<PAGE>   1
                                                                    Exhibit 10.2
                                                                    ------------

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                                    BETWEEN

                                EKCO GROUP, INC.

                                      AND

                              JEFFREY A. WEINSTEIN

                                     AS OF

                                  May 25, 1995



<TABLE>
<CAPTION>
SECTION                                                PAGE
-------                                                ----
  <S>                                                     <C>
  1.  Employment                                          1

  2.  Principal Location                                  1

  3.  Compensation                                        2

  4.  Reimbursement of Expenses, Medical
      Examinations and Automobile Benefits                3

  5.  Term and Termination                                4

  6.  Letter of Credit                                    12

  7.  Additional Insurance at Group's Option              13

  8.  Gross-Up Payments                                   14

  9.  Confidentiality and Non-Competition                 14

  10. Definitions                                         17

  11. Arbitration                                         22

  12. General                                             23
</TABLE>

<TABLE>
<CAPTION>
                                                        EXHIBIT
                                                        -------
  <S>                                                     <C>
  Letter of Credit                                        A

  Example of Calculation of Severance Payment             B
</TABLE>

C:\EMARK\WORK\91395JWE.WPD
<PAGE>   2
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         AMENDED AND RESTATED AGREEMENT made as of the 25th day of
May, 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 Jeffrey A. Weinstein
("Executive"), of 22 Nathan Lord Road, Amherst, New Hampshire
03031.

         WHEREAS, Executive is currently employed by Group pursuant
to a Restated Employment Agreement dated as of April 18, 1994;
and

         WHEREAS, Group and Executive desire to amend and restate the
terms and conditions of Executive's employment by Group as set
forth in this Agreement;

         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 Executive
         Vice President, Secretary and General Counsel 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 shall perform the duties of
         his office generally in, and shall not be obligated to
         maintain his office in any place other than, Nashua, New

                                      1
<PAGE>   3
    Hampshire or within the metropolitan Boston, Massachusetts
    area, provided, however, that Executive shall be obligated
    to take such trips outside of such area as shall be
    reasonably necessary in connection with his duties and Group
    shall pay all reasonable costs of travel and living expenses
    incurred in connection therewith.  Furthermore, if Group's
    principal executive office is relocated to a location
    outside Nashua, New Hampshire or the greater Boston
    metropolitan area, Executive shall, subject to his rights
    upon receipt by Executive of a Relocation Notice (as
    defined) under Section 5.2.4 or an event of Constructive
    Termination following a Change of Control under Section
    5.3.4, be obligated to perform his duties at such relocated
    principal office and 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 Two Hundred Nineteen
         Thousand Six Hundred Dollars ($219,600)(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, split-dollar life, long term
         and short term disability, medical, dental and other
         insurance, retirement, including, but not limited to,

                                      2
<PAGE>   4
         Group's Executive Supplemental Retirement Plan,
         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 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 this Section 3.1.3, 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, Medical Examinations and
     ---------------------------------------------------
     Automobile Benefits.
     -------------------
     
4.1  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.
     
4.2  Without limiting the generality of the foregoing Section
     4.1, Group shall furnish Executive with an automobile owned
     or leased by Group, comparable in value to the automobile
     Executive is provided by Group as of the date hereof,
     together with fuel and maintenance, for use by Executive
     primarily in connection with the performance by Executive of
     his duties under this Agreement and primarily for the
     benefit of Group.  Unless Executive otherwise agrees, such
     automobile shall be exchanged by Group for a new automobile
     no less frequently than once every three (3) years or once
     the automobile's odometer reaches 50,000 miles or more,
     whichever occurs first, during the term of employment of
     Executive pursuant to this Agreement and any renewal hereof.

                                      3
<PAGE>   5

4.3   Group shall reimburse Executive for annual comprehensive
      physical examinations, including the costs of any and all
      tests, procedures and consultations as may be required by a
      medical doctor or doctors chosen by Executive for such
      purposes.
      
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
         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 three (3) year Lump Sum Payment Amount;

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

                                      4
<PAGE>   6

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 three (3) 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  The automobile benefits set forth in Section 4.2 of
         this Agreement, and the option, exercisable by
         Executive at any time prior to the end of the period
         set forth below in this Section 5.2.3.6, to purchase
         the Group-provided automobile at a price equal to the
         greater of (a) the depreciated value as carried on the
         books of Group as of the date of purchase, or (b)
         eighty percent (80%) of the wholesale value of the
         automobile as of the date of purchase ("Automobile
         Benefits").  The foregoing Automobile Benefits shall be
         for a period of three (3) years from the date of
         termination; and

5.2.3.7  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.

5.2.4    However, if such notice is given within ninety (90)
         days after a proposal by Group to geographically
         relocate Executive without Executive's consent to an
         office (whether or not the principal office of Group)
         outside Nashua, New Hampshire or the metropolitan
         Boston, Massachusetts area (a "Relocation Notice"),
         then upon such termination by Executive pursuant to

                                      5
<PAGE>   7
         this Section 5.2.4, Group shall provide and Executive
         (or his Estate) shall be entitled to receive:

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

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

5.2.4.3  Medical, Dental and Life Insurance Coverage
         Continuation for a period of two years from the date of
         termination;

5.2.4.4  Accrued and Unpaid Salary and Expenses;

5.2.4.5  Outplacement Benefits;

5.2.4.6  Automobile Benefits for a period of two (2) years from
         the date of termination; and

5.2.4.7  In the event of termination as provided in this Section
         5.2.4, Executive shall not be entitled to payments
         under both this Section 5.2.4 and Section 5.3.4.2.  Any
         compensation payable under this Section 5.2.4 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 5.2.4, the
         provisions of this Section 5.2.4 and not the provisions
         of Section 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 5.2.4.

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
         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

                                      6
<PAGE>   8
          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 two (2) year Lump Sum Payment Amount payable within
          thirty (30) days of the date of termination;
          
5.3.3.1.2 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 two (2) years from the
          date of termination;
          
5.3.3.1.4 Accrued and Unpaid Salary and Expenses;

5.3.3.1.5 Outplacement Benefits;

5.3.3.1.6 Gross-Up Payment; and

5.3.3.1.7 Automobile Benefits for a period of two (2) years from
          the date of termination.

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

                                      7
<PAGE>   9
          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
          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 three (3) 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,

                                      8
<PAGE>   10
          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 three (3) years from the
          date of termination;

5.3.4.2.4 Accrued and Unpaid Salary and Expenses;

5.3.4.2.5 Outplacement Benefits;

5.3.4.2.6 Gross-Up Payment; and

5.3.4.2.7 Automobile Benefits for a period of three (3) years
          from the date of termination.

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
          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

                                      9
<PAGE>   11
         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
         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

                                      10
<PAGE>   12
         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
         thirty-six (36) 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 thirty-six (36) months following the date of
         termination under any disability policy the premiums
         for which have been paid by Group or any Affiliate.
         During such thirty-six (36) 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 thirty-six
         (36) months 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

                                      11
<PAGE>   13
         of Executive's death during such period of thirty-six
         (36) months;

5.5.3.2  Medical, Dental and Life Insurance Coverage
         Continuation for a period of three (3) years 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;

5.5.3.5  Outplacement Benefits; and

5.5.3.6  Automobile Benefits for a period of three (3) years
         from the date of termination.

6.  LETTER OF CREDIT.  In order to assure Executive the prompt
    payment of amounts due him under Section 5 of this
    Agreement, Group agrees to continue to secure and to keep in
    place one or more irrevocable letter(s) of credit from Fleet
    Bank of Massachusetts, N.A. or another bank reasonably
    acceptable to Executive in the initial amount of four (4)
    times Executive's Adjusted Salary, in substantially the form
    of Exhibit A, or upon other terms reasonably acceptable to
    Executive, which shall allow Executive (or his legal
    representative) to draw down amounts due him under Section 5
    of this Agreement upon certification by Executive (or his
    legal representative) that payments are due him pursuant to
    this Agreement.  The amount of the letter(s) of credit shall
    be adjusted at least annually to reflect changes in
    Executive's salary, so that it shall at all times be at
    least four (4) times the Adjusted Salary.  In addition, the
    letter(s) of credit (or a separate letter of credit) shall
    include an amount which Group, in its reasonable judgment,
    determines is necessary to secure Group's obligations under
    any stock appreciation right plan or other equity-linked
    plan (other than the ESOP), provided, however, that such
    amount need not include any amount with respect to stock
    options, restricted stock subject to repurchase rights, or
    any equity plan giving Executive ownership of shares.  An
    initial determination of the amount necessary to secure such
    equity-linked obligations shall be made on the date of grant
    to Executive of such equity-linked right, and the amount
    shall subsequently be adjusted at least annually to reflect
    the value on such date of such rights.  A failure by Group

                                      12
<PAGE>   14
     to keep such letter(s) of credit in effect, or to renew or
     to make alternate arrangements to secure its obligations in
     the amount required hereunder, by way of an escrow
     agreement, trust, or other device, which arrangements shall
     be reasonably satisfactory to Executive, at least thirty
     (30) days prior to the expiration date of the letter(s) of
     credit or any such alternate arrangement shall constitute an
     event of default under this Agreement entitling Executive,
     after written notice to Group and the passage of a ten (10)
     day cure period without such default being cured, to all of
     the benefits accorded to him in the event of a termination
     by Group without Good Cause after a Change of Control
     pursuant to Section 5, without, however, the requirement
     that Executive terminate his employment hereunder. Group
     agrees to notify Executive within three (3) business days of
     any failure or inability to maintain or renew such letter(s)
     of credit or other device adopted pursuant to this Section.
     Notwithstanding the foregoing, at the election of the Board
     of Directors of Group by resolution of such Board 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, the obligation to maintain letter(s) of credit shall
     be relieved to the extent amounts are contributed to a trust
     or trusts under the terms of which such amounts are
     specifically earmarked as security for payment of
     obligations under this Agreement and are at all times at
     least four (4) times the Adjusted Salary.  Such trust or
     trusts may contain a provision that its funds will be
     returned to Group so as to be available to its general
     creditors in the event of the bankruptcy of Group.  Group
     agrees that it will not take any action to prevent, hinder
     or delay the exercise by Executive of his rights to exercise
     the security provisions provided in this Section 6 and,
     further, agrees to cooperate with Executive as may be
     necessary to enable Executive to exercise and obtain the
     benefits of such security provisions, in the absence of
     fraudulent or unlawful conduct on the part of Executive with
     respect to such exercise.
     
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

                                      13
<PAGE>   15
     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
     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 after which Group shall pay
     Executive such adjustment, as provided above, 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.

                                      14
<PAGE>   16

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
     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

                                      15
<PAGE>   17
      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
      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.

                                      16
<PAGE>   18

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 twenty-four (24) months following the date
      of 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 twenty-four (24) 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:

                                      17
<PAGE>   19

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
         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)
         provided in the form of restricted stock or stock options
         beginning on January 1, 1995.

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 Amended and Restated
         Employment Agreement.

10.6       "Automobile Benefits" shall have the meaning set forth in
         Section 5.2.3.6 for the number of years specified in
         Sections 5.2.3.6, 5.2.4.6, 5.3.3.1.7, 5.3.4.2.7 and 5.5.3.6,
         respectively.

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

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

10.9       "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

                                      18
<PAGE>   20
        (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
        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.

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

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

10.12     "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.

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

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

                                      19
<PAGE>   21

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

10.16     "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.

10.17     "Good Cause" shall mean and be limited to a material     
        breach of any of Executive's obligations under Section 1 or 9
        hereof, or any action by Executive during the term of this Agreement
        involving willful malfeasance or gross (but not simple) negligence on
        the part of Executive in a material respect. 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 such material breach 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.

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

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

10.20     "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

                                      20
<PAGE>   22
         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
         Executive, or if no such allocation was made, the amount, if
         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 B 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.

10.21     "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, 5.2.4.3, 5.3.3.1.3, 5.3.4.2.3 and 5.5.3.2, 
         respectively, following such date of termination.  If and to

                                      21
<PAGE>   23
         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
         of such coverage allocable to Executive under the group or
         other policy covering him prior to termination.

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

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.

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

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

                                      22
<PAGE>   24
         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
         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

                                      23
<PAGE>   25
         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
         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: President and Chief
                                  Executive Officer

         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

                                      24
<PAGE>   26
         representations between Group and Executive regarding
         Executive's employment by Group, written or oral.  The
         parties hereto acknowledge the existence of a certain
         Restated Employment Agreement dated as of April 18, 1994
         between the parties hereto.  Upon this Agreement becoming
         effective, this Agreement shall replace, supersede and be a
         substitute for the Restated Employment Agreement as so
         amended.

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.

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.

                                      25
<PAGE>   27

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 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/ JEFFREY A. WEINSTEIN
                                   ---------------------------------
                                   Executive




                                      26
<PAGE>   28
                                   EXHIBIT A

                                     DOCUMENTARY CREDIT NO.________
                                     DATE OF ISSUE           , 199__

ISSUING BANK:                        APPLICANT:
FLEET BANK OF MASSACHUSETTS, N.A.    EKCO GROUP, INC.
    (Address of Bank)                98 SPIT BROOK ROAD
------------------------             SUITE 102
---------------                      NASHUA, NH 03062
---------------                      ATTN:_________

ADVISING BANK:                       BENEFICIARY:
                                     (Name & Address of Executive)
                                     -----------------------------

                                     _________________
                                    
                                     _________________


                                     ACCOUNTING/CURRENCY:
                                     UP TO USD________

                                     UP TO__________
                                     US DOLLARS

                                     DATE AND PLACE OF EXPIRY:
                                     _______, 199- AT THE

                                     ISSUING BANK

Dear Sir:

By the order of Ekco Group, Inc. we hereby open in your favor our Irrevocable
Credit for the account of Ekco Group, Inc. for a sum or sums not exceeding a
total of US $__________________(_________________US DOLLARS) available by your 
draft(s) at SIGHT on Fleet Bank of Massachusetts, N.A.,_______ , Massachusetts 
___________effective _______, 199_ and expiring at __________, Massachusetts on
______, 199_ .

Drafts must be accompanied by:

1.  The original Letter of Credit and any amendments thereto, if any.

                                      27
<PAGE>   29

2.  Your signed statement as follows:  "I certify that the amount of my draft
represents funds due me under Section ______ (insert section number) of a
certain Amended and Restated Employment Agreement dated as of          , 199__,
between myself and Ekco Group, Inc., as such agreement may hereafter be amended
and/or restated, demand for payment has been made, and payment has not been
received by me from Ekco Group, Inc. or any other source."

Each draft must bear upon its face the clause:  "Drawn under Letter of Credit
No. _______, dated of Fleet Bank of Massachusetts, N.A."

We hereby agree with you that drafts drawn under and in compliance with the
terms of this Letter of Credit will be duly honored if presented to Fleet Bank
of Massachusetts, N.A.______________, on or before (expiration date) 
__________, 199__.

This Letter of Credit sets forth in full terms of our undertaking, and this
undertaking shall not in any way be modified, amended or limited by reference
to any document, instrument or agreement referred to herein or in which this
Letter of Credit is referred to or to which this Letter of Credit relates,
except for the certificate and the sight draft referred to herein and any such
reference shall not be deemed to incorporate herein by reference any document,
instrument or agreement, except for such certificate and such sight draft.

Communications with respect to this Letter of Credit shall be in writing and
shall be addressed to us, if by registered mail to Fleet Bank of Massachusetts,
N.A.,______________, Massachusetts ______________, Attention: _____________, 
or if by courier to Fleet Bank of Massachusetts, N.A.,_______________ , 
Massachusetts ______________, Attention _____________, specifically referring 
to the number of this Letter of Credit.

Except so far as otherwise expressly stated herein, this Letter of Credit is
subject to the "Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication 500 and engages us in
accordance with its terms.


            _________________________           _________________________
            Authorized Signature                Authorized Signature


                                      28
<PAGE>   30
JEFFREY A. WEINSTEIN                                         EXHIBIT B

<TABLE>
<CAPTION>
ASSUMPTIONS:
-----------
  <S>                                                                           <C>
  Termination on July 15, 1996.      2x or 3x severance benefit, as defined.
  Current market value of common stock          $15.000
                                                -------
     Adjusted cash salary                                                       $120,000
     1995 salary increase                                                          6,000
     1996 salary increase                                                          7,000
                                                                                   -----
       Adjusted Salary                                                           133,000
                                                                                 -------

  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:                                          2X              3X
                                                                  --              --

ADJUSTED SALARY                                                $266,000        $399,000

MAXIMUM PAYABLE UNDER 3.1.2

  Greatest of this year's target, last year's
   target or last year's actual award          $50,000          100,000         150,000
  Other-completion of relocation per
   company policy                                                 3,500           3,500
</TABLE>

                                      29
<PAGE>   31
<TABLE>
<CAPTION>
MAXIMUM PAYABLE UNDER 3.1.3
<S>                                                  <C>                <C>             <C>
  Supplemental Executive Retirement Plan:

     Increase in SERP value during severance period                     15,600          21,300

Maximum payable under 3.1.4

  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            48,000          72,000
       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            16,000          24,000

     Stock option plans:
       Grant this fiscal year                          9,000
       Black Scholes value on date of grant            $3.50
                                                       -----
       Value of option                                31,500            63,000           94,500
     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             4,500            6,750
     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            69,368          104,052
</TABLE>

                                      30
<PAGE>   32


<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                                      $559,814    $888,948
                                                            ========    ========
</TABLE>

                                      31