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                                                         EXHIBIT 10.4
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                                EKCO GROUP, INC.
                        1988 DIRECTORS' STOCK OPTION PLAN

I. DEFINITIONS AND PURPOSES

     A.   DEFINITIONS

          Unless otherwise specified or unless the context otherwise requires,
          the following terms, as used in this 1988 Directors' Stock Option
          Plan, have the following meanings:

          (1)  "COMPANY" means Ekco Group, Inc.

          (2)  "PLAN" means this 1988 Directors' Stock Option Plan.

          (3)  "BOARD OF DIRECTORS" means the Board of Directors of the Company,
               except to the extent the Board of Directors delegates its
               authority to a committee of the Board of Directors.

          (4)  "AFFILIATE" means a corporation which owns at least fifty percent
               (50%) of the outstanding capital stock of the Company, directly
               or indirectly, or a corporation in which the Company or an
               Affiliate, directly or indirectly, owns at least fifty (50%) of
               the outstanding capital stock of such corporation.

          (5)  "OUTSIDE DIRECTOR" means any Director of the Company who is not
               an employee of the Company or of an Affiliate at the time of the
               grant of the Option, who has not been an employee of the Company
               or of an Affiliate at any time within one (1) year prior to such
               time of grant and who has been elected to serve as a Director by
               the Company's stockholders.

          (6)  "OPTION" means a right or option granted under the Plan.

          (7)  "OPTION AGREEMENT" means an agreement between the Company and a
               Participant executed and delivered pursuant to the Plan.

          (8)  "PARTICIPANT" means an Outside Director to whom an Option is
               granted under the Plan, or, where the context requires, his or
               her legal representative.

(Rev. 03-19-98)
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          (9)  "PARTICIPANT'S SURVIVORS" means a deceased Participant's legal
               representatives and/or any person or persons who acquired the
               Participant's rights to an Option by will or by the laws of
               descent and distribution.

          (10) "SHARES" means the following shares of the capital stock of the
               Company as to which Options have been or may be granted under the
               Plan: Common Stock, $0.01 par value, or any shares of capital
               stock into which the Shares are changed or for which they are
               exchanged within the provisions of Article VII of the Plan. The
               shares issued upon exercise of Options granted under the Plan may
               be authorized and unissued shares or shares held by the Company
               in its treasury, or both.

     B.   PURPOSES OF THE PLAN:

               The Plan is intended to encourage ownership of shares by Outside
               Directors in order to attract such Outside Directors, to induce
               such Outside Directors to remain as Directors of the Company and
               to provide additional incentive for such Outside Directors to
               promote the success of the Company.

II.  SHARES SUBJECT TO THE PLAN

     The aggregate number of Shares as to which Options may be granted from time
     to time shall be 600,000 Shares as of the date of adoption of this Plan
     (and the equivalent of stock-split, stock dividend, combination,
     recapitalization or similar transaction effected after such date).

     If an Option ceases to be "outstanding", in whole or in part, the Shares
     which were subject to such Option shall be available for the granting of
     other Options under the Plan. Any Option shall be treated as "outstanding"
     until such Option is exercised in full or terminates or expires under the
     provisions of the Plan or by agreement of the parties to the pertinent
     Option Agreement. The aggregate number of Shares as to which Options may be
     granted shall be subject to change only by means of an amendment of the
     Plan duly adopted by the Company and approved by the stockholders of the
     Company within twelve (12) months before or after the date of the adoption
     of any such amendment, subject to the provisions of Article VII.

III. ELIGIBILITY FOR PARTICIPATION

     Each Participant must be an Outside Director of the Company at the time an
     Option is granted. Upon the later of the approval of this Plan by the Board
     of Directors of the Company or the date on which he or she becomes an
     Outside Director (the "Grant Date"), each Outside Director shall be
     automatically granted an Option with an exercise price equal to the fair
     market value of a Share determined as set forth in subparagraph A(2) of
     Article IV below and for that number of Shares as is determined

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     by dividing (i) $100,000 by (ii) the fair market value of a Share
     determined as set forth in subparagraph A(2) of Article IV, rounded to the
     nearest whole Share, but in no event to be greater than 50,000 Shares. No
     Outside Director shall be entitled to be granted more than one Option
     pursuant to this Plan.

IV.  TERMS AND CONDITIONS OF OPTIONS

     Each Options shall be set forth in an Option Agreement substantially in the
     form hereto annexed and marked Exhibit A, duly executed on behalf of the
     Company and by the Participant to whom such Option is granted. No Option
     shall be exercisable unless an Option Agreement shall have been duly
     executed on behalf of the Company and by the Participant. Each such Option
     Agreement shall be subject to at least the following terms and conditions:

     A.   EXERCISE PRICE:

     (1)  The exercise price (per share) of the Shares covered by each Option
          shall be the "fair market value" as hereinafter defined (per share) of
          the Shares, determined as of the Grant Date.

     (2)  For purpose of the foregoing subparagraph (1), fair market value shall
          be determined as follows. If such Shares are then listed on any
          national securities exchange, the fair market value shall be the mean
          between the high and low sales prices, if any, on the largest such
          exchange on which such prices were reported for the Grant Date, or, if
          none, on the most recent trade date thirty (30) days or less prior to
          the Grant Date for which such prices are reported. If the Shares are
          not then listed on any such exchange, the fair market value of such
          shares shall be the mean between the closing "Bid" and the closing
          "Ask" prices, if any, as reported in the National Association of
          Securities Dealers Automated Quotation System ("NASDAQ") for the Grant
          Date, or if none, on the most recent trade date thirty (30) days or
          less prior to the Grant Date for which such quotations are reported.
          If the Shares are not then either listed on any such exchange or
          quoted in NASDAQ, the fair market Value shall be the mean between the
          average of the "Bid" and the average of the "Ask" prices, if any, as
          reported in the National Daily Quotation Service for the Grant Date,
          or if none, for the most recent trade date thirty (30) days or less
          prior to the Grant Date for which such quotations are reported. If the
          fair market value cannot be determined under the preceding three
          sentences, it shall be determined in good faith by the Board of
          Directors.

     B.   NUMBER OF SHARES:

          Each Option shall be for that number of Shares as is determined by
          dividing (i) $100,000 by (ii) the fair market value determined as set
          forth in subparagraph A(2) of Article IV above, rounded to the

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          nearest whole Share, but in no event to be greater than 50,000 Shares.

     C.   TERM OF OPTION:

          Each Option shall terminate ten (10) years from the Grant Date
          thereof, and shall be subject to earlier termination as herein
          provided.

     D.   DATE OF EXERCISE:

          Each Option shall become exercisable immediately upon grant, within
          its prescribed term subject to the provisions of Paragraphs G, H and
          I below.

     E.   REPURCHASE RIGHTS:

     (1)  Notwithstanding the provisions of the forgoing Paragraph D and except
          as otherwise provided herein or in the Option Agreement, if a
          Participant ceases to be a Director of the Company for any reason,
          then the provisions set forth below in this Paragraph E shall apply to
          the Shares purchased by the Participant pursuant to his or her Option.
          If such termination occurs:

               (i) during the period on or after the Grant Date for such Option
               and before the date which is twelve months thereafter (the "First
               Anniversary Date") and the Participant has theretofore exercised
               the Option for any Shares, then the Company shall purchase those
               Shares from the Participant at the price by him or her upon
               exercise;

               (ii) during the period on or after the First Anniversary Date and
               before the Date which is twelve months thereafter (the "Second
               Anniversary Date") and the Participant has theretofore exercised
               the Option for more than one-third (1/3) of the number of Shares
               which may be purchased pursuant to such Option, the Company shall
               purchase any excess over such amount of Shares so determined from
               the Participant at the price paid by him or her upon exercise;
               and

               (iii) during the period on or after the Second Anniversary Date
               and before the date which is twelve months thereafter (the "Third
               Anniversary Date") and the Participant has heretofore exercised
               the Option for more than two-thirds (2/3) of the number of Shares
               which may be purchased pursuant to such Option, the Company shall
               purchase any excess over such amount of Shares so determined from
               the Participant at the price paid by him or her upon exercise.

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     (2)  Notwithstanding the foregoing, in the event the Participant ceases to
          be a Director of the Company as a result of death, the Purchase
          Obligation (as hereinbelow defined) shall cease and terminate.

     (3)  Notwithstanding the foregoing provisions of this Paragraph E, but
          subject to the other provisions of this Plan, the Purchase Obligation
          shall cease and terminate in the event of, and immediately upon, a
          Change of Control that occurs at any time before the Participant has
          ceased to be a director of the Company. As used herein, a "Change of
          Control" 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) becomes the beneficial owner (within the
          meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
          amended) of securities of the Company representing thirty percent
          (30%) or more of the combined voting power of the Company's then
          outstanding securities; or (ii) if the stockholders of the company
          approve any merger of, or consolidation involving, the Company in
          which the Company's stock is converted into securities of another
          corporation or into cash and such merger or consolidation shall be
          consummated, or the stockholders of the Company approve any plan of
          complete liquidation of the Company (whether or not in connection with
          a sale of all or substantially all of the Company's assets) and such
          liquidation is consummated, excluding in each case a transaction
          solely for the purpose of reincorporating the Company in a different
          jurisdiction or recapitalizing the Company's stock or a merger of the
          Company in which the holders of the voting stock of the Company
          immediately prior to the merger have the same proportionate ownership
          of voting stock of surviving corporation immediately after the merger.

     (4)  The obligation of the Company to purchase Shares pursuant to this
          Paragraph E is hereinafter referred to as the "Purchase Obligation"
          and such Shares are hereinafter referred to as the "Purchase Stock."

     F.   MEDIUM OF PAYMENT:

          The Option price shall be payable upon the exercise of the Option by
          check payable to the Company or by cash.

     G.   TERMINATION OF DIRECTORSHIP:

          A Participant who ceases to be a Director of the Company (for any
          reason other than death or termination for cause) may exercise any
          Option granted to such Participant, but only within six (6) months and
          one (1) day after the date on

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          which the Participant ceased to be a Director, provided, however, (i)
          in no event may the Option be exercised any later than the prescribed
          term of the Option, and (ii) immediately upon such Participant ceasing
          to be a Director such Participant's Option shall cease to be
          exercisable for any number of Shares which if purchased immediately
          following such termination would be subject to the Company's Purchase
          Obligation. The provisions of this paragraph, and not the provisions
          of Paragraph H of this Article IV, shall apply to a Participant who
          subsequently dies after the termination of his or her Directorship;
          however, in the case of a Participant's death, the Participant's
          Survivors may exercise the Option within six (6) months after the date
          of the Participant's death, but in no event beyond the prescribed term
          of the Option.

          A Participant whose Directorship is terminated for "cause" shall
          forthwith upon such termination cease to have any right to exercise
          any Option. For purposes of this paragraph, "cause" shall be deemed to
          include (but shall not be limited to) dishonesty with respect to the
          Company or any Affiliate, substantial malfeasance or non-feasance of
          duty, unauthorized disclosure of confidential information, or conduct
          substantially prejudicial to the business or reputation of the Company
          of any Affiliate. The determination of the Board of Directors as to
          the existence of cause, after notice to the Participant and an
          opportunity to be heard, shall be conclusive on the Participant and
          the Company.

     H.   DEATH:

          In the event of the death of a Participant to whom an Option has been
          granted while the Participant is a Director of the Company, such
          Option, to the extent not exercised by the Participant's Survivor's,
          if at all, within one (1) year after the date of death of such
          Participant or, if earlier, within the prescribed term of the Option,
          notwithstanding that the decedent might have been able to exercise the
          Option as to some or all of the Shares on a later date if the
          Participant were alive and had continued to be a Director of the
          Company.

     I.   EXERCISE OF OPTION AND ISSUE OF SHARES:

          An Option may be exercised by giving written notice to the Company.
          Such written notice shall be signed by the person exercising the
          Option, shall state the number of shares with respect to which the
          Option is being exercised and shall contain any warranty required by
          Article VI. Reasonably promptly following receipt by the Company of
          such written

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          notice, the Company shall give notice to the person exercising the
          Option of a date for delivery of the Option Shares to such person,
          against payment of the Option price. In determining what constitutes
          "reasonably promptly", it is expressly understood that the delivery of
          the Option Shares may be delayed by the Company in order to comply
          with any law or regulation which requires the Company to take any
          action with respect to the Option Shares prior to the issuance
          thereof, whether pursuant to the provisions of Article VI or
          otherwise. The option Shares shall, upon delivery, be evidenced by an
          appropriate certificate or certificates for paid-up non-assessable
          Shares.

     J.   RIGHTS AS A STOCKHOLDER:

          No Participant to whom an Option has been granted nor any of
          Participant's Survivors shall have rights as a stockholder with
          respect to any to any Shares covered by such Option except after due
          exercise of the Option and tender of the full exercise price for the
          Shares being purchased pursuant to such exercise.

     K.   ASSIGNABILITY AND TRANSFERABILITY OF OPTION:

          By its terms, an Option granted to a Participant shall not be
          transferable by the Participant otherwise than (i) by will or by the
          laws of descent and distribution in accordance with the foregoing
          Paragraphs G and H of this Article IV, or (ii) as otherwise determined
          by the Board of Directors and set forth in the applicable Option
          Agreement. The designation of a beneficiary of an Option by a
          Participant shall not be deemed a transfer prohibited by this
          Paragraph K. Except as provided above, an Option shall be exercisable,
          during the Participant's lifetime, only by such Participant (or his or
          her legal representative). No Option shall be assigned, pledged or
          hypothecated in any way (whether by operation of law or otherwise) and
          no Option shall be subject to execution, attachment or similar
          process. Any attempted transfer, assignment, pledge, hypothecation or
          other disposition of any Option or of any rights granted thereunder
          contrary to the provisions of this Paragraph K, or the levy of any
          attachment or similar process upon an Option or such rights, shall be
          null and void.

V.    RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE OBLIGATION

     (1)  Any Shares which are subject to a Purchase Obligation shall not be
          transferred by the Participant except as permitted herein. Until the
          termination of the Option Agreement, the Shares which are subject to a
          Purchase Obligation may not be

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          transferred by the Participant unless and until the transferee agrees,
          in a form satisfactory to the Company, to be bound by the Option
          Agreement and to sell any transferred Shares to the Company as
          provided herein and in the Option Agreement.

     (2)  If a Participant ceases to be a Director and such Participant holds
          any Purchase Stock, then within sixty (60) days following the date a
          Participant ceases to be a Director, the Company shall give to each
          Participant a written notice specifying a date for the Closing for the
          purchase by the Company of the Purchase Stock, which date shall not be
          more than ten (10) business days after the giving of such notice. The
          Closing shall take place at the Company's principal offices in New
          Hampshire, or such other location as the Company may reasonably
          designate in such notice. If the Company shall fail to give the notice
          provided for above within the specified period of time, then the
          Closing shall be on the ninetieth (90th) day following the date the
          Participant ceased to be a director or if not a business day, the next
          business day.

     (3)  At the Closing, the Participant shall deliver the Purchase Stock being
          purchased by the Company against the simultaneous delivery to the
          Participant of the purchase price (by certified or bank cashier's
          check or in such other form as mutually agreed to) for the number of
          shares of the Purchase Stock then being purchased. In the event that
          the Participant fails so to deliver the shares of Purchase Stock to be
          purchased, the Company may elect (a) to establish a segregated account
          in the amount of the purchase price, such account to be turned over to
          the Participant upon delivery of such shares of Purchase Stock, and
          (b) immediately to take such action as is appropriate to transfer
          record title of such of the Purchase Stock from the Participant to the
          Company and to treat the Participant and such shares of the Purchase
          Stock in all respects as if delivery of such shares of the Purchase
          Stock had been made as required by this Plan and the Option Agreement.
          The Participant shall be entering into the Option Agreement
          irrevocably grant the Company a power of attorney for the purpose of
          effectuating the terms of the preceding sentence.

     (4)  If the Company shall pay a stock dividend or declare a stock split on
          or with respect to any of the Company's Shares, or otherwise
          distribute securities of the Company to the holders of its Shares,
          whether before or after the exercise of an Option, the number of
          shares of stock or other securities of the Company issued with respect
          to the Purchase Stock then subject to the Purchase Obligation shall be
          added to the Purchase Stock then subject to the Purchase

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          Obligation without any change in the aggregate purchase price. If the
          Company shall distribute to its stockholders shares of stock of
          another corporation, the shares of stock of such other corporation
          distributed with respect to the Purchase Stock then subject to the
          Purchase Obligation shall be added to the Purchase Stock covered by
          the Purchase Obligation without any change in the aggregate purchase
          price. Without limiting the generality of the foregoing, a Participant
          shall be entitled to retain any and all cash dividends paid by the
          Company on the Shares.

     (5)  If the Company's Shares shall be subdivided into a greater number of
          shares or combined into a smaller number of shares, or in the event of
          a reclassification of the Company's Shares, or if the Company shall be
          a party to any capital reorganization, whether before or after the
          exercise of an Option, there shall be substituted for the Purchase
          Stock then covered by the Purchase Obligation such amount and kind of
          securities as are issued in such subdivision, combination,
          reclassification, or capital reorganization in respect of the Purchase
          Stock subject to the Purchase Obligation immediately prior thereto,
          without any change in the aggregate purchase price.

     (6)  If the Company shall be completely liquidated, then the Purchase
          Obligation shall cease and terminate as of the date of such
          liquidation and the Participant shall hold the shares free of the
          Purchase Obligation.

     (7)  The Company shall not be required to transfer any Shares on its books
          which shall have been sold, assigned or otherwise transferred in
          violation of this Plan or an Option Agreement, or to treat as owner of
          such Shares, or to accord the right to vote as such owner or to pay
          dividends to, any person or organization to which any such Shares
          shall have been sold, assigned or otherwise transferred, from and
          after any sale, assignment or transfer of any Shares made in violation
          of this Plan or an Option Agreement.

     (8)  All certificates representing any Shares to be issued to a Participant
          pursuant to the exercise of an Option which are subject to a Purchase
          Obligation shall have endorsed thereon a legend substantially as
          follows: "The shares represented by this certificate are subject to a
          Director's Stock Option and Repurchase Agreement dated      between 
          the Corporation and      , a copy of which Agreement is available for
          inspection at the principal offices of the Company or will be made
          available without charge upon request."

     (9)  This Article V shall not restrict the transfer by a

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          Participant of shares, if any, which are not acquired pursuant to the
          exercise of an Option or which are not, or cease to be, subject to the
          Purchase Obligation in accordance with the terms hereof and the terms
          of the Option Agreement.

VI.  PURCHASE FOR INVESTMENT

     Unless the offering and sale of the Shares to be issued upon the particular
     exercise of an Option shall have been effectively registered under the
     Securities Act of 1933, as now in force or hereafter amended, or any
     successor legislation (the "Act"), the Company shall be under no obligation
     to issue the Shares covered by such exercise unless and until the following
     conditions have been fulfilled:

          (1)  The person(s) who exercise such Option shall warrant to the
               Company, at the time of such exercise, that such person(s) are
               acquiring such Shares for his or her own account, for investment
               and not with a view to, or for sale in connection with, the
               distribution of any such Shares, in which event the person(s)
               acquiring such Shares shall be bound by the provisions of the
               following legend which shall be endorsed in substantially the
               following form upon the certificate(s) evidencing their Option
               Shares issued pursuant to such exercise:

                    "The shares represented by this certificate have been taken
                    for investment and they may not be sold or otherwise
                    transferred by any person, including a pledgee, in the
                    absence of an effective registration statement for the
                    shares under the Securities Act of 1933 or an opinion of
                    counsel satisfactory to the Company that an exemption from
                    registration is then available."

          (2)  The Company shall have received an opinion of its counsel that
               the Shares may be issued upon such particular exercise in
               compliance with the Act without registration thereunder.

     Without limiting the generality of the foregoing, the Company may delay
     issuance of the Shares until completion of any reasonable action or
     obtaining of any consent, which the Company deems reasonably necessary
     under any applicable law (including without limitation state securities or
     "blue sky" laws).

VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     To prevent dilution or enlargement of rights, in the event that the
     outstanding Shares of the Company are changed into or exchanged for a
     different number or kind of shares or other securities of the Company or
     of another corporation by reason of any reorganization, merger,

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     consolidation, recapitalization, reclassification, change in par value,
     stock split-up, combination of shares or dividend payable in capital stock,
     or the like, appropriate adjustment shall be made in the number and kind of
     shares for the purchase of which Options may be granted under the Plan and,
     in addition, appropriate adjustment to prevent dilution or enlargement of
     the rights granted to or available for Participants, shall be made in the
     number and kind of shares and in the option price per share subject to
     outstanding Options. In addition, the Board of Directors may make other
     adjustments in outstanding Options if such adjustment is appropriate to
     prevent dilution or enlargement of rights.

VIII.DISSOLUTION OR LIQUIDATION OF THE COMPANY

     Upon the dissolution or liquidation of the Company other than in connection
     with a transaction to which the preceding Article VII is applicable, all
     Options granted hereunder shall terminate and become null and void;
     provided, however, that if the rights of a Participant or a Participant's
     Survivors hereunder have not otherwise terminated and expired, the
     Participant (or his or her legal representatives) or the Participant's
     Survivors shall have the right immediately prior to such dissolution or
     liquidation to exercise any Option granted hereunder to the extent that the
     right to purchase shares thereunder has accrued as of the date immediately
     prior to such dissolution or liquidation.

IX.  TERMINATION OF THE PLAN

     The Plan shall terminate on February 28, 2008. The Plan may be terminated
     at an earlier date by vote of the stockholders of the Company; provided,
     however, that any such earlier termination shall not affect any Options
     granted or Option Agreements executed prior to the effective date of such
     termination.

X.   AMENDMENT OF THE PLAN

     The Plan may be amended by the stockholders of the Company; or it may be
     amended by the Board of Directors, provided such amendment is approved by
     the stockholders within twelve (12) months before or after such action by
     the Board of Directors if such amendment would (i) materially increase the
     benefits accruing to Participants under the Plan; (ii) increase the number
     of securities which may be issued under the Plan; (iii) materially modify
     the requirements as to eligibility for participation in the Plan; (iv)
     modify the method for determining the number of Shares as to which Options
     may be granted to any Participant, the exercise price for such Options or
     the aggregate dollar amount; or (v) extend the term during which Options
     may be exercised or extend the term of the Plan. No amendment shall affect
     any Options theretofore granted or any Option Agreements theretofore
     executed by the Company and a Participant, unless such amendment shall
     expressly so provide and unless any Participant to whom an Option has been
     granted who would adversely affected by such amendment consents in writing
     thereto.

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XI.  RELATIONSHIP WITH THE COMPANY

     Nothing herein contained shall be deemed to prevent the Company from
     terminating the Directorship of a Participant, nor to prevent a Participant
     from terminating the Participant's Directorship with the Company.

XII. EFFECTIVE DATE

     This Plan shall become effective upon adoption by the Board of Directors;
     provided, however, that the effectiveness of the Plan and the effectiveness
     of grants of any Options pursuant to the Plan shall be subject to approval
     to the holders of at least a majority of the issued and outstanding shares
     of capital stock of the Company entitling such holders to a right to vote
     and be present or represented or by written consent of the holders to a
     right to vote and be present or represented at a meeting of the
     stockholders duly convened or by the written consent of the holders of at
     least a majority of the issued and outstanding shares of capital stock
     entitling holders to a right to vote, within twelve (12) months either
     before or after the adoption by the Board of Directors for such a
     resolution. Until such time as this Plan is effective, no Option may be
     granted pursuant hereto, unless a resolution to the effect of the
     immediately preceding sentence shall have been adopted by the Board of
     Directors. If any Options are so granted, then such Option may not be
     exercised until all conditions to the effectiveness for this Plan shall
     have been satisfied.

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                                    EXHIBIT A
                                    ---------

                                     FORM OF
          DIRECTORS' STOCK OPTION AND REPURCHASE AGREEMENT, AS AMENDED

                                EKCO GROUP, INC.
                                ----------------

     AGREEMENT made as of the [DATE] (the "Grant Date") between Ekco Group, Inc.
(the "Company"), a Delaware corporation having a principal place of business in
Nashua, New Hampshire, and [NAME AND ADDRESS OF OUTSIDE Director], an Outside
Director of the Company (the "Director"). The term the "Director" as used in
this Agreement shall include, where the context so requires, the legal
representatives of the Director, and/or any person or persons who acquired the
Director's rights hereunder by will or by the laws of descent and distribution.

     WHEREAS, the Company desires to grant to the Director an Option to purchase
shares of its common stock of a par value of $.01 a share (the "Shares") under
and for the purposes of the 1988 Directors' Stock Option Plan of the Company
(the "Plan"); and

     WHEREAS, the Company and the Director understand and agree that any terms
used herein have the same meanings as in the Plan.

     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:

     1.   GRANT OF OPTION

          The Company hereby irrevocably grants to the Director the right and
option to purchase at one time or from time to time all or any part of an
aggregate of [NO. OF SHARES](   ) Shares, subject to adjustment as provided in 
the Plan, on the terms and conditions and subject to all the limitations set 
forth herein and in the Plan, which is incorporated herein by reference. The 
Director acknowledges receipt of a copy of the Plan.

     2.   PURCHASE PRICE

          The purchase price of the Shares covered by this Option shall be
[PURCHASE PRICE]($   ) per share, subject to adjustment as provided in the Plan.

     3.   EXERCISE OF OPTION

          3.1 The Option granted hereby shall be exercisable immediately, within
the term set forth in Section 4 below, subject to the provisions of this
Agreement.

          3.2 Notwithstanding the provisions of the foregoing Subsection

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3.1 and except as otherwise provided herein or in the Plan, if the Director
ceases to be a director of the Company for any reason, then if such termination
occurs:

          (i) during the period on or after the Grant Date and before the date
     which is twelve months thereafter (the "First Anniversary Date") and the
     Director has theretofore exercised the Option for any Shares, then the
     Director shall sell to the Company and the Company shall purchase from the
     Director those Shares from the Director at the price paid by the Director
     upon exercise;

          (ii) during the period on or after the First Anniversary Date and
     before the date which is twelve months thereafter (the "Second Anniversary
     Date") and the Director has theretofore exercised the Option for more than
     [ONE-THIRD THE NO. OF SHARES](   ) Shares, then the Director shall sell to
     the Company and the Company shall purchase from the Director that number of
     Shares equal to the amount by which the number of Shares purchased by the
     Director pursuant to this Option exceeds [ONE-THIRD THE NO. OF SHARES]
     (   ) shares at the price paid by the Director upon exercise; and

          (iii) during the period on or after the Second Anniversary Date and
     before the date which is twelve months thereafter (the "Third Anniversary
     Date") and the Director has theretofore exercised the Option for more than
     [TWO-THIRDS THE NO. OF SHARES](   ) Shares, then the Director shall sell to
     the Company and the Company shall purchase from the Director that number of
     Shares equal to the amount by which the number of Shares purchased by the
     Director pursuant to this Option exceeds [TWO-THIRDS THE NO. OF shares]
     (   ) Shares at the price paid by the Director upon exercise.

          3.3 Notwithstanding the foregoing, in the event the Director ceases to
be a director of the Company as a result of death, the Purchase Obligation (as
hereinbelow defined) shall cease and terminate.

          3.4 Notwithstanding the foregoing provisions of this Section 3, but
subject to the other provisions of this Agreement and the Plan, the Purchase
Obligation shall cease and terminate in the event of, and immediately upon, a
Change of Control that occurs at any time before the Director has ceased to be a
director of the Company. As used herein, a "Change of Control" 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 [the "1934 Act"])
becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934
Act) of securities of the Company representing thirty percent (30%) or more of
the combined voting power of the Company's then outstanding securities; or (ii)
if the stockholders of the Company approve any merger of, or consolidation
involving, the Company in which the Company's stock is converted into securities
of another corporation or into cash and such merger or consolidation shall be
consummated, or the stockholders of the Company approve any plan of complete
liquidation of the Company (whether or not in connection with a sale of all or
substantially all of the Company's

                                       14

<PAGE>   15

assets) and such liquidation is consummated, excluding in each case a
transaction solely for the purpose of reincorporating the Company in a different
jurisdiction or recapitalizing the Company's stock or a merger of the Company in
which the holders of the voting stock of the Company immediately prior to the
merger have the same proportionate ownership of voting stock of the surviving
corporation immediately after the merger.

          3.5 The obligation of the Company to purchase Shares pursuant to this
Section 3 is hereinafter referred to as the "Purchase Obligation" and such
Shares are hereinafter referred to as the "Purchase Stock."

          3.6 The Director acknowledges that if he or she exercises this Option
and any of the Shares so purchased are subject to the Purchase Obligation, then
such Shares will be restricted shares and that the difference between the fair
market value of such Shares on the date the Purchase Obligation lapses as to
such Shares and the aggregate purchase price for such Shares will be classified
as compensation income, unless the Director files an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, with the Internal
Revenue Service within thirty (30) days of the acquisition of such Shares. If
such election is filed, the difference between the fair market value of such
Shares and the aggregate purchase price of such Shares will be treated as
compensation income as of the date of purchase. This acknowledgment should not
be understood as a substitute for the Director consulting with his or her own
tax advisors and the Director is urged to do so prior to any exercise of this
Option.

          3.7 Notwithstanding the foregoing, this Option may not be exercised
until and unless all conditions to the effectiveness of the Plan, as set forth
in Article XI thereof, have been satisfied, including, without limitation,
approval by the Company's shareholders.

     4.   TERM OF OPTION

          4.1 This Option shall terminate ten (10) years from the Grant Date of
this Option, but shall be subject to earlier termination as provided herein or
in the Plan.

          4.2 If the Director ceases to be a director of the Company (for any
reason other than death or termination for cause), then the Director may
exercise this Option, but only within six (6) months and one (1) day after the
date on which the Director ceased to be a Director, provided, however, (i) in no
event may this Option be exercised any later than ten (10) years after the Grant
Date of this Option, and (ii) immediately upon the Director's ceasing to be a
director, this Option shall cease to be exercisable for any number of Shares
which if purchased immediately following such termination would be subject to
the Company's Purchase Obligation. The provisions of this paragraph, and not the
provisions of Subsection 4.3, shall apply to the Director if the Director
subsequently dies after the termination of the directorship; however, in such
case of the Director's death, the Director's Survivors may exercise this Option
within six (6) months after the date of the Director's death, but in no event
beyond ten (10) years after the Grant Date

                                       15

<PAGE>   16

of this Option.

     If the Director's directorship is terminated for "cause," the Director
shall forthwith upon such termination cease to have any right to exercise this
Option. For purposes of this Subsection 4.2, "cause" shall be deemed to include
(but shall not be limited to) dishonesty with respect to the Company or any
Affiliate, substantial malfeasance or non-feasance of duty, unauthorized
disclosure of confidential information, or conduct substantially prejudicial to
the business or reputation of the Company or any Affiliate.

          4.3 In the event of the death of the Director while the Director is a
director of the Company, this Option, to the extent not exercised as of the date
of death, may be exercised by the Director's Survivors. Such Option must be
exercised by the Director's Survivors, if at all, within one (1) year after the
date of death of the Director or, if earlier, within the ten (10) years after
the Grant Date of this Option, notwithstanding that the decedent might have been
able to exercise this Option as to some or all of the Shares on a later date if
the Director were alive and had continued to be a director of the Company.

     5.   NON-ASSIGNABILITY

          This Option shall not be transferable by the Director otherwise than
by will or by the laws of descent and distribution and shall be exercisable,
during the Director's lifetime, only by the Director (or his or her legal
representative). This Option shall not be assigned, pledged or hypothecated in
any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of this Option or of any rights
granted hereunder contrary to the provisions of this Section 5, or the levy of
any attachment or similar process upon this Option or such rights, shall be null
and void.

     6.   EXERCISE OF OPTION AND ISSUE OF SHARES

          This Option may be exercised, in whole or in part, at one time or from
time to time, (to the extent that it is exercisable in accordance with its
terms) by giving written notice to the Company. Such written notice shall be
signed by the person exercising this Option, shall state the number of Shares
with respect to which this Option is being exercised, shall contain any warranty
required by Section 8 below and shall otherwise comply with the terms and
conditions of this Agreement and the Plan. Such notice must be received by the
Company within the relevant exercise period specified in Section 4 of this
Agreement. Such notice shall either: (i) be accompanied by payment of the full
purchase price of such Shares, in which event the Company, subject to the
provisions of Section 8, shall deliver a certificate or certificates
representing such Shares as soon as practicable after the notice shall be
received, or (ii) fix a date (not less than five nor more than ten business days
after such notice shall be received by the Company, which date must be within
the relevant exercise period specified in Section 4 of this Agreement) for the
payment of the full purchase price of such Shares against delivery subject to
the provisions of Section 8, of a certificate

                                       16

<PAGE>   17

or certificates representing such Shares. Payment of such purchase price shall,
in either case, be made by check payable to the order of the Company. The
certificate or certificates for the Shares as to which this Option shall have
been so exercised shall be registered in the name of the person or persons so
exercising this Option and shall be delivered as provided above to the person or
persons exercising this Option. All Shares that shall be purchased upon the
exercise of this Option as provided herein shall be fully paid and
non-assessable.

     The Company shall pay all original issue taxes with respect to the issue of
the Shares pursuant hereto and all other fees and expenses necessarily incurred
by the Company in connection herewith. Except as specifically set forth herein,
the holder acknowledges that any income or other taxes due from him or her with
respect to this Option or the shares issuable pursuant to this Option shall be
the responsibility of the holder. The holder of this Option shall have rights as
a shareholder only with respect to any Shares covered by this Option after due
exercise of this Option and tender of the full exercise price for the shares
being purchased pursuant to such exercise. Pursuant to the Plan, the Company
shall make delivery of the Shares against payment of the Option price therefor.

     7. RESTRICTIONS ON TRANSFER OF SHARES; DETAILS OF THE PURCHASE OBLIGATION

          7.1 Any Shares which are subject to the Purchase Obligation shall not
be transferred by the Director except as permitted herein. Until the termination
of this Agreement, the Shares which are subject to the Purchase Obligation may
not be transferred by the Director unless and until the transferee agrees, in a
form satisfactory to the Company, to be bound by this Agreement and to sell any
transferred Shares to the Company as herein provided.

          7.2 Within sixty (60) days following the date Director ceases to be a
director and if the Director holds any Purchase Stock, then, the Company shall
give to the Director a written notice specifying a date for the Closing for the
sale by the Director and the purchase by the Company of the Purchase Stock,
which date shall be not more than ten (10) business days after the giving of
such notice. The Closing shall take place at the Company's principal offices in
New Hampshire, or such other location as the Company may reasonably designate in
such notice. If the Company shall fail to give the notice provided for above,
within the specified period of time, then the Closing shall be on the ninetieth
(90th) day following the date Director ceased to be a director or if not a
business day, the next business day.

          7.3 At the Closing, the Director shall deliver the Purchase Stock
being purchased by the Company against the simultaneous delivery to the Director
of the purchase price (by certified or bank cashier's check or in such other
form as mutually agreed to) for the number of shares of the Purchase Stock then
being purchased. In the event that the Director fails so to deliver the shares
of Purchase Stock to be purchased, the Company may elect (a) to establish a
segregated account in the amount of the Purchase Price,

                                       17



<PAGE>   18

such account to be turned over to the Director upon delivery of such shares of
Purchase Stock, and (b) immediately to take such action as is appropriate to
transfer record title of such of the Purchase Stock from the Director to the
Company and to treat the Director and such shares of the Purchase Stock in all
respects as if delivery of such shares of the Purchase Stock had been made as
required by this Agreement. The Director hereby irrevocably grants to the
Company a power of attorney for the purpose of effectuating the terms of the
preceding sentence.

          7.4 If the Company shall pay a stock dividend or declare a stock split
on or with respect to any of the Company's Common Stock, or otherwise distribute
securities of the Company to the holders of its Common Stock, whether before or
after the exercise of this Option, the number of shares of stock or other
securities of the Company issued with respect to the Purchase Stock then subject
to the Purchase Obligation shall be added to the Purchase Stock then subject to
the Purchase Obligation without any change in the aggregate purchase price. If
the Company shall distribute to its stockholders shares of stock of another
corporation, the shares of stock of such other corporation distributed with
respect to the Purchase Stock then subject to the Purchase Obligation shall be
added to the Purchase Stock covered by the Purchase Obligation without any
change in the aggregate purchase price. Without limiting the generality of the
foregoing, the Director shall be entitled to retain any and all cash dividends
paid by the Company on the Shares.

          7.5 If the outstanding shares of Common Stock of the Company shall be
subdivided into a greater number of shares or combined into a smaller number of
shares, or in the event of a reclassification of the outstanding shares of
Common Stock of the Company, or if the Company shall be a party to any capital
reorganization, whether before or after the exercise of this Option, there shall
be substituted for the Purchase Stock then covered by the Purchase Obligation
such amount and kind of securities as are issued in such subdivision,
combination, reclassification, or capital reorganization in respect of the
Purchase Stock subject to the Purchase Obligation immediately prior thereto,
without any change in the aggregate purchase price.

          7.6 If the Company shall be completely liquidated, then the Purchase
Obligation shall cease and terminate as of the date of such liquidation and the
Director shall hold the Shares free of the Purchase Obligation.

          7.7 The Company shall not be required to transfer any Shares on its
books which shall have been sold, assigned or otherwise transferred in violation
of this Agreement, or to treat as owner of such Shares, or to accord the right
to vote as such owner or to pay dividends to, any person or organization to
which any such Shares shall have been sold, assigned or otherwise transferred,
from and after any sale, assignment or transfer of any Shares made in violation
of this Agreement.

          7.8 All certificates representing any Shares to be issued to the
Director pursuant to the exercise of the Option which are subject to the
Purchase Obligation shall have endorsed thereon a legend substantially as

                                       18



<PAGE>   19

follows:

     "The shares represented by this certificate are subject to a Director's
     Stock Option and Repurchase Agreement dated as of [DATE] between the
     Corporation and [NAME OF DIRECTOR], a copy of which Agreement is available
     for inspection at the principal offices of the Company or will be made
     available without charge upon request."

          7.9 This Article 7 shall not restrict the transfer by the Director of
shares, if any, which are not acquired pursuant to the exercise of this Option
or which are not, or cease to be, subject to the Purchase Obligation in
accordance with the terms hereof.

     8.   PURCHASE FOR INVESTMENT

          Unless the offering and sale of the Shares to be issued upon the
particular exercise of this Option shall have been effectively registered under
the Securities Act of 1933, as now in force or hereafter amended, or any
successor legislation (the "Act"), the Company shall be under no obligation to
issue the Shares covered by such exercise unless and until the following
conditions have been fulfilled:

     (a)  The person(s) who exercise this Option shall warrant to the Company,
          at the time of such exercise, that such person(s) are acquiring such
          Shares for his or her own account, for investment and not with a view
          to, or for sale in connection with, the distribution of any such
          Shares, in which event the person(s) acquiring such Shares shall be
          bound by the provisions of the following legend which shall in
          substantially the following form be endorsed upon the certificate(s)
          evidencing the option Shares issued pursuant to such exercise:

          "The shares represented by this certificate have been taken for
          investment and they may not be sold or otherwise transferred by any
          person, including a pledgee, in the absence of an effective
          registration statement for the shares under the Securities Act of 1933
          or an opinion of counsel satisfactory to the Company that an exemption
          from registration is then available."

     (b)  The Company shall have received an opinion of its counsel that the
          Shares may be issued upon such particular exercise in compliance with
          the Act without registration thereunder.

Without limiting the generality of the foregoing, the Company may delay issuance
of the Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without
limitation state securities or "blue sky" laws).

     9.   REGISTRATION RIGHTS

                                       19

<PAGE>   20

          (a) In the event that the Company has an effective registration
statement covering the sale and resale of securities issued pursuant to the
Plan, then the Director agrees to sign a waiver in substantially the following
form:

     "For so long as a registration statement under the Securities Act of 1933,
     as amended, is in effect covering the sale and resale of securities issued
     pursuant to the 1988 Directors' Stock Option Plan of Ekco Group. Inc. (the
     "Company"), the undersigned waives his/her rights to require the Company to
     file a registration statement pursuant to Section 9 of the Directors' Stock
     Option and Repurchase Agreement dated [DATE OF AGREEMENT], between the
     undersigned and the Company."

          (b) The Director acknowledges that option agreements have been
executed by the Company with [NO. OF EMPLOYEE-OPTIONEES] employees, [NO. OF
EMPLOYEE-DIRECTORS] employee-directors, [NO. OF DIRECTORS] Directors and may be
executed with other employees and Directors (collectively, "Other Holders"),
each containing or to contain a section substantially identical to this Section
9. Subject to the terms hereinafter set forth, at any time after the Grant Date,
the holder shall have the right, by written notice to the Company, to require
the Company to file and use its best efforts to cause to become effective a
registration statement under the Securities Act of 1933, as amended (the "Act")
on Form S-8, Form S-2 and Form S-3 or other like form, if available, covering
such number of Shares acquired or to be acquired prior to the effective date of
such registration statement, subject to the limitations that (i) the Company
shall be required to file no more than an aggregate of two (2) registration
statements pursuant to such notices and/or pursuant to notices received from
Other Holders, and (ii) if, in the opinion of counsel to the Company, the holder
can then sell, subject to such limitations as to the number of Shares which may
be sold as may be imposed by Rule 144 under the Act or any successor rule,
Shares requested to be included in any such registration statement, without such
registration, the Company need not so register such Shares. In no event will the
Company be required to register Shares which are subject to the Purchase Option.
The Company agrees to promptly notify a holder in the event that it receives a
notice from any of the Other Holders requiring it to file a registration
statement and to permit the holder to require the Company to include Shares
owned by the holder in such registration statement, subject to the limitations
set forth above.

          (c) In connection with any registration statement pursuant to this
Section 9:

               (i) the holder will furnish to the Company in writing such
          appropriate information as the Company, or the Securities and Exchange
          Commission (the "Commission") or any other regulatory authority may
          request;

                                       20
<PAGE>   21


               (ii) the holder agrees to execute, deliver and/or file with or
          supply to the Company, the Commission, any underwriters and/or any
          state or other regulatory authority such information, documents,
          representations, undertakings and/or agreements necessary to carry out
          the provisions of the registration agreements contained in this
          Agreement and/or to effect the registration or qualification of the
          Shares under the Act and/or any of the laws and regulations of any
          state or governmental instrumentality;

               (iii) the Company will furnish to the holder of Shares included
          in the registration statement such number of copies of such prospectus
          (including each preliminary, amended or supplemental prospectus) as
          the holder may reasonably request; and

               (iv) in the event an offering of securities by the Company is
          pending, the Company shall have the right to require that the holder
          delay any offering of Shares for a period of ninety (90) days after
          the effective date of such pending offering (upon the Company's having
          first delivered to the holder the written opinion of its principal
          underwriter, or if there be none, then from an officer of the Company
          based upon a good faith resolution of the Board of Directors to the
          effect that the offering of such Shares will have an adverse effect on
          the marketing of such pending offering).

          (d) The Company will pay all of its out-of-pocket expenses and
disbursements in connection with any registration statements filed under this
Section 9, including, without limitation, printing expenses, fees of the
Company's counsel and auditors, registration fees, blue sky fees and similar
costs to the extent permitted by state and regulatory authorities.

          (e) The Company will be obligated to keep any Registration Statement
filed by it under this Section 9 effective under the Act for a period of ninety
(90) days after the actual effective date of such registration statement and to
prepare and file such supplements and amendments necessary to maintain an
effective registration statement for such period. As a condition to the
Company's obligation under this Subsection (e), the holder will execute and
deliver to the Company such written undertakings as the Company and its counsel
may reasonably require in order to assure full compliance with relevant
provisions of the Act.

          (f) The Company will use its best efforts to register or qualify the
Shares covered by a registration statement filed pursuant hereto under such
securities or Blue Sky laws in such jurisdictions within the United States as
the holder may reasonably request, provided, however, that the Company reserves
the right, in its sole discretion, not to register or qualify such stock in any
jurisdiction where such stock does not meet with the requirements of such
jurisdiction or where the Company is required to qualify as a foreign
corporation to do business in such jurisdiction and is not so qualified therein
or is required to file any general consent to service of

                                       21

<PAGE>   22

process.

          (g) In the event that a holder has not sold all of his or her Shares
on or prior to the expiration of the period specified in Subsection (d) above,
the holder hereby agrees that the Company may deregister by post-effective
amendment any of his or her Shares covered by the registration statement or
notification but not sold on or prior to such date. The Company agrees that it
will notify the holder of the filing and effective date of such post-effective
amendment.

          (h) The holder agrees that upon notification by the Company that the
prospectus in respect to any public offering covered by the provisions hereof is
in need of revision, the holder will immediately upon receipt of such
notification (i) cease to offer or sell any securities of the Company which must
be accompanied by such prospectus; (ii) return to the Company all such
prospectuses in the hands of the holder; and (iii) not offer or sell any
securities of the Company until the holder has been provided with a current
prospectus and the Company has given the holder notification permitting the
holder to resume offers and sales.

     10.  NOTICES

          Any notices required or permitted by the terms of this Agreement or
the Plan shall be given by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:

          To the Company:         Ekco Group, Inc.
                                  98 Spit Brook Road
                                  Nashua, NH  03062
                                  Attn:  General Counsel

          To the Director:        [ADDRESS OF DIRECTOR]

or to such other address or addresses of which notice in the same manner has
previously been given. Any such notice shall be deemed to have been given when
mailed in accordance with the foregoing provisions.

     11.  GOVERNING LAW

          This Agreement shall be construed and enforced in accordance with the
     law of the State of New Hampshire, except to the extent the law of the
     State of Delaware may be applicable.

     12.  BENEFIT OF AGREEMENT

          This Agreement shall be for the benefit of and shall be binding upon
     the heirs, executors, administrators and successors of the parties hereto,
     except as otherwise provided herein.

                                       22

<PAGE>   23

          IN WITNESS WHEREOF, the Company has caused this Agreement to be
     executed and its corporate seal to be hereto affixed by Robert Stein, its
     duly authorized officer, and the Director has hereunto set his hand and
     seal, all as of the day and year first above written in duplicate
     originals.

                                           EKCO GROUP, INC.

                                           By:
                                              -------------------------

                                              -------------------------
                                                     DIRECTOR

Form dated:  03/19/98

                                       23
<PAGE>   24



                              SCHEDULE OF EXERCISES

Number of Shares
Purchased Pursuant        Consideration     Date of   Notation
to this Option            Received          Purchase  Made By
-----------------         -------------     --------  --------




                                       24
<PAGE>   25


                                EKCO GROUP, INC.
                                   SCHEDULE TO
            FORM OF DIRECTORS' STOCK OPTION AND REPURCHASE AGREEMENT

     Each of the following Outside Directors of the Company currently has a
Directors' Stock Option and Repurchase Agreement, as amended, with the Company
which is substantially similar in form to the foregoing Form of Directors' Stock
Option and Repurchase Agreement, as amended, except as to the date, the number
of shares and the exercise price:

<TABLE>
<CAPTION>
                                                No. of
                                  Date of       Shares      Exercise
Name                              Agreement     Granted     Price
----                              ---------     -------     --------

<S>                                <C>           <C>        <C>     
George W. Carmany, III             05-20-97      19,753     $ 5.0625

Michael G. Frieze                  05-20-97      19,753     $ 5.0625

Avram J. Goldberg                  05-20-97      19,753     $ 5.0625

T. Michael Long                    05/18/93       9,040     $11.0625

Stuart B. Ross                     05/19/89      31,373     $ 3.1875

Malcolm L. Sherman                 05/25/95      16,162     $ 6.1875

Bill W. Sorenson                   10/13/88      45,714     $ 2.1875

Herbert M. Stein                   10/13/88      45,714     $ 2.1875
</TABLE>





                                       25