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                                                                    Exhibit 10.4
                                                                    ------------

                              EMPLOYMENT AGREEMENT

                                    BETWEEN

                                EKCO GROUP, INC.

                                      AND

                                STUART W. COHEN

                                     AS OF

                                 June 12, 1995



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SECTION                                                PAGE
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  <S>                                                     <C>
  1.  Employment                                          1

  2.  Principal Location                                  1

  3.  Compensation                                        2

  4.  Reimbursement of Expenses                           3

  5.  Term and Termination                                3

  6.  Services Furnished                                  10

  7.  Additional Insurance at Group's Option              10

  8.  Gross-Up Payments                                   11

  9.  Confidentiality and Non-Competition                 11

  10. Definitions                                         14

  11. Arbitration                                         19

  12. General                                             20
</TABLE>

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EXHIBIT
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<S>                                                       <C>
  Example of Calculation of Severance Payment             A

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                              EMPLOYMENT AGREEMENT


         AGREEMENT made as of the 12th day of June, 1995, (the
"Effective Date") by and between Ekco Group, Inc., a Delaware
corporation ("Group") with its principal place of business in
Nashua, New Hampshire and Stuart W. Cohen ("Executive"), of 3807
RFD Turnberry Lane, Long Grove, Illinois 60047.

         WHEREAS, Executive desires to be employed by Group and Group
desires to employ Executive all on the terms and conditions
recited herein;

         NOW, THEREFORE, in consideration of the mutual promises and
agreements herein contained, the parties covenant and agree as
follows:

1.       EMPLOYMENT.  Group hereby employs Executive and Executive
         hereby accepts employment as an executive employee of Group
         to perform such executive and managerial services as may be
         assigned to him by or under the authority of the Board of
         Directors (such term, and all other capitalized terms not
         otherwise defined in this Agreement shall have the meaning
         set forth in Section 10 of this Agreement), consistent with
         such status as an executive employee.  Executive agrees to
         use his best efforts, skills and abilities faithfully to
         promote the interests of Group and to perform such services
         as may be required of him by Group from time to time
         consistent with his status, to the reasonable satisfaction
         of the Board of Directors.  Without limiting the generality
         of the foregoing, Executive agrees to serve as Vice
         President, Strategic Planning & Business Development, of
         Group (if and so long as he is elected to that office by the
         Board of Directors) and to serve without additional
         compensation as a director, executive officer or executive
         employee of such Affiliates as Group may from time to time
         reasonably request.  Executive agrees to work exclusively
         for Group and such Affiliates as his full-time employment
         during the term of this Agreement, except as Group and
         Executive may otherwise agree in writing from time to time.

2.       PRINCIPAL LOCATION.   Executive presently performs the
         duties of his office generally in Nashua, New Hampshire and
         shall be obligated to take such trips outside of the Nashua,
         New Hampshire or metropolitan Boston, Massachusetts area as
         shall be reasonably necessary in connection with his duties,
         and Group will pay all reasonable costs of travel and living
         expenses incurred in connection therewith.  Executive
         recognizes that his duties hereunder may require significant

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     travel.  Executive, subject to his rights under Section
     5.3.4, agrees to relocate to any other location in the
     United States of America at which Group or an Affiliate has
     offices or operations, provided that Executive's job at such
     new location involves compensation no less than his existing
     compensation and comparable duties.  In the event of any
     such relocation, Group shall pay Executive all reasonable
     expenses incurred by Executive in relocating to such new
     area.
     
3.   COMPENSATION.
          
3.1  Except as otherwise provided in this Agreement, for his
     services and agreements hereunder Executive shall receive
     from Group the following compensation:

3.1.1    Salary at the annual rate of One Hundred Seventy Five
         Thousand Dollars ($175,000) (the "Base Salary"),
         payable in equal installments in accordance with
         Group's pay policy and in any event not less frequently
         than monthly.  The Base Salary shall be subject to
         increase from time to time as determined by the Board
         of Directors or the Compensation Committee in its sole
         discretion pursuant to a review of Executive's
         performance by the Board of Directors or the
         Compensation Committee, which review shall be conducted
         at such time as the Board of Directors or the
         Compensation Committee shall determine, but in any
         event at least once during each twelve (12) months of
         the term of this Agreement.  The Base Salary as from
         time to time increased is referred to herein as the
         "Adjusted Cash Salary."

3.1.2    Such other monetary compensation by way of bonus or
         otherwise, if any, as may be determined from time to
         time by the Board of Directors or the Compensation
         Committee in its sole discretion;

3.1.3    Such fringe benefits (including, without limitation,
         vacation time, group life, long term and short term
         disability, medical, dental and other insurance,
         retirement, including, pension, profit-sharing and
         similar plans) as Group may provide from time to time
         for its executive employees, whether or not the
         category of such benefits is addressed in this
         Agreement, it being understood that Executive shall be
         entitled to the greater of each benefit addressed in
         this Agreement and that provided by Group for its
         executive employees generally. Group shall in any

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         event, whether or not such coverage is provided for
         other executive employees, provide Executive group life
         or other life insurance at its expense with a death
         benefit equal to at least four (4) times Executive's
         Adjusted Salary, in addition to any other life
         insurance payable to Executive or his beneficiaries
         under Section 5.4.1.3 below or any life insurance for
         which Executive pays premiums; and

3.1.4    Such other compensation pursuant to such executive
         bonus plans, restricted stock purchase plans, stock
         option plans or other stock plans, available to
         executive employees of Group from time to time, as the
         Board of Directors or the Compensation Committee may in
         its sole discretion determine.

4.   REIMBURSEMENT OF EXPENSES.  Group shall reimburse Executive
     for travel, entertainment and other business expenses
     reasonably incurred by him in connection with the business
     of Group and its Affiliates to the extent and in a manner
     consistent with then Group policy.
     
5.   TERM AND TERMINATION.
          
5.1. TERM.  The term of this Agreement and Executive's employment
     hereunder shall commence on the Effective Date and continue
     until terminated as hereinafter set forth.  For the purposes
     of this Agreement, the date of termination shall be the
     effective date of termination of Executive, rather than the
     date of notice thereof.
     
5.2. TERMINATION BY EXECUTIVE.
     
5.2.1    Executive's employment may be terminated at any time by
         Executive by written notice of at least three (3)
         months to Group, which time period may be waived, in
         whole or in part, by Group in its discretion in which
         event Executive's employment shall end on such earlier
         date as agreed by Group and Executive.

5.2.2    Except as provided in Section 5.2.3, if Executive's
              employment is terminated pursuant to Section 5.2.1,
         Executive shall not be entitled as of the date of
         termination to any further compensation under this
         Agreement of any kind or nature, except for Accrued and
         Unpaid Salary and Expenses.

5.2.3    However, if such notice is given after six (6) months
         after but within twenty four (24) months after a Change

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         of Control (a "Change of Control Notice"), unless such
         Change of Control shall have been approved by a
         resolution adopted by the Board of Directors with at
         least two-thirds (2/3) of the then serving Group
         directors who are Group directors as of the date hereof
         voting in favor, then upon such termination by
         Executive pursuant to Section 5.2.1, Group shall
         provide and Executive (or his Estate) shall be entitled
         to receive:

5.2.3.1  Within thirty (30) days of the date of such termination
         a two (2) year Lump Sum Payment Amount;

5.2.3.2  A Gross-Up Payment as set forth in Section 8 of this
         Agreement;

5.2.3.3  Continuation of all fringe benefits referred to in
         Section 3.1.3, including, but not limited to, Medical,
         Dental and Life Insurance Coverage Continuation for a
         period of two (2) years from the date of termination;

5.2.3.4  Accrued and Unpaid Salary and Expenses;

5.2.3.5  Outplacement Benefits; and

5.2.3.6  In the event of termination as provided in this Section
         5.2.3, Executive shall not be entitled to payments
         under both this Section 5.2.3 and Section 5.3.4.2.  Any
         compensation payable under this Section 5.2.3 shall be
         paid notwithstanding Executive's total and permanent
         disability or death occurring after termination of his
         employment hereunder.  In the event Executive dies or
         becomes totally and permanently disabled after the date
         of any such notice but prior to the date of termination
         of his employment under this Section 5.2.3, the
         provisions of this Section 5.2.3 and not the provisions
         of Section 5.4 or 5.5 shall apply, provided that in the
         event of Executive's total and permanent disability
         during such time, Executive shall also be entitled to
         each benefit that Group then provides to its executive
         employees upon and during the continuance of total and
         permanent disability to the extent such benefit exceeds
         those specified in this Section 5.2.3.

5.3.  TERMINATION BY GROUP; CHANGE OF CONTROL; AND CONSTRUCTIVE
      TERMINATION.
     
5.3.1    Executive's employment may be terminated at any time by
         Group, with or without Good Cause, by written notice to

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          Executive, effective immediately unless otherwise
          stated in such notice.

5.3.2     TERMINATION BY GROUP WITH GOOD CAUSE.  In the event
          Group shall terminate Executive's employment for Good
          Cause, then Executive shall not be entitled as of the
          date of termination to any further compensation under
          this Agreement of any kind or nature, except for
          Accrued and Unpaid Salary and Expenses.
          
5.3.3     TERMINATION BY GROUP WITHOUT GOOD CAUSE PRIOR TO A
          CHANGE OF CONTROL.
          
5.3.3.1   In the event Executive's employment hereunder is
          terminated by Group without Good Cause prior to a
          Change of Control, then subject to Section 5.3.3.2
          Group shall provide and Executive (or his Estate) shall
          be entitled to the following:

5.3.3.1.1 A one half (#) year Lump Sum Payment Amount if the
          termination occurs on or prior to December 12, 1995 and
          if the date of termination occurs thereafter a one (1)
          year Lump Sum Payment Amount, each payable within
          thirty (30) days of the date of termination;

5.3.3.1.2 On and after December 13, 1995 and thereafter during
          the term of this Agreement Executive shall, immediately
          upon termination, pursuant to this Section 5.3.3 have
          the unconditional, unencumbered and free right, title
          and interest in all shares of stock of Group which were
          granted, sold or optioned (subject, if Executive elects
          to exercise unexercised rights, to his obligation to
          pay the option exercise price or other purchase price
          to the extent theretofore not paid) to Executive by
          Group at any time prior to the date of termination as
          if all restrictions imposed by Group had lapsed and all
          events necessary to vest in Executive such rights,
          including the lapsing of time, had occurred, and Group
          shall take all such actions as may be necessary to
          release any then existing restrictions imposed by Group
          and waive any rights to repurchase such shares;

5.3.3.1.3 Medical, Dental and Life Insurance Coverage
          Continuation for a period of six (6) months from the
          date of termination if the date of termination is on or
          before December 12, 1995 and thereafter one (1) year
          from the date of termination;

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5.3.3.1.4     On and after December 13, 1995 and thereafter during
              the term of this Agreement, Accrued and Unpaid Salary
              and Expenses;

5.3.3.1.5     On and after December 13, 1995 and thereafter during
              the term of this Agreement, Outplacement Benefits; and

5.3.3.1.6     Gross-Up Payment

5.3.3.2       Any compensation payable under this Section 5.3.3 shall
              be paid notwithstanding Executive's total and permanent
              disability or death subsequent to Group's notice of
              termination.  In the case of termination of his
              employment under this Section 5.3.3, Executive shall
              not be entitled as of the date of termination to any
              other compensation under this Agreement, except as
              provided in this Section 5.3.3, provided that in the
              event of Executive's total and permanent disability at
              such time, Executive shall also be entitled to all of
              the benefits Group then provides to its executive
              employees upon and during the continuance of total and
              permanent disability.

5.3.4         CHANGE OF CONTROL; CONSTRUCTIVE TERMINATION; SUBSEQUENT
              TERMINATION BY GROUP WITHOUT GOOD CAUSE.
                                                       
5.3.4.1       Immediately upon a Change of Control while Executive is
              employed hereunder, and without regard to whether or
              not Executive's employment is terminated, whether a
              Constructive Termination occurs at such time or
              thereafter or the manner of any subsequent termination
              of Executive's employment, Executive shall immediately
              have the unconditional, unencumbered and free right,
              title and interest in all shares of stock of Group
              which were granted, sold or optioned (subject, if
              Executive elects to exercise unexercised rights, to his
              obligation to pay the option exercise price or other
              purchase price to the extent theretofore not paid) to
              Executive by Group at any time prior to the Change of
              Control as if all restrictions imposed by Group had
              lapsed and all events necessary to vest in Executive
              such rights, including the lapsing of time, had
              occurred, and Group shall take all such actions as may
              be necessary to release any then existing restrictions
              imposed by Group and waive any rights to repurchase
              such shares.

5.3.4.2       If following a Change of Control there shall be either
              an event of Constructive Termination or termination by

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          Group of Executive's employment without Good Cause,
          then Group shall provide and Executive (or his Estate)
          shall be entitled to the following:

5.3.4.2.1 Within ten (10) days of such event a two (2) year Lump-Sum
          Payment Amount.  For the purposes of this Section 5.3.4, the
          time when a Constructive Termination occurs shall be the day
          any event occurs which is included in the definition of
          Constructive Termination;
          
5.3.4.2.2 Executive shall immediately upon termination pursuant
          to this Section 5.3.4 have the unconditional,
          unencumbered and free right, title and interest in all
          shares of stock of Group which were granted, sold or
          optioned (subject, if Executive elects to exercise
          unexercised rights, to his obligation to pay the option
          exercise price or other purchase price to the extent
          theretofore not paid) to Executive by Group at any time
          prior to the date of termination as if all restrictions
          imposed by Group had lapsed and all events necessary to
          vest in Executive such rights, including the lapsing of
          time, had occurred, and Group shall take all such
          actions as may be necessary to release any then
          existing restrictions imposed by Group and waive any
          rights to repurchase such shares;
          
5.3.4.2.3 Medical, Dental and Life Insurance Coverage
          Continuation for a period of two (2) years from the
          date of termination;

5.3.4.2.4 Accrued and Unpaid Salary and Expenses;

5.3.4.2.5 Outplacement Benefits; and

5.3.4.2.6 Gross-Up Payment.

5.4.  TERMINATION UPON DEATH.
      
5.4.1     This Agreement, except for the provisions of Sections
          8, 9, 11 and 12, shall terminate upon the death of
          Executive, provided that Executive's Estate shall have
          the right to receive, and Group shall be obligated to
          pay or provide to Executive's Estate the following:

5.4.1.1   Executive's Estate shall immediately upon such
          termination have the unconditional, unencumbered and
          free right, title and interest in all shares of stock
          of Group which were granted, sold or optioned (subject,
          if Executive's Estate elects to exercise unexercised

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         rights, to the obligation to pay the option exercise
         price or other purchase price to the extent theretofore
         not paid) to Executive by Group at any time prior to
         his death as if all restrictions imposed by Group had
         lapsed and all events necessary to vest in Executive
         such rights, including the lapsing of time, had
         occurred, and Group shall take all such actions as may
         be necessary to release any then existing restrictions
         imposed by Group and waive any rights to repurchase
         such shares;

5.4.1.2  All of the benefits Group provides to its executive
         employees as provided in Section 3.1.3 to the extent
         such benefits are greater than those specified in this
         Agreement;

5.4.1.3  A lump-sum payment equal to the Adjusted Salary in
         effect at the date of death payable no later than sixty
         (60) days after the date of death.  To secure such
         payment, Group may in its discretion maintain life
         insurance on Executive's life payable to his Estate or
         other beneficiary, which life insurance coverage shall
         be in addition to the amount provided for pursuant to
         the provisions of Section 3.1.3 above (or any life
         insurance for which Executive pays premiums), and to
         the extent benefits are paid pursuant to such insurance
         coverage maintained by Group under this Section
         5.4.1.3, Group's commitment under this Section 5.4.1.3
         shall be satisfied; and

5.4.1.4  Accrued and Unpaid Salary and Expenses.

5.5.  TERMINATION UPON DISABILITY.
      
5.5.1    This Agreement shall terminate if, by virtue of total
         and permanent disability, Executive is unable to
         perform his duties hereunder, provided that Executive's
         (or his legal representative's) right to receive, and
         Group's obligations to pay, amounts as a result of such
         termination shall survive any such termination.

5.5.2    The determination that, by virtue of total and
         permanent disability, Executive is unable to perform
         his duties hereunder shall be made by a physician
         chosen by Group and reasonably satisfactory to
         Executive (or his legal representative).  The cost of
         such examination shall be borne by Group.  Without
         limiting the generality of the foregoing, unless
         otherwise agreed, Executive shall be conclusively

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              presumed to be totally and permanently disabled
              hereunder if for reasons involving mental or physical
              illness or physical injury he fails to perform such
              duties for a period of one hundred and eighty (180)
              consecutive calendar days or for any periods
              aggregating one hundred and eighty (180) days or more
              in any twelve (12) month period.  For purposes of this
              Section 5.5, the date of termination in the event of
              such total and permanent disability shall be the
              earlier of the date of such physician's examination
              pursuant to which such determination is made or the
              first business day after which such 180-day period has
              expired.

5.5.3         In the event of such a termination as a result of
              Executive's total and permanent disability, all
              compensation hereunder shall terminate, Executive shall
              immediately upon such termination have the
              unconditional, unencumbered and free right, title and
              interest in all shares of stock of Group which were
              granted, sold or optioned (subject, if Executive or his
              Estate elects to exercise unexercised rights, to his
              obligation to pay the option exercise price or other
              purchase price to the extent theretofore not paid) to
              Executive by Group at any time prior to the effective
              date of termination as if all restrictions had lapsed
              and all events necessary to vest in Executive such
              rights, including the lapsing of time, had occurred,
              and Executive shall be entitled to and Group shall pay
              to Executive the following:

5.5.3.1       Amounts at the rate of the Adjusted Cash Salary in
              effect at the date of such termination, payable in the
              manner specified in Section 3.1.1, for a period of
              twelve (12) months following the date of such
              termination at the rate of one-twelfth of such Adjusted
              Cash Salary per month, LESS the amount of any
              disability insurance proceeds actually paid to or for
              the benefit of Executive (or his Estate) with respect
              to such twelve (12) months following the date of
              termination under any disability policy the premiums
              for which have been paid by Group or any Affiliate.
              During such twelve (12) months following termination of
              this Agreement as a result of Executive's permanent and
              total disability, Group shall maintain at Group's sole
              expense the life insurance policies referred to in the
              second sentence of Section 3.1.3. and in Section
              5.4.1.3 if then in force and, in the event of
              Executive's death during the twelve (12) months

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         following such termination, shall pay the death benefit
         provided for in Section 5.4.1.3 notwithstanding the
         prior termination of this Agreement as a result of
         Executive's total and permanent disability, in addition
         to the life insurance benefits payable to the
         beneficiaries of the policies referred to in Section
         3.1.3 which shall be payable in the event of
         Executive's death during such period of twelve (12)
         months;

5.5.3.2  Medical, Dental and Life Insurance Coverage
         Continuation for a period of one (1) year from the date
         of termination;

5.5.3.3  Accrued and Unpaid Salary and Expenses;

5.5.3.4  Continuation of each of the medical, dental and other
         benefits which Group provides to its permanently
         disabled executive employees in accordance with Group's
         then existing policy to the extent each benefit is
         greater than that specified in this Section 5.5; and

5.5.3.5  Outplacement Benefits.

6.  SERVICES FURNISHED. Group shall furnish Executive with
    office space, secretarial assistance, and such other
    facilities and services at Group's facility to which
    Executive may be assigned, as shall be suitable to the
    Executive's position and adequate for the performance of his
    duties as set forth herein.
    
7.  ADDITIONAL INSURANCE AT GROUP'S OPTION.  Group, in its sole
    discretion, may apply for and procure in its own name
    (whether or not for its own benefit) policies of insurance
    insuring the life of Executive in such amounts as Group may
    deem advisable, in addition to insurance policies
    contemplated by Section 3.1.3 and Section 5.4.1.3.
    Executive shall have no right, title, or interest in any
    such policies of insurance, except to the extent his Estate
    or other persons are specifically named as beneficiaries
    thereof.  Executive agrees to submit to any medical or other
    examination and to execute and deliver any applications or
    other instrument in writing, reasonably necessary to
    effectuate such insurance.
    
8.  "GROSS-UP" PAYMENTS.  Executive shall be paid an additional
    amount ("Gross Up Payment") if any payments ("Payment
    Amounts") made to him (or his Estate) by Group or any of its
    Affiliates, under this Agreement or otherwise, are subject

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         to the excise tax imposed by Internal Revenue Code Section
         4999 or any successor Internal Revenue Code Section (the
         "Section 4999 Tax").  The Gross Up Payment shall be computed
         so that Executive (or his Estate) retains a net amount equal
         to the Payment Amounts after deduction of any Section 4999
         Tax on the Payment Amounts and any Federal, state or local
         tax (including any Section 4999 Tax) on the Gross Up
         Payment.

         For the purposes of determining the amount of the Gross Up
         Payment, Executive shall be deemed to pay Federal, State and
         local income taxes at the highest marginal rate of taxation
         in the calendar year in which the Payment Amounts are
         taxable to him under Code Section 4999.  State and local
         income taxes shall be calculated based upon the state and
         locality of Executive's domicile in said calendar year.

         The determination of the amount of the Section 4999 Tax and
         whether such Section 4999 Tax is payable shall be made by
         tax counsel selected and paid for by Group and approved by
         Executive.  The Gross Up Payment shall be paid within thirty
         (30) days of such computation and in no event (without
         written consent of Executive) later than the last day of the
         calendar year with respect to which the Section 4999 Tax is
         imposed.

         If such determination is not finally accepted by the
         Internal Revenue Service upon audit, then tax counsel
         (selected and paid for under the above procedure) shall
         represent Executive in any such audit or appeal process
         thereafter and compute appropriate adjustments and
         additional Gross Up Payments as provided above, after which
         Group shall pay Executive such adjustment, and Group shall
         reimburse Executive for interest and other tax penalties, if
         applicable.

9.       CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION.
         
9.1      Executive's agreements set forth in this Section 9 shall
         survive the expiration or termination of this Agreement and
         the termination of his employment with Group for any reason.

9.2      Executive acknowledges that irreparable injury would be
         caused to Group by his breach of any of the provisions of
         this Section 9, and agrees that in the event of any such
         breach, Group and any of its Affiliates, in addition to such
         other rights and remedies as may exist in its favor, may
         apply to any court of law or equity having jurisdiction to
         enforce the specific performance of the provisions of this

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         Section 9 and may apply for injunctive relief against any
         act which would violate any such provisions.

9.3      Executive recognizes that he now has knowledge of and/or may
         hereafter gain knowledge of, confidential information, trade
         secrets, confidential processes, confidential patentable or
         unpatentable inventions or confidential "know how",
         including, without limitation, techniques, formulae,
         designs, developments, projects, technical information and
         manufacturing process and distribution methods, relating to,
         or concerned with the business of Group and its Affiliates
         prior to the termination of this Agreement and their
         respective suppliers, customers, stockholders, licensors,
         licensees, and other persons or entities with which Group or
         its Affiliates has, has had, or may in the future have any
         commercial, scientific or technical relationship.  During
         the term of this Agreement and at all times following the
         termination of Executive's employment for any reason,
         Executive will not, directly or indirectly, divulge, furnish
         or make accessible to anyone (other than as required in the
         regular course of his employment by Group or with the
         consent of the Board of Directors) such information.  The
         prohibitions contained in this Section 9.3 shall not apply
         to information which is (a) within the domain of the general
         public; (b) generally known within the industry or
         industries in which Group or its Affiliates is involved; or
         (c) independently developed by Executive without utilization
         of confidential information gained while in the employ of
         Group; provided that Executive shall not have disclosed such
         information in violation of this Agreement.  All documents,
         records, apparatus, equipment and other physical property
         furnished to Executive by Group or any Affiliate of Group or
         produced by Executive or others in connection with his
         services to Group or any such Affiliate shall be and remain
         the sole property of Group.  Executive will return and
         deliver such property to Group as and when requested by
         Group.  Copies of documents and records may be kept, but
         shall be kept completely confidential to the same extent as
         other confidential information of Group.  Executive shall
         return and deliver all such property upon termination of his
         employment for any reason, and Executive will not take with
         him any such property or any reproduction of such property
         upon such termination.

9.4      Any work or research or the results thereof, made or
         developed by Executive, alone or in conjunction with others
         during the term of his employment, including but without
         limitation, any designs, patents, inventions, processes,
         know-how or formulae created, invented or conceived during

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         the period of his employment by Group, whether during or out
         of the usual hours of work, which arise out of or are
         related to the business, research, or development work or
         field of operation of Group, or any of its Affiliates, shall
         to the extent of Executive's interest therein be the sole
         and exclusive property of Group, shall be disclosed in
         writing to Group and to no other person, unless so directed
         in writing by the Board of Directors, and Executive hereby
         assigns to Group all and any rights which he has or may
         acquire in the same.  To this end, both during the period of
         Executive's employment and at all times thereafter,
         Executive agrees to execute all necessary papers,
         instruments and documents properly required to effect such
         assignment to Group or its nominee, to make application
         through Group's patent attorney or general counsel at the
         expense of Group, for such United States and foreign patents
         as may be specified from time to time by Group on
         inventions, processes, or formulae which are or become the
         property of Group hereunder, and to execute assignments upon
         Group's request, for Executive's entire interest in all such
         applications to Group or to its nominee without compensation
         (other than his usual compensation as an employee of Group)
         and Executive agrees to give Group and its patent attorney
         or general counsel all reasonable assistance in preparing
         such applications, descriptions, and illustrations of each
         such invention, process, or formula and in connection with
         proceedings relating thereto or to such other applications
         or patents resulting therefrom; and further agrees to
         execute all lawful papers considered necessary by Group and
         do all that Group reasonably requests in order to protect
         Group's rights in said inventions, processes, and formulae
         or to obtain patents thereon, including, without limitation,
         continuations, reissues, renewals, and extensions.  It is
         further agreed that Executive's obligations specified
         hereunder shall not expire with the termination of this
         Agreement or his employment, but Group agrees to pay
         Executive a reasonable amount for any time that Executive
         spends in such work at Group's request after the termination
         of this Agreement or his employment hereunder and agrees to
         reimburse Executive for expenses reasonably or necessarily
         incurred in connection with such work.

9.5      In consideration of his continued employment by Group, and
         the other benefits accruing to him hereunder, and subject to
         the fulfillment by Group of its obligations to Executive
         hereunder, either directly or through draw-down under the
         letter(s) of credit or other device established pursuant to
         Section 6, Executive agrees that during the term hereof and
         for a period of twelve (12) months following the date of

                                      13
<PAGE>   15
         termination of Executive's employment pursuant to Section 5
         provided that Executive has received and is continuing to
         receive all payments and benefits required to be paid and
         provided to him pursuant to this Agreement (such period of
         employment and twelve (12) month period being referred to in
         this Agreement as the "Non-Competition Period"), he will not
         engage or participate, directly or indirectly, within the
         United States of America or Canada either as principal,
         agent, employee, employer, consultant, stockholder, partner
         or in any other individual or representative capacity
         whatever, in the conduct or management of, or own any stock
         or other proprietary interest in, or debt of, any business
         which shall be competitive with any business which is or was
         conducted by Group or any Affiliate of Group, while
         Executive was an employee of Group, unless he shall have
         obtained the prior written consent of the Board of
         Directors, and which consent shall make express reference to
         this Agreement. Notwithstanding any other provision in this
         Section 9, Executive shall be free without such consent to
         make investments, directly or indirectly, in the securities
         of any publicly-owned entity if his ownership thereof is
         limited to not more than three percent (3%) of the issued
         and outstanding securities of any class of securities of
         such entity.  Executive acknowledges that his skills and
         experience are such that he can anticipate finding
         employment at an executive level in a wide variety of
         industries and represents and agrees that the restrictions
         imposed by this Section 9 on employment are necessary for
         the protection of the legitimate interests and competitive
         position of Group and do not impose undue hardships on
         Executive.

9.6      During the Non-Competition Period, Executive shall not,
         directly or indirectly, solicit any officer, director,
         executive, employee or consultant of Group or any Affiliate
         of Group to leave such employment or terminate such
         position.

10.      DEFINITIONS.

         As used in this Agreement, the following terms shall have
         the following meanings:

10.1       "Accrued and Unpaid Salary and Expenses" shall mean such
         portion of Executive's Adjusted Cash Salary as has accrued
         by virtue of Executive's employment during the period prior
         to the date of termination and has not yet been paid,
         together with any amounts for expense reimbursement,
         vacation accruals and similar items which have been properly

                                      14
<PAGE>   16
         incurred or accrued in accordance with the provisions of
         this Agreement prior to the date of termination and have not
         yet been paid.

10.2       "Adjusted Salary" shall mean the Adjusted Cash Salary plus
         an amount equal to the amount of any salary increase(s), if
         any, provided in the form of restricted stock or stock
         options less any sum attributable to the payment of salary
         in lieu of automobile benefits (as of the date of this
         Agreement that amount is Seven Thousand Dollars ($7,000)).

10.3       "Adjusted Cash Salary" shall have the meaning set forth in
         Section 3.1.1.

10.4       "Affiliate" shall mean any corporation, joint venture, or
         other business enterprise, whether incorporated or
         unincorporated, which Group directly, or indirectly through
         one or more intermediaries, controls or is controlled by, or
         is under common control with.

10.5       "Agreement" shall mean this Employment Agreement.

10.6       "Base Salary" shall have the meaning set forth in Section
         3.1.1.

10.7       "Board of Directors" shall mean the Board of Directors of
         Group.

10.8       "Change of Control" shall mean and shall be deemed to have
         occurred (i) if any "person" (as such term is used in
         Sections 13(d) and 14(d)(2) of the Securities Exchange Act
         of 1934, as amended), other than Group or any employee stock
         plan of Group, is or becomes the beneficial owner, directly
         or indirectly, of securities of Group representing fifteen
         percent (15%) or more of the outstanding Common Stock of
         Group, or (ii) ten (10) days following the commencement of,
         or announcement of an intention to make, a tender offer or
         exchange offer the consummation of which would result in the
         beneficial ownership by any "person" of fifteen percent
         (15%) or more of the outstanding Common Stock of Group,
         provided, however, that at the conclusion of such ten (10)
         day period such person has not discontinued or rescinded his
         intention to make such a tender or exchange offer or (iii)
         if during any consecutive twelve (12) month period beginning
         on or after the date hereof individuals who at the beginning
         of such period were directors of Group cease, for any
         reason, to constitute at least a majority of the Board of
         Directors of Group; or (iv) if a merger of, or consolidation
         involving, Group in which Group's stock is converted into

                                      15
<PAGE>   17
         securities of another corporation or into cash shall be
         consummated, or a plan of complete liquidation of Group
         (whether or not in connection with a sale of all or
         substantially all of Group's assets) shall be adopted and
         consummated, or substantially all of Group's operating
         assets are sold (whether or not a plan of liquidation shall
         be adopted or a liquidation occurs), excluding in each case
         a transaction solely for the purpose of reincorporating
         Group in a different jurisdiction or recapitalizing Group's
         stock.

10.9       "Change of Control Notice" shall have the meaning set
         forth in Section 5.2.3.

10.10      "Compensation Committee" shall mean the Compensation     
         Committee of the Board of Directors.

10.11      "Constructive Termination" shall be deemed to have       
         occurred if and when (i) Executive's Adjusted Salary is 
         decreased below the level in effect on the date of the last 
         amendment of this Agreement, or the aggregate Adjusted 
         Salary and incentive compensation or benefits available to 
         be earned by Executive is directly or indirectly reduced or
         eliminated, or the bonus percentage applicable to 
         Executive's participation in any compensation or bonus plan 
         or arrangement is reduced, without Executive's consent, 
         provided, however, that nothing herein shall be construed to 
         guarantee Executive's bonus awards if performance is below
         applicable targets, or (ii) the importance of Executive's
         job responsibilities is reduced without Executive's consent, 
         or (iii) a proposal is made to relocate Executive to a 
         location other than Nashua, New Hampshire or the greater 
         Boston, Massachusetts metropolitan area without his consent.

10.12      "Effective Date" shall have the meaning set forth in the      
         first paragraph of this Agreement.

10.13      "ESOP" shall mean the Ekco Group, Inc. Employees' Stock  
         Ownership Plan.

10.14      "Estate" shall mean Executive's estate, legal            
         representative or beneficiaries as the context so requires.

10.15      "Executive" shall mean the individual defined as such in      
         the first paragraph of this Agreement, and shall include the 
         Estate of such individual where the context so requires.

10.16      "Good Cause" shall include, but not be limited to,       
         repeated or serious neglect of duty, dishonesty, conviction 

                                      16
<PAGE>   18
         of a felony, breach of this Agreement or repeated or serious   
         violations of corporate rules or regulations. Notwithstanding the
         foregoing, following a Change of Control, "Good Cause" shall not be
         deemed to have occurred unless (a) the conduct which is the basis for
         breach is material and is either willful or intentionally unlawful and
         (b) Executive shall not have ceased such conduct and cured the effect
         thereof, if curable, so that such breach shall no longer be material
         within thirty (30) days after Executive shall have received written
         notice from Group of Group's intention to terminate Executive's
         employment for Good Cause, which notice shall specify in detail the
         basis therefor.

10.17      "Gross-Up Payment" shall have the meaning set forth in   
         Section 8.

10.18      "Group" shall mean Ekco Group, Inc., and its             
         successors and permitted assigns.

10.19      "Lump Sum Payment Amount" shall mean a cash amount       
         payable in a   lump sum equal to the sum of (a) the Adjusted Salary in
         effect immediately prior to the date of such termination, plus (b) the
         maximum amount payable to Executive including all cash and the value
         of all equity based options and grants of stock except for equity
         based options and grants of stock issued pursuant to Section 6.6 of
         the 1995 Plan (as defined below) (the value of each stock option to be
         determined as of the grant date thereof and the value of each grant of
         restricted stock to be determined as of the date described hereinbelow
         by applying the Black-Scholes model where applicable or another
         recognized form of valuation if the Black-Scholes model is not
         applicable, with the value ascribed by Group to each such stock option
         and grant of restricted stock as of the aforementioned dates to be
         conclusively presumed to be the value thereof) under all compensation
         and bonus plans and arrangements identified in Sections 3.1.2, 3.1.3
         and 3.1.4 for the fiscal year in which the date of the termination
         occurs, plus (c) the value of the securities, cash or other property
         which were allocated to Executive's account in the ESOP for the fiscal
         year immediately preceding the fiscal year in which the date of
         termination occurs (which shall be in addition to any distribution
         from the ESOP to which he is entitled thereunder), which sum shall be
         multiplied by the number of years specified in Sections 5.2.3.1,
         5.2.4.1., 5.3.3.1.1 and 5.3.4.2.1, respectively.  For purposes of
         calculating the amount of clause (b), the maximum payable under any
         plan shall generally be the maximum amount actually allocated to

                                      17
<PAGE>   19
         any, specifically targeted for Executive.  However, for purposes of
         calculating the maximum payable under the 1995 Restatement of
         Incentive Compensation Plan for Executive Employees of Ekco Group,
         Inc. and its Subsidiaries (the "1995 Plan") for purposes of clause
         (b), (i) the annual bonus amount shall be the greatest of (x) the
         target award for the current fiscal year, (y) the target award for the
         prior fiscal year and (z) the amount of the award paid or payable with
         respect to the prior fiscal year, and (ii) the number of shares of
         restricted stock awarded as long-term incentive awards shall be equal
         to the number of such shares most recently awarded to Executive as a
         long-term grant pursuant to the 1995 Plan divided by the number of
         blocks in such grant.  Such shares shall be valued as of the date
         utilized by Group to calculate the number of shares issued to
         Executive, or if such date is not readily ascertainable, the date of
         issuance of the shares.  Attached hereto and incorporated herein as
         Exhibit A is an example ("Example") detailing the calculation of the
         Lump Sum Amount utilizing certain stated assumptions and including
         other severance payments.  The Example defines the manner and method
         for this calculation and for other severance payments and shall be
         followed in making severance payments hereunder.

10.20      "Medical, Dental and Life Insurance Coverage Continuation"
         shall mean the continuation of the medical, dental and life insurance
         coverage which Executive (including his family) shall have been
         receiving from Group as of the earlier of the date of Executive's
         termination and the date of notice of termination by either Group or
         Executive, from the date of termination until the earlier of (x)
         Executive's full-time employment by a third party who offers Executive
         at least comparable benefits in the particular benefit category or (y)
         the number of years or months specified in Sections 5.2.3.3,
         5.3.3.1.3, 5.3.4.2.3 and 5.5.3.2, respectively, following such date of
         termination.  If and to the extent Group is not able to continue the
         applicable coverage of Executive under the terms of such group
         policies or other policies providing coverage for Executive, Group
         shall cooperate with Executive in any actions which may be necessary
         to allow Executive, to the extent possible, either (i) to buy such
         policy or (ii) to continue insurance coverage with the insurer writing
         Group's applicable group policy outside of Group's group plan or a
         substitute reasonably satisfactory to Executive, and in such event,
         Group shall pay to Executive 140% of the cost of such insurance
         coverage, but in no event more than twice the cost

                                      18
<PAGE>   20
         of such coverage allocable to Executive under the group or
         other policy covering him prior to termination.

10.21      "Non-Competition Period" shall have the meaning set forth     
         in Section 9.5.

10.22      "Payment Amount shall have the meaning set forth in      
         Section 8.

10.23      "Outplacement Benefits" shall mean outplacement services      
         by a professional outplacement firm of Executive's choosing at the
         expense of Group, who shall engage such firm directly on behalf of
         Executive, provided, however, that Group's liability with respect to
         providing such services will be limited to one-half of Executive's
         Adjusted Salary.

11.      ARBITRATION.
         
         Except with respect to the provisions of Section 9, any
         dispute or disagreement arising under or relating to the
         provisions of this Agreement, or any breach thereof,
         including, without limitation, relating to Section 1 hereof
         or to whether a termination of Executive's employment was
         with Good Cause, shall be resolved by binding arbitration in
         accordance with the Commercial Rules of the American
         Arbitration Association or its successor (except as set
         forth herein), and judgment upon the award rendered by the
         arbitrator or arbitrators may be entered in any court having
         jurisdiction thereof.  The decision of the arbitrators shall
         be made by majority vote and be final and absolute.  In any
         such arbitration, one arbitrator shall be selected by Group
         and one arbitrator shall be selected by Executive.  Each
         party shall have thirty (30) days from the receipt by one
         party of a notice from the other party of submission to
         arbitration to choose an arbitrator.  A third arbitrator
         shall be selected by the two (2) so chosen within ten (10)
         days of the selection of the most recently selected of the
         two arbitrators so chosen.  Failing action within any of
         such periods by any party or the arbitrators, any
         unappointed arbitrator or arbitrators shall be appointed by
         the American Arbitration Association (or its successor) upon
         application of any party or arbitrator.  The parties shall
         promptly furnish to the arbitrators such information as the
         arbitrators may reasonably request. The expenses of any
         arbitration proceeding shall be paid by Group (including
         Executive's attorney's fees and expenses) if Executive
         recovers any amount or otherwise obtains relief in such
         proceeding and by Executive (including Group's attorney's
         fees and expenses) if Executive initiated arbitration and

                                      19
<PAGE>   21
         there is a specific finding that Executive's claim was
         frivolous.  In all other circumstances, the expenses of such
         arbitration proceeding (not including attorney's fees and
         expenses, each party to bear such party's own attorney's
         fees and expenses) shall be divided equally. Arbitration
         shall take place in Nashua, New Hampshire, or such other
         place on which the parties shall agree. This Agreement and
         any arbitration proceeding are subject to N.H.R.S.A. ch.
         542.

12.      GENERAL.
         
12.1     This Agreement is personal and shall in no way be subject to
         assignment by Executive.

12.2     This Agreement shall be binding upon and shall inure to the
         benefit of Group and its successors and assigns either by
         merger, operation of law, consolidation, assignment,
         purchase or otherwise of a controlling interest in the
         business of Group and Executive, his heirs, executors,
         administrators, legal representatives, and permitted
         assigns.  Group agrees that a successor in interest by
         merger, operation of law, consolidation, assignment,
         purchase or otherwise of a controlling interest in the
         business of Group will be informed prior to such event of
         the existence of this Agreement.  Group shall require any
         successor (whether direct or indirect, by purchase, merger,
         operation of law, consolidation, assignment or otherwise of
         a controlling interest in the business, stock or other
         assets of Group) to assume expressly and agree to perform
         this Agreement.  Failure of Group to obtain such assumption
         and agreement prior to the effectiveness of any such
         succession shall be a breach of this Agreement and shall
         entitle Executive to such compensation and benefits in the
         same amount and on the same terms as he would be entitled
         hereunder in the event of a termination without Good Cause
         after a Change of Control, except that, for the purposes of
         implementation hereof, the date on which any such succession
         becomes effective shall be deemed to be the date on which
         Executive becomes entitled to such compensation and benefits
         from Group.

12.3     The parties intend this Agreement to be enforced as written.
         However, (i) if any portion or provision of this Agreement
         shall to any extent be declared illegal or unenforceable by
         a duly authorized court of competent jurisdiction, then the
         remainder of this Agreement, or the application of such
         portion or provision in circumstances other than those as to
         which it is so declared illegal or unenforceable, shall not

                                      20
<PAGE>   22
         be affected thereby, and each portion and provision of this
         Agreement shall be valid and be enforceable to the fullest
         extent permitted by law; and (ii) if any provision, or any
         part thereof, is held to be unenforceable because of the
         duration of such provision or the area covered thereby,
         Group and Executive agree that the court making such
         determination shall have the power to reduce the duration
         and/or area of such provision, and/or to delete specific
         words and phrases ("blue-pencilling") and in its reduced or
         blue-pencilled form such provision shall then be enforceable
         and shall be enforced.

12.4     All notices and communications required or permitted to be
         given hereunder shall be duly given by delivering the same
         in hand, by reputable overnight delivery service or by
         depositing such notice or communication in the mail, sent by
         certified or registered mail, return receipt requested,
         postage prepaid, as follows:

         If sent to Group:        Ekco Group, Inc.
                                  98 Spit Brook Road 
                                  Nashua, New Hampshire 03062 
                                  Attention: Executive Vice
                                  President, Secretary and General Counsel

         If sent to Executive:    To Executive's
                                  last address in
                                  the records of Group

         or such other address as either party furnishes to the other
         by like notice.

12.5     This Agreement constitutes the entire agreement and
         understanding between the parties in relation to the subject
         matter hereof.  There are no promises, representations,
         conditions, provisions or terms related thereto other than
         those set forth in this Agreement.  This Agreement
         supersedes all previous understandings, agreements and
         representations between Group and Executive regarding
         Executive's employment by Group, written or oral.

12.6     All captions in this Agreement are intended solely for the
         convenience of the parties, and none shall be deemed to
         affect the meaning or construction of any provision hereof.
         Any references in this Agreement to a section shall be
         deemed to include all subsections of that section unless
         specifically excluded.

                                      21
<PAGE>   23

12.7     No failure of Group or Executive to exercise any power
         reserved to it or him, respectively, by this Agreement, or
         to insist upon strict compliance by Executive or Group,
         respectively, with any obligation or condition hereunder,
         and no custom or practice of the parties at variance with
         the terms hereof, shall constitute a waiver of Group's or
         Executive's right, as the case may be, to demand exact
         compliance with any of the terms hereof.  Waiver by either
         party of any particular default by the other party hereto
         shall not affect or impair the waiving party's rights with
         respect to any subsequent default of the same, similar or
         different nature, nor shall any delay, forbearance or
         omission of either party to exercise any power or right
         arising out of any breach or default by the other party of
         any of the terms, provisions or covenants hereof, affect or
         impair its or his right to exercise the same, nor shall such
         constitute a waiver by Group or Executive, as the case may
         be, of any right hereunder, or the right to declare any
         subsequent breach or default and to terminate this Agreement
         prior to the expiration of its term.

12.8     This is a New Hampshire contract and shall be construed
         under and be governed in all respects by the law of the
         State of New Hampshire.

12.9     Executive shall not be required to mitigate the amount of
         any payment provided for in this Agreement by seeking other
         employment or otherwise, nor shall the amount of any payment
         provided for herein be reduced by any compensation earned by
         Executive as the result of employment by another employer or
         by retirement benefits after the date of termination or
         otherwise, except as specifically set forth herein.

12.10      No amendment or modification to this Agreement shall be       
         effective unless in writing and signed by both parties hereto. 
         This Agreement may be executed in any number of counterparts, and each
         such counterpart hereof shall be deemed to be an original instrument,
         but all such counterparts together shall constitute but one agreement.


         IN WITNESS WHEREOF, Group has caused this Agreement to be
executed and delivered by its duly authorized officer and its
corporate seal to be hereunto affixed and Executive has hereunto

                                      22
<PAGE>   24
set his hand and seal as of the day and year first written above
in duplicate originals.



                                  EKCO GROUP, INC.



                                  By /S/ ROBERT STEIN
                                     ------------------------------


                                     /S/ STUART W. COHEN
                                  ---------------------------------
                                  Executive



                                      23
<PAGE>   25
STUART COHEN                                            EXHIBIT A
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSUMPTIONS:
-----------
  <S>                                                                           <C>
  Termination on July 15, 1996.      1x or 2x severance benefit, as defined.
  Current market value of common stock          $15.000
                                                -------
     Adjusted cash salary                                                       $120,000 
     Less: car allowance                                                         ($7,000) 
     1995 salary increase                                                          7,000
       Adjusted Salary                                                           120,000
                                                                                --------
  Bonus:
     Current year target award                                                   $50,000 
     Target award for prior fiscal year                                           25,000 
     Amount paid or payable for prior year                                         5,000


</TABLE>
       Note: Executive elected to take 5% of bonus in cash, 50% in
       Restricted Stock and the balance in stock options.

         Relocation - Executive is partially relocated when terminated.

  Other: Executive participates in the Supplemental Executive Retirement Plan.
         Executive is granted stock options and is offered and purchases
         Restricted Stock.
         Executive participates in Employee Stock Purchase Plan, 401k and ESOP.

================================================================================

<TABLE>
<CAPTION>
TERMINATION BY GROUP WITHOUT GOOD CAUSE
---------------------------------------
<S>                                            <C>          <C>             <C>
LUMP SUM PAYMENT AMOUNT:                                       1x              2x
                                                               --              --

ADJUSTED SALARY                                             $120,000        $240,000

MAXIMUM PAYABLE UNDER 3.1.2

  Greatest of this year's target, last year's
   target or last year's actual award          $50,000        50,000         100,000 
   Other-completion of relocation per
   company policy                                              3,500           3,500

--------------------------------------------------------------------------------

</TABLE>

                                      24
<PAGE>   26


<TABLE>
<CAPTION>                           
MAXIMUM PAYABLE UNDER 3.1.3

  Supplemental Executive Retirement Plan:
MAXIMUM PAYABLE UNDER 3.1.4
  <S>                                       <C>                <C>             <C>
  Other compensation:
     Other Executive bonus plans                                    0               0 
     Restricted stock purchase plans:
       1995 grant                            16,000
       Number of years in cycle                   5
       Annualized grant                       3,200
       Market value on date of grant         $7.500
                                             ------
         Value of restricted stock           24,000            24,000          48,000           
                                             ------
       1996 grant                             5,000 
       Number of years in cycle                   5 
       Annualized grant                       1,000 
       Market value on date of grant         $8.000
                                             ------
         Value of restricted stock            8,000             8,000          16,000

     Stock option plans:
       Grant this fiscal year                 9,000
       Black Scholes value at date of grant   $3.50
                                              -----
       Value of option                       31,500            31,500          63,000 
     Other-Employee Stock Purchase Plan:
       # shares purchased this fiscal year    1,000
       Current market value                 $15.000
                                            -------
       Value of stock                        15,000
                                             ------
       benefit (15% discount from market)     2,250             2,250           4,500 
     Value of securities allocated to ESOP
      account in previous fiscal year
       Common shares allocated                  863
       Preferred shares allocated             1,423
       Allocation of unvested forfeited shares   14
                                                 --
         Total shares allocated               2,300
         Current market value               $15.000
                                            -------
         Value of ESOP shares allocated      34,500
         Dividends received not reflected
          above                                 184
                                                ---
         Total value of ESOP securities
          allocated                          34,684            34,684          69,368

</TABLE>

                                      25
<PAGE>   27

<TABLE>
<CAPTION>
  OTHER PAYMENTS:
     <S>                                      <C>   <C>             <C>
     Unpaid salary to date of termination               2,308           2,308

     Accrued vacation-weeks                       5
     Weekly rate                              2,308
                                              -----
       Total                                           11,538          11,538

     Unreimbursed expenses (if applicable)
       Gross up payment (if applicable)

         Total payment                               $287,780        $558,214
                                                     ========        ========
</TABLE>

                                      26