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                                                                EXHIBIT 10.1(b)
                                                                ---------------

                                    THE 1985
                                EKCO GROUP, INC.
                              RESTRICTED STOCK PLAN



1. Purpose.
   -------
  
      The 1985 Ekco Group, Inc. Restricted Stock Plan (the "1985 Plan") is
intended to promote the interests of Ekco Group, Inc. and its subsidiaries
(collectively the "Corporation") and its stockholders by providing an incentive
for directors, officers, executives and employees at all levels within the
Corporation and its subsidiaries.

2. Adoption and Administration of Plan.
   -----------------------------------
 
      This 1985 Plan shall become effective as of September 10, 1985 and shall
remain in effect until terminated pursuant to Paragraph 8. The 1985 Plan shall
be administered by a Committee (the "Committee") of three or more directors
appointed by the Board of Directors (the "Board") or by the Board. Reference
herein to the Committee shall be deemed to include the Committee or the Board
when exercising its authority to administer this 1985 Plan. Any action taken by
the Committee with respect to the implementation, interpretation or
administration of the 1985 Plan may be taken by majority vote of the members of
the Committee, and shall be final, conclusive and binding. The Committee members
shall serve at the pleasure of the Board and until their successors are
appointed. No member of the Committee shall be eligible to purchase shares under
this 1985 Plan. Once the Committee makes an offer to sell shares to a person,
such an offer shall be final, conclusive and binding. Once made, the offer may
not be modified or revoked by the Board or the Committee.

3. Stock Subject to Plan.
   ---------------------

      There is hereby allocated to the 1985 Restricted Stock Plan Reserve
("Reserve") 1,923,506 shares of the Corporation's authorized common stock, par
value $.01 per share ("Stock"). In the event that the shares of common stock
should, as a result of a stock split, stock dividend, combination of shares, or
exchange for other securities by reclassification, reorganization,
redesignation, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Corporation or of another
corporation, the number and kind of shares then remaining in the Reserve shall
be appropriately adjusted to reflect such action. If any such adjustment shall
result in a fractional share, the Reserve will be reduced to the next lowest
full share.

      Upon the sale of shares of Stock pursuant to this 1985 Plan, the Reserve
shall be reduced by the number of shares so sold, and upon the purchase by the
Corporation of shares of Stock pursuant to Paragraphs 5(c) and 7 hereof, the
Reserve shall be increased by such number of shares, and such shares may again
be subject to sale hereunder. Sales of Stock hereunder may be made from
authorized but unissued shares or from treasury shares.

1/21/92



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4. Eligibility.
   -----------

      Any director (other than a director who is an officer, director or
employee of a corporation owning more than 10% of the outstanding voting
securities of the Corporation), officer or employee of the Corporation is
eligible to participate in this 1985 Plan. In selecting those persons to whom
offers to purchase shares hereunder shall be made at any time and in determining
the number of shares of Stock to be offered, the Committee shall consider the
position and responsibilities of such persons, the value of their services to
the Corporation, and such other factors as the Committee may deem pertinent.

5. Terms of Offers.
   ---------------
 
      All offers to purchase shares of Stock under this 1985 Plan and all
purchases shall be made in accordance with the following:

            (a) PURCHASE PRICE. The purchase price of the shares of Stock to be
      offered under this 1985 Plan to any person shall be determined by the
      Committee, provided that such purchase price shall not be less than the
      par value per offered share nor more than an amount equal to 10% of the
      market price per offered share at the close of business on the market day
      most immediately preceding the date on which an offer is authorized by the
      Committee hereunder. The purchase price shall be paid in full, in cash or
      certified or bank check, at the principal office of the Corporation prior
      to expiration of the offer in order that the acceptance of the offer be
      effective. Any person purchasing shares of Stock hereunder is hereinafter
      referred to as "Purchaser." The number of shares purchased pursuant to
      each offer is sometimes hereinafter referred to as a "Block of Shares."
      The date, after the purchase price is paid and the offer is accepted, on
      which the Corporation's transfer agent issues share certificate(s)
      representing the Block of Shares, is hereinafter referred to as the
      "Closing Date."

            (b) RESTRICTIONS ON TRANSFERS. Any offer to sell shares of Stock
      under this 1985 Plan shall be conditioned upon the following provisions:

                  (i) No shares of Stock purchased hereunder may be conveyed,
            transferred, encumbered or otherwise disposed of (any such
            disposition hereinafter called a "Transfer") by the Purchaser,
            except that the foregoing restriction on Transfer shall lapse:

                        (A) As to all shares owned by a Purchaser upon the death
                  of such Purchaser.

                        (B) As to all shares owned by a Purchaser upon the
                  permanent and total disability (as defined in the
                  Corporation's wage continuation plan) of such Purchaser.

                        (C) As to twenty five percent (25%) of each Block of
                  Shares on each of the first, second, third and fourth
                  anniversary of the Closing Date for such Block of Shares,
                  provided that the Purchaser is at each such date an employee



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                  or director of the Corporation.

                        (D) As to all shares owned by a Purchaser, if a Change
                  in Control occurs. 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 the Corporation
                  or any employee stock plan of the Corporation, is or becomes
                  the beneficial owner, directly or indirectly, of securities of
                  the Corporation representing fifteen percent (15%) or more of
                  the outstanding common stock of the Corporation; 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 common
                  stock of the Corporation, 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 November 6, 1991
                  individuals who at the beginning of such period were directors
                  of the Corporation cease, for any reason, to constitute at
                  least a majority of the Board of Directors of the Corporation;
                  or (iv) if a merger of, or consolidation involving, the
                  Corporation in which the Corporation's stock is converted into
                  securities of another corporation or into cash shall be
                  consummated, or a plan of complete liquidation of the
                  Corporation (whether or not in connection with a sale of all
                  or substantially all of the Corporation's assets) shall be
                  adopted and consummated, or substantially all of the
                  Corporation's operating assets are sold (whether or not a plan
                  of liquidation shall be adopted or a liquidation occurs),
                  excluding in each case a transaction solely for the purpose of
                  reincorporating the Corporation in a different jurisdiction or
                  recapitalizing the Corporation's stock.

                        This subdivision 5(b)(i)(D) shall apply to all shares of
                  Stock purchased hereunder regardless of when such shares were
                  issued, provided that with respect to shares of Stock issued
                  prior to the promulgation of this subdivision of 5(b)(i)(D),
                  the Purchaser of such shares shall have consented thereto
                  within 30 days after receipt by such Purchaser of a written
                  request from the Corporation for such consent.

                        (E) As to all shares owned by a Purchaser employed by
                  the Corporation or any of its subsidiaries upon a sale of
                  substantially all of the Corporation's assets.

                        This subdivision 5(b)(i)(E) shall apply to all shares of
                  Stock purchased hereunder regardless of when such shares were
                  issued, provided that with respect to shares of Stock issued
                  prior to the promulgation of this subdivision of 5(b)(i)(E),
                  the Purchaser of such shares shall have consented thereto


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                  within 30 days after receipt by such Purchaser of a written
                  request from the Corporation for such consent.

            Shares as to which the foregoing restrictions on Transfer have not
      lapsed are sometimes hereinafter referred to as "Restricted Shares."

                  (ii) Any purported Transfer of Restricted Shares made by a
            Purchaser shall be null and void, and the Corporation shall not have
            any obligation to recognize or give effect to such Transfer on its
            books and records or to recognize the person or persons to whom such
            proposed Transfer has been made as the legal or beneficial holder
            thereof.

                  (iii) Certificates representing shares of Stock which are sold
            pursuant to the provisions of this 1985 Plan shall EITHER (1) bear
            the following legend or such other or additional legends as counsel
            to the Corporation may deem appropriate:

                  RESTRICTED SHARES

                  The shares represented by this certificate are subject to the
                  terms of an Agreement between the person whose name appears
                  hereon and Ekco Group, Inc. (the "Corporation") and to all the
                  terms, conditions, restrictions on transfer and mandatory sale
                  provisions of the 1985 Ekco Group, Inc. Restricted Stock Plan.
                  A copy of said Agreement and said Plan is on file at the
                  principal office of the Corporation.

            or (2) be placed into escrow pursuant to an escrow agreement by and
            between the Corporation and an escrow agent appointed therein by the
            Committee.

            (c) SALE OF RESTRICTED SHARES TO CORPORATION ON TERMINATION OF
      SERVICE. If the Purchaser terminates his or her directorship or employment
      with the Corporation, or if his or her directorship or employment is
      terminated by the Corporation for any reason (hereinafter "Termination"),
      then, on the effective date of such Termination, the Purchaser shall be
      deemed to have sold all Restricted Shares to the Corporation at a price
      per share equal to the original price per share paid by the Purchaser, and
      the Purchaser shall have no further rights as a stockholder of the
      Corporation with respect to any Restricted Shares except the right to
      receive payment therefor as aforesaid.

            (d) OTHER CONDITIONS. The Committee, in authorizing an offer under
      this 1985 Plan, may impose such other terms, conditions or restrictions
      thereon as it shall deem appropriate, provided that the same: (i) shall
      not provide for the lapse of restrictions hereunder at a rate more rapid
      than provided under the plan's terms, and (ii) after the Closing Date for
      any Block of Shares under this 1985 Plan, no additional restrictions may
      be imposed without the consent of the Purchaser.





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6. Manner of Offer and Acceptance.
   ------------------------------

      After the Committee shall have determined that the Corporation should
offer a person the right to purchase shares under this 1985 Plan, an officer of
the Corporation shall present the offeree with a written statement of the terms
of the offer, including but not limited to, the number of shares which such
person shall be entitled to purchase, the purchase price per share as well as
the other terms, conditions and restrictions relating thereto, including those
which the Committee may determine to impose. The offeree shall have fifteen (15)
days from the date of the offer to accept such offer in accordance with its
terms.

      Any offer made hereunder may be conditioned upon the execution by the
Purchaser of a stock purchase agreement containing the terms, conditions and
restrictions of the offer including those imposed by the Committee, those
required by this 1985 Plan and any additional terms and conditions not
inconsistent herewith, as well as those as shall, in the opinion of the
Committee and counsel for the Corporation, be necessary or desirable to protect
the Corporation and to comply with applicable federal, state and local laws and
regulations and the rules of any stock exchanges upon which the Stock is listed.

7. Delivery and Repayment for Restricted Shares upon Termination of Service.
   ------------------------------------------------------------------------
 
      (a) Immediately upon Termination, the Purchaser shall be required to
deliver to the Secretary of the Corporation certificates representing all
Restricted Shares reflected in the records of the Corporation as owned by the
Purchaser on the effective date of Termination (hereinafter "Returned Shares"),
which Returned Shares shall be duly endorsed for transfer to the Corporation
with signature guaranteed at the time of delivery to the Corporation's
Secretary. Within thirty (30) days of receipt of Returned Shares, the
Corporation shall make payment for all such Returned Shares at a price per share
equal to the original price per share paid by the Purchaser. Notwithstanding the
foregoing or the provisions of Paragraph 5(c), the Committee shall have the
right, but not the obligation, within twenty (20) days of receipt of Returned
Shares to determine not to purchase all or a portion of Returned Shares, in
which event one or more certificates representing Returned Shares not so
purchased shall thereafter be re-delivered to the Purchaser, and the Purchaser
shall be restored as of the effective date of Termination to all rights as a
stockholder as to such Returned Shares not so purchased. In exercising the
foregoing discretion, the Committee may impose as a condition to the re-delivery
of Returned Shares that such Returned Shares be subject to restrictions on
Transfer, provided that such restrictions do not extend beyond the dates on
which restrictions on Transfer applicable to all such re-delivered Returned
Shares would have lapsed pursuant to Paragraph 5(b) if the Purchaser had
remained a director or employee of the Corporation. If no such action is
communicated to the Purchaser within the twenty (20) day period, then the
Corporation shall pay for all Returned Shares.

      (b) If the Purchaser does not deliver certificates representing all
Restricted Shares as provided in Subparagraph (a) above, then:

            (1) The Corporation may deposit the purchase price for the
      Restricted Shares with the Secretary or Treasurer of the Corporation, in
      which event payment for the Restricted Shares shall be deemed to have been
      completed. The Secretary or the Treasurer of the Corporation shall make


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      delivery of such funds to the Purchaser, without interest, upon receipt by
      the Corporation of the certificates; and

            (2) The Corporation may bring suit to compel the return of the
certificates.

      (c) Notwithstanding the foregoing, if the Committee has provided for
escrow of the Shares, then the Corporation shall notify the Escrow Agent of
Termination and provide instructions to the Escrow Agent of either (i) the
Corporation's intention to repurchase the Restricted Shares from the Purchaser,
or (ii) the Corporation's determination not to purchase all or any portion of
the Restricted Shares. If the Corporation elects to purchase the Restricted
Shares from the Purchaser, the Escrow Agent shall deliver such Restricted Shares
immediately to the Secretary of the Corporation and the Corporation shall
contemporaneously with the receipt thereof make payment to the Purchaser at the
price per share equal to the original price per share paid by the Purchaser. If
the Corporation elects not to purchase all or any portion of the Restricted
Shares, the Escrow Agent shall deliver one or more certificates representing
Restricted Shares the Corporation has determined not to purchase to the
Purchaser and the Purchaser shall be restored, as of the effective date of
Termination, to all rights as a stockholder as to such Restricted Shares not so
purchased. The Committee, acting on behalf of the Corporation, may impose such
restrictions on the transfer of the Restricted Shares which it does not purchase
hereunder as it deems appropriate, provided that such restrictions do not extend
beyond the dates on which restrictions on Transfer applicable to all such Shares
would have lapsed if the Purchaser had remained a director or employee of the
Corporation. If the Corporation does not give the Escrow Agent any instructions
within sixty days after the effective date of Termination, then the Committee
will have been deemed to have instructed the Escrow Agent to purchase the
Restricted Shares from the Purchaser.

8. Amendment and Termination.
   -------------------------

      The Committee may at any time amend or terminate this 1985 Plan, or make
such modification in this 1985 Plan as it shall deem advisable. However, no
amendment or modification of this 1985 Plan shall increase the amount of shares
of Stock allocated to the Reserve, or materially increase the benefits accruing
to participants under this 1985 Plan, or materially modify the requirements as
to eligibility for participation in this 1985 Plan unless such amendment or
modification has been approved by the affirmative vote of the holders of a
majority of the securities of the Corporation present or represented and
entitled to vote at a meeting of stockholders duly held in accordance with the
Delaware General Corporation Law. In no event shall any such amendment,
termination or modification modify or in any way affect any right or obligation
of a Purchaser created prior thereto without the consent of such Purchaser.

9. Limitation of Liability of Corporation.
   --------------------------------------

      Nothing contained in this 1985 Plan or any offer or agreement made
pursuant hereto shall be construed to impose any liability on the Corporation in
favor of the Purchaser with respect to any loss, cost or expense which the
Purchaser may incur in connection with or arising out of any transaction in
connection therewith.



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10. No Agreement to Employ.
    ----------------------

      Nothing appearing in or done pursuant to this 1985 Plan shall be held or
construed to constitute or be evidence of an agreement or understanding, express
or implied, on the part of the Corporation to employ or retain the Purchaser as
an employee and/or director of the Corporation or to allow service as a
consultant with the Corporation to be taken into account for any purpose
hereunder.

11. No Prior Right to Offer.
    -----------------------

      Nothing in this 1985 Plan shall be deemed to give any director, officer or
employee, or his or her legal representatives or assigns or any other persons or
entity claiming under or through him or her, any contractual or other right to
participate in the benefits of this 1985 Plan.

12. No Loans to Purchasers.
    ----------------------

      Neither the Corporation nor any subsidiary may directly or indirectly lend
money to any Purchaser for the purpose of assisting such Purchaser to acquire or
carry shares of Stock to be sold hereunder.

13. Notices.
    -------

      Any notice, other communication or delivery required or permitted to be
made or given pursuant to this 1985 Plan shall be sufficiently made or given if
delivered in person or sent by certified mail addressed to an offeree or
Purchaser at his or her address as set forth in the books and records of the
Corporation, or, if to the Corporation, if delivered in person to the Secretary
of the Corporation or sent by certified mail addressed to the Corporation at its
principal office to the attention of the Secretary of the Corporation.

14. Lost Certificates.
    -----------------

      If a certificate representing Restricted Shares hereunder is lost,
destroyed or stolen, a Purchaser shall give prompt written notification to that
effect to the Corporation and the Corporation's transfer agent. In order for the
transfer agent to arrange for replacement of such certificate, the Purchaser
will be required to sign an Affidavit of Loss and pay to the transfer agent an
insurance premium for a bond of indemnity.

15. Corporation's Right to Equitable Relief, Purchaser's Consent to Jurisdiction
    ----------------------------------------------------------------------------
and Purchaser's Appointment of Agent for Service of Process.
-----------------------------------------------------------

      By acceptance of an offer hereunder, the Purchaser will be deemed to
acknowledge that in the event of a breach or threatened breach of the provisions
of this 1985 Plan or the terms of any agreement entered into pursuant hereto,
including the attempted Transfer of Restricted Shares by such Purchaser,
monetary damages may not be adequate to compensate the Corporation, and,
therefore, in the event of such breach or threatened breach, in addition to any
right to damages, the Corporation shall be entitled to equitable relief in any
court having competent jurisdiction. Nothing herein shall be construed as
prohibiting the Corporation from pursuing any other remedies available to it for
any such breach


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or threatened breach.

      By acceptance of an offer hereunder, the Purchaser will be deemed to have
specifically consented to the jurisdiction of the courts of the State of New
Hampshire and to have appointed the Secretary of the Corporation as his or her
agent for the service of process in any action whether at law or in equity
brought by the Corporation to protect any of its rights hereunder or under any
agreements entered into pursuant to this 1985 Plan.

16. Severability.
    ------------

      If any provision of this 1985 Plan is held to be invalid or unenforceable
by a court of competent jurisdiction, then such provision or provisions shall be
modified to the extent necessary to make such provision valid and enforceable,
and to the extent that this is impossible, then such provisions shall be deemed
to be excised from this 1985 Plan and the validity, legality and enforceability
of the rest of this 1985 Plan and any agreements entered into pursuant to this
1985 Plan shall not be affected thereby.

17. Applicable Law.
    --------------

      This 1985 Plan and any agreement entered into pursuant hereto shall be
construed under the laws of the State of New Hampshire.



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