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                                                                    EXHIBIT 10.1
                                                                    ------------

                          SUBORDINATED PROMISSORY NOTE

$2,000,000.00                                              Date:  March 28, 1997

     FOR VALUE RECEIVED, AUSTIN PRODUCTS, INC., a Texas corporation (herein
called "Maker"), promises to pay to the order of EKCO CONSUMER PLASTICS, INC., a
Massachusetts corporation (herein together with any successors or assigns
collectively called "Payee"), in Worcester County, Massachusetts, the principal
sum of Two Million and No/100 Dollars ($2,000,000.00), together with interest on
the unpaid principal balance from time to time outstanding at a rate of ten
percent (10%) per annum.

     1. PAYMENT. Principal and interest to be paid as follows:

          a. INTEREST ONLY PERIOD. Interest only on the outstanding principal
balance shall be due and payable in quarterly installments of $50,000, beginning
on June 30, 1997, and continuing thereafter on the last day of each succeeding
September, December, March and June, through and including March 31, 1999.

          b. PRINCIPAL AND INTEREST PAYMENTS. After March 31, 1999, the
outstanding principal balance shall be due and payable in twelve (12) equal
quarterly installments of principal PLUS interest, commencing on June 30, 1999,
and continuing thereafter on the last day of each succeeding September,
December, March and June, with the final payment of all outstanding principal
and accrued interest thereon due on March 31, 2002.

     2. PREPAYMENT. Maker shall be entitled to prepay all or any part of the
principal of this Note prior to the date of maturity without premium or penalty.
All payments on this Note shall be applied first to the payment of the Payee's
costs and expenses, if applicable, second to the payment of the accrued and
unpaid interest, and then to the reduction of the principal balance hereof
(applied to the principal installments hereunder in inverse order of maturity).
Any prepayment shall not affect the obligation of Maker to make the scheduled
payments described above, if on each scheduled payment date the unpaid principal
balance thereof plus accrued interest is equal to or greater than the amount of
the scheduled payments.

     3. DEFAULT. The occurrence and continuance of any of the following
specified events shall constitute an "Event of Default:"

          (a) The failure to make any payment of interest,

SUBORDINATED
PROMISSORY NOTE                      -1-                                   EKCO


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principal or other amounts due pursuant to the terms of this Note on the due
date thereof (other than as a result of the suspension of payments as permitted
under the subordination provisions of Paragraph 5 below).

          (b) The Maker shall commence a voluntary case under 11 U.S.C.
[section]101 ET. SEQ. (the "Bankruptcy Code") or any foreign, federal or state
bankruptcy, insolvency or other similar law or hereafter in effect, or shall
consent to the entry of an order for relief in an involuntary bankruptcy or
similar case, or to the conversion of an involuntary case to a voluntary case,
under any such law, or shall consent to the appointment of or the taking of
possession by a receiver, trustee or other custodian for all or a substantial
part of its property, or the making by the Maker of any assignment for the
benefit of creditors, or the admission by the Maker in writing of its inability
to pay its debts as such debts become due.

          (c) A court shall enter a decree or order for relief in respect of the
Maker in an involuntary case under the Bankruptcy Code or any applicable
foreign, federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, which decree or order is not stayed or dismissed within 60
days of the entry thereof, or a decree or order of a court for the appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other person
having similar powers over the Maker, or over all or a substantial part of its
property, shall have been entered.

     Upon the occurrence and continuance of any Event of Default hereunder, (i)
the principal of and accrued interest on this Note may be declared to be
immediately due and payable, PROVIDED, HOWEVER, in the case of an Event of
Default described in paragraphs (b) or (c) above, the principal of and accrued
interest on this Note shall immediately become due and payable by the Maker
without notice, action or election by the Payee, (ii) any other amounts payable
by the Maker hereunder shall automatically become immediately due and payable by
the Maker, and (iii) the Payee may enforce any of its rights granted pursuant to
applicable law or equity, all of which shall be cumulative and not exclusive,
and may be exercised singly, repetitively, in any combination, and in any order.

     4. INTEREST ON PAST DUE FUNDS. All past due principal of, accrued interest
on and other charges due under this Note shall bear interest, from the due date
until paid, at a rate equal to the lesser of: (i) 14% and (ii) the highest rate
Payee is then entitled lawfully to charge under applicable law.

     5. UNSECURED NOTE; SUBORDINATION. Payee acknowledges and agrees that the
indebtedness evidenced by this Note is unsecured

SUBORDINATED
PROMISSORY NOTE                        -2-                                  EKCO


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and is subordinate to all "Primary Secured Debt" as provided herein. As used
herein, the term "PRIMARY SECURED DEBT" shall mean the secured indebtedness
described in the following clauses (whether outstanding at the date hereof or
hereafter incurred or created), including unpaid principal and unpaid interest
on such secured indebtedness as well as other obligations arising under the
promissory notes, loan agreements, deeds of trust, and security agreements
securing such secured indebtedness, and costs of collection, reasonable
attorneys' fees, and court costs relating to such secured indebtedness: (i) all
secured indebtedness of Maker to its senior secured lenders, currently COMERICA
BANK-Texas, providing primary financing for Maker's equipment, inventory and
working capital needs (or any successors or assigns of the foregoing); and (ii)
increases, renewals, extensions, refinancing, and refunding of any of the
foregoing with senior secured lenders. If any payments under this Note would
result in Maker being in "Default" (herein so called) under any Primary Secured
Debt instrument (including without limitation, any "Subordination Agreement",
herein so called, executed by Payee) or if Maker is otherwise in "Default"
(either a payment or covenant default) under any Primary Secured Debt
instrument, then payments under this Note shall be suspended for up to 120 days
for a payment Default and 90 days for a covenant Default (in either case, a
"Suspension Period"); provided (i) the suspension shall only apply to that
portion of the payment which would trigger the Default unless the Default is a
covenant Default or the Subordination Agreement executed by Payee bars all
payments during the Suspension Period, and (ii) at the end of the Suspension
Period, or if earlier as soon as payments can be made within the Suspension
Period without Maker being in such Default, such payment(s) shall resume
immediately (with all previously suspended payments being paid as soon as
possible, without triggering additional Defaults under the Primary Secured
Debt). During any Suspension Period, Maker shall provide within fifteen (15)
days of the date of the commencement of the suspension, a written explanation
detailing the reasons for such suspension. Notwithstanding anything contained
herein to the contrary, a new Suspension Period can not commence prior to the
expiration of thirty (30) days after the end of any previous Suspension Period.
Payee promises at any time and from time to time prior to the payment in full of
all amounts due under this Note to execute promptly one or more Subordination
Agreements in favor of any holder of Primary Secured Debt in conformity
herewith. During the term hereof, Maker shall timely deliver to Payee copies of
the unaudited (and audited, if applicable) consolidated, financial statements of
its parent corporation, Alpha Holdings, Inc., as delivered to is primary secured
lenders from time to time.

     6. COLLECTION COSTS. The Maker agrees to pay on demand

SUBORDINATED
PROMISSORY NOTE                        -3-                                 EKCO



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all out-of-pocket costs and expenses (including, without limitation, reasonable
attorneys' fees and costs) incurred or paid by the Payee in enforcing this Note.

     7. PLACE OF PAYMENT. All payments hereunder shall be made to Payee at     ,
or at such other address as Payee may from time to time designate in writing to
Maker.

     8. NO WAIVER OF RIGHTS. Payee's partial or complete exercise, delay, or
failure to exercise any of the options, rights, or powers granted to Payee
hereunder shall not constitute a waiver of the right to exercise the same or any
other option, right, or power at any subsequent time. Any rights or options of
Payee hereunder shall not be affected by any renewal or extension in the time of
payment hereof, or by any release or change in any security for the payment of
this Note, or by the acceptance in advance of due date of any payment hereunder,
or by any acceptance of a payment hereunder that is less than payment in full of
all amounts due and payable at the time of such payment regardless of the number
of such renewals, extensions, releases, changes, or acceptances.

     9. WAIVER OF NOTICE. Maker, and each surety, endorser, guarantor, and other
party liable for the payment of any sums of money payable on this Note,
severally waive presentment and demand for payment, protest, and notice of
protest, notice of intent to accelerate, notice of acceleration, and nonpayment
and all other notices in connection with this Note.

     10. LAWS GOVERNING. This Note shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.

     11. HEADINGS. The titles and headings of paragraphs are included for
convenience of reference only and are not to be considered in construing the
provisions of this Note.

     12. COURSE OF DEALING; ENTIRE AGREEMENT. No course of dealing or other
conduct, no oral agreement or representation made by the Payee, or usage of
trade shall operate as a waiver of any right or remedy by the Payee. This Note
contains the entire agreement between the parties with respect to the subject
matter hereof, and supersedes every course of dealing, other conduct, oral
agreement or representation previously made by the Payee. No waiver, amendment
or forbearance of any of the terms of this Note, or the rights and remedies of
the Payee hereunder, shall be effective unless made specifically in a writing
signed by the Payee.

     13. SUCCESSORS AND ASSIGNS. The Note is a binding obligation enforceable
against the Maker and its successors and

SUBORDINATED
PROMISSORY NOTE                        -4-                                 EKCO


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assigns and shall inure to the benefit of the holder hereof and its successors
and assigns. This Note may be assigned by the Payee without the consent of the
Maker.

     14. SEVERABILITY. In the event that any court of competent jurisdiction
shall determine that any provision, or any portion thereof, contained in this
Note shall be unenforceable in any respect, than such provision shall be deemed
limited to the extent that such court deems it enforceable, and the remaining
provisions of this Note shall nevertheless remain in full force and effect.

     15. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be addressed to the receiving party's
address set forth below or to such other address as a part may designate by
notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex,
telecopy or facsimile transmission, (iii) sent by recognized overnight courier,
or (iv) sent by registered or certified mail, return receipt requested, postage
prepaid.

     If to the Maker:  Austin Products, Inc.
                       1500 Three Lincoln Centre
                       5430 LBJ Freeway
                       Dallas, TX  75240
                       Attn:  President
                       Fax No.: (972) 701-0530

     With a copy to:   KRONEY SILVERMAN MINCEY, INC.
                       1210 Three Forest Plaza
                       12221 Merit Drive
                       Dallas, TX  75251
                       Attn:  James M. Mincey, Jr., Esq.
                       Fax No.: (972) 701-0307

     If to the Payee:  Ekco Group, Inc.
                       98 Spit Brook Road, Suite 102
                       Nashua, NH  03062
                       Attn:  Chief Executive Officer
                       Fax No.: (603) 888-1427

     With a copy to:   Ekco Group, Inc.
                       98 Spit Brook Road, Suite 102
                       Nashua, NH  03062
                       Attn:  Jeffrey A. Weinstein, Esq.
                       Fax No.: (603) 888-1427

     And to:           Mintz, Levin, Cohn, Ferris,
                       Glovsky and Popeo, P.C.
                       One Financial Center
                       Boston, MA  02111

SUBORDINATED
PROMISSORY NOTE                        -5-                                 EKCO


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                       Attn:  Peter F. Demuth, Esq.
                       Fax No.: (617) 542-2241

EXECUTED as of the date first above written.

                                 Maker:

                                 AUSTIN PRODUCTS, INC.



                                 By: /s/ Jack R. Rigby
                                     ----------------------------
                                     Jack R. Rigby, President



SUBORDINATED
PROMISSORY NOTE                        -6-                                EKCO