EXHIBIT 10
 
   AMENDED EMPLOYMENT AGREEMENT made as of the 21st day of May, 1997 by and
between Donald J. Bainton (hereafter referred to as "EMPLOYEE") and Continental
Can Company, Inc. (hereafter referred to as "EMPLOYER") amending the agreement
dated July 23, 1989.

   The parties hereto mutually agree as follows:

   FIRST: EMPLOYEE shall be employed as Chairman and Chief Executive Officer of
EMPLOYER.

   SECOND:  EMPLOYEE shall be paid a salary to be determined by the Personnel
Committee of EMPLOYER'S Board of Directors, but not less than $420,000 per
annum.

   THIRD:  The expiration date of the non-qualified stock option to purchase
40,000 shares of the EMPLOYER'S Common Stock awarded in 1983 shall be November
15, 1998.

   FOURTH:  All shares of stock previously issued to EMPLOYEE in lieu of cash
compensation (except those shares which had previously been released from
forfeiture) shall remain subject to forfeiture until May 17, 2006, or such
earlier date as the Personnel Committee of EMPLOYER'S Board of Directors shall,
in the future, determine.

   FIFTH:  In the event that any person or associated group of persons acquires
or obtains the right to acquire beneficial ownership of shares of stock of
EMPLOYER that have 25% or more of the voting power of the outstanding shares of
stock of EMPLOYER (hereafter referred to as a CHANGE IN CONTROL), EMPLOYEE shall
have the option to deem his employment terminated.

   SIXTH:  EMPLOYEE may exercise the option set forth in Paragraph FIFTH by
giving written notice to EMPLOYER within five years after the public
announcement of a CHANGE IN CONTROL.

   SEVENTH:  Within one month after a termination of EMPLOYEE'S employment
following a CHANGE IN CONTROL, whether or not the result of the exercise of an
option pursuant to Paragraph SIXTH, EMPLOYEE shall receive from EMPLOYER a lump
sum equal to three times EMPLOYEE'S average annual total compensation during the
five years preceding the termination.

   EIGHTH:  EMPLOYEE shall continue to receive the same medical and life
insurance coverage EMPLOYEE received from EMPLOYER under the plans maintained by
EMPLOYER for all employees as in effect at the time of a termination of
EMPLOYEE'S employment following a CHANGE IN CONTROL, whether or not the result
of EMPLOYEE'S exercise of an option pursuant to Paragraph SIXTH until his death.
During the period she receives a payment pursuant to Paragraph TENTH EMPLOYEE'S
surviving spouse, if any, shall receive medical insurance coverage under the
plan maintained by EMPLOYER.

   NINTH:  In the event of EMPLOYEE'S death prior to the termination of this
Agreement, provided EMPLOYEE is then employed by EMPLOYER, EMPLOYEE'S surviving
spouse, if any, shall be paid during her life, an annual amount equal to one-
half of EMPLOYEE'S annual salary at the time of his death.

   TENTH:  This Agreement will terminate on May 17, 2006.

   ELEVENTH:  Any disputes arising under this Agreement shall be resolved by
arbitration in the City of Stamford, State of Connecticut, under the laws of the
State of Connecticut, pursuant to the rules of the American Arbitration
Association.

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   IN WITNESS WHEREOF, the parties hereto have signed this Agreement.



       /s/ Donald J. Bainton             CONTINENTAL CAN COMPANY, INC.
  ----------------------------------      
           Donald J. Bainton


                                         By: /s/ Abdo Yazgi
                                             -----------------------------------
                                            Abdo Yazgi, Executive Vice President

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