period as provided
     for in paragraph 4.02 hereof.


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3.03 Effective from the beginning of the second year of lease and subject
     to a prior written notice to be sent by Zonca to the Lessee by
     registered letter return receipt requested, the annual rent, as
     determined in paragraph 3.01 above, may be increased by an amount
     equal to 75% of the changes, as assessed by ISTAT, occurred in the
     cost of living for families of laborers and clerical workers  in the
     preceding year, and so forth on a yearly basis throughout the term of
     this Agreement.

3.04 Without prejudice to the provisions of article 6 below, the amount
     of rent as agreed in paragraph 3.01 above, does not include the
     expenses deriving from the use of the Building Unit and from the
     operation of USC's business activities which shall be paid by USC
     directly to the suppliers of such services. Zonca hereby acknowledges
     that no compensation shall be due by USC as reimbursement of
     overheads and accessory charges.

3.05 Without prejudice to the provisions set out in paragraph 3.04
     hereof, Zonca undertakes on demand of USC to supply to the latter any
     services which might be necessary or useful for the carrying out of
     USC's activity in the Building Unit. In such event USC shall
     reimburse to Zonca, upon receipt of a regular invoice in which the
     services rendered and the relevant period shall be specified, solely
     the costs incurred by Zonca for providing such services, being in
     fact waived any further compensation howsoever relating to the same.

4.   LESSOR'S OBLIGATIONS
4.01 Considering that the Building Unit is presently occupied by certain
     plants and machinery belonging to Zonca, Zonca agrees to remove all

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     these plants and machinery, at its own care and expenses, within 20
     days from the Effective Date and, therefore, to deliver the Building
     Unit by that date duly vacated and ready to be used by USC as USC may
     require. In the event that the above removal is not completed within
     20 days from the Effective Date, for any reasons whatsoever,
     including an event beyond the parties' control, Zonca shall pay USC,
     by way of liquidated damages, the sum of ITL 2,000,000 for each day
     of delay.

4.02 In partial derogation of the provisions set out in paragraph 4.01
     above, Zonca undertakes to deliver to USC on or before the Effective
     Date a portion of approximately 1,200 square meters of the Building
     Unit in the area  marked in orange color in the map attached as
     Exhibit "A", duly vacated and ready to be used as the Lessee may
     require.
     In the event in which Zonca does not fulfill for any reasons
     whatsoever the obligations set out in this paragraph, it shall pay
     USC, by way of liquidated damages, the sum of Lire 2,000,000 for each
     day of delay in the delivery of such portion of the Building Unit.

4.03 Within 20 days from the Effective Date, Zonca, at its own expenses
     and according to such criteria as will be decided by Zonca itself
     without USC's right to raise objections thereto, and as will be
     determined by an engineer appointed by Zonca, but in any event in a
     workmanlike manner and in compliance with the relevant Permits (as
     defined hereinafter), shall construct an asphalted and open air
     parking area for 30 cars (the "Parking") in the area marked in rose
     color in the map attached hereto as Exhibit "A"; for the construction
     of the Parking, Zonca shall at its own care and expenses obtain any
     and all necessary or requisite permits and/or approvals and/or
     authorizations and/or concessions from the

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     competent Authorities (the "Permits"). In addition, Zonca shall
     construct  the Parking in full compliance with all building, zoning,
     environmental and safety regulations as well as any other applicable
     provisions of law, without prejudice to the Lessee's and third
     party's rights, and shall also indemnify and hold the Lessee harmless
     from any nuisance, claim, liability, penalty or damage that may arise
     from the execution  of  the construction works for the Parking or
     from any works connected therewith. In the event that the Parking is
     not completed, for any reasons whatsoever including an event beyond
     the parties' control, within 20 days from the Effective Date, Zonca
     shall pay USC, by way of liquidated damages, the sum of ITL 500,000
     (five hundred thousand Italian Lire) for each day of delay. Without
     prejudice to the above, Zonca, as from the Effective Date and until
     the Parking has been completed, shall make available to USC, at no
     additional cost or expenses, space for ten cars in the parking area
     marked in blue color in the map attached hereto as Exhibit "B".

5.   ALTERATIONS TO THE BUILDING UNIT AND SYSTEMS
5.01 Zonca hereby authorizes USC to make in the Building Unit any and all
     works as may be necessary or appropriate to replace the present
     electrical control board and install a new fire-fighting system, and
     to make thereto any other alterations, transformations or additions
     of non-structural nature which were to become necessary or
     appropriate in relation to the above.

5.02 In the event that USC deems it necessary or appropriate to make any
     other alterations, transformations or additions to make the Building
     Unit fit for USC's operating requirements, Zonca's prior consent
     shall be

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     required, consent which, in no event, shall be unreasonably withheld
     or refused. Provided that all costs associated with such works shall
     be borne by USC in full, the parties hereby reciprocally acknowledge
     that, without prejudice to Zonca's right to demand USC to restore the
     Building Unit into its original condition (provided, however, that
     such demand shall be made by Zonca in its notice informing USC of its
     consent to the execution of the relevant works) and without prejudice
     to USC's right to remove from the Building Unit any improvement made
     by USC to the Building Unit during the lease, any improvements made
     by USC to the Building Unit will become an integral part thereof  at
     the end of the lease and that USC cannot claim any compensation
     therefor.

5.03 For the purposes of paragraphs 5.01 and 5.02 above, the Lessor shall
     promptly sign any and all applications to the competent authorities,
     as may be required or appropriate to obtain the relevant permits
     and/or approvals and/or authorizations and/or concessions and
     facilitate  the course thereof.

6.   OPERATION AND MAINTENANCE OF SYSTEMS AND BUILDING UNIT.
6.01 The routine maintenance of the Building Unit and systems installed
     therein shall be made by the Lessee at its own care and expenses,
     whereas the non-routine maintenance of the Building Unit and systems
     installed therein, such as, by way of mere example, roof repairs and
     heating system repairs,  shall be made by the Lessor at its own care
     and expenses.


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6.02 Without prejudice to the parties' respective responsibility for the
     above maintenance works, the parties agree that, whenever urgent
     maintenance and/or repair works are required, either party, subject
     to requesting the other party which is responsible therefor to make
     such urgent works, is entitled to  make them if the other party has
     failed to promptly do so and to be reimbursed for the costs incurred
     in connection therewith within ten days of the notice of completion
     thereof, without prejudice to its right to claim damages and to any
     other remedy provided by the law or by this agreement in  any event
     of default.

7.   ENLARGEMENT OF BUILDING UNIT
7.01 Upon request by USC and as supplementation of the existing Building
     Unit, Zonca shall at its own expenses enlarge the Building Unit by
     approximately 1,000 (thousand) square meters in the area marked in
     brown color in the map attached hereto as Exhibit "A" (Enlargement
     Works"). Zonca shall prepare, at its own care and expenses, the
     relevant building projects and technical specifications as will be
     necessary or appropriate to execute the Enlargement Works, provided,
     however, that the said works shall be made in a masterly manner,  in
     compliance with the relevant Permits (as defined above) and using
     comparable building materials and techniques to those employed in the
     construction of the Building Unit. In respect of the Enlargement
     Works to be executed, Zonca shall at its own care and expenses obtain
     any and all necessary and requisite permits and/or approvals and/or
     authorizations and/or concessions from the competent Authorities (the
     "Permits"). In addition, Zonca shall execute the Enlargement Works in
     full compliance with all building, zoning, environmental and safety
     regulations and any other applicable provisions of law. In this
     respect, Zonca shall relieve USC

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     from any liabilities arising from the execution of the Enlargement
     Works and shall indemnify and hold USC harmless from and against any
     claim for damages  made against USC by any third party, including but
     not limited to the professionals who have been entrusted with the
     study and design of the Enlargement Works, the site superintendent,
     the construction company, its employees and/or representatives, the
     competent Public Authorities, relating to and/or arising from the
     Enlargement Works, including any fines inflicted by the competent
     Public Authorities.

7.02 Once the Enlargement Works have been completed and the new space so
     obtained has been made available to USC for USC's intended use, the
     annual rent referred to in paragraph 3.01 above shall be increased -
     on the basis of ITL 90,500 (ninety thousand five hundred Italian
     Lire) per square meter - to be  adjusted according to the variations
     quoted by ISTAT, as described  in paragraph 3.03 above, in the period
     between the first anniversary of the Effective Date and the date on
     which such new space is made available to USC.

8.   INDEMNIFICATION  OF  ENVIRONMENTAL CLAIMS
     Zonca shall indemnify, defend and hold USC harmless from and against
     any and all claims raised by third parties, including, but not
     limited to,  public agencies and administrative authorities, as well
     as any costs or liabilities incurred by USC, howsoever deriving from
     or relating to (i) non-conformity of the Building Unit or of the
     activities carried out therein prior to the Effective Date under
     environmental regulations and (ii) any obligations to make
     restoration works in the Building Unit or in the surrounding land
     under the applicable provisions of law or further to

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     an order issued by any competent authority, provided, however, that
     such claims, costs or liabilities stem from activities which were
     carried out in the Building Unit prior to the Effective Date or which
     are imputable to Zonca or other lessees.

9.   RIGHT OF PASSAGE
     Considering that the Building Unit has not an independent access from
     Via Lomellina, Zonca, for the entire duration of this Agreement,
     warrants that USC and any other subject who for whatsoever reason
     will visit the Building Unit, will be authorized to use, at no
     additional cost or expense, the passage through the land pertaining
     to the other building unit next to the Building Unit as better
     identified in yellow in the map attached hereto as Exhibit "A" (the
     "Passage"), provided that, however, no vehicles belonging to USC or
     to any other subject who will visit the Building Unit are authorized
     to park in such Passage, save for temporary maneuver reasons of the
     above vehicles. However the parties hereby agree that the access to
     the Passage through the gate identified with number "2" in the map
     attached hereto as Exhibit "A" shall be permitted exclusively from
     7.45 to 19.00 each day, excluding Saturday, Sunday and other public
     holidays. Furthermore the parties agree that the access to the
     Passage through this gate shall be regulated by a custodian employed
     by Zonca who will open the gate upon demand of USC and/or of any
     other subject who will visit the Building Unit. Finally, the accesso
     to the Passage through the gate identified with number "1" in the map
     attached hereto as Exhibit "A" shall be permitted to USC and any
     other subject who who will visit the Building Unit without any
     limitation  whatsoever.


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10.  GUARANTEE-DEPOSIT
     As security for any damages caused to the Building Unit  during the
     term of this Agreement for which USC will be liable towards Zonca,
     USC undertakes to deliver to Zonca on or before 31 December 1996 a
     bank guarantee payable upon demand for an amount equal to three
     twelfth of  the annual rent payable hereunder, as due from time to
     time, and, therefore, initially for the sum of ITL 95,000,000
     (ninety-five million Italian Lire). USC agrees to procure that this
     bank guarantee be adjusted by the issuer on the basis of the rent
     payable from time to time by increasing the guaranteed amount
     accordingly. The Lessor shall authorize the release of the above bank
     guarantee within ten (10) days of the termination or expiration of
     this Agreement and, for this purpose, the Lessor shall make all
     necessary inspections to determine whether any damages were caused by
     USC to the Building Unit within the above period of time. Such
     guarantee shall have a one year duration and shall be automatically
     renewed year by year for the entire duration of the lease. In the
     event in which, for any reason whatsoever, such guarantee is revoked
     or not renewed by the granting bank, USC undertakes to promptly
     replace such guarantee with another guarantee of the same amount or,
     at its sole discretion, to set up a deposit equal to three twelfths
     of the rent in favor of Zonca.

11.  GUARANTEE IN FAVOR OF ZONCA
     As security for due performance by USC of its obligation to timely
     pay all rents due, USC (i) delivers to Zonca  a letter of patronage
     issued by US Can Corporation confirming that USC is a company
     controlled by US Can Corporation and containing US Can Corporation's
     undertaking to procure that USC at all times owns such financial
     means as will be

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     necessary and sufficient to perform USC's obligation to pay the rents
     agreed hereunder and (ii) undertakes to deliver on or before 31
     December 1996 a bank guarantee for an amount equal to the annual rent
     as payable from time to time and, therefore, initially for an amount
     of ITL 380,000,000 (three hundred eighty million Italian Lire). USC
     agrees to procure that this bank guarantee be adjusted by the issuer
     on the basis of the rent payable from time to time by increasing the
     guaranteed amount accordingly. The purpose of this bank guarantee is
     solely that of securing  that the rent agreed in article 3 above will
     be fully paid by USC to Zonca at the due dates. This bank guarantee
     shall remain in force for one year after the Effective Date and shall
     be automatically renewed for successive terms of one year each until
     the Expiration Date, unless either party revokes it by giving to the
     other  a written notice thereof at least 30 days prior to the
     forthcoming expiration date. It is in any event agreed that  all
     costs and expenses for the issue of the above guarantee shall be
     fully borne by Zonca which, accordingly, shall promptly reimburse USC
     for all expenses advanced by USC to the Bank. Similarly, such
     guarantee shall also be delivered by USC to Zonca in the event that
     this Agreement is renewed in accordance with the provisions of
     paragraph 2.02 above.

12.  RIGHT OF FIRST REFUSAL
     Zonca grants USC hereunder a first refusal right for the lease of an
     industrial building owned by Zonca as better identified in violet
     color in the map which is attached hereto as Exhibit "B". This right
     shall be exercised by USC, under penalty of forfeiture, within 30
     (thirty) days of receipt of a notice from Zonca informing of Zonca's
     intention to lease such other building; the said notice shall also
     contain detailed

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     information on the essential terms of the proposed lease agreement,
     including the rent payable thereunder, the term thereof and any other
     details as may be useful for USC to decide whether or not to exercise
     the first refusal right granted to USC hereunder.

13.  COMPANY SPLIT-UP
     The parties hereby reciprocally acknowledge that, considering that
     Zonca intends to split-up its corporate organization pursuant to art.
     2504-septies of the Civil Code, after which the Building Unit leased
     hereunder will be included in the assets of either of the new legal
     persons which will result thereof, this Agreement shall be assigned
     to either of such new legal persons and, thereafter, will be binding
     on and will inure to the benefit of such new legal person, provided,
     however, that the other legal person which will result of such split
     up operation shall nevertheless be jointly and severally liable for
     any and all obligations of the Lessor hereunder.

14.  OUTDOOR SIGNS
     The Lessor hereby authorizes the Lessee to install any signs,
     including electric signs, outside or on the Building Unit.

15.  REGISTRATION TAX
     This Agreement is subject to VAT and, accordingly, pursuant to
     article 40 of Presidential Decree No.  131 of 26 April 1986, the
     registration tax is due at fixed rate.
     The tax payable for the registration of this agreement, as well as
     any expenses associated with any future renewal thereof, shall be
     borne by the Lessee and the Lessor in equal shares.

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16.  NOTICES
     Any notice relating to this Agreement shall be given by  fax or
     registered letter, return receipt requested, to the addresses of the
     parties as respectively set out below, or to such other address as
     either party may notify to the other in writing with at least 15 days
     notice, and shall be deemed as received at the moment of  the
     transmission, if sent by fax, or at the moment of the receipt, if
     sent by registered letter:

     If to USC:
     Via Lomellina 145
     Voghera (PV)
     Fax n.:__________
     att.: Plant Manager

     with copy to:
     United States Can Company
     900 Commerce Drive,
     Oak Brook, IL, 60521
     Fax n.: 001 630 573 0715
     att.: Legal Department

     and copy to:
     Studio Legale Fondato da Francesco Carnelutti
     Corso Matteotti 10
     20121 Milano
     att.: Nicola Asti

     If to Zonca:

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     via Lomellina 145    
     Voghera (PV)         
     Fax n.: __________
     att.: Luigi Zonca    

17.  GOVERNING LAW - ARBITRATION CLAUSE
     This Agreement shall be governed and construed in accordance with the
     laws of Italy. Any disputes between the parties relating to this
     Agreement shall be finally determined by a board of three
     arbitrators. The Board of Arbitrators shall be formed upon request of
     either party: the requesting party shall notify the other party of
     its request for arbitration by registered letter, return receipt
     requested, and shall appoint therein its arbitrator and request the
     other party to appoint its own arbitrator within 20 (twenty) days.
     In the event that the other party fails to do so, the requesting
     party may request the Presiding Judge of the Tribunal of Milan to
     appoint the arbitration for the  defaulting party.
     The arbitrators so appointed shall by mutual agreement appoint the
     third arbitrator, who shall act as Chairman of the Board, within 15
     (fifteen) days from their designation.
     In the event that no agreement is reached by the two arbitrators
     designated by the parties on the third arbitrator to be appointed,
     the said arbitrator will be appointed, upon request of the more
     diligent party, by the Presiding Judge of the Court of Milan, who,
     similarly, shall also designate, if necessary, an arbitrator in
     replacement of any arbitrator previously appointed.



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The Arbitrators shall sit in Milan and shall decide according to the    law.
Their award shall be delivered within 90 (ninety) days (unless an extension of
this  period is authorized by the parties or their attorneys). Any matter which
is not expressly covered herein shall be governed by articles 806 and following
of the Code of Civil Procedure.

ZONCA S.P.A.                                    U.S.C. EUROPE ITALIA S.R.L.


/s/ Luigi Zonca                                 /s/ Nicola Asti
---------------                                 ---------------


        In my capacity as an officer of the registrant, I hereby represent, to
the best of my knowledge and belief, that the foregoing is a fair and
acccurate English translation of the registrant's Voghera, Italy lease


                                                /s/ Peter J. Andres
                                                -------------------
                                                Peter J. Andres 
                                                Vice President & Treasurer