Exhibit 10.6(c)




                         EMPLOYMENT PROTECTION AGREEMENT

         THIS EMPLOYMENT PROTECTION AGREEMENT (this "Agreement") is entered into
on December 8, 1997, by and between  AMERICAN  SAFETY RAZOR COMPANY,  a Delaware
corporation (the "Company"), and JAMES V. HEIM, an individual ("Executive").

                                   WITNESSETH:

         WHEREAS,  Executive is currently employed as the Senior Vice President-
Consumer Products of the Company;

         WHEREAS,  the board of directors  of the Company  considers it to be in
the best interests of the Company to foster the continued  employment of certain
key management personnel; and

         WHEREAS,  the board of  directors  of the Company  recognizes  that the
possibility  of the sale of the Company  exists  and, as a result,  the board of
directors has determined that appropriate steps should be taken to reinforce and
encourage the continued  attention and dedication to the Company of Executive as
a member of the Company's management team;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:

         1. Certain Definitions.  For purposes of this Agreement,  the following
terms shall have the following meanings:

         a. "Cause" shall mean any one of the  following:  (i) the conviction of
Executive of any crime or criminal offense involving monies or other property or
any  felony;  (ii) the breach by  Executive  of any of his  fiduciary  duties of
loyalty as an officer of the Company;  (iii) the repeated and willful failure of
Executive diligently, faithfully and competently perform his duties; or (iv) the
material  violation by Executive of any of the terms of any  agreement  with the
Company after a reasonable notice of such violation and an opportunity to cure.

         b.   "Change  of  Control"   shall  mean  (a)  the  purchase  or  other
acquisition,  pursuant  to the sale  process  recently  approved by the board of
directors of the  Company,  by any  person(s)  or entity,  within the meaning of
Section 13(d) or 14(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act") (excluding, for this purpose, the Jordan Group (defined herein),
the Company or its  subsidiaries or any employee  benefit plan of the Company or
its  subsidiaries),  of beneficial  ownership  (within the meaning of Rule 13d-3
promulgated  under the Exchange Act) of (i) 50% or more of the  then-outstanding
shares of voting common stock of the Company,  (ii) all or substantially  all of
the assets of the Company or (iii) that number of shares of voting  common stock
owned by the members of the Jordan Group which results in the Jordan



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Group  beneficially  owning less than three and one-half  percent  (3.5%) of the
then  outstanding  voting  common stock of the Company,  or (b) pursuant to such
sale process, resignation or removal of all the members of the Jordan Group from
the Board of Directors of the Company.  Notwithstanding  the foregoing,  a sale,
spin-off,  joint venture or other  business  combination  by the Company,  which
involves one or more divisions or subsidiaries of the Company and is approved by
a majority vote of the board of directors of the Company, shall not be deemed to
be a Change of Control.

         c.  "Effective  Date"  shall  mean the first  date on which a Change of
Control occurs. Anything in this Agreement to the contrary  notwithstanding,  if
Executive's  employment with the Company is terminated by the Company,  and such
termination:  (i) was at the  request  of a third  party  who  has  taken  steps
reasonably  calculated to effect a Change of Control; or (ii) otherwise arose in
connection  with,  or in  anticipation  of, a Change  of  Control,  then for all
purposes of this Agreement the "Effective  Date" shall mean the date immediately
prior to the date of such termination of employment.

         d. Jordan Group" shall collectively mean Jordan  Industries,  Inc., The
Jordan Company,  Leucadia Investors Inc.,  Jordan/Zalaznick Capital Corporation,
MCIT PLC and  their  respective  partners,  shareholders,  direct  and  indirect
subsidiaries,  and any other Person that directly or indirectly,  through one or
more  intermediaries,  controls or is controlled  by or is under common  control
with them, and John W. Jordan II, Thomas H. Quinn,  David W. Zalaznick,  John R.
Lowden and  Jonathan  F.  Boucher.  For  purposes of this  definition,  the term
"Person" shall include any single  individual,  any single entity and, in either
case, their "Affiliates" as that term is defined under the Exchange Act.

          2.   Duties. While employed by the Company, Executive shall
diligently,  faithfully  and  competently  perform  the  duties of the office of
Senior  Vice  President-Consumer  Products  and  shall  devote  as  much  of his
productive  time and abilities to the  performance of such duties as is required
to accomplish such duties.

          3.   Compensation; Change of Control Payment.

               a.   While Executive is employed by the Company,  the Company
will pay Executive  such  compensation  and benefits as agreed upon from time to
time by the parties hereto.

               b.   In the event of a Change of Control,  on an Effective Date
the Company shall pay Executive a lump sum in cash consisting of, (i) one year's
base salary (excluding  benefits) at the rate in effect as of the Effective Date
and (ii) an amount equal to 100% of Executive's "target" bonus




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(excluding  stock  bonuses or stock  options)  for the fiscal  year in which the
Change of Control occurs (items (i) and (ii) are collectively referred to as the
"Change of Control Payment").  The payments to Executive by the Company pursuant
to this  Section  3(b) shall be in addition to any  salary,  bonus and  benefits
payable to or accrued to Executive as of an Effective Date.

         4. Severance  Payment.  Subject to Sections 5 and 6 hereof, if as of an
Effective  Date (i)  Executive  is not hired by the Company or its  successor to
serve as Senior Vice  President-Consumer  Products or in a similar position,  or
within twenty-four months after such Effective Date, (ii) Executive's employment
is  terminated  by the Company or its  successor  for any reason  other than the
voluntary  termination by Executive,  termination of Executive for Cause, or the
death of Executive, (iii) the location of the office where Executive is required
to perform  the  majority of his duties for the  Company is  relocated,  without
Executive's  consent, to a location more than 70 miles from Verona,  Virginia or
(iv) without Executive's concurrence, Executive's duties as set forth in Section
2 hereof or Executive's  compensation  during the twenty-four months prior to an
Effective Date are materially  reduced (items (i)-(iv) each being referred to as
a "Termination  Event"),  the Company shall pay Executive an amount equal to the
Change of Control Payment (the "Severance Payment").  All amounts payable by the
Company to  Executive  pursuant  to this  Section 4 shall be in  addition to any
other amounts  payable under and shall be paid, at the option of Executive,  (A)
in a lump sum in cash within 10 days of the date of the Termination Event or (B)
in accordance with the payroll  schedule of the Company in effect as of the date
of the Termination Event, provided, however, if prior to the full payment of the
Severance   Payment,   Executive  becomes  employed  by  another  entity,   upon
Executive's  delivery of written notice to the Company of such  employment,  the
Company shall pay Executive a lump sum in cash equal to the unpaid amount of the
Severance  Payment.  Executive  shall  exercise his payment option by delivering
written  notice  to the  Company  within  five  (5) days  after  the date of the
Termination Event,  provided,  however,  in the event Executive fails to deliver
such written notice, the Severance and shall be in addition to any other amounts
payable under this Agreement.

         5.  Release.  As a condition to  receiving  the amounts  payable  under
Section 4,  Executive must provide the Company with a release,  satisfactory  to
the Company in its reasonable  discretion,  of all claims, charges and causes of
action  Executive may have arising out of or relating in any way to  Executive's
employment by the Company and its  affiliated  companies and the  termination of
such employment.

         6.  Termination.  Except as may  otherwise be provided  under any other
written agreement between Executive and the Company, the employment of Executive
by the  Company  is "at  will"  and,  prior to an  Effective  Date,  Executive's
employment may be terminated by either  Executive or the Company,  in which case
Executive  shall have no further  rights  under this  Agreement  and the Company
shall be released from its obligations under this Agreement. In addition, unless
a Change of Control has occurred prior thereto,  this Agreement  shall expire on
December  31, 2002 unless this  Agreement is sooner  terminated  as provided for
above, in which case Executive shall




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have no further  rights under this  Agreement  and the Company shall be released
from its obligations under this Agreement.

         7. Restrictive Covenants. In consideration of this Agreement, Executive
agrees that for the one year period after his  employment is terminated  for any
reason, Executive shall not:

         a.  directly or  indirectly,  either  individually  or as a  principal,
partner, agent, employee, employer, consultant,  stockholder, joint venturer, or
investor,  or as a director or officer of any corporation or association,  or in
any other manner or capacity  whatsoever,  engage in,  assist or have any active
interest in a business located anywhere in United States,  Israel,  Germany, the
Dominican  Republic,  Puerto  Rico,  Canada,  Mexico or the United  Kingdom that
manufactures or distributes razor blades,  razors,  cotton fiber products in the
health and beauty aids  business  segment,  or foot care or soap products in the
health and beauty aids business segment,  or that otherwise  competes with or is
substantially similar in concept,  design,  format, or otherwise to the business
conducted by the Company and its  subsidiaries on the date hereof or at any time
during the term of this  covenant.  Notwithstanding  the above,  this  paragraph
shall not be construed to prohibit Executive from owning less than three percent
(3%) of the outstanding  securities of a corporation which is publicly traded on
a securities exchange or over-the-counter.

         b.  directly or  indirectly,  either  individually,  or as a principal,
partner, agent, employee, employer, consultant,  stockholder, joint venturer, or
investor,  or as a director or officer of any corporation or association,  or in
any other  manner or capacity  whatsoever,  (i) divert or attempt to divert from
the Company any business  with any customer or account with which  Executive had
any contact or association, which was under the supervision of Executive, or the
identity of which was learned by Executive as a result of Executive's employment
with the Company, or (ii) induce any salesperson, distributor, supplier, vendor,
manufacturer, representative, agent, jobber or other person transacting business
with the  Company  to  terminate  their  relationship  or  association  with the
Company, or to represent, distribute or sell services or products in competition
with services or products of the Company,  or (iii) induce or cause any employee
of the  Company  or its  affiliates  to leave the  employ of the  Company or any
affiliate of the Company.

         8. Successors.

         a. This  Agreement  shall inure to the benefit of and be enforceable by
Executive and Executive's legal representative.

         b. This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.




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         c. The Company shall require any successor (whether direct or indirect,
by  purchase,  merger,  consolidation,  sale of assets or  otherwise)  to all or
substantially  all of the  business  and/or  assets  of the  Company  to  assume
expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place. As used in this Agreement,  "Company" shall mean the Company as
hereinbefore  defined  and  any  successor  to its  business  and/or  assets  as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

         9. Miscellaneous.

         a. This Agreement shall be governed by and construed in accordance with
the laws of the state of Virginia,  without  reference to principles of conflict
of laws. The captions of this  Agreement are not part of the  provisions  hereof
and shall have no force or effect.

         b. This Agreement may be amended,  changed or modified only pursuant to
a written document signed by both the Company and Executive.

         c. All notices and other  communications  hereunder shall be in writing
and shall be given by hand  delivery  to the  other  party or by  registered  or
certified mail, return receipt requested, postage prepaid, addressed as follows:

               If to Executive:

               James V. Heim
               1420 Piper Way
               Keswick, Virginia  22947

               If to the Company:

               American Safety Razor Company
               P.O. Box 500
               Staunton, Virginia 24402-0500

Notices and communications  shall be effective at the time they are given in the
foregoing manner.

         d. The  Company  shall  withhold  from any amounts  payable  under this
Agreement such Federal,




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state,  local or foreign taxes as may be required to be withheld pursuant to any
applicable law or regulation.

         e. A  party's  failure  to  insist  upon  strict  compliance  with  any
provision  hereof or any other  provision  of this  Agreement  or the failure to
assert any right  hereunder shall not be deemed to be a waiver of such provision
or right or any other provision or right of this Agreement.

         f. If any legal action or other  proceeding  is commenced to enforce or
interpret any provision of, or otherwise relating to this Agreement,  the losing
party  shall pay the  prevailing  party's  reasonable  expenses  incurred in the
investigation  of any  claim  leading  to the  proceeding,  preparation  for and
participation  in the  proceeding,  any appeal or other post judgment motion and
any action to enforce or collect the judgment, including contempt,  garnishment,
levy,  discovery or bankruptcy.  "Expenses" shall include,  without  limitation,
reasonable  court  or  other  proceeding  costs  and  reasonable   experts'  and
reasonable  attorneys' fees and their expenses.  The phrase  "prevailing  party"
shall mean the party who is determined in the  proceeding to have  prevailed and
who prevails by dismissal, default or otherwise.

         IN WITNESS WHEREOF, the foregoing Agreement was executed on December 8,
1997.



                              AMERICAN SAFETY RAZOR COMPANY


                              By:/s/ Thomas H. Quinn
                                 ---------------------------
                                 Thomas H. Quinn, Chairman of
                                 the Board and Chief Executive Officer


                                 /s/ James V. Heim
                                 ---------------------------
                                 James V. Heim




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