ASSET PURCHASE AGREEMENT    
    
THIS ASSET PURCHASE AGREEMENT dated as of August 1, 1996 (the    
"Agreement"), by and between GENERAL HOUSEWARES CORP., a Delaware    
corporation, with an address of 1536 Beech Street, Terre Haute,    
Indiana 47804 ("Seller") and WAGNERWARE CORPORATION, an Ohio    
corporation, with an address of 800 West Liberty Street, Medina,    
Ohio  44256 ("Buyer").    
    
W I T N E S S E T H:    
    
WHEREAS, Seller is desirous of selling certain of the tangible    
and intangible assets related to the manufacture and sale of cast    
iron and cast aluminum cookware ("Business") and having Buyer    
assume certain scheduled liabilities of the Business; and    
    
WHEREAS, Buyer is desirous of purchasing such assets and assuming    
such liabilities on the terms and subject to the conditions    
hereinafter set forth.    
    
NOW, THEREFORE, in consideration of the premises and of the    
representations and warranties, covenants and agreements    
hereinafter made, the parties hereby agree as hereinafter set    
forth:    
    
1.  PURCHASE AND SALE OF ASSETS:    
    
1.1  Acquired Assets.  Subject to the terms and conditions    
hereof, at the Closing (as hereinafter defined), Seller shall    
sell, transfer, assign, convey and deliver, or cause to be sold,    
transferred, assigned, conveyed and delivered, to Buyer, and    
Buyer shall purchase and accept all of the assets (excluding the    
assets specifically set forth in Section 1.2 hereof) owned by    
Seller and used in connection with or related to the Business    
(collectively, such assets are referred to herein as the    
"Acquired Assets"), including without limitation:    
    
(a)  Machinery, Equipment, Furniture and Fixtures.  All of the    
machinery, equipment, tooling, dies, patterns, molds, stampings,    
computers, software, furniture, fixtures, supplies and all other    
personal property not normally included in inventory, used or    
held for use in connection with the Business, wherever located,    
set forth on Schedule 1.1(a) hereto;    
    
(b)  Inventory.  All of Seller's inventory used to produce cast    
iron and cast aluminum cookware (including raw materials,    
work-in-process, finished goods and parts) and supplies used or    
held for use in connection with the Business, wherever located;    
    
(c) Books, Records, Drawings and Similar Property.  All operating    
data, books and records of Seller which are necessary to the    
operation of the Business, wherever located, including, without    
limitation, customer lists, accounting and financial records,    
employee records, credit information, invoices, correspondence,    
engineering blueprints, drawings, designs, patterns, processes,    
sales and marketing materials, formulae, trade secrets and    
know-how, and other similar property and rights;    
    
(d)  Leases.  All of Seller's right, title and interest in    
certain leases and any improvements thereon as set forth on    
Schedule 1.1(d) hereto;    
    
(e)  Contracts.  All oral and written contracts, purchase    
commitments and other agreements pertaining to the Business that    
are set forth on Schedule 1.1(e) hereto;    
    
(f)  Real Property and Improvements.  All of Seller's right,    
title and interest in the real property and improvements listed    
on Schedule 1.1(f);    
    
(g)  Permits, Licenses and Authorizations.  All governmental    
permits, licenses and authorizations of any kind whatsoever    
associated with the Business set forth on Schedule 1.1 (g)    
hereto; and    
    
(h)  Other Assets.  All other assets owned by Seller, wherever    
located (but excluding the assets identified in Section 1.2    
hereof) relating to the Business, existing at the Closing, of    
every kind and nature, whether or not carried on the books of    
Seller, as set forth on Schedule 1.1(h).    
    
1.2  Certain Excluded Assets.  Notwithstanding Section 1.1    
hereof, Seller shall not sell or transfer, and Buyer shall not    
purchase or accept, the following assets of Seller (collectively,    
the "Excluded Assets"):    
    
(a)  Cash;    
    
(b)  Any rights to receive refunds with respect to income taxes    
paid by or with respect to Seller;    
    
(c)  All of Seller's accounts receivable associated with the    
business;    
    
(d)  All right, title and interest to any employee benefit and    
pension plan, contracts or agreements relating to employees or    
former employees of Seller;    
    
(e)  All rights of Seller under this Agreement and the agreements    
and instruments delivered by Buyer pursuant hereto;    
    
(f)  Minute books, stock certificates, stock ledger, general    
ledger, check registers, sales journals, bank statements, payroll    
records, tax returns and all rights of Seller in and to the    
"Licensed Marks", the "Patent" and the "Products" (as such terms    
are defined in the license agreement attached hereto as Exhibit    
C);    
    
(g)  Motor vehicles;    
    
(h)  Any obligation, contract, commitment or other agreement    
relating to the Business not set forth or described in Sections    
1.1 hereof, including that certain Trademark License Agreement    
dated November 22, 1993, by and between Seller and Innovation    
Group Ltd., the lease on the Sidney warehouse described in the    
Sublease attached hereto as Exhibit E and any agreement with the    
stockholders of Seller; and    
    
(i)  Security deposits and any prepaid insurance to extent    
policies are not assumed by Buyer.    
    
    
2.  ASSUMPTION OF CERTAIN LIABILITIES:    
    
2.1  Assumed Liabilities.  Buyer shall assume and thereafter pay,    
perform or discharge when due the liabilities as described on the    
Schedule of Assumed Liabilities attached hereto as Schedule 2(a)    
(the "Assumed Liabilities") as of the Closing (except for any    
liability arising out of Seller's failure to perform its    
obligations thereunder to the extent such performance is due on    
or prior to the Closing).  Buyer shall acquire the Acquired    
Assets free and clear of all liens, encumbrances, obligations and    
liabilities, except to the extent expressly assumed by Buyer or    
otherwise provided in or contemplated by this Agreement, as well    
as any and all liabilities that may arise after the Closing.    
    
2.2  Buyer's Responsibility.  Buyer shall have all responsibility    
to all creditors and all third parties and to Seller with respect    
to, and shall pay, discharge and perform when due the Assumed    
Liabilities.  Buyer shall indemnify and hold Seller harmless from    
and against any and all costs, loss, liability (including    
reasonable attorneys' fees) arising from such obligations or     
liabilities.  Buyer shall also be responsible for all liabilities    
and obligations incurred in connection with the operation of the    
Business after the date hereof, including liability for taxes    
relating to any period after the date hereof, and for any    
liability arising out of an Occurrence (as defined in Section 2.3    
(d) hereof) which takes place after the date hereof.  Real estate    
taxes on the real property included in the Acquired Assets (the    
"Real Property") will be prorated to August 1, 1996.    
    
2.3  Non-Assumed Liabilities.  Seller shall remain liable and    
responsible for the liabilities and obligations of the Business    
not specifically assumed by Buyer hereunder (collectively, the    
"Non-Assumed Liabilities"), including without limitation:    
    
(a)  The contracts, commitments and agreements which are Excluded    
Assets under Section 1.2 (h) hereof;    
    
(b)  Liability for accrued vacation pay as of August 1, 1996;    
(c)  Post-retirement life, health and disability insurance    
benefits, including but not limited to those specified in Section    
7.3 hereof;    
    
(d)  Liability for all actions, suits, claims, proceedings or    
investigations involving the Business which were either (i)    
instituted or asserted prior to the date hereof, including    
without limitation those listed on Schedules 5.4, 5.6 and 5.11    
(a)(iii) and (iv) hereto, or (ii) arise out of any Occurrence    
(defined as of the date of injury, death, damage, loss or    
destruction of property giving rise to a claim) which takes place    
prior to the date hereof, including in each case all workers'    
compensation claims;    
    
(e)  Liability for severance pay;    
    
(f)  Responsibility or liability associated with the "employee    
benefit plans" listed on Schedule 5.11(f); and    
    
(g)  All taxes relating to any period prior to the date hereof,    
including but not limited to, (i) federal, state and local income    
taxes and state or local income based franchise taxes, (ii) taxes    
relating to the real property prorated to the date hereof and    
(iii) FICA and other sate or federal payroll taxes and    
withholding taxes.    
    
3.  PURCHASE PRICE FOR THE ACQUIRED ASSETS.      
    
The Purchase Price for the Acquired Assets will be Four Million    
Dollars ($4,000,000), payable by Buyer to Seller as follows:  (a)    
One Million Dollars ($1,000,000) cash payable by wire transfer in    
immediately available funds delivered at the Closing to an    
account designated by the Seller in Section 4.2 and (b) a    
Promissory Note in the amount of Three Million Dollars    
($3,000,000) delivered at the Closing, substantially in the form    
of Exhibit A (the "Promissory Note"), secured by a mortgage on    
the real property listed on Schedule 1.1(f) and a security    
interest in all other Acquired Assets.  The purchase price will    
be reduced by an amount equal to the Book Value of any packaging    
inventory returned to Seller by Buyer, which amount will be set    
off against the final payment or payments due under the    
Promissory Note as more fully provided therein.    
    
4.  CLOSING AND PAYMENT OF THE PURCHASE PRICE.    
    
4.1  Closing.  Subject to the satisfaction of the conditions    
precedent of Buyer and Seller set forth in Article 10 and Article    
11, the Closing of the transactions contemplated hereby (the    
"Closing") shall be held at the offices of Vorys, Sater, Seymour    
and Pease in Columbus, Ohio, on August 16, 1996, to be effective    
as of August 1, 1996.    
    
4.2  Payment of Purchase Price.  At the Closing, Buyer shall    
deliver to Seller, against transfer of title to the Acquired    
Assets, the Purchase Price for the Acquired Assets by wire    
transfer the sum of One Million Dollars ($1,000,000) to the    
Seller's account at Harris Trust and Savings Bank, 111 West    
Monroe Street, Chicago, IL 60690, GHC Account #268-5600, Routing    
ABA #071 000 288 and delivery of the Promissory Note.    
    
4.3  Transfer of Acquired Assets.  At the Closing, Seller shall    
transfer to Buyer all right, title and interest in and to the    
Acquired Assets as provided herein.  Said transfer shall be    
effected by the delivery to Buyer of fully executed bills of    
sale, endorsements, assignments and other good and sufficient    
instruments of conveyance and transfer, all in form and substance    
reasonably satisfactory to Buyer and its counsel.    
    
4.4  Assumption of Liabilities.  At the Closing, Buyer shall,    
upon the request of Seller, execute and deliver assumption of    
liabilities agreements, assuming and undertaking to perform and    
pay when due the Assumed Liabilities, and instruments granting    
security interests to Seller all in form and substance reasonably    
satisfactory to Seller and its counsel.    
    
5.  REPRESENTATIONS AND WARRANTIES OF SELLER.    
    
Seller represents and warrants as follows:    
    
5.1  Organization and Qualification of Seller.  Seller is duly    
organized, validly existing and in good standing under the laws    
of the State of Delaware and it is duly authorized to do business    
in the State of Ohio.  Seller has requisite corporate power and    
authority to own or lease all of its properties and assets    
relating to the Business and to conduct the Business in the    
manner and in the places where such properties are owned or    
leased or the Business is now conducted.    
    
5.2  Authority of Seller.  This Agreement and each of the    
agreements and other documents and instruments delivered or to be    
delivered to Buyer pursuant to, or as contemplated in this    
Agreement will constitute, when so delivered, the valid and    
binding obligations of Seller and shall be enforceable in    
accordance with their respective terms except insofar as such    
enforceability may be limited by applicable bankruptcy,    
insolvency, reorganization, moratorium, or similar laws affecting    
creditor's rights generally and except as to the availability of    
equitable remedies. Upon approval of this Agreement and the    
transactions contemplated hereby by Seller's Board of Directors,    
the execution, delivery and performance of this Agreement and    
each of the agreements and other documents and instruments    
delivered or to be delivered to Buyer by Seller will have been    
duly authorized by all necessary action of Seller and will be    
within Seller's corporate powers.    
    
Upon approval of this Agreement and the transactions contemplated    
hereby by Seller's Board of Directors, the execution, delivery    
and performance of this Agreement or any other agreement,    
document or instrument by Seller will not, with the passage of    
time, or the giving of notice, or both:    
    
(a)  result in a breach of, or constitute a default, or result in    
any right of termination, or other effect adverse to Seller or    
the Acquired Assets, under any indenture or loan or credit    
agreement of Seller, or any other agreement, lease or instrument    
to which Seller is a party or by which any of the Acquired Assets    
is bound or affected;    
    
(b)  result in, or require, the creation or imposition of any    
mortgage, deed of trust, pledge, lien, security interest or other    
charge or encumbrance or claim of any nature whatsoever on the    
Acquired Assets;    
    
(c)  result in a violation of, or default under any law, rule, or    
regulation, or any order, writ, judgment, injunction, decree,    
determination or award now in effect having applicability to    
Seller or to the Acquired Assets;    
    
(d)  violate any provisions of the Certificate of Incorporation    
or By-Laws of Seller; or    
    
(e)  require any approval, consent or waiver of, or filing with,    
any person or entity, private or governmental other than the    
persons listed on Schedule 5.2(e) hereto.    
    
5.3  Assets.    
    
(a)  Title.  Seller owns all of the Acquired Assets, free and    
clear of all liens, pledges, mortgages, leases, security    
interests, options, or any other material encumbrances or    
imperfections of title, except for those items listed on the    
Schedule of Liens attached hereto as Schedule 5.3(a) and, as to    
Real Property, current taxes and assessments not yet due and    
payable and easements, conditions and restrictions contemplated    
by Section 7.4 hereof.    
    
(b)  Inventory.  Finished goods, work-in-process, raw materials    
and component parts being acquired by Buyer will be usable and/or    
salable in the ordinary course of business.    
    
5.4  Litigation.  There is no action, suit, investigation or    
proceeding pending before any Court or governmental agency    
against Seller, and, to Seller's knowledge, there is no    
threatened action, suit, investigation or proceeding, including    
any bankruptcy proceeding against Seller, except as set forth on    
the Schedule of Litigation attached hereto as Schedule 5.4.    
    
5.5  Leases.  Attached hereto as Schedule 1.1(d) is a description    
of each lease (whether oral or written) which shall be assigned    
to and assumed by Buyer hereunder and under which Seller is the    
lessee of personal or real property.  A true, correct and    
complete copy of each written lease identified in Schedule 1.1(d)    
has been delivered to Buyer, and Buyer hereby acknowledges such    
receipt.  All rentals due under the leases have been paid and    
there exists no default under the terms of any such lease, and no    
event has occurred which, upon the passage of time or giving of    
notice, or both, would result in any event of default or prevent    
Seller from exercising and obtaining the benefits of any options    
or other rights contained therein.  Seller has all right, title    
and interest of the lessee under the terms of each lease, free    
and clear of all encumbrances, and all such leases are valid and    
in full force and effect.  None of the leases is terminable by    
the Lessor as a result of the transactions contemplated by this    
Agreement.    
    
5.6  Contracts and Commitments.  Schedule 1.1(e) hereto sets    
forth a true, complete and correct list of all of Seller's    
contracts which shall be assigned to and assumed by Buyer    
hereunder ("Contract(s)").  All such Contracts were made at arms'    
length and were not entered into with (a) any officer or director    
of Seller or (b) any entity which Seller controls or in which    
Seller has any direct or indirect interest.  Each Contract is in    
full force and effect, and Seller is not in material default    
under any such Contract, nor has any event occurred which, with    
the passage of time or the giving of notice, or both, would    
constitute a material default thereunder, or cause the    
acceleration of any obligation of Seller, or result in the    
creation of any lien, charge or encumbrance whatsoever upon the    
Acquired Assets.  Except as set forth on Schedule 5.6 hereto, no    
third party is in material default under any Contract made with    
Seller or any obligation owed to Seller, nor has any event    
occurred which, with the passage of time or giving of notice, or    
both, would constitute a material default thereunder or cause the    
acceleration of any obligation of Seller, or result in the    
creation of any lien, charge or encumbrance whatsoever upon the    
Acquired Assets.    
    
5.7  Tax Matters.  There are no tax liens upon or pending or, to    
the best of Seller's knowledge, threatened against Seller with    
respect to the Acquired Assets.  Seller has made all withholdings    
and deposits of tax as required by federal, state or local laws.    
    
5.8  Undisclosed Liabilities.  Seller does not have, and will not    
have on the Closing, any liabilities or obligations of any kind    
or amount secured by the Acquired Assets, whether accrued,    
absolute, contingent or otherwise, except such as are being    
discharged at the Closing or assumed by Buyer.  To the best of    
Seller's knowledge, except for the Assumed Liabilities or as    
otherwise disclosed in this Agreement or in the Schedules hereto,    
there are no liabilities of the Seller or any kind whatsoever,    
whether or not accrued or fixed, absolute or contingent,    
determined or determinable, nor is there any condition or    
circumstance existing or which has existed, and no event shall    
have occurred which could reasonably be expected to result in any    
such liability which is or could be binding upon or become a    
liability of the Buyer or upon the Acquired Assets.    
    
5.9  Brokers or Finders.  Seller shall be responsible for the    
fees of any broker or finder in connection with the sale of the    
Acquired Assets; provided, however, that such fees shall not    
exceed, in the aggregate, Four Hundred Thousand Dollars    
($400,000).    
    
5.10  Outside Contractors and Vendors.  Schedule 1.1(h) hereto    
sets forth a true, complete and correct list of all persons other    
than Seller who have possession of any assets of Seller used or    
held for use in the Business, including vendors and contractors,    
with the assets and their locations set forth thereon.    
    
5.11  Labor Matters.    
    
(a)  With respect to the Business prior to the Closing:    
    
(i)  No present or former employee of Seller has any claim    
against Seller (whether under federal or state law, under any    
employee agreement or otherwise) on account of or for (A)    
overtime pay, other than overtime pay for the current payroll    
period, (B) wages or salaries (excluding wages or salaries for    
the current payroll period), (C) vacations, time off or pay in    
lieu of vacation or time off, or (D) any violation of any    
statute, ordinance or regulation relating to minimum wages or    
maximum hours of work, except as disclosed on Schedule 5.4;    
    
(ii)  No person or party (including, but not limited to,    
governmental agencies of any kind) has any claim, and there is no    
basis for any claim, against Seller arising out of any statute,    
ordinance or regulation relating to discrimination of employees    
or employment practices or occupational or safety and health    
standards;    
    
(iii)  There is not pending or, to the best of Seller's    
knowledge, threatened any labor dispute, strike or work stoppage    
involving Seller's employees, except as set forth on Schedule    
5.11(a)(iii);     
    
(iv)  There is not pending or, to the best of Seller's knowledge,    
threatened any charge or complaint against Seller by or before    
the National Labor Relations Board or any representative thereof,    
or any comparable state agency or authority, except as set forth    
on Schedule 5.11(a)(iv);    
    
(v)  Seller has no employment agreements or other agreements that    
contain any severance or termination pay liabilities or    
obligations, nor any bonus, vacation, deferred compensation,    
profit-sharing, pension, retirement or other employee benefit    
plans affecting persons employed or retained by Seller, except as    
set forth on Schedule 5.11(a)(v) hereto;    
    
(vi)  Seller has made all required payments to the appropriate    
governmental authorities with respect to applicable unemployment    
compensation reserve accounts; and    
         
(vii)  Except as set forth on Schedule 5.11(a)(vii), no key    
employee has notified Seller that he or she intends to terminate    
his or her employment as a result of the transactions    
contemplated by this Agreement.    
    
(b)  Schedule 5.11(b) is a list of union contracts of the Seller    
with the employees of the business.    
    
(c)  Schedule 5.11(c) hereto is a list of all hourly paid    
employees employed by Seller, which list identifies each such    
person's primary responsibilities with the Business as of the    
date hereof and the hourly rate of compensation for each such    
employee.    
    
(d)  Schedule 5.11(d) hereto is a list of all salaried employees    
employed by Seller, which list identifies the current position of    
each such employee and the current rate of compensation for each    
such employee.    
    
(e)  Schedule 5.11(e) hereto is a list of the accrued vacation    
pay as of the date hereof for each employee of Seller.    
    
(f)  Each "employee benefit plan" (as defined in Section 3(3) of    
the Employee Retirement Income Security Act of 1974, as amended    
("ERISA") established or maintained by Seller and which covers    
any of Seller's employees is listed on Schedule 5.11(f) hereto.     
Copies of each such employee benefit plan and the summary plan    
description thereof have been previously delivered to Buyer.    
    
5.12  Environmental Matters.  To the best of Seller's knowledge,    
there is no material chemical contamination on the facility or    
violation of applicable environmental laws other than as set    
forth on Schedule 5.12(a) or in the Phase I Environmental Site    
Assessment Report, dated June 1, 1989, and performed by Applied    
Environmental Technologies Corporation, attached hereto and    
incorporated herein as Schedule 5.12(b), except that Seller    
acknowledges that hazardous waste had been disposed of in the    
"on-site dump" referred to in the first paragraph of "6.0 Summary    
of Key Findings" in the report.  Seller is in the process of    
performing a hazardous waste closure of the "on-site dump"    
pursuant to a Closure Plan approved by the Ohio Environmental    
Protection Agency.    
    
5.13  Insurance.  All insurance policies providing insurance    
coverage with respect to the Business, the Acquired Assets and    
employees of Seller are set forth on Schedule 5.13 hereto.    
    
5.14  Financial Information.  The financial information for the    
business previously provided by Seller to Buyer is consistent    
with the books and records of Seller with respect to the    
Business.    
    
5.15  Compliance with Laws.  Except as disclosed in this    
Agreement or the Schedules hereto, Seller has complied in all     
material respects with all laws, regulations, rules and orders of    
any governmental department or agency or any other commission,    
board, agency or instrumentality, federal, state or local, or    
other requirements of law affecting the Business and operations    
thereof, and Seller is not in default in any material respect    
under or in violation of any provision of any federal, state or    
local law, regulation, rule or order applicable to the Business.    
    
5.16  Licenses and Rights.  Seller possesses all franchises,    
licenses, easements, permits and other authorizations from    
governmental or regulatory authorities and from all other persons    
or entities that are necessary to permit it to engage in the    
Business as presently conducted in and at all locations and    
places where it is presently operating.  Such franchises,    
licenses, permits and other authorizations are listed on Schedule    
1.1(g).    
    
5.17  Conduct of Business.  The Acquired Assets, together with    
the rights granted or assigned by Seller to Buyer pursuant to    
this Agreement, the license agreement attached hereto as Exhibit    
C and the sublease attached hereto as Exhibit E constitute all of    
the assets necessary to the operation of the Business as    
presently conducted.    
    
5.18  Product Safety.    
    
(a)  To Seller's current actual knowledge, without investigation,    
Seller has not been required to file any notification or other    
report with, or provide information to, the United States    
Consumer Product Safety Commission, or any product safety agency,    
commission, board or other body of any jurisdiction, concerning    
actual or potential hazards with respect to any product    
manufactured, distributed or sold by Seller as part of the    
Business being acquired by Buyer; and    
    
(b)  Seller has not made any knowing misrepresentation or    
knowingly furnished any information containing any material    
omission to any product safety testing laboratory or similar    
organization with respect to any product manufactured,    
distributed or sold by Seller as part of the Business being    
acquired by Buyer.    
    
5.19  Real Property. To Seller's current actual knowledge,    
without investigation, with respect to the Real Property:    
    
(a)  Seller has adequate permanent rights of ingress to and    
egress from the Real Property;    
    
(b)  All water, sewer, gas, electric, telephone, drainage and    
other utility equipment, facilities and services required by law    
or necessary for the operation of the Real Property as it is now    
being operated are installed and connected pursuant to valid    
permits, are adequate to service the Real Property and are in    
operating condition; and no fact or condition exists which would    
result in the termination or impairment of the furnishing of    
service to the Real Property of water, sewer, gas, electric,    
telephone, drainage and other such utility services; and    
    
(c)  Seller has received no notice from any insurance carrier,    
nor does Seller have knowledge of, defects or inadequacies in the    
Real Property which, if not corrected, would result in    
termination of insurance coverage or increase in the costs    
thereof.    
    
6.  REPRESENTATIONS AND WARRANTIES OF BUYER.    
    
As of the date hereof and as of the Closing, Buyer represents and    
warrants as follows:    
    
6.1  Organization of Buyer.  Buyer is duly organized, validly    
existing and in good standing under the laws of the State of    
Ohio.    
    
6.2  Authority of Buyer.  This Agreement and each of the    
agreements and other documents and instruments delivered or to be    
delivered to Seller pursuant to or as contemplated in this    
Agreement will constitute, when so delivered, the valid and    
binding obligation of Buyer and shall be enforceable in    
accordance with their respective terms except insofar as such    
enforceability may be limited by applicable bankruptcy,    
insolvency, reorganization, moratorium, or similar laws affecting    
creditor's rights generally and except as to the availability of    
equitable remedies.  The execution, delivery and performance of    
this Agreement and each of the agreements, documents and    
instruments delivered or to be delivered to Seller by Buyer, have    
been duly authorized by all necessary corporate action of Buyer    
and are within Buyer's corporate powers.  The execution, delivery    
and performance of this Agreement or any other agreement,    
document or instrument by Buyer does not and will not, with the    
passage of time, or the giving of notice, or both:    
    
(a)  result in a breach of, or constitute a default, or result in    
any right of termination, or other effect adverse to Buyer or the    
Acquired Assets, under any indenture or loan or credit agreement    
of Buyer or any other agreement, lease or instrument to which    
Buyer is a party;    
    
(b)  result in a violation of, or default under any law, rule, or    
regulation, or any order, writ, judgment, injunction, decree,    
determination or award now in effect having applicability to    
Buyer or to the Acquired Assets;    
    
(c)  violate any provisions of the Certificate of Incorporation    
or By-Laws of Buyer; or    
    
(d)  require any approval, consent or waiver of, or filing with,    
any person or entity, private or governmental.    
    
6.3  Brokers or Finders.  Buyer has not retained, employed or    
used any broker or finder in connection with the purchase of the    
Acquired Assets or in connection with the negotiation thereof.    
    
7.  COVENANTS OF SELLER AND BUYER.    
    
7.1  Management Prior to Closing.  On the date hereof, Seller and    
Buyer will execute and deliver a Management Agreement in the form    
of Exhibit B hereto pursuant to which Buyer will manage the    
Business until the Closing.  During such period, Buyer shall    
advise Seller of all material developments related to Buyer's    
management.  Seller shall fully cooperate with Buyer in    
connection therewith.  If this Agreement is terminated pursuant    
to Section 12.1, Seller shall reimburse Buyer for (i) preapproved    
capital expenditures as specified in the Management Agreement and    
(ii) unreimbursed payments by Buyer in respect of any liability    
of Buyer which is not an Assumed Liability.    
    
7.2  Pension Plans - Union Employees.  Seller will continue to    
accrue pension benefits under its existing defined benefit    
pension plans under the agreements with the unions listed on    
Schedule 5.11(b) until December 31, 1996, and then shall freeze    
the benefits for the employees covered by such union contracts as    
if the defined benefit pension plans were terminated on that    
date.    
    
7.3  Post-Retirement Life, Health and Disability Insurance    
Benefits.  Seller shall be liable for any post-retirement life,    
health and disability benefits for all employees who have left    
employment prior to the date hereof and who have met Seller's    
eligibility requirements for such benefits.    
    
7.4  Title Insurance.  Seller shall furnish, and Buyer shall pay    
for, an owner's title insurance commitment and policy in the    
amount of One Million Dollars ($1,000,000).  The title evidence    
shall be certified within 30 days prior to Closing with    
endorsement as of 8:00 A.M. on the business day prior to the date    
of Closing, all in accordance with the standards of the Columbus    
Bar Association, and shall show in Seller marketable title in fee    
simple free and clear of all liens and encumbrances except;  (a)    
those created by or assumed by Buyer; (b) those specifically set    
forth in this contract; (c) zoning ordinances; (d) legal    
highways; and (e) covenants, restrictions, conditions and    
easements of record which do not unreasonably interfere with    
present lawful use.  Buyer shall pay any additional costs    
incurred in connection with mortgage insurance issued for the    
protection of Buyer's lender.  If Buyer desires a survey, Buyer    
shall pay the cost thereof.    
    
7.5  Notice of Breach by Seller.  Seller covenants and agrees    
that, during the period from the date hereof through and    
including the Closing, to the extent Seller obtains knowledge    
that any of the representations or warranties contained in    
Article 5 hereof would be incorrect in any respect were those    
representations or warranties made immediately after such    
knowledge was obtained, Seller shall notify Buyer in writing    
promptly of such fact and exercise its best efforts to remedy    
same.    
    
7.6  Consummation of Agreement by Seller.  Seller shall use its    
best efforts to satisfy all conditions to the Closing that are    
within its control to enable the transactions contemplated by    
this Agreement to be fully carried out.    
    
7.7  Notice of Breach by Buyer.  Buyer covenants and agrees that,    
during the period from the date hereof through and including the    
Closing, to the extent Buyer obtains knowledge that any of the    
representations or warranties contained in Articles 5 and 6    
hereof would be incorrect in any respect were those    
representations or warranties made immediately after such    
knowledge was obtained, Buyer shall notify Seller in writing    
promptly of such fact and exercise its best efforts to remedy    
same.    
    
7.8  Consummation of Agreement by Buyer.  Buyer shall use its    
best efforts to satisfy all conditions to the Closing that are    
within its control to enable the transactions contemplated by    
this Agreement to be fully carried out.    
    
7.9  Payment of Obligations Retained by Seller.  Subject to its    
right to contest any debt or claim in good faith, Seller shall    
pay all obligations of the Business retained by it in accordance    
with reasonable business practice.    
    
8. INDEMNIFICATION.    
    
8.1  Indemnification by Seller.  Subject to Section 8.5, Seller    
hereby agrees to defend, indemnify and hold Buyer and its    
officers, directors, shareholders, employees, and agents harmless    
from and against any damages, liabilities, losses and expenses    
(including, without limitation, reasonable attorneys' fees) of    
any kind or nature whatsoever which may be sustained or suffered    
by Buyer or its officers, directors, shareholders, employees and    
agents, arising out of, based upon or by reason of:  (a) the    
operation of the Business prior to the date hereof; (b) the    
Non-Assumed Liabilities; (c) a breach of any representation or    
warranty, or a failure to perform any agreement or covenant, made    
by Seller in this Agreement or in any Exhibit, Schedule,    
certificate or other document delivered hereunder, or (d) any    
claim, action or proceeding asserted or instituted growing out of     
any matter or thing covered by such breached representations,    
warranties, agreements or covenants.    
    
8.2  Indemnification by Buyer.  Subject to Section 8.5, Buyer    
hereby agrees to defend, indemnify and hold Seller and its    
officers, directors, shareholders, employees and agents, harmless    
from and against any damages, liabilities, losses and expenses    
(including, without limitation, reasonable attorneys' fees) of    
any kind or nature whatsoever which may be sustained or suffered    
by Seller or its officers, directors, shareholders, employees and    
agents, arising out of, based upon, or by reason of: (a) the    
operation of the Business from and after the date hereof; (b) the    
Assumed Liabilities; (c) a breach of any representation or    
warranty, or a failure to perform any agreement or covenant, made    
by Buyer in this Agreement or in any Exhibit, Schedule,    
certificate or other document delivered hereunder, or (d) any    
claim, action or proceeding asserted or instituted growing out of    
any matter or thing covered by such breached representations,    
warranties, agreements or covenants.    
    
8.3  Limitation on Claims.  All claims pursuant to Section 8.1    
for damages, liabilities, losses and expenses in the aggregate    
shall not exceed the sum of the Purchase Price payable pursuant    
hereto and the amounts payable pursuant to the License Agreement    
referred to in Section 9.5 hereof, it must be brought no later    
than one (1) year from Closing.    
    
8.4  Notice Defense of Claims.  Each party to this Agreement    
shall give prompt written notice to the other party of each claim    
for indemnification hereunder specifying the amount and nature of    
the claim, and of any matter which is likely to give rise to an    
indemnification claim.  The indemnifying party has the right to    
control, at its expense, the defense of any such matter or its    
settlement.  The indemnifying party will use its reasonable    
efforts to reach an expeditious resolution of any such matter.      
Failure to give timely notice of a matter which may give rise to    
an indemnification claim shall not affect the rights of the    
indemnified party to collect such claims from the indemnifying    
party so long as such failure to so notify does not materially    
adversely affect the indemnifying party's ability to defend such    
claim against a third party.  No indemnifying party, in the    
defense of any claim or litigation, shall, except with the    
consent of an indemnified party, which consent shall not be    
unreasonably withheld or delayed, consent to entry of any    
judgment or enter into any settlement by which such indemnified    
party is to be bound and which judgment or settlement does not    
include, as an unconditional term thereof, the giving by the    
claimant or plaintiff to such indemnified party of a release from    
all liability in respect to such claim or litigation.    
    
8.5  Additional Indemnification for Environmental Remediation.    
Notwithstanding the limitations set forth in Section 8.3, Seller    
shall indemnify and hold harmless Buyer from and against any and    
all claims, actions, causes of action, costs, expenses, damages    
and other charges which Buyer incurs or is required to expend in    
relation to the cleanup or reduction or securing of contamination    
that existed on the real property being acquired as part of the    
Acquired Assets (the "Premises") on the day of Closing, including    
all lawful storage, treatment and/or disposal of removed    
contamination, Premises restoration following such activities,    
payment of natural resource and other damages (all of such    
activities being called "Remediation"), and all third party and    
professional costs, including engineering, consultant and    
attorneys' fees associated with or necessary in order to carry    
out such Remediation; PROVIDED, HOWEVER, that this    
indemnification shall be enforceable only with respect to    
expenditures incurred by Buyer as a result of Buyer being ordered    
to conduct such Remediation either by an agency or court of    
competent jurisdiction of either the State of Ohio or of the    
United States of America, or by both, and Seller shall not be    
required to indemnify Buyer for any expenditures made for any    
Remediation or partial Remediation conducted other than pursuant    
to such an order or orders. Buyer shall give Seller written    
notice of any written threat or proposal to issue an order for    
Remediation by any such governmental entity as soon as    
practicable but in any event within 30 days of Buyer's receipt of    
such order or threat or proposal for such order of Remediation    
(or such lesser period as shall be necessary to provide Seller an    
adequate opportunity to respond thereto) and at least 30 days    
before Buyer agrees to any such order. Buyer shall not be    
required to negotiate, contest, challenge or appeal any such    
order or proposed order, or part thereof, by any such    
governmental entity. However, if Seller wishes to negotiate,    
contest, challenge or appeal any such order or threat or proposal    
for such order of Remediation, it may do so at its sole risk and    
cost, and Buyer agrees to be named as a party and to sign    
whatever documents and take whatever actions are reasonable and    
necessary to assist Seller in such negotiation, contest,    
challenge or appeal, but Buyer shall be free without imperiling    
its right to enforce this indemnification to perform all lawful    
orders that have not been properly stayed.  Seller's obligation    
to indemnify Buyer under this Section 8.5 shall terminate and be    
unenforceable from and after the tenth anniversary of the    
Closing, and from and after said tenth anniversary, Buyer shall    
indemnify Seller from and against all liability for such    
Remediation.    
    
9.  MISCELLANEOUS COVENANTS AND AGREEMENTS OF SELLER AND OF    
BUYER.    
    
9.1  Consents of Third Parties.  To the extent that any transfer    
or assignment of any contract, license, permit, or right to be    
transferred and assigned to Buyer as provided herein, shall    
require the consent of the other party thereto, or of any other    
person or governmental or other authority, this Agreement shall    
not constitute an agreement to assign the same if any attempted    
assignment would constitute a breach thereof or have any other    
adverse effect thereon.  Seller agrees that it will use    
reasonable efforts before and after the Closing to obtain and    
deliver the consent of the other parties and the approvals of    
other persons or authorities, to the extent necessary, to the    
assignment of all such contracts, leases, licenses, permits,    
commitments or rights to Buyer.  If such consent or approval is    
not obtained at the Closing and the Buyer elects to proceed with    
the Closing, Seller shall act as Buyer's agent, to the extent    
permissible under the applicable document, in order to obtain for    
Buyer the benefits thereunder, and Seller will cooperate with    
Buyer in any reasonable arrangement designed to provide for Buyer    
all benefits under any such contracts, licenses, leases,    
commitments or rights.   Nothing herein shall be deemed a waiver    
by Buyer of its right to receive at the Closing an effective    
assignment of all of the Acquired Assets unless it elects to    
proceed with the Closing.    
    
9.2  Taxes, Assessments, and Charges.  Each of Seller and Buyer    
shall be responsible for, and shall pay when due, any sales, use,    
transfer or stamp taxes which may be imposed on the sale of the    
Acquired Assets by a seller or buyer, respectively, as is    
customary in such transactions.    
    
9.3  Warranty Program.  Products manufactured by Seller as part    
of the Business being acquired by Buyer are subject to certain    
express and implied warranties.  Buyer shall assume and pay,    
perform and discharge all warranty obligations of Seller;    
provided, however, that for a period of 18 months from and after    
the date hereof, Seller shall, upon receipt of evidence    
satisfactory to it of return of a product and shipment of a    
replacement product and Buyer's costs, reimburse Buyer the actual    
costs incurred by Buyer in satisfying the warranty.  From and    
after the end of such 18 month period, Buyer shall be solely    
responsible for discharging all warranty claims arising out of    
the Business, regardless of the date of manufacture or sale of    
the product which is the subject of a warranty claim.    
    
9.4  Settlement of Claims.  Seller and Buyer agree that    
notwithstanding the responsibility of Seller therefor, it is    
advantageous to both of them to settle claims (other than    
warranty claims covered by Section 9.3 hereof) presented by trade    
customers within twelve (12) months after the date hereof arising    
out of products sold or services rendered prior to the date    
hereof in a manner satisfactory to the trade customers, and, in    
order to facilitate settlement of any claim, Buyer, upon    
providing written notice to Seller and if Seller does not object    
for valid reasons within five (5) business days after such notice    
is given, may use its best efforts to repay, replace or grant    
credit in respect of products sold or services rendered prior to    
the date hereof, and Seller will reimburse Buyer, within thirty    
(30) days of demand upon Seller, for its incremental costs of    
producing such replacement products, and any reasonable    
out-of-pocket expenses incurred in making any such repairs or    
replacement or in granting any such credit.  Claims presented by    
trade customers after 12 months shall be the sole responsibility    
of Buyer.    
    
9.5  Sales Orders and Purchase Orders.  At the Closing, Seller    
will furnish Buyer with a Schedule identified as Schedule 9.5 of    
the purchase orders and sales orders which are to be assigned to    
and paid or performed by Buyer after the Closing.    
    
9.6  License Agreement.  At the Closing, Seller and Buyer shall    
execute and deliver a License Agreement, in the form of Exhibit C    
hereto.    
    
9.7  Purchase of Products from Buyer.  Seller shall cause its    
subsidiary Chicago Cutlery etc., Inc., an Indiana corporation, to    
purchase, for a period of three years from and after the date of    
Closing, not less than One Million Dollars ($1,000,000) of    
products from Buyer at a purchase price equal to the lower of (a)    
Buyer's cost plus 30% or (b) Buyer's price, net of all    
allowances, to its lowest net-priced customer.  Seller shall have    
the right to request and receive information establishing Buyer's    
cost or price to its lowest priced customer and shall have the    
right to audit Buyer's books and records to verify such    
information.    
    
9.8  Support Services Agreement.  At the Closing, Seller and    
Buyer will execute and deliver a Support Services Agreement in    
the form of Exhibit D hereto.    
    
9.9  Sidney Warehouse Sublease.  At the Closing, Seller and Buyer    
will execute and deliver a Sublease in the form of Exhibit E    
hereto.    
    
9.10  Allocation of Purchase Price to Acquired Assets.  The    
purchase price shall be allocated to the Acquired Assets as    
determined by Buyer, subject to the consent of Seller which shall    
not be unreasonably withheld.    
    
9.11  Non-Exclusive License.  Seller hereby grants to Buyer the    
non-exclusive right to use Seller's name and logo (Trademark    
Registration No. 1,140,402) in sales and marketing materials and    
invoices and other forms sold pursuant to Section 1.1(c),    
packaging sold pursuant to Section 1.1(b) and cast iron and cast    
aluminum cookware sold pursuant to Section 1.1(b) or manufactured    
and sold by Buyer from and after the Closing for the period of    
one year from the date of the Closing.  From and after the first    
anniversary of the Closing, Buyer shall not use Seller's name or    
logo in any manner whatsoever.    
    
9.12  Covenant Not to Compete.  Except as provided in Section    
9.7, Seller agrees that, for a period of five years from and    
after the Closing, it will not engage in the manufacture or sale    
of heavy gauge cast aluminum cookware, heavy gauge anodized    
aluminum cookware or cast iron cookware.  For purpose of this    
section, "heavy gauge" means ten gauge or heavier.    
    
10.  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER TO CLOSE.    
    
The obligation of Buyer to purchase the Acquired Assets as    
contemplated hereby and to perform its other obligations    
hereunder to be performed on or after the Closing, shall be    
subject to the fulfillment, on or prior to the Closing, unless    
otherwise waived in writing by Buyer, of the following    
conditions:    
10.1  Financing.  Buyer shall have obtained financing of the    
transaction contemplated by this Agreement on commercially    
reasonable terms customary for such transactions.    
    
10.2  Representations and Warranties.  The representations and    
warranties of Seller set forth in Sections 5.1 and 5.2 hereof    
shall be true and correct in all material respects at the Closing    
as if made on and as of such date, and Buyer shall have received    
a certificate to such effect, executed by the President or any    
Vice President of Seller, dated as of the date of Closing, in    
form reasonably satisfactory to Buyer and its counsel.    
    
10.3  Performance of Covenants.  Seller shall have performed all    
of its obligations contained in this Agreement to be performed on    
or prior to the Closing, and Buyer shall have received a    
certificate to such effect, executed by the President or any Vice    
President of Seller, dated as of the Closing, in form reasonably    
satisfactory to Buyer and its counsel.    
    
10.4  Threatened or Pending Proceedings.  No proceedings shall    
have been initiated or threatened by any governmental department,    
commission, bureau, board, agency or instrumentality or any other    
bona fide third party seeking to enjoin or otherwise restrain or    
to obtain an award for damages in connection with the    
consummation of the transactions contemplated hereby.    
    
10.5  Corporate Action.  All corporate action necessary to    
authorize (a) the execution, delivery and performance by Seller    
of this Agreement and any other agreements or instruments    
contemplated hereby to which Seller is a party and (b) the    
consummation of the transactions and performance of Seller's    
other obligations contemplated hereby and thereby, shall have    
been duly and validly taken by the Board of Directors of Seller,    
and Buyer shall have been furnished with copies of all applicable    
resolutions, certified by the Secretary or Assistant Secretary of    
Seller.    
    
10.6  Delivery of Certificates and Documents to Buyer.  Seller    
shall have delivered, or caused to be delivered, to Buyer the    
certificates as to the legal existence and good standing of    
Seller issued by the Secretary of State of the State of Delaware.    
    
10.7  Additional Agreements.  Seller shall have executed and    
delivered to Buyer the License Agreement, in the form of Exhibit    
C hereto, the Support Services Agreement in the form of Exhibit D    
hereto and the Sublease in the form of Exhibit E hereto.    
    
10.8  Deed.  Seller shall convey to Buyer marketable title in fee    
simple to the Real Property by transferable and recordable    
general warranty deed, free and clear of all liens and    
encumbrances not excepted by this contract.    
    
10.9  Legal Opinion.  Buyer shall have received the written    
opinion of Raymond J. Kulla, Esq., counsel to Seller, dated as of    
the Closing, in substantially the form of Exhibit F hereto.    
    
10.10  Consents.  Seller shall have received the approvals,    
consents and authorizations of all third persons and governmental    
agencies necessary for the sale and transfer of the Acquired    
Assets to Buyer.    
    
10.11  Releases.  Seller shall have received and delivered to    
Buyer releases of all liens on the Acquired Assets.    
    
11.  CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER TO CLOSE.    
    
The obligation of Seller to sell the Acquired Assets as    
contemplated hereby, and to perform its other obligations    
hereunder to be performed on or after the Closing, shall be    
subject to the fulfillment, on or prior to the Closing, unless    
otherwise waived in writing by Seller, of the following    
conditions:     
    
11.1  Representations and Warranties.  The representations and    
warranties of Buyer set forth in Article 6 hereof shall be true    
and correct in all material respects on the Closing as if made on     
and as of such date, and Seller shall have received a certificate    
to such effect, executed by the President or any Vice President    
of Buyer, dated as of the Closing, in form reasonably    
satisfactory to Seller and its counsel.    
    
11.2  Performance of Covenants.  Buyer shall have performed all    
of its obligations contained in this Agreement to be performed on    
or prior to the Closing, and Seller shall have received a    
certificate to such effect, executed by the President or any Vice    
President of Buyer, dated as of the Closing, in form reasonably    
satisfactory to Seller and its counsel.    
    
11.3  Threatened or Pending Proceedings.  No proceedings shall    
have been initiated or threatened by any governmental department,    
commission, bureau, board, agency or instrumentality or any other    
bona fide third party seeking to enjoin or otherwise restrain or    
to obtain an award for damages in connection with the    
consummation of the transactions contemplated hereby.    
    
11.4  Corporate Action.  All corporate action, necessary to    
authorize (a) the execution, delivery and performance by Buyer or    
Seller of this Agreement and any other agreements or instruments    
contemplated hereby to which Buyer or Seller is a party and (b)    
the consummation of the transactions and performance of Buyer's    
and Seller's other obligations contemplated hereby and thereby,    
shall have been duly and validly taken by Buyer and Seller, and    
Seller shall have been furnished with copies of all applicable    
resolutions adopted by the Board of Directors or the Executive    
Committee of Buyer, certified by the Secretary or Assistant    
Secretary of Buyer.    
    
11.5  Delivery of Certificates and Documents to Seller.  Buyer    
shall have delivered, or caused to be delivered, to Seller    
certificates as to the legal existence and good standing of Buyer    
issued by the Secretary of State of the State of Ohio.    
    
11.6  Additional Agreements.  Buyer and its affiliated purchaser,    
if any, under Section 13.11 hereof shall have executed and    
delivered to Seller the License Agreement, in the form of Exhibit    
C hereto, the Support Services Agreement in the form of Exhibit D    
hereto, the Sublease in the form of Exhibit E hereto and    
instruments evidencing the liens, mortgages and security    
interests securing the Promissory Note.    
    
11.7  Legal Opinion.  Seller shall have received the written    
opinion of Persky, Shapiro, Salim, Esper, Arnoff & Nolfi Co. LPA,    
counsel to Buyer, dated as of the Closing, in form and substance    
reasonably acceptable to Seller and its counsel.    
    
11.8  Consents.  Buyer shall have received the approvals,    
consents and authorizations of all third parties and governmental    
agencies necessary for the purchase and transfer of the Acquired    
Assets to Buyer.    
    
12.  TERMINATION OF AGREEMENT.    
    
12.1  Termination.  At any time prior to the Closing, this    
Agreement may be terminated (a) by the written consent of Buyer    
and Seller, (b) by Seller if there has been a material    
misrepresentation, breach of warranty or breach of covenant by    
Buyer in its representations, warranties and covenants set forth    
herein, (c) by Buyer, after giving Seller written notice thereof    
and providing Seller with thirty (30) days within which to cure    
such matter, if there has been a material misrepresentation,    
breach of warranty or breach of covenant by Seller in its    
representations, warranties and covenants set forth herein, (d)    
by Seller if the conditions stated in Article 11 have not been    
satisfied at or prior to the Closing or (e) by Buyer if the    
conditions stated in Article 10 have not been satisfied at or    
prior to the Closing.    
    
12.2  Effect of Termination.  If this Agreement shall be    
terminated as provided in Section 12.1, or as provided in Section    
12.4 below, all obligations of the parties hereunder shall    
terminate without liability of any party to the other; provided,    
however, such termination shall not affect the rights and    
obligations of the parties under the Management Agreement    
attached hereto as Exhibit B.    
    
12.3  Right to Proceed.  Anything in this Agreement to the    
contrary notwithstanding, if any of the conditions specified in    
Article 10 hereof have not been satisfied at or prior to the    
Closing, Buyer shall have the right to proceed with the    
transactions contemplated hereby without waiving any of its    
rights hereunder; and if any of the conditions specified in    
Article 11 hereof have not been satisfied at or prior to the    
Closing, Seller shall have the right to proceed with the    
transactions contemplated hereby without waiving any of its    
rights hereunder.    
    
12.4  Automatic Termination.  This Agreement and the transactions    
contemplated hereby shall automatically terminate on August 16,    
1996 if the Closing does not occur on or prior to that date;    
provided, however, nothing herein shall be deemed to limit or    
otherwise affect the liability of any party hereto whose default    
hereunder has caused the Closing not to have occurred by such    
date.    
    
13.  MISCELLANEOUS.    
    
13.1  Expenses.  Buyer and Seller shall each pay the fees and    
expenses of their respective representatives and legal counsel    
incurred in connection with the transactions contemplated by this    
Agreement.    
    
13.2  Risk of Loss.  All risk of loss with respect to the    
Acquired Assets between the date hereof and the Closing shall be    
upon Buyer.    
    
13.3  Notices.  Any demand, notice or other communication    
required or permitted under or in connection with the    
transactions contemplated by this Agreement shall be in writing    
and shall be deemed to be effective when delivered in person, by    
facsimile transmission, overnight carrier or deposited in the    
United States mail and sent by certified or registered mail,    
return receipt requested, postage prepaid, addressed as follows    
(or to such other address as may be provided by the party to be    
notified on ten days prior written notice to the other party    
hereto):    
    
To Seller:          General Housewares Corp.    
                    1536 Beech Street    
                    P. O. Box 4066    
                    Terre Haute, IN 47804    
                    Attn: Paul A. Saxton, President    
    
                    With a copy to:    
                        
                    Raymond J. Kulla, Esq.    
                    General Housewares Corp.    
                    1536 Beech Street    
                    Terre Haute, IN 47804    
    
To Buyer:           Peter J. Slyman, President    
                    Wagnerware Corporation    
                    800 West Liberty Street    
                    Medina, OH  44256    
                        
                    With a copy to:    
                        
                    Thomas Esper    
                    Persky, Shapiro, Salim, Esper, Arnoff & Nolfi    
                    Co. LPA    
                    1410 Terminal Tower    
                    Cleveland, OH  44113    
    
13.4  Governing Law.  This Agreement shall in all respects be    
enforced, interpreted and construed in accordance with and    
governed by the laws of the State of Ohio.    
    
13.5  Waiver.  Except as set forth in Section 8.3, the failure of    
any party hereto at any time or times hereafter to exercise any    
right, power, privilege or remedy hereunder or to require strict    
performance by the other or another party of any of the    
provisions, terms or conditions contained in this Agreement or in    
any other document, instrument or agreement contemplated hereby    
or delivered in connection herewith shall not waive, affect, or    
diminish any right, power, privilege or remedy of such party at    
any time or times thereafter to demand strict performance    
thereof; and no rights of any party hereto shall be deemed to    
have been waived by any act or knowledge of such party, or any of    
its agents, officers or employees, unless such waiver is    
contained in an instrument in writing, signed by such party.  No    
waiver by any party hereto of any of its rights on any one    
occasion shall operate as a waiver of any other of its rights or    
any of its rights on a future occasion.    
    
13.6  Section Headings.  The section headings in this Agreement    
are for convenience of reference only and shall not be deemed to    
be a part of this Agreement or to alter or affect any provisions,    
terms or conditions contained herein.    
    
13.7  Exhibits and Schedules.  Any Exhibits and/or Schedules    
referenced herein shall be deemed to be attached hereto and made    
a part hereof.  All references herein to this Agreement shall    
include all Schedules, Exhibits, certificates and other documents    
required to be delivered hereunder.    
    
13.8  Severability.  Wherever possible, each provision of this    
Agreement shall be interpreted in such a manner as to be    
effective and valid under applicable law.  If any portion of this    
Agreement is declared invalid for any reason in any jurisdiction,    
such declaration shall have no effect upon the remaining portions    
of this Agreement which shall continue in full force and effect    
as if this Agreement had been executed with the invalid portions    
thereof deleted.  Furthermore, the entirety of this Agreement    
shall continue in full force and effect in all other    
jurisdictions.    
    
13.9  Entire Understanding.  This Agreement contains the entire    
understanding between the parties hereto with respect to the    
transactions contemplated hereby, and such understanding shall    
not be modified except in writing signed by or on behalf of the    
parties hereto.    
    
13.10  Binding Effect.  This Agreement shall be binding upon and    
shall inure to the exclusive benefit of the parties hereto and    
their respective successors and assigns.  This Agreement is not    
intended to, nor shall it, create any rights in any other party.    
    
13.11  Assignability.  Neither this Agreement nor any rights or    
obligations hereunder are assignable by Seller or Buyer except    
Buyer may assign its right to purchase the real property    
identified on Schedule 1.1(f) to an affiliate of Buyer, provided    
the affiliate unconditionally guarantees and secures the    
obligations of Buyer under this Agreement.    
    
13.12  Remedies.  Neither Seller nor Buyer waives any right or    
remedy available to it to enforce this Agreement or to seek    
damages for the breach of the representations and warranties    
contained herein except to the extent that such right or remedy    
is specifically waived or limited in this Agreement.    
    
13.13  Best Knowledge of Seller.  The term "best of Seller's    
knowledge" means knowledge of the Executive Officers of Seller of    
such circumstances as would ordinarily lead on investigation, in    
the exercise of reasonable diligence, to a knowledge of the    
actual facts.    
    
13.14  Access to Records.  Subsequent to Closing, Seller shall    
maintain in its possession, and intact, all records not delivered    
to Buyer pursuant hereto and relating to the Business created at    
or prior to the Closing for a period of five (5) years.  After    
the Closing, Buyer shall have access during normal business hours    
to all such records, upon reasonable request therefore, and may    
from time to time copy any such records as Buyer sees fit.     
Seller may, at its option, during such five (5) year period,    
deliver any of such records to Buyer.  For a period of five (5)    
years after Closing, Seller shall have reasonable access to    
records delivered to Buyer hereunder after having identified a    
business necessity for such access, such as the preparation of    
tax returns.    
    
13.15  Counterparts.  This Agreement may be signed in any number    
of counterparts each of which shall be deemed to be an original    
and all of which together shall constitute but one and the same    
instrument.    
    
IN WITNESS WHEREOF, the parties hereto have caused this Agreement    
to be executed by their respective duly authorized officers as of    
the day and year first written above.    
    
                              SELLER:    
                                  
                              GENERAL HOUSEWARES CORP.    
                                  
                              By:/s/ Paul A. Saxton    
                                  
                              Name:  Paul A. Saxton
                              Title: President
                                  
                              BUYER:    
     
                              WAGNERWARE CORPORATION    
     
                              By:/s/ Peter J. Slyman    
    
                              Name: Peter J. Slyman    
                              Title:  President