COLLATERAL ACCESS AND INTERCREDITOR AGREEMENT



         THIS COLLATERAL ACCESS AND INTERCREDITOR AGREEMENT ("Agreement"), dated

as of February 7, 2003, is by and between CONGRESS FINANCIAL CORPORATION

(CENTRAL), an Illinois corporation, in its capacity as collateral agent (in such

capacity, "Collateral Agent" as hereinafter further defined) pursuant to the

Revolving Loan Agreement (as hereinafter defined), acting for and on behalf of

the financial institutions from time to time party to the Revolving Loan

Agreement (the "Revolving Loan Lenders" as hereinafter further defined), and THE

BANK OF NEW YORK, a New York banking corporation, in its capacity as trustee and

collateral agent (in such capacity, "Note Trustee" as hereinafter further

defined") pursuant to the Note Indenture (as hereinafter defined), acting for

and on behalf of the holders (the "Noteholders" as hereinafter further defined)

of the Senior Secured Notes (as hereinafter defined). The Note Trustee and the

Noteholders are collectively, the "Note Creditors", and the Collateral Agent and

Revolving Loan Lenders are collectively, the "Revolving Loan Creditors."



                              W I T N E S S E T H:



         WHEREAS, Anchor Glass Container Corporation, a Delaware corporation

("Debtor" as hereinafter further defined), Collateral Agent and Revolving Loan

Lenders have entered enter into financing arrangements pursuant to which

Revolving Loan Lenders (or Collateral Agent on behalf of Revolving Loan Lenders)

may make loans and advances and provide other financial accommodations to Debtor

as set forth in the Loan and Security Agreement, dated as of August 30, 2002, by

and among Debtor, Collateral Agent, Bank of America, N.A., as documentation

agent, General Electric Capital Corporation, as lead bookrunner and syndication

agent, and Revolving Loan Lenders, as amended by Amendment No. 1 to Loan and

Security Agreement, dated as of December 31, 2002, and Amendment No. 2 to Loan

and Security Agreement, dated as of the date hereof (the "Revolving Loan

Agreement" as hereinafter further defined); and



         WHEREAS, Debtor has issued or is about to issue the 11% Senior Secured

Notes due 2013 in the original principal amount of $300,000,000 in the aggregate

(collectively, the "Senior Secured Notes" as hereinafter further defined)

pursuant to the Indenture, dated of even date herewith, by and between Debtor,

as issuer, and Note Trustee, as trustee (the "Note Indenture" as hereinafter

further defined);



         WHEREAS, Collateral Agent and Note Trustee desire to enter into this

Agreement (i) to acknowledge the security interests of each other in the assets

and properties of Debtor, (ii)



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to confirm, subject to the terms hereof, the right of Collateral Agent to use

the real property and equipment of Debtor in connection with the exercise of

Collateral Agent's rights and remedies with respect to the Revolving Creditor

Collateral, and (iii) to agree upon related matters;



         NOW THEREFORE, in consideration of the mutual benefits accruing to

Collateral Agent and the other Revolving Loan Creditors and Note Trustee and the

other Note Creditors hereunder and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties hereto do

hereby agree as follows:



         1. DEFINITIONS



         As used above and in this Agreement, the following terms shall have the

meanings ascribed to them below:



         1.1. "Agent Creditors" shall mean, collectively, Collateral Agent and

Note Trustee and their respective successors and assigns; sometimes being

referred to herein individually as an "Agent Creditor".



         1.2 "Collateral" shall mean all of the property and interests in

property, real or personal, tangible or intangible, now owned or hereafter

acquired by Debtor in or upon which any Creditor at any time has a Lien, and

including, without limitation, all proceeds of such property and interests in

property.



         1.3 "Collateral Agent" shall mean Congress Financial Corporation

(Central), an Illinois corporation, in its capacity as administrative agent and

collateral agent under the Revolving Loan Agreement, acting for and on behalf of

Revolving Loan Lenders pursuant to the terms thereof, and its successors and

assigns (including any replacement or successor agent or additional agent acting

for and on behalf of the Revolving Loan Lenders in such capacity).



         1.4 "Creditors" shall mean, collectively, Collateral Agent, Revolving

Loan Lenders, Note Trustee, Noteholders and their respective successors and

assigns; sometimes being referred to herein individually as a "Creditor".



         1.5 "Debtor" shall mean, collectively (a) Anchor Glass Container

Corporation, a Delaware corporation, and (b) any subsidiary of Debtor that

becomes a guarantor of either or both the Noteholder Debt and the Revolving Loan

Debt and their respective successors and assigns, including, without limitation,

a receiver, trustee or debtor-in-possession on behalf of such person or on

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