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                                                                    Exhibit 10.5

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is
entered into as of the 1st day of October, 2002, by and between Rayovac
Corporation, a Wisconsin corporation (the "Company"), and Merrell M. Tomlin (the
"Executive").

          WHEREAS, the Company and the Executive wish to amend and restate the
provisions of the Executive's Employment Agreement dated October 1, 2000, as the
Company desires to employ the Executive upon the terms and conditions set forth
herein; and

          WHEREAS, the Executive is willing and able to accept such employment
on such terms and conditions.

          NOW, THEREFORE, in consideration of the premises and mutual agreements
     contained herein, and for other good and valuable consideration, the
     receipt and sufficiency of which are hereby acknowledged, the Company and
     the Executive hereby agree as follows:

1.   EMPLOYMENT DUTIES AND ACCEPTANCE. The Company hereby employs the Executive,
     and the Executive agrees to serve and accept employment with the Company as
     Executive Vice President - Global Sales. During the Term (as defined
     below), the Executive shall devote all of his working time to such
     employment and appointment, shall devote his best efforts to advance the
     interests of the Company and shall not engage in any other business
     activities, as an employee, director, consultant or in any other capacity,
     whether or not he receives any compensation therefor, without the prior
     written consent of the Board.

2.   TERM OF EMPLOYMENT. Subject to Section 4 hereof, the Executive's employment
     and appointment hereunder shall be for a term commencing on the date hereof
     and expiring on September 30, 2005 (the "Term"). Upon expiration of the
     Term, this Agreement shall automatically extend for successive periods of
     one (1) year, unless the Executive or the Company shall give notice to the
     other at least ninety (90) days prior to the end of the Term (or any annual
     extension thereof) indicating that it does not intend to renew the
     Agreement.

3.   COMPENSATION. In consideration of the performance by the Executive of his
     duties hereunder, the Company shall pay or provide to the Executive the
     following compensation which the Executive agrees to accept in full
     satisfaction for his services, it being understood that necessary
     withholding taxes, FICA contributions and the like shall be deducted from
     such compensation:

     (a)  BASE SALARY. The Executive shall receive a base salary equal to Three
          Hundred Twenty-Five Thousand Dollars ($325,000) per annum effective
          October 1, 2002 for the duration of the Term ("Base Salary"), which
          Base Salary shall be paid in equal semi-monthly

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          installments each year, to be paid semi-monthly in arrears. The Board
          will review from time to time the Base Salary payable to the Executive
          hereunder and may, in its discretion, increase the Executive's Base
          Salary. Any such increased Base Salary shall be and become the "Base
          Salary" for purposes of this Agreement.

     (b)  BONUS. The Executive shall receive a bonus for each fiscal year ending
          during the Term, payable annually in arrears, which shall be based on
          sixty percent (60%) of Base Salary, provided the Company achieves
          certain annual performance goals established by the Board from time to
          time (the "Bonus"). The Board may, in its discretion, increase the
          annual Bonus. Any such increased annual Bonus shall be and become the
          "Bonus" for such fiscal year for purposes of this Agreement.

     (c)  INSURANCE COVERAGES AND PENSION PLANS. The Executive shall be entitled
          to such insurance, pension and all other benefits as are generally
          made available by the Company to its executive officers from time to
          time.

     (d)  EXISTING STOCK OPTIONS AND RESTRICTED STOCK AWARDS. All stock options
          and restricted stock awards previously granted to the Executive shall
          remain in full force and effect in accordance with their terms. If the
          Company implements a new stock option program in the future, the
          Executive may participate to the extent authorized by the Board.

     (e)  NEW STOCK OPTIONS. The Company shall Grant to Executive 50,000 new
          Stock Options ("New Options") under The 1997 Rayovac Incentive Plan
          ("1997 Plan"). The grant date of such New Options shall be the
          Effective Date and such New Options shall have an exercise price equal
          to the opening price on the New York Stock Exchange as of such date.
          Fifty Percent (50%) of New Options shall be Time-Vesting Options and
          Fifty Percent (50%) shall be Performance-Vesting Options. Time-Vesting
          Options shall vest 1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3
          October 1, 2005. Subject to the Company meeting performance goals
          established by the Board, the Performance-Vesting Options shall vest
          1/3 October 1, 2003, 1/3 October 1, 2004 and 1/3 October 1, 2005. The
          terms and conditions of such New Options shall be substantially
          similar to the terms and conditions of previous option grants.

     (f)  NEW RESTRICTED STOCK AWARD. The Company also grants the Executive
          additional restricted shares of the Company's common stock as follows.
          On October 1, 2002, Executive shall be awarded that number of shares
          of the Company's common stock equal in value to $346,667 provided,
          however, that such award of stock shall include a restriction
          prohibiting the sale, transfer, pledge, assignment or other
          encumbrance prior to the earlier of October 1, 2005 or a change in
          control of the Company (as defined in the 1997 Plan) ("Change in
          Control"), and, provided further, that such restricted stock shall be
          forfeited to the Company in the event the Executive's employment with
          the Company terminates prior to the earlier of

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          October 1, 2005 or a Change in Control for any reason other than (i)
          termination by the Company without cause, or (ii) termination due to
          death or disability. The terms and conditions of such new restricted
          stock awards shall be substantially similar to the terms and
          conditions of previous restricted stock award grants.

     (g)  VACATION. The Executive shall be entitled to four (4) weeks vacation
          each year.

     (h)  OTHER EXPENSES. The Executive shall be entitled to reimbursement of
          all reasonable and documented expenses actually incurred or paid by
          the Executive in the performance of the Executive's duties under this
          Agreement, upon presentation of expense statements, vouchers or other
          supporting information in accordance with Company policy. All expense
          reimbursements and other perquisites of the Executive are reviewable
          periodically by the Compensation Committee of the Board, if there be
          one, or the Board.

     (i)  VEHICLE. Pursuant to the Company's policy for use of vehicles by
          executives, Executive shall be provided the use of a leased vehicle.
          Unless the Executive's employment is terminated by the Company for
          Cause or by the Executive pursuant to Section 5(d), Executive shall be
          permitted to drive his Company vehicle for the duration of the
          12-month period following termination; at the end of such 12-month
          period, Executive will be permitted to purchase his Company vehicle at
          book value as of such date.

     (j)  D&O INSURANCE. The Executive shall be entitled to indemnification from
          the Company to the maximum extent provided by law, but not for any
          action, suit, arbitration or other proceeding (or portion thereof)
          initiated by the Executive, unless authorized or ratified by the
          Board. Such indemnification shall be covered by the terms of the
          Company's policy of insurance for directors and officers in effect
          from time to time (the "D&O Insurance"). Copies of the Company's
          charter, by-laws and D&O Insurance will be made available to the
          Executive upon request.

     (k)  LEGAL FEES. The Company shall pay the Executive's actual and
          reasonable legal fees incurred in connection with the preparation of
          this Agreement.

4.   TERMINATION.

     (a)  TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have the
          right at any time to terminate the Executive's employment hereunder
          without prior notice upon the occurrence of any of the following (any
          such termination being referred to as a termination for "Cause"):

          (i)   the commission by the Executive of any deliberate and
                premeditated act taken by the Executive in bad faith against the
                interests of the Company;

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          (ii)  the Executive has been convicted of, or pleads NOLO CONTENDERE
                with respect to, any felony, or of any lesser crime or offense
                having as its predicate element fraud, dishonesty or
                misappropriation of the property of the Company;

          (iii) the habitual drug addiction or intoxication of the Executive
                which negatively impacts his job performance or the Executive's
                failure of a Company-required drug test;

          (iv)  the willful failure or refusal of the Executive to perform his
                duties as set forth herein or the willful failure or refusal to
                follow the direction of the CEO or the Board, provided such
                failure or refusal continues after thirty (30) days of the
                receipt of notice in writing from the CEO or the Board of such
                failure or refusal, which notice refers to this Section 4(a) and
                indicates the Company's intention to terminate the Executive's
                employment hereunder if such failure or refusal is not remedied
                within such thirty (30) day period; or

          (v)   the Executive breaches any of the terms of this Agreement or any
                other agreement between the Executive and the Company which
                breach is not cured within thirty (30) days subsequent to notice
                from the Company to the Executive of such breach, which notice
                refers to this Section 4(a) and indicates the Company's
                intention to terminate the Executive's employment hereunder if
                such breach is not cured within such thirty (30) day period.

          If the definition of termination for "Cause" set forth above conflicts
          with such definition in the Executive's time-based or performance-
          based stock option agreements (collectively, the "Stock Option
          Agreements") or any agreements referred to therein, the definition set
          forth herein shall control.

     (b)  TERMINATION BY COMPANY FOR DEATH OR DISABILITY. The Company shall have
          the right at any time to terminate the Executive's employment
          hereunder upon thirty (30) days prior written notice upon the
          Executive's inability to perform his duties hereunder by reason of any
          mental, physical or other disability for a period of at least six (6)
          consecutive months (for purposes hereof, "disability" has the same
          meaning as in the Company's disability policy), if within 30 days
          after such notice of termination is given, the Executive shall not
          have returned to the full-time performance of his duties. The
          Company's obligations hereunder shall, subject to the provisions of
          Section 5(b), also terminate upon the death of the Executive.

     (c)  TERMINATION BY COMPANY WITHOUT CAUSE. The Company shall have the right
          at any time to terminate the Executive's employment for any other
          reason without Cause upon sixty (60) days prior written notice to the
          Executive.

     (d)  VOLUNTARY TERMINATION BY EXECUTIVE. The Executive shall be entitled to
          terminate his employment and appointment hereunder upon sixty

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          (60) days prior written notice to the Company. Any such termination
          shall be treated as a termination by the Company for "Cause" under
          Section 5.

     (e)  NOTICE OF TERMINATION. Any termination by the Company for Cause shall
          be communicated by Notice of Termination to the other party hereto
          given in accordance with Section 8. For purposes of this Agreement, a
          "Notice of Termination" means a written notice given prior to the
          termination which (i) indicates the specific termination provision in
          this Agreement relied upon, (ii) sets forth in reasonable detail the
          facts and circumstances claimed to provide a basis for termination of
          the Executive's employment under the provision so indicated and (iii)
          if the termination date is other than the date of receipt of such
          notice, specifies the termination date of this Agreement (which date
          shall be not more than fifteen (15) days after the giving of such
          notice). The failure by the Company to set forth in the Notice of
          Termination any fact or circumstance which contributes to a showing of
          Cause shall not waive any right of the Company hereunder or preclude
          the Company from asserting such fact or circumstance in enforcing its
          rights hereunder.

5.   EFFECT OF TERMINATION OF EMPLOYMENT.

     (a)  WITH CAUSE. If the Executive's employment is terminated with Cause,
          the Executive's salary and other benefits specified in Section 3 shall
          cease at the time of such termination, and the Executive shall not be
          entitled to any compensation specified in Section 3 which was not
          required to be paid prior to such termination; provided, however, that
          the Executive shall be entitled to continue to participate in the
          Company's medical benefit plans to the extent required by law.

     (b)  WITHOUT CAUSE, DEATH OR DISABILITY. If the Executive's employment is
          terminated by the Company without Cause or by reason of death or
          disability, then the Company shall pay the Executive the amounts and
          provide the Executive the benefits as follows:

          (i)   The Company shall pay to the Executive as severance, an amount
                in cash equal to double the sum of (i) the Executive's Base
                Salary, and (ii) the annual Bonus (if any) earned by the
                Executive pursuant to any annual bonus or incentive plan
                maintained by the Company in respect of the fiscal year ending
                immediately prior to the fiscal year in which the termination
                occurs, such cash amount to be paid to the Executive ratably
                monthly in arrears over the Non-Competition Period (as defined
                below).

          (ii)  For the greater of (i) the 24-month period immediately following
                such termination or (ii) the remainder of the Term, the Company
                shall arrange to provide the Executive and his dependents the
                additional benefits specified in Section 3(c). Benefits
                otherwise receivable by the Executive pursuant to this Section
                5(b)(ii) shall cease immediately upon the

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                discovery by the Company of the Executive's breach of the
                covenants contained in Section 6 or 7 hereof.

          (iii) The Executive's accrued vacation (determined in accordance with
                Company policy) at the time of termination shall be paid as soon
                as reasonably practicable.

          (iv)  Any payments provided for hereunder shall be paid net of any
                applicable withholding required under federal, state, or local
                law and any additional withholding to which the Executive has
                agreed.

          (v)   If the Executive's employment with the Company terminates during
                the Term, the Executive shall not be required to seek other
                employment or to attempt in any way to reduce any amounts
                payable to the Executive by the Company pursuant to this
                Section 5.

6.   AGREEMENT NOT TO COMPETE.

     (a)  The Executive agrees that during the Non-Competition Period (as
          defined below), he will not, directly or indirectly, in any capacity,
          either separately, jointly or in association with others, as an
          officer, director, consultant, agent, employee, owner, principal,
          partner or stockholder of any business, or in any other capacity,
          engage or have a financial interest in any business which is involved
          in the design, manufacturing, marketing or sale of batteries or
          battery operated lighting devices (excepting only the ownership of not
          more than 5% of the outstanding securities of any class listed on an
          exchange or the Nasdaq Stock Market). The "Non-Competition Period" is
          (a) the longer of the Executive's employment hereunder or time period
          which he serves as a director of the Company plus (b) a period of one
          (1) year thereafter.

     (b)  Without limiting the generality of clause (a) above, the Executive
          further agrees that during the Non-Competition Period, he will not,
          directly or indirectly, in any capacity, either separately, jointly or
          in association with others, solicit or otherwise contact any of the
          Company's customers or prospects, as shown by the Company's records,
          that were customers or prospects of the Company at any time during the
          Non-Competition Period if such solicitation or contact is for the
          general purpose of selling products that satisfy the same general
          needs as any products that the Company had available for sale to its
          customers or prospects during the Non-Competition Period.

     (c)  The Executive agrees that during the Non-Competition Period, he shall
          not, other than in connection with employment for the Company, solicit
          the employment or services of any employee of Company who is or was an
          employee of Company at any time during the Non-Competition Period.
          During the Non-Competition Period, the Executive shall not hire any
          employee of Company for any other business.

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     (d)  If a court determines that the foregoing restrictions are too broad or
          otherwise unreasonable under applicable law, including with respect to
          time or space, the court is hereby requested and authorized by the
          parties hereto to revise the foregoing restrictions to include the
          maximum restrictions allowed under the applicable law.

     (e)  For purposes of this Section 6 and Section 7, the "Company" refers to
          the Company and any incorporated or unincorporated affiliates of the
          Company.

7.   SECRET PROCESSES AND CONFIDENTIAL INFORMATION.

     (a)  The Executive agrees to hold in strict confidence and, except as the
          Company may authorize or direct, not disclose to any person or use
          (except in the performance of his services hereunder) any confidential
          information or materials received by the Executive from the Company
          and any confidential information or materials of other parties
          received by the Executive in connection with the performance of his
          duties hereunder. For purposes of this Section 7(a), confidential
          information or materials shall include existing and potential customer
          information, existing and potential supplier information, product
          information, design and construction information, pricing and
          profitability information, financial information, sales and marketing
          strategies and techniques and business ideas or practices. The
          restriction on the Executive's use or disclosure of the confidential
          information or materials shall remain in force until such information
          is of general knowledge in the industry through no fault of the
          Executive or any agent of the Executive. The Executive also agrees to
          return to the Company promptly upon its request any Company
          information or materials in the Executive's possession or under the
          Executive's control.

     (b)  The Executive will promptly disclose to the Company and to no other
          person, firm or entity all inventions, discoveries, improvements,
          trade secrets, formulas, techniques, processes, know-how and similar
          matters, whether or not patentable and whether or not reduced to
          practice, which are conceived or learned by the Executive during the
          period of the Executive's employment with the Company, either alone or
          with others, which relate to or result from the actual or anticipated
          business or research of the Company or which result, to any extent,
          from the Executive's use of the Company's premises or property
          (collectively called the "Inventions"). The Executive acknowledges and
          agrees that all the Inventions shall be the sole property of the
          Company, and the Executive hereby assigns to the Company all of the
          Executive's rights and interests in and to all of the Inventions, it
          being acknowledged and agreed by the Executive that all the Inventions
          are works made for hire. The Company shall be the sole owner of all
          domestic and foreign rights and interests in the Inventions. The
          Executive agrees to assist the Company at the Company's expense to
          obtain and from time to time enforce patents and copyrights on the
          Inventions.

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     (c)  Upon the request of, and, in any event, upon termination of the
          Executive's employment with the Company, the Executive shall promptly
          deliver to the Company all documents, data, records, notes, drawings,
          manuals and all other tangible information in whatever form which
          pertains to the Company, and the Executive will not retain any such
          information or any reproduction or excerpt thereof.

8.   NOTICES. All notices or other communications hereunder shall be in writing
     and shall be deemed to have been duly given (a) when delivered personally,
     (b) upon confirmation of receipt when such notice or other communication is
     sent by facsimile or telex, (c) one day after delivery to an overnight
     delivery courier, or (d) on the fifth day following the date of deposit in
     the United States mail if sent first class, postage prepaid, by registered
     or certified mail. The addresses for such notices shall be as follows:

     (a)  For notices and communications to the Company:
                Rayovac Corporation
                601 Rayovac Drive
                Madison, WI  53711
                Facsimile:  (608) 278-6666
                Attention:  James T. Lucke

     (b)  For notices and communications to the Executive:
                Merrell M. Tomlin
                3576 Timber Lane
                Cross Plains, WI 53528

     Any party hereto may, by notice to the other, change its address for
     receipt of notices hereunder.

9.   GENERAL.

     (a)  GOVERNING LAW. This Agreement shall be construed under and governed by
          the laws of the State of Wisconsin, without reference to its conflicts
          of law principles.

     (b)  AMENDMENT; WAIVER. This Agreement may be amended, modified,
          superseded, canceled, renewed or extended, and the terms hereof may be
          waived, only by a written instrument executed by all of the parties
          hereto or, in the case of a waiver, by the party waiving compliance.
          The failure of any party at any time or times to require performance
          of any provision hereof shall in no manner affect the right at a later
          time to enforce the same. No waiver by any party of the breach of any
          term or covenant contained in this Agreement, whether by conduct or
          otherwise, in any one or more instances, shall be deemed to be, or
          construed as, a further or continuing waiver of any such breach, or a
          waiver of the breach of any other term or covenant contained in this
          Agreement.

     (c)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
          Executive, without regard to the duration of his employment by the
          Company or reasons for the cessation of such employment, and

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          inure to the benefit of his administrators, executors, heirs and
          assigns, although the obligations of the Executive are personal and
          may be performed only by him. This Agreement shall also be binding
          upon and inure to the benefit of the Company and its subsidiaries,
          successors and assigns, including any corporation with which or into
          which the Company or its successors may be merged or which may succeed
          to their assets or business.

     (d)  COUNTERPARTS. This Agreement may be executed in two counterparts, each
          of which shall be deemed an original but which together shall
          constitute one and the same instrument.

     (e)  ATTORNEYS' FEES. In the event that any action is brought to enforce
          any of the provisions of this Agreement, or to obtain money damages
          for the breach thereof, and such action results in the award of a
          judgment for money damages or in the granting of any injunction in
          favor of one of the parties to this Agreement, all expenses, including
          reasonable attorneys' fees, shall be paid by the non-prevailing party.

     (f)  NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
          limit the Executive's continuing or future participation during his
          employment hereunder in any benefit, bonus, incentive or other plan or
          program provided by the Company or any of its affiliates and for which
          the Executive may qualify. Amounts which are vested benefits or which
          the Executive is otherwise entitled to receive under any plan or
          program of the Company or any affiliated company at or subsequent to
          the date of the Executive's termination of employment with the Company
          shall, subject to the terms hereof or any other agreement entered into
          by the Company and the Executive on or subsequent to the date hereof,
          be payable in accordance with such plan or program.

     (g)  MITIGATION. In no event shall the Executive be obligated to seek other
          employment by way of mitigation of the amounts payable to the
          Executive under any of the provisions of this Agreement.

     (h)  EQUITABLE RELIEF. The Executive expressly agrees that breach of any
          provision of Sections 6 or 7 of this Agreement would result in
          irreparable injuries to the Company, that the remedy at law for any
          such breach will be inadequate and that upon breach of such
          provisions, the Company, in addition to all other available remedies,
          shall be entitled as a matter of right to injunctive relief in any
          court of competent jurisdiction without the necessity of proving the
          actual damage to the Company.

     (i)  SEVERANCE AGREEMENT. The Severance Agreement between the parties dated
          October 1, 1998 is hereby terminated and all rights and obligations
          thereunder are of no further force or effect.

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     (j)  ENTIRE AGREEMENT. This Agreement and the schedule hereto constitute
          the entire understanding of the parties hereto with respect to the
          subject matter hereof and supersede all prior negotiations,
          discussions, writings and agreements between them with respect to the
          subject matter hereof.

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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


                               RAYOVAC CORPORATION


                               By: /s/ David A. Jones
                                  -----------------------------
                                  David A. Jones
                                  Chief Executive Officer


EXECUTIVE:


     /s/ Merrell M. Tomlin
---------------------------------
Name: Merrell M. Tomlin

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