NYDOCS02/473857 4

          SHARE PURCHASE AGREEMENT, dated as of July 27, 1999
between RHI HOLDINGS, INC., a Deleware corporation ("RHI"),
JEFFREY J STEINER (together with RHI, the "Sellers"), and
AMERICAN NATIONAL CAN GROUP, INC., a Delaware corporation (the
"Buyer").

                           WITNESSETH:

          WHEREAS, RHI owns 53,055,000 shares of Nacanco
Paketleme Sanayi ve Ticaret A.S. ("Nacanco") and Jeffrey J
Steiner owns 5,220,000 shares of Nacanco (together with the
shares held by RHI, the "Sale Shares") and each Seller has the
right to sell or procure the sale of its Sale Shares free from
all liens, charges and encumbrances.

          WHEREAS, the Sellers have agreed with the Buyer to sell
to the Buyer or to its nominees the Sale Shares on the terms and
subject to the conditions of this Agreement.

          NOW THEREFORE, in consideration of the premises and the
mutual agreements and covenants hereinafter set forth, the
Sellers and the Buyer hereby agree as follows:


1.   SALE AND PURCHASE OF SALE SHARES

     Upon the terms and subject to the conditions of this
     Agreement, as at the Closing Date (as defined below), the
     Sellers shall sell or procure the sale of the Sale Shares
     and the Buyer or its nominees shall purchase for the
     Purchase Price (as defined below) all of the Sale Shares
     free from all liens, charges and encumbrances
     ("Encumbrances") and with all rights attached thereto.

2.   PURCHASE PRICE

     The aggregate purchase price for the Sale Shares shall be
     $53,000,000 (the "Purchase Price") allocated between the
     Sellers in proportion to the number of Sale Shares held by
     each Seller (as set forth under each Seller's name on the
     signature page hereof), and payable in the manner provided
     by Clause 4.2.2 below.

3.   FURTHER OBLIGATIONS

     As soon as practicable, and in any event within five days
     hereof, the Sellers will:

3.1  file with the Tuzla Court of First Instance a Stipulation of
     Withdrawal in form reasonably satisfactory to the Buyer,
     duly executed by counsel to Jeffrey J Steiner, agreeing to
     withdraw the legal action referenced therein;

3.2  file with the International Chamber of Commerce a letter in
     form reasonably satisfactory to the Buyer, signed by counsel
     to RHI and Jeffrey J Steiner, seeking to withdraw the
     arbitration proceedings referenced therein;

3.3  file with the Supreme Court of the State of New York a
     Stipulation of Discontinuance in form reasonably
     satisfactory to the Buyer, duly executed by counsel to RHI
     and Jeffrey J Steiner, agreeing to withdraw the legal action
     referenced therein;

3.4  deliver to the Buyer or relevant third party such documents
     as may be necessary to terminate any other legal actions
     pending or instigated against the Buyer or any of its
     affiliates by the Sellers in connection with Nacanco; and

3.5  deliver to the Buyer a resolution of the board of directors
     of Nacanco, in form reasonably satisfactory to the Buyer,
     duly signed by Jeffrey J Steiner and Eric Steiner, approving
     the transfer by Pechiney of its 108,220,158 shares of
     Nacanco to the Buyer.

4.   CLOSING

     The Closing of the sale and purchase of the Sale Shares
     contemplated by this Agreement shall take place at 10.00
     a.m. on July 28, 1999 (or at such later date as may be
     agreed between the Sellers and the Buyer) (the "Closing
     Date") at the offices of Shearman & Sterling, 599 Lexington
     Avenue, New York, New York.

     When:

4.1  the Sellers will each deliver to the Buyer:

     4.1.1     a document effecting transfer of title in the Sale
          Shares it holds, duly executed by the Seller in favor
          of the Buyer (or as it in writing directs) and such
          letters of direction, waivers, consents or other
          documents as may be required to give good legal and
          beneficial title to the Sale Shares and to enable the
          Buyer or its nominees to become registered holders
          thereof free and clear of all Encumbrances, together
          with, if relevant, any share certificate(s) duly
          endorsed in favor of the Buyer or its nominees; and

     4.1.2     a Release in the form set out in Exhibit A hereto
          (the "Release"), duly executed by each of the Sellers,
          releasing and discharging Pechiney and the Buyer, among
          others, from all claims and demands.

4.2  the Buyer shall:

     4.2.1     deliver to the Sellers the Release, duly executed
          by Pechiney and the Buyer, releasing and discharging
          the Sellers, among others, from all claims and demands;
          and

     4.2.2     effect payment to the Sellers of the Purchase
          Price by wire transfer in immediately available funds
          to accounts of the Sellers previously designated for
          the purpose, in the allocation set out in Clause 2
          above.

5.   RENUNCIATION

     The Sellers agree to renounce any intention to use in any
     way the order of the President of the Court of Grand
     Instance issued in Paris, France on July 26, 1999 against
     Pechiney (the "Order"), or to obtain any benefit from the
     Order.  If requested by Pechiney or the Buyer, the Sellers
     further agree to cooperate with Pechiney to obtain the
     withdrawal of the Order, including signature of such forms
     as may be reasonably necessary to obtain that result.

6.   REPRESENTATIONS AND WARRANTIES

6.1  Each Seller hereby represents and warrants to the Buyer as
     follows:

     6.1.1     it owns of record and beneficially, and has good
          and marketable title to, free and clear of all
          Encumbrances, the Sale Shares stated to be owned by it
          in the recitals hereto, which Sale Shares constitute
          all of its interests in the shares or capital of
          Nacanco, and upon consummation of the transactions
          contemplated by this Agreement, the Buyer will acquire
          valid title to the Sale Shares, free and clear of all
          Encumbrances;

     6.1.2     the execution, delivery and performance of this
          Agreement by the Seller do not and will not result in
          any material breach of, constitute a default (or event
          which with the giving of notice or lapse of time, or
          both, would become a default) under, or give to others
          any rights of termination, amendment, acceleration or
          cancellation of, or result in the creation of any
          Encumbrance on any of the Sale Shares owned by the
          Seller pursuant to, any note, bond, mortgage or
          indenture, contract, agreement, lease or sublease to
          which the Seller is a party or by which any of the Sale
          Shares owned by the Seller is bound or affected; and

     6.1.3     it has all necessary power and authority to enter
          into this Agreement, to carry out its obligations
          hereunder and to consummate the transactions
          contemplated hereby, and this Agreement has been duly
          executed and delivered by it and (assuming due
          authorization, execution and delivery by the other
          parties hereto) constitutes a legal, valid and binding
          obligation of the Seller enforceable against it or him
          in accordance with its terms.

6.2  The Buyer hereby represents and warrants to the Seller that
     it has all necessary corporate power and authority to enter
     into this Agreement, to carry out its obligations hereunder
     and to consummate the transactions contemplated hereby, and
     that the Agreement has been duly executed and delivered by
     it and (assuming due authorization, execution and delivery
     by the Sellers) constitutes a legal, valid and binding
     obligation of the Buyer enforceable against it in accordance
     with its terms.

7.   CONSULTANCY ARRANGEMENTS

     For a period of three years from the Closing (the
     "Consulting Term"), the Buyer hereby agrees to engage the
     Sellers to perform consulting services with respect to the
     business and operations of Nacanco in accordance with the
     reasonable requests of the Buyer, and in the performance of
     such services the Sellers agree to use reasonable efforts to
     promote the business and interests of Nacanco.  As
     compensation for the consulting services to be performed by
     the Sellers, the Buyer shall pay the Sellers a quarterly fee
     of $400,000, payable on the last day of each of the twelve
     quarters during the Consulting Term, commencing on September
     30, 1999, by wire transfer to an account previously
     designated in writing by the Sellers (for a total payment of
     $4,800,000).

8.   FURTHER ACTION

     The parties hereto will after as well as before and upon the
     Closing Date do all acts and things and sign and execute all
     documents and deeds reasonably required for the purposes of
     implementing the terms hereof.

9.   AMENDMENT

     This Agreement may not be amended or modified except by an
     instrument in writing signed by each of the Sellers and the
     Buyer.

10.  SPECIFIC PERFORMANCE

     The parties hereto agree that irreparable damage would occur
     in the event any provision of this Agreement was not
     performed in accordance with the terms hereof and that the
     parties shall be entitled to specific performance of the
     terms hereof.

11.  GOVERNING LAW

     This Agreement shall be governed by the laws of the State of
     New York.  All actions and proceedings arising out of or
     relating to this Agreement shall be heard and determined in
     any New York state or federal court sitting in The City of
     New York, and the parties hereto hereby consent to the
     exclusive jurisdiction of such courts in any such action or
     proceeding.
12.  COUNTERPARTS

     This Agreement may be executed in one or more counterparts,
     and by the different parties hereto in separate
     counterparts, each of which when executed shall be deemed to
     be an original but all of which taken together shall
     constitute one and the same agreement.

13.  PUBLICITY

     Each party agrees not to issue any press releases or
     otherwise publicly disclose the matters covered by this
     Agreement and the Releases without the prior consent of the
     other parties, which consent shall not be unreasonably
     withheld; provided, however, that nothing in this Clause 13
     shall restrict the disclosure of this Agreement or the
     transactions contemplated thereby required in the
     Registration Statement on Form S-1 to be filed with the
     Securities and Exchange Commission (the "Commission") by the
     Buyer in connection with its initial public offering, or in
     subsequent filings with the Commission if so required.

14.  WAIVER OF JURY TRIAL

     EACH OF THE SELLERS AND THE BUYER HEREBY EXPRESSLY
     IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
     PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
     OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT
     OR THE ACTIONS OF THE SELLERS OR THE BUYER IN THE
     NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
     THEREOF.


          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, as of the day and year first above
written, by, in the case of RHI and the Buyer, their respectively
authorized signatories thereunto duly authorized.



                              RHI HOLDINGS, INC.

                              By:
                                      Name:  Donald E. Miller
                                      Title:  Vice President
                                       Proportion of Sale Shares:
91 %



                              JEFFREY J STEINER


                              Proportion of Sale Shares: 9 %




                              AMERICAN NATIONAL CAN GROUP, INC.

                              By:
                                      Name:  Edward A. Lapekas
                                            Title:      President
                            EXHIBIT A
                             RELEASE