Exhibit 10.2


                              EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  (the  "Agreement"),  dated as of August 4,
1998, is entered into between Ranger Industries, Inc., a Connecticut corporation
(the "Company"), and Morton E. Handel ("Executive").

                                    Recitals

         The  Company  wishes to employ  Executive  and  Executive  wishes to be
employed by the Company, on the terms and conditions set forth below.

         THEREFORE, the parties agree as follows:

         1.  Employment  Duties.  During  the Term (as  defined in  paragraph  2
below),  the Company will employ  Executive as its Chief  Executive  Officer and
President.  Executive  will devote the  appropriate  time and  attention  to the
performance of his duties under this Agreement.  Executive  initially shall have
the duties,  rights and  responsibilities  normally associated with his position
with the Company,  together with such other  reasonable  duties  relating to the
operation of the business of the Company and its  affiliates  as may be assigned
to him from time to time by the Board of Directors of the Company (the  "Board")
or may otherwise be provided for in the Company's  Bylaws.  If the Company shall
so request,  Executive  shall  become and shall,  at any time during the term of
this Agreement as the Company shall so request, act as a director of the Company
and/or as an officer and/or  director of any of the  subsidiaries of the Company
as they may now exist or may be established by the Company in the future without
any compensation other than that provided for in paragraph 3.

         2. Term. The term of Executive's  employment  under this Agreement (the
"Term") will begin on the date of this Agreement and will  continue,  subject to
the  termination  provisions  set forth in  paragraph  5 below,  until the fifth
anniversary  of  the  date  hereof;  provided  that,  commencing  on  the  fifth
anniversary  of the date  hereof and on each  anniversary  thereafter,  the Term
shall  automatically  be  extended  for one year  unless  either the  Company or
Executive  gives written notice of  non-extension  to the other at least 90 days
prior to the expiration of the Term.

         3. Compensation.

         a. Restricted Stock. As base compensation,  in lieu of cash,  Executive
shall be issued  500,000 shares of the Company's  common stock (the  "Restricted
Stock"),  one-fifth of which shall be immediately vested and non- forfeitable as
of the date of this  Agreement  and the  balance of which  shall vest and become
non-forfeitable  in equal  installments on the first,  second,  third and fourth
anniversaries of the date of this Agreement.  Notwithstanding the foregoing, the
shares of Restricted  Stock shall, to the extent they remain  unvested,  vest in
full upon (i) Executive's  termination of Executive's employment for any reason,
other than termination for Cause or voluntary termination by Executive in breach
of this Agreement,  (ii) the termination of the product liability trust to which
the Company is a beneficiary  as described in the Company's  Form 10-KSB for the
year ended December 31, 1998 (the "Product  Liability  Trust") or the receipt by
the Company of a significant  distribution  from the Product  Liability Trust or
(iii) a Sale Event. Upon termination of Executive's employment for Cause or as a
result of  voluntary  termination  by  Executive  in  breach of this  Agreement,
Executive shall forfeit all unvested shares of Restricted Stock. For purposes of
this  Agreement,  a Sale Event is deemed to occur if (i) any  entity,  person or
group  (other than the Company or an  affiliate  of the Company or any  savings,
pension or other  benefit  plan for the  benefit of  employees  of the  Company)
acquires  shares of the  Company's  common stock in a  transaction  or series of
transactions that results in such entity, person or group directly or indirectly
owning  fifty  (50%)  percent  or more of the  outstanding  common  stock of the
Company, (ii) there are elected or appointed, within a twelve (12) month period,
persons to the Board who are not Board  members at the  beginning of such twelve
(12) month period,  whose election or appointment was not approved by a majority
of those  persons who were Board  members at the  beginning of such period,  and
which newly elected or appointed  Board  members shall  constitute a majority of
the Board or (iii) the Company sells all or  substantially  all of its assets to
any other person, or merges or consolidates with any other person or effects any
other similar reorganization,  if as a result of such merger,  reorganization or
consolidation  the  persons  who  immediately  prior  thereto  owned fifty (50%)
percent or more of the  outstanding  common  stock of the  Company  cease to own
securities  representing  more than 50% of the aggregate voting power and 50% of
the common equity of the  surviving  entity.  Executive  shall have the right to
receive  and  retain all  dividends  and other  distributions  in respect of the
shares of Restricted Stock and to vote the shares of Restricted  Stock,  whether
or not  vested.  Any  security  of the  Company  distributed  in  respect of any
Restricted Stock which is not vested,  shall vest and become  non-forfeitable at
the same time as such shares of Restricted Stock vest and become non-forfeitable
and shall be subject to  forfeiture  at the same time, if any, as such shares of
Restricted Stock.

         b. Bonus. In addition to the Restricted Stock, the Company shall pay to
Executive  as a bonus an amount  equal to  fifteen  (15%)  percent  of the gross
amount of any and all amounts received by the Company from the Product Liability
Trust. At Executive's advance election,  each such bonus shall be paid in a lump
sum within  fifteen (15) days after the Company's  receipt



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of the corresponding  amount from the Product Liability Trust or in nearly equal
installments over a period not to exceed three (3) years.

         4. Business Expenses.  The Company will pay or reimburse  Executive for
all business-related  expenses reasonably incurred by Executive in the course of
his  performance  of  duties  under  this   Agreement,   subject  to  reasonable
substantiation by Executive.

         5. Termination of Employment.

         a. Death and Disability.  Executive's  employment  under this Agreement
will terminate immediately upon his death and upon 30 days' prior written notice
given by the Company in the event  Executive is  determined  to be  "permanently
disabled" (as defined below).

         b. For Cause.  The Company may only  terminate  Executive's  employment
under this Agreement for "Cause".  "Cause" means either (A) a material breach by
Executive of any material provisions of this Agreement;  (B) action by Executive
constituting   willful   misconduct  or  gross  negligence  in  connection  with
performing his duties hereunder; (C) an act of fraud,  misappropriation of funds
or embezzlement  or conduct  intended to cause material injury to the Company by
Executive in  connection  with his  employment  hereunder;  or (D)  Executive is
convicted  of,  pleads  guilty to or  confesses  to any felony.  The Company may
terminate  Executive's  employment for Cause only by providing Executive written
notice of  termination,  which notice will  describe in detail the basis of such
termination.  If the  grounds  alleged  to  constitute  Cause  are  of the  type
described in clauses (A) or (B) of the definition of "Cause" above,  that notice
will become effective on the 30th day after  Executive's  receipt thereof unless
Executive cures the alleged violation or other  circumstance which was the basis
of such termination within such 30-day notice period.

         6. Benefits upon Termination.

         a.  Termination   with  Cause  or  Resignation.   Upon  termination  of
Executive's  employment  by the  Company for Cause or by  Executive's  voluntary
resignation in breach of this  Agreement,  the Company will remain  obligated to
pay Executive only the unpaid  portion of his bonus and benefits  (including the
value of any untaken  vacation time to the extent Executive has, during the year
in which such termination occurs, taken less vacation time than permitted to him
hereunder), to the extent accrued through the effective date of termination. Any
amount due under this subparagraph will be payable within 30 days after the date
of termination, unless a later date has been selected by Executive.

         b. No Mitigation. Executive will not be required to mitigate the amount
of any payment  provided for in this paragraph 6 by seeking other  employment or
otherwise,  nor will the amount of any payment or benefit  provided  for in this
paragraph  6 be  reduced  by any  

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compensation earned by him as the result of employment by another employer or by
retirement benefits after the date of termination, or otherwise.

         c.  Payment of  Additional  Taxes.  In the event  that any  accelerated
vesting of the  Executive's  rights with  respect to stock  options,  restricted
stock  (including  the  shares of  Restricted  Stock) or any  other  benefit  or
compensation results in the imposition of an excise tax payable by the Executive
under  Section  4999 of the Internal  Revenue  Code,  or any  successor or other
provision  with  respect to "excess  parachute  payments"  within the meaning of
Section  280G(b) of the Internal  Revenue  Code,  the Company  shall make a cash
payment to the  Executive in the amount of such taxes and shall also make a cash
payment to the  Executive in an amount equal to the total of federal,  state and
local income and excise taxes for which the  Executive  may be liable on account
of the cash payments made under this section.

         7.  Indemnification.  To the full extent  permitted by applicable  law,
Executive  shall be indemnified and held harmless by the Company against any and
all judgments, penalties, fines, amounts paid in settlement, and


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other reasonable expenses (including, without limitation,  reasonable attorneys'
fees and  disbursements)  actually  incurred by Executive in connection with any
threatened,  pending or completed  action,  suit or proceeding  (whether  civil,
criminal, administrative,  investigative or other) for any action or omission in
his capacity as a director, officer or employee of the Company.  Indemnification
under this paragraph 8 shall be in addition to, and not in substitution  of, any
other  indemnification  by the Company of its officers and  directors.  Expenses
incurred by Executive in defending an action,  suit or  proceeding  for which he
claims the right to be indemnified pursuant to this paragraph 8 shall be paid by
the  Company  in  advance  of the  final  disposition  of such  action,  suit or
proceeding upon the Company's receipt of (x) a written  affirmation by Executive
of his good  faith  belief  that  the  standard  of  conduct  necessary  for his
indemnification  hereunder and under the  provisions  of  applicable  law of the
State of Connecticut, has been met and (y) a written undertaking by or on behalf
of Executive to repay the amount  advanced if it shall  ultimately be determined
that  Executive  engaged in conduct which  precludes  indemnification  under the
provisions  of  applicable  law  of  the  State  of  Connecticut.  Such  written
undertaking  in clause (y) shall be  accepted by the  Company  without  security
therefor  and without  reference to the  financial  ability of Executive to make
repayment thereunder.  The Company shall use commercially  reasonable efforts to
maintain in effect for the Term of this  Agreement a  directors'  and  officers'
liability insurance policy, with a policy limit of at least $10,000,000, subject
to  customary  exclusions,  with  respect to claims made  against  officers  and
directors of the Company;  provided,  however,  the Company shall be relieved of
this obligation to maintain  directors' and officers' liability insurance if, in
the good faith  judgment of the  Company,  it cannot be obtained at a reasonable
cost.

         8.  Arbitration.  The parties  hereto will  endeavor to resolve in good
faith any controversy, disagreement or claim arising between them, whether as to
the interpretation,  performance or operation of this Agreement or any rights or
obligations  hereunder.  If they are  unable  to do so,  any  such  controversy,
disagreement  or claim  will be  submitted  to  binding  


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arbitration, for final resolution without appeal, by either party giving written
notice  to the other of the  existence  of a dispute  which it  desires  to have
arbitrated.  The  arbitration  will be  conducted  in New York,  New York by one
arbitrator  and  will be held in  accordance  with  the  rules  of the  American
Arbitration  Association.  The decision and award of the  arbitrator  must be in
writing and will be final and binding upon the parties hereto. Judgment upon the
award may be entered in any court having  jurisdiction  thereof,  or application
may be made to such court for a judicial acceptance of the award and an order of
enforcement,  as the case may be. The expenses of  arbitration  will be borne in
accordance with the determination of the arbitrator with respect thereto.

         9. Miscellaneous.

         a.  Executive  represents  and  warrants  that he is not a party to any
agreement,  contract or understanding,  whether  employment or otherwise,  which
would  restrict or prohibit him from  undertaking  or  performing  employment in
accordance with the terms and conditions of this Agreement.

         b. The  provisions  of this  Agreement  are severable and if any one or
more provisions may be determined to be illegal or otherwise  unenforceable,  in
whole or in part,  the  remaining  provisions  and any  partially  unenforceable
provision to the extent  enforceable in any jurisdiction will remain binding and
enforceable.

c. The rights and  obligations of the Company under this Agreement  inure to the
benefit of, and will be binding on, the Company and its successors and permitted
assigns,  and the rights and  obligations  (other  than  obligations  to perform
services) of Executive  under this  Agreement  will inure to the benefit of, and
will be binding upon,  Executive  and his heirs,  personal  representatives  and
permitted assigns; provided,  however, Executive shall not be entitled to assign
or delegate any of his rights and obligations  under this Agreement  without the
prior written consent of the Company; provided,  further, that the Company shall
not have the right to assign or delegate any of its rights or obligations  under
this  Agreement  except to a corporation,  partnership or other business  entity
that is, directly or indirectly, controlled by the Company.

         d. Any  notice to be given  under  this  Agreement  will be  personally
delivered in writing or will have been deemed duly given when received  after it
is posted in the United States mail,  postage prepaid,  registered or certified,
return receipt requested, and if mailed to the Company, will be addressed to its
principal place of business,  attention:  Secretary, and if mailed to Executive,
will be  addressed  to him at his home  address last known on the records of the
Company or at such other address or addresses as either the Company or Executive
may hereafter designate in writing to the other.

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         e. The failure of either party to enforce any  provision or  provisions
of this  Agreement  will not in any way be  construed  as a  waiver  of any such
provision or provisions as to any future  violations  thereof,  nor prevent that
party  thereafter  from  enforcing  each  and  every  other  provision  of  this
Agreement.  The rights  granted the parties herein are cumulative and the waiver
of any single  remedy  will not  constitute  a waiver of such  party's  right to
assert all other legal remedies available to it under the circumstances.

         f. THIS  AGREEMENT  WILL BE GOVERNED BY AND CONSTRUED  ACCORDING TO THE
LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO CONFLICTS OF LAWS.

         g. Captions and paragraph  headings used herein are for convenience and
are not a part of this Agreement and will not be used in construing it.


         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first set forth above.


                         RANGER INDUSTRIES, INC.



                         By:         /s/ John Turitzin
                             --------------------------------------
                             Name:  John Turitzin
                             Title: Secretary


                                      /s/ Morton E. Handel
                             --------------------------------------
                                      Morton E. Handel



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