EMPLOYMENT AGREEMENT

                                (James D. Murphy)


                  THIS AGREEMENT  (this  "Agreement") is entered into as of this
9th day of August,  1999 by and between  James D. Murphy (the  "Executive")  and
American Safety Razor Company, a Delaware corporation (the "Company").

                  WHEREAS, the Company has entered into an Agreement and Plan of
Merger,  dated as of February 12, 1999,  by and among the Company,  RSA Holdings
Corp. of Delaware ("Holdings"),  and RSA Acquisition Corp. ("Acquisition") which
contemplates  the Merger of Acquisition with and into the Company (the "Merger")
and is to be capitalized as of the closing of such Merger; and

                  WHEREAS,  the  Company  desires to obtain  the  benefit of the
experience,  supervision  and services of the Executive in  connection  with the
Merger and  thereafter  and desires to employ the  Executive  upon the terms and
conditions  hereinafter  set forth,  and the  Executive  is willing  and able to
accept such employment on such terms and conditions.

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
agreements herein contained, and for other good and valuable consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Executive agree as follows:

         1.  Employment  Duties.  From and  after  the date of the  Merger,  the
Company shall employ the Executive, and the Executive agrees to serve and accept
employment,  for the Term (as  hereinafter  defined),  as  President  and  Chief
Executive  Officer of the Company,  subject to the  direction and control of the
Board of Directors of the Company (the "Board"),  and, in connection  therewith,
to reside in the United  States and to oversee and direct the  operations of the
Company and to perform such other duties consistent with the responsibilities of
a President and Chief  Executive  Officer.  During the Term, the Executive shall
devote all of his time,  energy,  experience and talents during regular business
hours, and as otherwise reasonably necessary,  to such employment,  shall devote
his best efforts to advance the interests of the Company and shall not engage in
any other business  activities of a material nature,  as an employee,  director,
consultant or in any other capacity, whether or not he receives any compensation
therefor, without the prior written consent of the Board.


<PAGE>




         2. Term of Employment. The Term of the Executive's employment hereunder
shall  commence on the date of the Merger and continue  until  December 31, 2003
(the "Term"), unless sooner terminated pursuant to this Agreement.

     3. Compensation;  Reimbursement.  Commencing on the date of the Merger, the
Company shall pay or provide to the Executive as follows,  in full  satisfaction
for his services provided pursuant hereto:

                  (a) Base  Salary.  A base  salary  payable  in  equal  monthly
         installments  at the rate of $400,000  per annum during the Term ("Base
         Salary"). The Board will annually review the Base Salary payable to the
         Executive  hereunder  beginning in 2000.  Necessary  withholding taxes,
         FICA  contributions  and the like  shall be  deducted  from  such  Base
         Salary.

                  (b) Cash Bonus. For each fiscal year a cash bonus pool will be
         established for the Executive if the Company achieves (as determined by
         the Board) 90% or more of the EBITDA  target for such year as set forth
         in the  Company's  annual  budget as approved by the Board (the "Annual
         EBITDA  Target").  Such bonus pool will  equal 0% of  Executive's  Base
         Salary if the Company has achieved 90% of the Annual  EBITDA Target for
         such year and will increase on a linear basis to 75% of Executives Base
         Salary  (the "Plan  Bonus") if the  company  has  achieved  100% of the
         Annual EBITDA Target.  If the Company achieves in excess of 100% of the
         Annual EBITDA Target, the Plan Bonus will be increased by 3.5% for each
         1.0% of performance above the Annual EBITDA Target (e.g. if 110% of the
         Annual EBITDA Target is achieved,  the bonus pool will equal 101.25% of
         Executives Base Salary.  For each fiscal year,  two-thirds of such cash
         bonus pool, calculated as aforesaid,  shall be paid to the Executive as
         bonus compensation. Payment of the remaining one-third shall be subject
         to the discretion of the  Compensation  Committee of the Board based on
         the Company's having achieved certain pre-set operating  objectives for
         each such fiscal year.

                  (c) Perquisites.  The Company shall lease, for the benefit and
         use of the Executive, an automobile of the Executive's choice, with all
         insurance and other expenses relating thereto,  the cost thereof in the
         range of $800 per month.

                  (d)  Benefits.   Such  health,  life,  disability,   vacation,
         pension,  sick leave and other benefits as are generally made available
         by the Company to its executive employees.



<PAGE>



                  (e) Stock Options. In addition to the compensation  payable to
         the Executive as set forth hereinabove, the Executive shall be entitled
         to receive  certain stock options  pursuant to one or more executive or
         employee stock option plans to be adopted by Holdings.

     4. Termination.  Unless this Agreement  terminates at the expiration of the
Term, this Agreement may be terminated as follows:

                  4.1 Upon Death.  If the Executive  dies during the Term,  this
Agreement shall automatically  terminate as of the close of business on the date
of his death,  and the Executive's  legal  representatives  shall be entitled to
receive,  and the Company shall pay or cause to be paid,  the  Executive's  Base
Salary in monthly installments for one year following such termination.


<PAGE>



                  4.2 Upon  Disability.  If during the Term the Executive  shall
become  physically or mentally  disabled,  whether totally or partially,  either
permanently or so that the Executive is unable  substantially and competently to
perform his duties hereunder for a period of ninety (90) consecutive days or for
ninety (90) days during any six (6) month  period  during the Term,  the Company
may  terminate  the  Executive's  employment  hereunder.  In the  case  of  such
termination,  the Company shall (i) pay to the Executive  the  Executive's  Base
Salary in monthly installments for one year following such termination, and (ii)
provide health  insurance  coverage to the Executive and his covered  dependents
for one year from the date thereof.

                  4.3 For Cause. This Agreement may be terminated at any time by
the Company,  effective  immediately  upon written notice to the Executive and a
reasonable opportunity to cure (except in the case of matters which the Board of
Directors  determines in good faith are not able to be cured), for Cause and all
of the Executive's  rights to payments (other than payment for services  already
rendered)  and  any  other   benefits   otherwise  due  hereunder   shall  cease
immediately.  The Company shall have "Cause" for termination of the Executive if
any of the following has occurred:

                    (a)  Executive's   continued   failure,   whether   willful,
               intentional  or  negligent,   after  written  notice  to  perform
               substantially  his duties  hereunder (other than as a result of a
               Disability);

                    (b)  dishonesty in the  performance  of  Executive's  duties
               hereunder;

                    (c) an act or acts on Executive's part constituting a felony
               under the laws of the United States or any state thereof;



<PAGE>


                    (d) any other  willful act or omission on  Executive's  part
               which is  materially  injurious  to the  financial  condition  or
               business reputation of the Company or any of its subsidiaries; or

                    (e) the  Executive  has breached  any  provision or covenant
               contained in this Agreement,  including,  without limitation, the
               covenants contained in Section 5 hereof.

                  4.4  Without  Cause.  The  Company  shall  have  the  right to
terminate the employment of the Executive  without Cause at any time upon thirty
(30) days' written  notice,  and upon such  termination the Executive shall have
the right to receive (i) the Executive's Base Salary in monthly installments for
one year following Executive's  termination,  and (ii) health insurance coverage
for  himself  and  his  covered  dependents  for  one  year  from  the  date  of
termination.  Notwithstanding  the  foregoing,  if  during  the  period in which
benefits continue according to the preceding sentence, the Executive finds other
employment,  the continuation of his health insurance  coverage  hereunder shall
cease  if  his  subsequent  employer  provides  such  coverage.  It  is  further
acknowledged  and agreed by the parties that the actual damages to the Executive
in the event of  termination  under this  Section 4.4 would be  difficult if not
impossible to ascertain,  and, therefore,  the parties agree that the salary and
benefit  continuation  provisions set forth hereinabove shall be the Executive's
sole and exclusive remedy in the case of termination  under this Section 4.4 and
shall,  as liquidated  damages or severance  pay or both, be considered  for all
purposes in lieu of any other rights or remedies, at law or in equity, which the
Executive  may  have in the case of such  termination.  It is  acknowledged  and
agreed that  termination of this  Agreement  upon  expiration of the Term hereof
shall not be deemed to  constitute a  termination  without Cause for purposes of
this  Agreement,  any other agreement to which the Company and the Executive are
parties, or for any other purpose.

                  4.5 Resignation  Without Good Reason. The Executive shall have
the right to terminate  this  Agreement  upon sixty (60) days' written notice to
the Company,  and upon such termination all of the Executive's rights to payment
(other than  payment  for  services  already  rendered)  and any other  benefits
otherwise due hereunder shall cease immediately.



<PAGE>


                  4.6 Resignation For Good Reason.  The Executive shall have the
right to terminate this Agreement at any time,  effective upon thirty (30) days'
written notice to the Company,  for Good Reason, and upon such termination,  the
Executive shall have the right to receive from the Company the Executive's  Base
Salary in monthly installments for one year and health care coverage for himself
and  his  covered  dependents  for  one  year  from  the  date  of  termination.
Notwithstanding the foregoing, if within such one-year period after termination,
the Executive finds other  employment,  (i) his Base Salary due for the one-year
period after termination shall be reduced by the amount of his base compensation
in his new  employment,  and  (ii)  the  continuation  of his  health  insurance
coverage  hereunder  shall cease.  The  Executive  shall have "Good  Reason" for
termination of this Agreement if, other than for Cause, any of the following has
occurred:

               (a) the  Executive's  Base  Salary or Cash Bonus  opportunity  as
          defined in Section 3b have been reduced other than in connection  with
          an across-the-board reduction of executive compensation imposed by the
          Board of Directors in response to negative  financial results or other
          adverse circumstances affecting the Company;

               (b) the  Company  has  reduced  or  reassigned,  in any  material
          respect,  the duties of the Executive hereunder as President and Chief
          Executive Officer; or

               (c) the Company  changes the place of employment of the Executive
          to a location which is over fifty miles from Cedar Knolls, NJ.



<PAGE>


                  4.7 Termination  upon Change of Control.  Notwithstanding  any
provision in this  Agreement to the contrary,  if the Executive is terminated by
the Company  without  Cause upon a Change in Control (as  hereinafter  defined),
then the provisions of this Section 4.7 shall apply and the Executive  shall not
receive any payments or benefits, except as provided herein. If the Executive is
given the  opportunity  (regardless of whether he exercises such  opportunity in
whole,  part or not at all) to sell or dispose of, on the same terms as afforded
other selling equity holders,  and in the same transaction or transactions,  all
but not less than all of the  shares  of  common  stock  (including  any  vested
options to purchase  common  stock) then held by him in the Company:  (i) if the
Return  Hurdle (as  hereinafter  defined) has been  satisfied,  then the Company
shall have no  obligation  to pay any salary  and/or  benefits set forth in this
Section  4, and (ii) if the  Return  Hurdle  has not  been  satisfied,  then the
Executive  shall be treated  hereunder as if he resigned his employment with the
Company for Good Reason pursuant to Section 4.6 hereof.

                  For purposes hereof:



<PAGE>


         A "Change  in  Control"  shall be deemed  to have  occurred  if (i) any
         person,  or any  two  or  more  persons  acting  as a  group,  and  all
         affiliates  of such  person or persons (a  "Group"),  who prior to such
         time  owned  less  than  fifty  percent  (50%) of the then  outstanding
         capital  stock of Holdings,  shall  acquire such  additional  shares of
         Holding's  capital  stock  in one or more  transactions  or  series  of
         transactions, and after such transaction or transactions such person or
         group and  affiliates  beneficially  own fifty percent (50%) or more of
         Holding's outstanding capital stock, (ii) the Company shall sell all or
         substantially  all of its assets to any Group which,  immediately prior
         to the time of such transaction, owned less than fifty percent (50%) of
         the then  outstanding  capital stock of Holdings,  or (iii) Holdings or
         the  Company  shall  merge with or  consolidate  into any Group  which,
         immediately  prior to the time of such  transaction,  owned  less  than
         fifty percent (50%) of the then outstanding  capital stock of Holdings,
         and  shall  not  be  the  surviving   corporation  of  such  merger  on
         consolidation.

         The "Return  Hurdle" shall be satisfied if in any Change in Control the
         Executive  receives  a  realized  return  on his  investment  in equity
         securities of Holdings equal to two times the cost of such  investment.
         For purposes  hereof,  a realized  return shall mean the (i) cash, (ii)
         market value of registered, publicly traded and tradable securities not
         subject to transfer  restrictions or restrictions under Rule 144 of the
         Securities  Act of 1933,  as  amended,  and/or  (iii)  fair  value  (as
         determined  by the Board of  Directors  of the  Company  acting in good
         faith) of all other securities,  in each case received (or, in the case
         of a recapitalization transaction, retained) by Executive in any Change
         in Control.

         5.  Protection of Confidential Information; Non-Competition.
             -------------------------------------------------------

                  5.1 Acknowledgment. The Executive agrees and acknowledges that
in the course of rendering services to the Company and its clients and customers
he will have access to and become acquainted with confidential information about
the professional,  business and financial affairs of the Company.  The Executive
acknowledges  that the Company is engaged in a highly  competitive  business and
the success of the  Company in the  marketplace  depends  upon its good will and
reputation for quality and dependability.  The Executive agrees and acknowledges
that reasonable  limits on his ability to engage in activities  competitive with
the Company are  warranted to protect its  substantial  investment in developing
and  maintaining  its status in the  marketplace,  reputation and good will. The
Executive  recognizes  that in order to guard the  legitimate  interests  of the
Company it is  necessary  for it to protect all  confidential  information.  The
existence of any claim or cause of action by Executive against the Company shall
not constitute and shall not be asserted as a defense to the  enforcement by the
Company of this  Agreement.  The Executive  further agrees that his  obligations
under Sections 5.2 and 5.3 shall be absolute and unconditional.



<PAGE>


                  5.2  Confidential  Information.  During and at all times after
the Term, the Executive shall keep secret all confidential matters and materials
of the  Company  (including  subsidiaries  or  affiliates),  including,  without
limitation,  know-how,  trade secrets,  mail order and customer  lists,  pricing
policies,  operational  methods,  any  information  relating  to  the  Company's
(including any subsidiaries or affiliates)  products,  processes,  customers and
services and other business and financial affairs of the Company  (collectively,
the  "Confidential  Information"),  to which he has had or may have  access  and
shall not disclose such  Confidential  Information  to any person other than the
Company,  its authorized  employees and such other persons to whom the Executive
has been  instructed to make  disclosure by the Board,  in each case only to the
extent  required in the course of the  Executive's  service to the Company or as
otherwise  expressly  required in connection  with court process.  "Confidential
Information"  shall not include any  information  which is in the public  domain
during the period of service of the Executive,  provided such information is not
in the  public  domain  as a  consequence  of  disclosure  by the  Executive  in
violation of this Agreement.

                  5.3 Non-Competition and Non-Solicitation.  In consideration of
the  Company's  obligations  hereunder,  during  the  period of the  Executive's
employment (for purposes of this Section 5.3, the "Employment Period"),  and for
a period of one (1) year  thereafter,  the Executive shall not, in any capacity,
whether for his own account or for any other person or organization, directly or
indirectly, (i) within the United States and Canada (a) own, operate, manage, or
control,  or (b)  serve  as an  officer,  director,  partner,  employee,  agent,
consultant,  advisor or developer or in any similar capacity to, or (c) have any
financial  interest  in, or aid or assist  anyone  else in the  conduct  of, any
person or  enterprise  which  competes  directly  with any  product  line of the
Company which is material to the business of the Company or call upon,  solicit,
divert, take away or attempt to solicit any of the customers or suppliers or any
other business contacts of the Company;  or (ii) for the lesser of (x) three (3)
years after the end of the Employment  Period and (y) one year after a Change of
Control has occurred, solicit, hire, offer to hire, entice away or in any manner
persuade or attempt to persuade  any  officer,  employee or agent of the Company
(including any  subsidiaries  or affiliates  thereof) to discontinue  his or her
relationship with the Company or such subsidiaries or affiliates.



<PAGE>


                  5.4  Modification.  The parties agree and acknowledge that the
duration, scope and geographic area of the covenants described in this Section 5
are fair,  reasonable  and necessary in order to protect the good will and other
legitimate  interests  of the  Company,  that  adequate  consideration  has been
received by the Executive for such  obligations,  and that these  obligations do
not prevent the Executive from earning a livelihood. If, however, for any reason
any court of competent  jurisdiction  determines  that the  restrictions in this
Section 5 are not  reasonable,  that  consideration  is  inadequate  or that the
Executive  has  been  prevented  unlawfully  from  earning  a  livelihood,  such
restrictions  shall be interpreted,  modified or rewritten to include as much of
the duration,  scope and  geographic  area  identified in this Section 5 as will
render such restrictions valid and enforceable.



<PAGE>


                  5.5 Remedies for Breach.  The Company and the Executive  agree
that the  restrictive  covenants  contained in this  Agreement are severable and
separate,  and the  unenforceability  of any specific  covenant herein shall not
affect the validity of any other covenant set forth herein.  In the event that a
court of competent  jurisdiction  should  determine that the time or territorial
restrictions are unreasonable in their scope, then, and in that event, the court
shall insert  reasonable  limitations  and enforce the restriction in accordance
therewith.  The Executive  acknowledges that the Company will suffer irreparable
harm as a result of a breach of such restrictive  covenants by the Executive for
which an adequate  monetary  remedy does not exist and a remedy at law may prove
to be inadequate.  Accordingly,  in the event of any actual or threatened breach
by the  Executive of any  provision of this  Agreement,  the Company  shall,  in
addition to any other remedies  permitted by law, be entitled to obtain remedies
in equity,  including,  without  limitation,  specific  performance,  injunctive
relief,  a temporary  restraining  order,  and/or a permanent  injunction in any
court of competent  jurisdiction,  to prevent or otherwise  restrain a breach of
Sections 5.2 and 5.3, without the necessity of proving  damages,  posting a bond
or other  security,  and to recover  any and all costs and  expenses,  including
reasonable  counsel  fees,  incurred in  enforcing  this  Agreement  against the
Executive, and the Executive hereby consents to the entry of such relief against
him and agrees not to contest  such entry.  Such relief  shall be in addition to
and not in  substitution  of any other  remedies  available to the Company.  The
existence of any claim or cause of action of the Executive  against the Company,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Company of said covenants. The Executive shall
not defend on the basis that there is an adequate remedy at law.

         6. Notices. All notices or other  communications  hereunder shall be in
writing  and  shall be  deemed  to have  been  duly  given  (a)  when  delivered
personally,  (b)  upon  confirmation  of  receipt  when  such  notice  or  other
communication  is sent by facsimile or telex,  (c) one day after  delivery to an
overnight  delivery  courier,  or (d) on the  fifth  day  following  the date of
deposit in the United  States  mail if sent first  class,  postage  prepaid,  by
registered  or  certified  mail.  The  addresses  for such  notices  shall be as
follows:


<PAGE>



                  (a)  For notices and communications to the Company

                                    American Safety Razor Company
                                    240 Cedar Knolls Road
                                    Cedar Knolls, NJ  07927
                                    Fax:  (973) 326-9004
                                    Attn: Chief Financial Officer


<PAGE>



                           with a copy to:

                                    J.W. Childs Associates, Inc.
                                    One Federal Street
                                    Boston, Massachusetts 02110
                                    Fax: (617) 753-1101
                                    Attn: Adam L. Suttin

                    (b) For notices and communications to the Executive,  to the
               address set forth below his signature hereto.

Any party hereto may, by notice to the other,  change its address for receipt of
notices hereunder.

         7.       General.
                  -------

                  7.1 Governing  Law. This  Agreement  shall be governed by, and
enforced in  accordance  with,  the laws of the State of Delaware  applicable to
agreements made and to be performed entirely within such state.

                  7.2  Amendment:   Waiver.   This  Agreement  may  be  amended,
modified, superseded, canceled, renewed or extended, and the terms hereof may be
waived,  only by a written instrument executed by both of the parties hereto or,
in the case of a waiver, by the party waiving compliance.  The failure of either
party at any time or times to require  performance of any provision hereof shall
in no manner  affect the right at a later time to enforce the same. No waiver by
either party of the breach of any term or covenant  contained in this Agreement,
whether by conduct or otherwise,  in any one or more instances,  shall be deemed
to be, or construed as, a further or continuing  waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.

                  7.3  Successors and Assigns.  This Agreement  shall be binding
upon the  Executive,  without  regard to the duration of his  employment  by the
Company  or  reasons  for the  cessation  of such  employment,  and inure to the
benefit  of his  administrators,  executors,  heirs and  assigns,  although  the
obligations of the Executive are personal and may be performed only by him. This
Agreement shall also be binding upon and inure to the benefit of the Company and
its subsidiaries,  successors and assigns,  including any corporation with which
or into which the Company or its  successors  may be merged or which may succeed
to its assets or business.

                  7.4  Counterparts.  This Agreement may be executed in multiple
counterparts,  each of which shall be considered to have the force and effect of
an original.



<PAGE>



     7.5 Attorneys'  Fees. Each arty shall bear the costs of any legal and other
fees and expenses  which may be incurred in respect of enforcing its  respective
rights under this Agreement.

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement as an
instrument under seal as of the date first above written.

                                AMERICAN SAFETY RAZOR COMPANY


                                By: /s/Adam Suttin
                                    --------------------------------
                                Name: Adam Suttin
                                Title: Vice President


                                EXECUTIVE:

                                /s/James D. Murphy

                                JAMES D. MURPHY

                                Address:

                                21 Bissell Road
                                Lebanon, NJ  08833