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                                                                      10.5(b)(i)

             [Form of Grant Letter for $3.00 grants outside of Plan]


                                   EASCO, INC.
                             706 South State Street
                               Girard, Ohio 44420


                                  [Grant Date]


[Optionee]
[Address]

         Re:      Easco, Inc. - Grant of Stock Options
                  ------------------------------------

Dear [Optionee]:

                  Easco, Inc. (the "Company") is pleased to advise you that you
have been granted a stock option ("Option"), as provided below.

                  1. DEFINITIONS. For the purposes of this Agreement, the
following terms have the indicated meanings:

                  "BOARD" means the Board of Directors of the Company.

                  "CODE" means the Internal Revenue Code of 1986, as amended,
and any successor statute.

                  "COMMITTEE" means the Compensation Committee or such other
committee of the Board as the Board may designate to administer the Plan or, if
for any reason the Board has not designated such a committee, the Board. The
Committee, if other than the Board, shall be composed of two or more directors
as appointed from time to time by the Board. As provided in the Plan, the Board
may serve as the Committee or approve actions taken by the Committee in respect
of this Option if you are an officer subject to Section 16 of the Securities
Exchange Act of 1934, as amended.

                  "COMMON STOCK" means the Company's Common Stock, par value
$.01 per share, or, in the event that the outstanding Common Stock is hereafter
changed into or exchanged for different stock or securities of the Company, such
other stock or securities.

                  "DISABILITY" means you have a physical or mental disability
which has existed for at least six (6) months and which has continuously during
this period prevented, and can


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[Optionee]
[Grant Date]
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reasonably be expected to continue to prevent, you from fulfilling your duties
as an employee of the Company or any Subsidiary.

                  "SALE OF THE COMPANY" means (i) a sale by one or more
stockholders in one transaction or a series of related transactions, of equity
securities representing more than fifty percent (50%) of the aggregate voting
power of shares entitled to vote in the election of directors, or (ii) a
liquidation, dissolution or other winding up of the Company.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
and any successor statute.

                  "SUBSIDIARY" means any person or entity of which the Company
or Easco owns, directly or indirectly, fifty percent (50%) or more of the
outstanding capital stock of such person or entity.

                  "TERMINATION FOR CAUSE" means a termination of your employment
by the Company or any Subsidiary arising out of or related to (i) your personal
dishonesty, inability or unwillingness to perform duties appropriate to your
employment by the Company or any Subsidiary, willful misconduct, material
conflict of interest or material breach of fiduciary duty owed to the Company or
any Subsidiary, (ii) any material (as opposed to technical), willful violation
of any law, rule, regulation or final cease-and-desist order, or (iii) any
material breach of any provision of any agreement to which you and the Company
or any Subsidiary are parties which remains uncured for more than ten (10) days
after written notice describing such breach is given to you by the Company or
any Subsidiary.

                  2. OPTION TERMS.

                  (a) GRANT. You hereby are granted an Option to purchase up to
shares of Common Stock (the "OPTION SHARES") at a price of $3.00 per share,
subject to adjustment pursuant to paragraph 9 below (the "EXERCISE PRICE"),
payable upon exercise as set forth in paragraph 3 below. Your Option will expire
at the close of business on the tenth anniversary of the date hereof (the
"EXPIRATION DATE"), subject to earlier expiration in connection with the
termination of your employment as provided below. Your Option is not intended to
be an "incentive stock option" within the meaning of Section 422 of the Code.

                  (b) EXERCISABILITY/VESTING.

                                    (i) VESTING. Your Option will be exercisable
only to the extent it has vested. Your Option will be vested in three
installments of _____ shares, ____ shares and ____ shares on the first, second
and third anniversaries of this Agreement, respectively, provided that you have
been continuously employed by the Company or a Subsidiary through such
respective vesting dates, and subject to earlier expiration in connection with
the termination of your employment as provided below. Your Option is


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[Optionee]
[Grant Date]
Page 3

subject to your commencement of full time employment with the Company on or
before December 31, 1996 and will automatically terminate if you do not commence
full time employment with the Company on or before such date. Your Option is
also subject to your entry into an employment agreement with the Company on
terms satisfactory to the Company, and shall not be exercisable to any extent,
and you shall have no rights hereunder, unless and until such agreement has been
entered into.

                                    (ii) VESTING AND EXERCISE UPON SALE OF THE
COMPANY. In connection with any Sale of the Company, (x) your Option shall be
fully vested without regard to the vesting schedule set forth in clause (i)
above (but subject to your commencement of full-time employment and entry into
an employment agreement as provided therein) as of a date, not less than 20 days
prior to consummation of such Sale of the Company, specified in a written notice
from the Committee, and (y) the Company may provide on not less than 20 days'
notice to you that any portion of your Option which has not been exercised prior
to or in connection with the Sale of the Company will be forfeited. In lieu of
requiring such exercise, the Company may provide for the cancellation of the
exercisable portion of your Option in exchange for a payment equal to the excess
(if any) of the consideration per share of Common Stock receivable in connection
with such Sale of the Company over the Exercise Price.

                           (c) EXPIRATION OF OPTION. In no event shall any part
of your Option be exercisable after the Expiration Date set forth in paragraph
2(a). If you cease to be an employee of the Company or any Subsidiary as a
result of a Termination for Cause, all of your Option not previously exercised
shall expire and be forfeited upon notice by the Company of such Termination for
Cause, whether vested and exercisable or not. Unless otherwise determined by the
Committee, the portion of your Option that is not vested and exercisable on the
date of termination of your employment for any other reason shall expire and be
forfeited. The portion of your Option that is vested and exercisable on the date
of such other termination of your employment shall expire, to the extent not
theretofore exercised, upon the first to occur of the following events: (i) the
expiration of three (3) months from the date of your termination by reason of
your retirement after reaching age 59 1/2 (or earlier retirement pursuant to a
plan approved by the Company or any Subsidiary by which you are employed) or the
effective date of a termination by the Company or any Subsidiary that is not a
Termination for Cause; (ii) the expiration of one year from the date of your
termination by reason of your death; (iii) the expiration of one year from the
date of your termination by reason of Disability; or (iv) the effective date of
your termination of employment, for any reason not stated above (including
voluntary resignation).

                  3. PROCEDURE FOR EXERCISE. You may exercise all or any portion
of your Option to the extent permitted hereby, at any time and from time to time
by delivering written notice to the Company (to the attention of the Company's
Secretary) accompanied by payment in full of an amount equal to the product of
(i) the Exercise Price multiplied by (ii) the number of Option Shares to be
acquired. Payment of the Exercise Price shall be made in


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[Optionee]
[Grant Date]
Page 4

(i) cash or by certified or cashier's check; (ii) in the discretion of the
Committee, in shares of the Company's Common Stock that you own (these shares
must be duly endorsed for transfer to the Company and will be credited at the
Fair Market Value on the date of delivery) or that would otherwise be issuable
upon exercise of this Option; (iii) in the discretion of the Committee, by
delivery of a full recourse promissory note bearing interest at a rate not less
than the applicable federal rate determined pursuant to Section 1274 of the Code
as of the date of exercise or by delivery of shares of Common Stock, or
withholding of shares of Common Stock otherwise issuable upon exercise of this
Option (in each case, valued at their Fair Market Value); or (iv) any
combination of the consideration described in sections (i), (ii) or (iii), or
(v) in the discretion of the Committee, in a "cashless exercise procedure"
whereby, satisfactory to the Committee which permits the Optionee to deliver an
exercise notice to a broker-dealer, who then sells the Option shares, delivers
the exercise price and withholding taxes to the Company and delivers the excess
funds less commission and withholding taxes to the Optionee. In addition, you
will permit the Company to deliver to you all financial and other information
regarding the Company that the Company reasonably considers necessary or that
you reasonably request to enable you to make an informed investment decision,
and you will make all customary investment representations which the Company
requires.

                  4. OPTION NOT TRANSFERABLE. Your Option is personal to you and
is not transferable by you other than by will of the laws of descent and
distribution or pursuant to a qualified domestic relations order, unless
otherwise approved by the Board of Directors of the Company. During your
lifetime only you (or your guardian or legal representative) may exercise your
Option. In the event of your death, your Option may be exercised only by the
executor or administrator of your estate or the persons to whom your rights
under the Option shall pass by will or the laws of descent and distribution.

                  5. RIGHTS OF PARTICIPANTS. Nothing in this Agreement shall
interfere with or limit in any way the right of the Company or any Subsidiary
(including Easco) to terminate your employment at any time (whether or not a
Termination for Cause), or confer upon you any right to continue in the employ
of the Company or any Subsidiary for any period of time or to continue to
receive your current (or other) rate of compensation.

                  6. WITHHOLDING OF TAXES. The Company and any Subsidiary may,
if necessary or desirable, withhold from any amounts due and payable by the
Company or any Subsidiary to you (or secure payment from you in lieu of
withholding) the amount of any withholding or other tax due from the Company or
any Subsidiary with respect to the issuance or exercise of your Option, and the
Company may defer such issuance or exercise unless indemnified by you to its
satisfaction against the payment of any such amount. In the discretion of the
Committee, such withholding obligation may be satisfied by (i) delivery of
shares of Common Stock you own, or (ii) the withholding of shares of Common
Stock otherwise issuable to you upon exercise of this Option (in each case,
valued at Fair Market Value).


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[Optionee]
[Grant Date]
Page 5


                  7. ADJUSTMENTS. In the event of a reorganization,
recapitalization, stock dividend or stock split, or combination or other change
in the shares of Common Stock, the Committee may, in order to prevent the
dilution or enlargement of rights under your Option, make such adjustments in
the number and type of shares covered by your Option and the Exercise Price
specified herein as may be determined to be appropriate and equitable.

                  8. CONFIDENTIAL INFORMATION. Optionee understands that any
financial statements and other information concerning the Company or any of its
Subsidiaries (including, without limitation, financial, production, cost,
pricing and sales information) received by Optionee from, or in connection with
Optionee's employment by, the Company or any Subsidiary with respect to the
exercise of the Option, as a stockholder of the Option Shares or otherwise, is
non-public, confidential and/or proprietary information (the "Confidential
Information"), except to the extent that such information has been publicly
disclosed by or on behalf of the Company or any Subsidiary, or was made or
becomes available to the Optionee on a non-confidential basis from a source
other than the Company. Optionee agrees that all information so received by the
Optionee will be treated as Confidential Information and will be kept
confidential by the Optionee and the Optionee's legal and financial advisors (if
any). Optionee agrees not to disclose Confidential Information to any person or
entity (including, without limitation, any competitor of the Company or any
Subsidiary) other than Optionee's legal and financial advisors (if any), to
inform such advisors of the confidential nature of the Confidential Information
and to direct such advisors not to disclose such information to any person or
entity, and to be responsible to the Company for any breach of the terms of this
paragraph by the Optionee or any person or entity to whom the Optionee discloses
Confidential Information. If the Optionee is legally required (by subpoena or
other legal process) to disclose any Confidential Information, Optionee will
provide the Company with prompt notice thereof so that the Company may seek a
protective order or other appropriate remedy.

                  9. ADMINISTRATION. This Option shall be administered by the
Compensation Committee of the Board or, in the discretion of the Board, by the
Board, and all determinations with respect to this Option made by the
Compensation Committee or the Board (including, without limitation, whether a
termination is a Termination for Cause) shall be binding on the Optionee and the
Company.

                  10. GOVERNING LAW. The corporate law of Delaware will govern
all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by the internal law, and not
the law of conflicts, of California.

                  11. NOTICES. All notices, demands or other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally or mailed by certified or registered mail, return receipt requested
and postage prepaid, to the recipient. Such notices, demands


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[Optionee]
[Grant Date]
Page 6

and other communications shall be sent to you and to the Company at the
addresses indicated below:

                           (a)   If to the Optionee:

                                 [Optionee & address]

                           (b)   If to the Company:

                                 Easco, Inc.
                                 706 South State Street
                                 Girard, Ohio 44420
                                 Attention: Secretary

or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.

                  Please execute the extra copy of this Agreement in the space
below and return it to the Company's Secretary at its executive offices to
confirm your understanding and acceptance of the agreements contained in this
Agreement.

                                   Very truly yours,

                                   EASCO, INC.



                                   By:
                                       ----------------------------
                                   Chairman of the Board of Directors


Enclosures:       Extra copy of this Agreement

The undersigned hereby acknowledges that he or she has read the Agreement and
hereby agrees to be bound by all provisions set forth herein and therein.

Dated as of ________ __, 1996

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Optionee