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                                                                   EXHIBIT 10.11
                                                                   -------------


                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                              EKCO HOUSEWARES, INC.

                                       AND

                                 ROBERT VARAKIAN


                                      AS OF

                               SEPTEMBER 25, 1996




SECTION                                                                  PAGE

1.  Employment                                                             1
2.  Term                                                                   2
3.  Compensation                                                           2
4.  Reimbursement of Expenses                                              4
5.  Termination Upon Death or Disability                                   5
6.  Termination by Executive or Company                                    6
7.  Confidentiality and Non-Competition                                   13
8.  Arbitration                                                           17
9.  General                                                               17



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                              EMPLOYMENT AGREEMENT



     AGREEMENT made as of this 25th day of September, 1996 (hereinafter the
"Effective Date") by and between Ekco Housewares, Inc., a Delaware corporation
with a principal place of business in Franklin Park, Illinois (hereinafter the
"Company"), and Robert Varakian of 28 Windsor Drive, Pine Brook, New Jersey
07058 (hereinafter "Executive").

     WHEREAS, Ekco Capital Enterprises, Inc. and Executive entered into an
employment agreement dated February 28, 1994 ("Former Agreement"), and now each
wish to replace the Former Agreement with this Employment Agreement ("Agreement"
or "Employment Agreement"), except as specifically indicated below; and

     WHEREAS, Company desires to employ Executive, pursuant to the terms of this
Agreement;

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


1.   EMPLOYMENT




     Company, or its successor hereby employs Executive and Executive hereby
accepts employment as an executive employee of Company to perform such executive
and managerial services as may be assigned to him by or under the authority of
the Board of Directors of Company (the "Board of Directors"), consistent with
such status as an executive employee. Executive agrees to use his best efforts,
skills and abilities faithfully to promote the interests of Company and to
perform such services as may be required of him by Company from time to time
consistent with his status. Executive shall report to and obey the lawful
directions of the Chairman and Chief Executive Officer of Ekco Group, Inc.
("Group"). Without limiting the generality of the foregoing, Executive agrees to
serve as Senior Vice President, Sales and Marketing of the Company and as
President of B. Via International Housewares (if and so long as he is elected to
those offices by the Board of Directors) and to serve (without additional
compensation) as a director, executive officer or executive employee of such
Affiliates of Company as Company may from time to time reasonably request,
provided that Executive consents thereto and that service for such Affiliates
will not require Executive to devote substantial time and effort to their
affairs. Further, without limiting the generality of the foregoing, if Executive
is asked by the Company to assume a position other than Senior Vice President,
Sales and Marketing, which position has greater responsibility than the position
of Senior Vice President, Sales and Marketing, in good faith the Company and
Executive 

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agree to renegotiate the compensation to which Executive is entitled under this
Agreement, and if compensation is agreed upon Executive agrees to assume such
position. Failing such agreement, Executive will continue to serve as Senior
Vice President, Sales and Marketing of the Company and as President of B. Via
International Housewares pursuant to this Agreement. Executive agrees to devote
his full business time and energies to the business and affairs of Company and
to work exclusively for Company (and such Affiliates) during the term of this
Agreement, except as Company and Executive may otherwise agree in writing from
time to time; provided, however, that nothing contained in this Section 1 shall
be deemed to prevent or limit the right of Executive to: (i) make passive
investments in the securities of any publicly-owned corporation, and (ii) make
any other passive investments with respect to which Executive is not obligated
or required to, and does not in fact, devote any substantial managerial efforts
which interfere with Executive's fulfillment of his duties hereunder.

     Executive shall perform the duties of his office generally in the Chicago
Metropolitan area; provided, however, that he shall be obligated to take such
trips outside of such area as shall be necessary in connection with his duties.

2.   TERM

     Executive's employment hereunder shall commence on the Effective Date and
shall continue under the provisions of this Agreement until December 31, 1999;
or as earlier terminated as hereinafter set forth. If this Agreement is not
terminated on or prior to December 31, 1999, this Agreement shall automatically
renew on December 31, 1999 and annually thereafter for periods of one year,
unless terminated as provided herein (the "Term"). It is expressly acknowledged,
understood and agreed that the Former Agreement shall be replaced by this
Agreement and the Former Agreement shall be terminated and be given no further
force or effect, effective as of the Effective Date.

3.   COMPENSATION

3.1     Except as otherwise provided in Sections 5 and 6 hereof, for his 
        services hereunder Executive shall receive from Company the following 
        compensation:

3.1.1   For 1997, 1998 and 1999, salary at the annual rate of Three Hundred
        Thousand Dollars ($300,000) (the "Base Salary Rate"), payable in equal
        installments in accordance with Company's pay policy and in any event 
        not less frequently than monthly; for all years after 1999, Executive's
        salary will be determined by the 


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        Board of Directors, but will be increased at least five percent (5%)
        per year.

 3.1.2  Executive may become eligible for bonus payments as follows:

     A. FOR THE REMAINDER OF 1996. For the year ending December 31, 1996,
        Executive shall be paid a bonus equal to the greater of One Hundred and
        Fifty Thousand Dollars ($150,000) or two percent (2%) of net sales of 
        Ekco Capital Enterprises, Inc. for the 1996 fiscal year of Ekco Capital
        Enterprises, Inc. This bonus shall be paid on or before March 1, 1997.

     B. FOR 1997. For the year ending December 31, 1997, Executive shall be 
        paid a guaranteed bonus of Two-Hundred Thousand Dollars ($200,000); 
        provided, however, that if Executive's employment terminates for any 
        reason other than termination by Company for "good cause" pursuant to 
        Section 6.2.2, the bonus to be paid to Executive pursuant to this 
        Section 3.1.2(B) shall be prorated based on the number of days 
        Executive was employed during the year ending December 31, 1997. This 
        bonus shall be paid on or before March 1, 1998.

     C. FOR 1998 AND 1999. No bonus potential.

     D. FOR ALL YEARS AFTER 1999. Beginning with respect to the year ending 
        December 31, 2000 and for each subsequent year during the Term, 
        Executive shall be paid a bonus, on or before March 1 of the following 
        year, in such amount, if any, as the Board of Directors of Group (or 
        the Compensation Committee thereof) may determine annually in its 
        discretion.

3.1.3   Fringe benefits, including four weeks per year vacation time, life,
        medical and dental insurance, and 401(k) retirement plan participation
        similar in nature and benefits as those provided to other executive
        employees of subsidiaries of Ekco Group, Inc. ("Group").

3.1.4   The use of a Company-owned or leased automobile having a cost as
        delivered to Executive of not more than Fifty Thousand Dollars
        ($50,000) for use by Executive primarily in connection with the
        performance of his duties under this Agreement and primarily for the
        benefit of Company. Such automobile shall be exchanged by Company for
        a new automobile once every three (3) years during the term of
        employment of Executive pursuant to this


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        Agreement. Company will maintain this automobile and provide Executive
        with insurance and reimbursement for business related fuel usage in the
        course of his employment. At the Company's option, the requirements of 
        this Section 3.1.4 may be satisfied by the Company by the payment to 
        Executive of one thousand dollars ($1,000) per month for expenses 
        relating to the use and maintenance of an automobile.

3.1.5   Such other compensation pursuant to such executive bonus plans, stock
        option plans or other stock plans, available to employees of Company 
        from time to time, as the Board of Directors may in its sole discretion 
        determine.

4.   REIMBURSEMENT OF EXPENSES

4.1.1   Company shall reimburse Executive for travel, entertainment and other
        business expenses reasonably incurred by him in connection with the
        business of Company and its Affiliates to the extent and in a manner
        consistent with then Company policy. Notwithstanding the foregoing, it
        is understood and agreed that Executive may travel first class on any
        flight to and from the United States to the Far East and business class
        on any flight to and from the United States to a location outside of 
        North America and on any other international flight to and from a 
        location outside of North America.

4.1.2   Company shall reimburse Executive (or pay directly, if Executive so
        elects) for rent of a furnished apartment (including cleaning service)
        in the Chicago metropolitan area, in a reasonable amount. In addition,
        Company shall reimburse Executive for the cost of once weekly
        round-trip business class air travel for one person between New Jersey
        and Chicago.

4.1.3   If Executive decides to relocate to the Chicago metropolitan area,
        Company shall reimburse Executive for moving and relocation expenses,
        including the hiring of a moving company, to the Chicago metropolitan
        area, consistent with Company's relocation and moving policies for
        executive employees, a copy of which is attached to this Agreement.
        Without limiting the generality of the foregoing, upon Executive's
        relocation to the Chicago metropolitan area, Company shall reimburse
        Executive for the difference between $775,000 and the proceeds
        received by Executive (net of all customary closing costs such as
        broker commissions, legal fees and


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        transfer taxes) upon sale of his Pine Brook residence.

4.1.4   Company shall reimburse Executive for up to $5,000 of his out-of-pocket
        expenses incurred in connection with the review of this Agreement by
        his attorneys.

5.   TERMINATION UPON DEATH OR DISABILITY

5.1  Executive's employment by Company shall terminate upon the death of
     Executive, or if, by virtue of total and permanent disability, Executive is
     unable to perform his duties hereunder.

5.2  In the event of such a termination of employment as a result of Executive's
     death or total and permanent disability, all compensation hereunder shall
     terminate and Company shall have no further obligations hereunder except
     that Company shall pay to Executive (or his estate) the following:

5.2.1   In the event of death, a lump-sum payment equal to the Base Salary
        Rate in effect at the date of such termination of employment, payable 
        no later than sixty (60) days after the date of such termination.
        Company may purchase insurance with respect to its obligations pursuant
        to this Section 5.2.1, and to the extent benefits are paid pursuant to 
        such insurance, Company's commitment under this Section 5.2.1 shall be 
        satisfied; and

5.2.2   In the event of total and permanent disability, amounts in lieu of
        Salary, at the Base Salary Rate in effect at the date of such
        termination of employment, payable in the manner specified in Section
        3.1.1, for a period of twelve (12) months following the date of such
        termination of employment at the rate of one-twelfth of such Base 
        Salary Rate per month; and

5.2.3   Such portion of Executive's Salary, as has accrued by virtue of
        Executive's employment during the period prior to termination and has
        not yet been paid, together with any amounts for expense reimbursement
        and similar items which were properly incurred in accordance with the
        provisions of Section 4 prior to termination and have not yet been paid.

5.3  Amounts to which Executive would otherwise be entitled under Section 5.2.2
     above shall be reduced by the amount of any disability insurance proceeds
     actually paid to or for the benefit of Executive (or his estate or legal
     representatives) with respect to such twelve (12) months following the date
     of termination under any disability 


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     policy the premiums for which have been paid by Company or any Affiliate.

5.4  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 Executive (or his legal representative) and reasonably
     satisfactory to Company. The cost of such examination shall be borne by
     Company. 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 six (6) months or more in any twelve (12) month period. For
     purposes of this Section 5, Executive's date of termination in the event of
     such total and permanent disability shall be the earlier of the date of
     such physician's examination pursuant to which such determination is made
     or the first business day after which either such 180-day or such six-month
     period has expired.

6.   TERMINATION BY EXECUTIVE OR COMPANY

6.1  Executive's employment may be terminated at any time by Executive by
     written notice of at least three (3) months to Company, which time period
     may be waived by Company in its discretion. If such notice is not given
     after a Change of Control as discussed in the following sentence, Executive
     shall be entitled to no further payments hereunder other than the payment
     of any bonus Executive may be entitled to pursuant to Section 3.1.2(B). If
     such notice is given after six (6) months of but within twenty four (24)
     months of a Change of Control (as defined in Section 6.4) (a "Change of
     Control Notice"), and unless such Change of Control shall have been
     approved by a resolution adopted by the Board of Directors of Group 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 this paragraph of this Section 6.1, Executive (or
     his estate, if he dies prior to receiving the payments hereinafter set
     forth in this sentence) shall be entitled to receive within thirty (30)
     days of such termination (a) a lump-sum payment equal to three (3) times
     the Base Salary Rate in effect on the date of such termination, plus (b) a
     lump sum cash payment equal to (i) three (3) times the greater of (i)
     $150,000, or (ii) the bonus received by Executive for the fiscal year prior
     thereto. For the purposes of this Section 6.1, the time when a 


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     termination occurs shall be the effective date of termination of Executive.
     In addition, in the event of such a termination pursuant to a Change of
     Control Notice, Company shall provide, and Executive shall continue to be
     entitled to receive, such medical, dental and life insurance coverage as he
     shall have been receiving pursuant to Section 3.1.3 as of the date of his
     Change of Control Notice until the earlier of (x) his full-time employment
     by a third party who offers Executive at least comparable benefits in the
     particular benefit category or (y) three (3) years following such date of
     termination, but only to the extent Company is able to continue the
     applicable coverage of Executive under the terms of such group policies or
     other policies providing coverage for Executive. Notwithstanding any other
     provision in this Section 6.1, in the event Company is unable to continue
     the applicable coverage of Executive under the terms of the applicable
     policies, then Company 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 Company's applicable group policy outside of Company's group plan.
     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. In the event of termination as provided in this Section 6.1
     Executive shall be entitled as of the date of termination or thereafter to
     no other compensation under this Agreement (including, without limitation,
     Section 4 or Section 6), except as provided in this Section 6.1, Section
     6.3 and Section 6.3.1, and except as provided in Section 7.5 in the event
     that Company exercises the option granted therein. Any compensation payable
     under this Section 6.1 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 6.1, the provisions of
     this Section 6.1 and not the provisions of Section 5 shall apply.

6.2  Executive's employment may be terminated at any time by Company, with or
     without good cause (as defined below), by written notice to Executive,
     effective immediately unless otherwise stated in such notice.

6.2.1   In the event Executive's employment hereunder is terminated by
        Company without "good cause," at any time during the Term prior to any
        Change of Control (as defined in Section 6.4) or in the event this


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        Agreement is not renewed on any December 31 as provided in Section 2,
        then Executive (or his estate) shall be entitled to a lump sum payment
        payable within thirty (30) days of the date of termination equal to two
        (2) times his Base Salary Rate plus any bonus Executive may be entitled
        to pursuant to Section 3.1.2(B). In addition, Executive shall continue 
        to be entitled to the continuation of such medical, dental, and life 
        insurance coverage as he shall be receiving pursuant to Section 3.1.3 
        as of the date of notice of termination until the earlier of (a) his 
        full time employment by a third party or (b) the term of his severance 
        payments, but only to the extent Company is able to continue the 
        applicable coverage of Executive under the terms of such Company 
        policies or other policies providing coverage for Executive. 
        Notwithstanding any other provision in this Section 6.2.1, in the event
        Company is unable to continue the applicable coverage of Executive 
        under the terms of the applicable policies, then Company shall 
        cooperate with Executive in any actions which may be necessary to allow
        Executive, to the extent possible, either (i) to buy such insurance 
        policy or (ii) to continue insurance coverage with the insurer writing 
        Company's applicable group policy outside of Company's Group plan. 
        Company 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 Company or other policy covering him 
        prior to termination. Such compensation shall be paid notwithstanding 
        Executive's total and permanent disability or death subsequent to such 
        notice, but in the event Executive (or his estate, legal 
        representative, or beneficiaries) receives death or disability benefits
        pursuant to Section 5, such benefits shall constitute an offset for 
        amounts due under this Section 6.2.1. Executive shall be entitled as of
        the date of termination to no other compensation under this Agreement 
        (including, without limitation, Section 3 or 5), except as provided in 
        Section 6.3 and Section 6.4 and except as provided in Section 7.5 in 
        the event that Company exercises the option granted therein.

6.2.2   In the event Company shall terminate Executive's employment for good
        cause, then Executive shall be entitled as of the date of termination
        to no compensation under this Agreement (including, without
        limitation, Section 3 or 5 above), except as provided in Section 6.3
        and except as provided in Section 7.5


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        in the event that Company exercises the option granted therein.

6.2.3   Immediately upon a Change of Control, and without regard to whether or 
        not Executive's employment is terminated or a Constructive Termination 
        occurs at such time or thereafter, 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 
        to his obligation to pay the option exercise price to the extent 
        theretofore not paid) to Executive by Group at any time prior to the 
        Change of Control as if all restrictions had lapsed and all events 
        necessary to vest in the Executive such rights, including the lapsing 
        of time, had occurred.

        Following a Change of Control and upon an event of "Constructive
        Termination" (as defined in Section 6.2.4) or termination of 
        Executive's employment without good cause, Executive shall receive
        within ten (10) days of such event a lump-sum payment equal to three 
        (3) times the Base Salary Rate in effect on the date of such
        Constructive Termination, plus a lump sum cash payment equal to the
        greater of three (3) times (i) $150,000, or (ii) the bonus received by
        Executive for the fiscal year prior to the year in which the
        Constructive Termination or termination without good cause occurs. For
        the purposes of this Section 6.2.3, the time when a Constructive
        Termination occurs shall be the day any event occurs which is included
        in the definition of Constructive Termination in Section 6.2.4. In
        addition, Executive shall immediately upon Constructive Termination
        pursuant to this Section 6.2.3 have the unconditional, unencumbered and
        free right, title and interest in all shares of stock of Group which 
        were granted, sold or optioned (subject to his obligation to pay the 
        option exercise price to the extent theretofore not paid) to Executive 
        by Group at any time prior to the effective date of Constructive 
        Termination as if all restrictions had lapsed and all events necessary 
        to vest in the Executive such rights, including the lapsing of time, 
        had occurred.

6.2.4   As used herein, "Constructive Termination" shall be deemed to have
        occurred if and when (i) Executive's base salary is decreased below the
        level in effect on the date of the last amendment of this Agreement, or
        the bonus percentage applicable to Executive's participation in any
        compensation bonus plan or arrangement is reduced, without the
        Executive's


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        consent, provided, however, that nothing herein shall be construed to 
        guarantee the Executive's bonus awards if performance is below 
        applicable targets, or (ii) the importance of the Executive's job 
        responsibilities is reduced without the Executive's consent, (iii) 
        Executive is required to relocate from New Jersey without his consent 
        or after Executive has relocated to the Chicago area, he is required to
        relocate to a location other than the greater Chicago metropolitan area
        without his consent, or (iv) termination of the Company's commitment 
        provided in Section 4.1.2.

6.3  In the event of any termination pursuant to any of Sections 6, 6.1, and
     6.2, Executive shall be paid such portion of his Salary as has accrued by
     virtue of Executive's employment during the period prior to 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 Section 4 prior to termination
     and have not yet been paid.

6.4  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), other than Group, any
     employee stock plan of Group is or becomes the beneficial owner, directly
     or indirectly, of securities of Group representing fifteen percent (15%) or
     more of the outstanding Common Stock of Group, or (ii) ten (10) days
     following the commencement of, or announcement of an intention to make, a
     tender offer or exchange offer the consummation of which would result in
     the beneficial ownership by any "person" of fifteen percent (15%) or more
     of the outstanding Common Stock of Group, provided, however, that at the
     conclusion of such ten (10) day period such person has not discontinued or
     rescinded his intention to make such a tender or exchange offer or (iii) if
     during any consecutive twelve (12) month period beginning on or after the
     date on which this Agreement is executed 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


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     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.

6.5  As used herein, "good cause" shall mean and be limited to a) a material
     breach of any of Executive's obligations under Section 1 or 7 hereof, or b)
     any action by Executive during the term of this Agreement involving willful
     malfeasance or gross negligence of which Executive has been given written
     notice and which continues following, or is not remedied by Executive
     within, fifteen (15) days thereafter.

6.6  Company, 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 Company may deem advisable. Executive
     shall have no right, title, or interest in any such policies of insurance,
     except to the extent his estate or other persons are specifically named as
     beneficiaries thereof. Executive agrees to submit to any medical or other
     examination and to execute and deliver any applications or other instrument
     in writing, reasonably necessary to effectuate such insurance.

6.7  In the event of termination pursuant to Section 6.1 or 6.2.3, the payments
     to be made to Executive under Section 6.1 or Section 6.2.3 shall be 
     subject to reduction as described below.

6.7.1.   The following definitions shall apply for purposes of this Section 6.7:

6.7.1.1  "Code" means the Internal Revenue Code of 1986, as amended.

6.7.1.2  "Executive Parachute Payments" means all payments to Executive,
         from whatever source and whether or not pursuant to this Employment
         Agreement, which if not reduced by this Section 6.7 would be parachute
         payments.

6.7.1.3  "Safe Harbor Exclusions" means the smallest amount of Executive
         Parachute Payments under Section 6.1 or Section 6.2.3 the exclusion of
         which would cause all remaining Executive Parachute Payments no longer
         to be parachute payments (as a consequence of all remaining Executive
         Parachute Payments having aggregate present value less than three
         times the base amount). For purposes of determining Safe Harbor
         Exclusions, the last payments in time under 


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         Section 6.1 or Section 6.2.3 shall be excluded first. If there is no
         amount of Executive Parachute Payments the exclusion of which would
         cause all remaining Executive Parachute Payments no longer to be
         parachute payments, or if there are no Executive Parachute Payments,
         the Safe Harbor Exclusions shall be zero.

6.7.1.4  "Associated Income Tax," with respect to an amount of taxable
         income, means the maximum marginal combined federal, state and local
         income tax rate, including under Code section 4999 or successor
         provisions if and only if applicable, applied to such taxable income.
         For purposes of this Section 6.7, Associated Income Tax will be
         considered payable at the time of receipt of the taxable income.

6.7.1.5  The following phrases have the meaning ascribed by Code section 280G 
         and successor provisions: 
         applicable Federal rate 
         base amount 
         parachute payment 
         present value.

6.7.2.   If (i) the present value of Executive Parachute Payments reduced by
         Associated Income Tax is less than (ii) the present value of Executive
         Parachute Payments other than Safe Harbor Exclusions reduced by
         Associated Income Tax, then the Safe Harbor Exclusions shall not be
         paid to Executive, notwithstanding Section 6.1 or Section 6.2.1.

6.7.3.   If either Executive or Company determines that, in accordance with
         Section 6.7.2, the Safe Harbor Exclusions are not payable to 
         Executive, then the following procedure shall be followed:

6.7.3.1  The party making such determination shall give written notice (the
         "Exclusion Notice") to the other party not later than ten days
         following the termination of employment, setting forth in reasonable
         detail the calculations on which such determination is based and
         specifying the Safe Harbor Exclusions which are not payable.

6.7.3.2  In the event such Exclusion Notice is given by either party and not by
         the other, and if such other party disputes the substance of the
         Exclusion Notice, such other party shall give written notice of such
         dispute (the "Dispute Notice") within ten days after receipt of the
         Exclusion Notice, setting forth in reasonable detail the basis for
         such dispute. If such other 


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          party does not give a Dispute Notice within such ten days, the
          substance of the Exclusion Notice shall be conclusively deemed to be
          correct and final, and the Safe Harbor Exclusions specified therein
          shall not be paid to Executive.

6.7.3.3   If a Dispute Notice is given, or if Exclusion Notices are given by
          both parties which differ as to the Safe Harbor Exclusions identified
          therein, the parties shall negotiate in good faith to resolve such
          dispute. In the absence of resolution within 30 days after receipt of
          the Dispute Notice or the later of the two Exclusion Notices, as the
          case may be, either party may by written notice given to the other
          party submit the matter for arbitration in accordance with Section 8
          except that, notwithstanding any provision of Section 8 to the
          contrary, such arbitration shall be before a single arbitrator to be
          agreed upon by the parties or, in the absence of agreement as to the
          arbitrator within ten days after receipt of such notice of submission
          to arbitration, to be appointed by the American Arbitration
          Association or its successor.

7.   CONFIDENTIALITY AND NON-COMPETITION

7.1  Executive's agreements set forth in this Section 7 shall survive the
     expiration or termination of this Agreement and the termination of his
     employment with Company for any reason.

7.2  Executive acknowledges that irreparable injury would be caused to Company
     by his breach of any of the provisions of this Section 7, and agrees that
     in the event of any such breach, Company 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 7 and may apply for
     injunctive relief against any act which would violate any such provisions.
     The covenants of Executive contained in this Section 7 shall be construed
     as independent of all other provisions contained in this Agreement and
     shall be enforceable, notwithstanding the existence of any claim or cause
     of action of Executive against Company or any of its Affiliates, whether
     predicated on this Agreement or otherwise.

7.3  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 


                                     - 13 -
<PAGE>   15


     "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
     Company and its Affiliates during the term of this Agreement and their
     respective suppliers, customers, stockholders, licensors, licensees, and
     other persons or entities with which Company or its Affiliates has, has
     had, or may in the future have any commercial, scientific or technical
     relationship, and which information has not previously been made public or
     thereafter made public. 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 Company or with the consent of the Board of Directors of
     Company) such information. As used in the first sentence hereof, the phrase
     "made public" shall apply to information (a) within the domain of the
     general public; (b) generally known within the industry or industries in
     which Company or its Affiliates is involved; or (c) is independently
     developed by Executive without utilization of confidential information
     gained while in the employ of Company; provided that no information shall
     be deemed to have been made public if it is within the domain of the
     general public or generally known within the industry or industries in
     which Company or its Affiliates is involved. All documents, records,
     apparatus, equipment and other physical property furnished to Executive by
     Company or any Affiliate of Company or produced by Executive or others in
     connection with his services to Company or any such Affiliate shall be and
     remain the sole property of Company. Executive will return and deliver such
     property to Company as and when requested by Company. Copies of documents
     and records may be kept, but shall be kept completely confidential to the
     same extent as other confidential information of Company. Executive shall
     return and deliver all such property upon termination of his employment for
     any reason, and Executive will not take with him any such property or any
     reproduction of such property upon such termination.

7.4  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 Company , 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 Company, or any 


                                     - 14 -
<PAGE>   16


     of its Affiliates, shall to the extent of Executive's interest therein be
     the sole and exclusive property of Company, shall be disclosed in writing
     to Company and to no other person, unless so directed in writing by the
     Board of Directors, and Executive hereby assigns to Company 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 Company or its nominee, to make
     application through Company's patent attorney or general counsel at the
     expense of Company, for such United States and foreign patents as may be
     specified from time to time by Company on inventions, processes, or
     formulae which are or become the property of Company hereunder, and to
     execute assignments upon Company's request, for Executive's entire interest
     in all such applications to Company or to its nominee without compensation
     (other than his usual compensation as an employee of Company) and Executive
     agrees to give Company 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 Company and do all that Company reasonably requests
     in order to protect Company'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 his employment, but Company agrees to pay Executive a
     reasonable amount for any time that Executive spends in such work at
     Company's request after the termination of his employment hereunder and
     agrees to reimburse Executive for expenses reasonably or necessarily
     incurred in connection with such work.

7.5  In consideration of his continued employment by Company and the other
     benefits accruing to him hereunder, and subject to the fulfillment by
     Company of its obligations to Executive hereunder, Executive agrees that
     during the term hereof and for a period of one year following the date of
     termination of Executive's employment, if such termination is as a result
     of Executive's termination or termination by Company of this Agreement
     (such period of employment and one year 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
     either as principal, agent, 


                                     - 15 -
<PAGE>   17


     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 Company or any Affiliate of Company, while Executive was
     an employee of Company under this Agreement, unless he shall have obtained
     the prior written consent of the Board of Directors, and which consent
     shall make express reference to this Agreement. During the Non-Competition
     Period, Company, at Company's sole election, will pay Executive the Base
     Salary Rate then in effect on the date of his termination from employment
     with Company on the same terms as he had received his salary immediately
     prior to the termination, less any payments paid or payable to Executive
     pursuant to the terms of Section 5.2.2, Section 6.1, Section 6.2, Section
     6.2.1 or Section 6.2.3 hereof, it being understood that notwithstanding any
     other provision contained in this Section 7.5, the Non-Competition Period
     will not in any event extend beyond the period for which Executive is paid
     following termination of his employment under the terms of this Section,
     7.5 or otherwise under the terms of this Agreement. Notwithstanding any
     other provision in this Section 7, Executive shall be free without such
     consent to make investments, directly or indirectly, in the securities of
     any publicly-owned corporation 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 corporation. 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 he will be providing services to Company that
     are special, unique and extraordinary and that the restrictions imposed by
     this Section 7 on employment are necessary for the protection of the
     legitimate interests and competitive position of Company and do not impose
     undue hardships on Executive.

7.6  During the Non-Competition Period, Executive will not, directly or
     indirectly, solicit any officer, director, executive, employee or
     consultant of Company or any Affiliate of Company to leave such employment
     or terminate such position, nor will he directly or indirectly employ,
     hire, retain or cause to be employed, hired, or retained (other than by
     Company or, with Company's consent, its Affiliates), or establish a
     business with, any person who within one year prior to such employment,
     retainer or establishment was employed or retained by Company or its
     Affiliates in any of the above-mentioned capacities, provided, however,
     that this Section 7.6 shall not


                                     - 16 -
<PAGE>   18


     prohibit Executive directly or indirectly from employing, hiring, retaining
     or causing to be employed, hired, or retained, any person who the Executive
     establishes was dismissed by Company or its Affiliates without cause or who
     has terminated due to a Change of Control.

8.   ARBITRATION

     Except with respect to the provisions of Section 7, 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 Company and one arbitrator shall be selected by Executive. Each
     party shall have thirty (30) days from the receipt by one party of a notice
     of the other party of submission to arbitration to choose an arbitrator. A
     third arbitrator shall be selected by the two so chosen within ten (10)
     days of the selection of the most recently selected of the two arbitrators
     so chosen. Failing action within any of such periods by any party or the
     arbitrators, any unappointed arbitrator or arbitrators shall be appointed
     by the American Arbitration Association (or its successor) upon application
     of any party or arbitrator. The parties shall promptly furnish to the
     arbitrators such information as the arbitrators may reasonably request. The
     expenses of any arbitration proceeding (not including the other party's
     attorney's fees and expenses) shall be paid by Company if the Executive
     recovers any amount or otherwise obtains relief in such proceeding and by
     the Executive if the Executive initiated arbitration and there is a
     specific finding that the Executive's claim was frivolous. In all other
     circumstances, the expenses of such arbitration proceeding (not including
     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.

9.   GENERAL

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


                                    - 17 -
<PAGE>   19



9.2  This Agreement shall be binding upon and shall inure to the benefit of
     Company and its successors and assigns either by merger, operation of law,
     consolidation, assignment, purchase or otherwise of a controlling interest
     in the business of Company and Executive, his heirs, executors,
     administrators, legal representatives, and permitted assigns. Company
     agrees that a successor in interest by merger, operation of law,
     consolidation, assignment, purchase or otherwise of a controlling interest
     in the business of Company will be informed prior to such event of the
     existence of this Agreement. Company will 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 Company) to assume expressly and agree to perform this
     Agreement. Failure of Company 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", except that, for the
     purposes of implementation hereof, the date on which any such succession
     becomes effective shall be deemed to be the date on which Executive becomes
     entitled to such compensation and benefits from Company. As used in this
     Agreement, "Company" shall mean Ekco Housewares, Inc. as hereinbefore
     defined and any successor as aforesaid.

9.3  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, Company 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.

9.4  All notices and communications required or permitted to be given hereunder
     shall be duly given by delivering the same in hand or by depositing such
     notice or communication in 


                                     - 18 -
<PAGE>   20


     the mail, sent by certified or registered mail, return receipt requested,
     postage prepaid, as follows:


     If sent to Company:                Ekco Housewares, Inc.
                                        98 Spit Brook Rd.
                                        Nashua, New Hampshire 03062
                                        Attention:  C.E.O

      With a Copy to:                   Ekco Group, Inc.
                                        98 Spit Brook Rd.
                                        Nashua, New Hampshire  03062
                                        Attention:  C.E.O.

         If sent to
         Executive:                     Robert Varakian
                                        28 Windsor Drive
                                        Pine Brook, New Jersey 07058


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

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

9.6  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.

9.7  No failure of Company or Executive to exercise any power reserved to it or
     him, respectively, by this Agreement, or to insist upon strict compliance
     by Executive or Company, 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 Company'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


                                     - 19 -
<PAGE>   21


     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
     Company 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.

9.8  As used herein, the term "Affiliate" shall be deemed to include any
     corporation, joint venture, or other business enterprise, whether
     incorporated or unincorporated, which Company directly, or indirectly
     through one or more intermediaries, controls or is controlled by, or is
     under common control with.

9.9  This contract shall be construed under and be governed in all respects by
     the laws of the State of New Hampshire.

9.10 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.

9.11 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.

9.12 Group hereby unconditionally and irrevocably guarantees the prompt
     performance of the obligations assumed in this Agreement by Company, its
     wholly-owned subsidiary.


                                    - 20 -


<PAGE>   22


     IN WITNESS WHEREOF, Company 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 HOUSEWARES, INC.


                              By


                              /S/DONATO A. DENOVELLIS
                              -----------------------

                              EKCO GROUP, INC., AS GUARANTOR



                              By /S/DONATO A. DENOVELLIS
                              --------------------------


                              ROBERT VARAKIAN


                              /S/ROBERT VARAKIAN
                              ------------------









                                    - 21 -