Exhibit 10.6(b)










                         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  WILLIAM  C.  WEATHERSBY,   an  individual
("Executive").

                                   WITNESSETH:

         WHEREAS,  Executive is currently  employed as the  President  and Chief
Operating Officer 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 the 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 to diligently, faithfully and competently perform his duties; and (iv)
the  material  violation by  Executive  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 (i) beneficial ownership (within the meaning of Rule 13d-3
promulgated  under  the  Exchange  Act) of 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  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


<PAGE>



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, but not substantially  all, of the Company's  divisions or
subsidiaries 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 offices of President and
Chief  Operating  Officer 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) six month's
base salary (excluding  benefits) at the rate in effect as of the Effective Date
and (ii) an amount equal to 50% of Executive's  "target" bonus  (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 amounts  payable to Executive  pursuant to this Section
3(b) shall be in addition to any salary, bonus or benefits payable to or accrued
to Executive as of an Effective Date.


<PAGE>



         4. Severance Payment.

         a. Subject to Sections 6 and 7 hereof,  if as of an Effective  Date (i)
Executive is not hired by the Company or its  successor to serve as President or
such similar  position,  or within twelve 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  compensation  during the
twelve 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  (such amount being
referred to as 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 this Agreement 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, and, in addition,  Executive shall be entitled to
continue to receive,  at the Company's cost, the Base Benefits  (defined herein)
he  receives  as of the date of the  Termination  Event  until  such time as the
Severance Payment has been paid in full, provided, however, if prior to the full
payment of the  Severance  Payment,  Executive  becomes  employed  with  another
entity,  upon  Executive's  delivery of written notice  informing the Company of
such employment, the Company shall pay Executive a lump sum in cash equal to the
unpaid amount, if any, of the Severance Payment and Executive shall no longer be
entitled to receive  the Base  Benefits.  As used in this  Section  4(a),  "Base
Benefits" shall mean life insurance,  disability insurance and health insurance.
Pursuant to clause (B) of this Section 4(a),  Executive shall not be entitled to
receive any benefits  other than the Base Benefits,  including,  but not limited
to,  participation  in any 401(k),  profit  sharing or  retirement  plans or the
payment or reimbursement of any automobile expenses or social club dues.

         b.  Executive  shall  exercise his payment option under Section 4(a) 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  Payment shall be paid in accordance
with clause A of Section 4(a).

         5. Stock  Options.  As of the date of a  Termination  Event,  any stock
options  previously  granted to  Executive  under any stock  option  plan of the
Company  or  any of its  subsidiaries,  whether  or  not  vested,  shall  become
immediately  exercisable.  Executive  shall  have one year after the date of the
Termination  Event to exercise  such  options.  The  provisions of the foregoing
sentence will supersede and amend any inconsistent provision in the terms of any
agreement granting stock options to Executive.



<PAGE>



         6.  Release.  As a condition to  receiving  the amounts  payable  under
Section 4 and exercising any stock options pursuant to Section 5, 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.

         7.  Termination.  Except  as  may  otherwise  be  provided  below,  the
employment  of Executive by the Company is "at will" and,  prior to an Effective
Date,  Executive's  employment  may be terminated by either the Executive or the
Company,  in which  case  Executive  shall  have no  further  rights  under this
Agreement  (except as provided in the next  sentence)  and the Company  shall be
released from its obligations under this Agreement. Notwithstanding the previous
sentence,  if the Company shall terminate  Executive's  employment without Cause
within 120 days of an Effective Date,  subject to the terms of Sections 6, 8 and
9, Executive  shall be entitled to receive the benefit of this  Agreement.  This
Agreement  shall  expire on December  31,  2002,  unless  sooner  terminated  as
provided  for above and upon such  expiration,  Executive  shall have no further
rights  under  his  Agreement  and  the  Company  shall  be  released  from  its
obligations  under this Agreement.  Notwithstanding  anything  contained in this
Agreement to the contrary,  Sections 8 and 9 of this Agreement shall survive the
termination or expiration of this Agreement.

         8. 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
prior to the date on which Executive's employment is terminated. 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


<PAGE>



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 that are
provided  by or  produced  by the Company at any time prior to the date on which
Executive's  employment is terminated,  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.

         9.  Non-Disclosure.  Executive  shall not at any time or in any manner,
directly or indirectly,  use or disclose to any party other than the Company, it
subsidiaries  or their  successors  any  trade  secrets  or  other  confidential
information  (defined  herein)  learned or obtained by him while a  stockholder,
officer or director  of the  Company.  As used  herein,  the term  "Confidential
Information"  means  information  disclosed  to  or  known  by  Executive  as  a
consequence  of his  position  with the Company and not  generally  known in the
industry  in which the Company or its  subsidiaries  are engaged and that in any
relates  to the  Company's  or any of  its  subsidiaries'  products,  processes,
services,  inventions  (whether  patentable  or not),  formulas,  techniques  or
know-how,  including,  but not limited to, information relating to distribution,
systems  and  methods,   research,   development,   manufacturing,   purchasing,
accounting,   engineering,   marketing,  merchandising  and  selling.  Executive
acknowledges  that the release of any  Confidential  Information of the Company,
any of its  subsidiaries or their  successors to  unauthorized  persons would be
extremely  detrimental  to the  Company  and  agrees to use its best  efforts to
safeguard  such  Confidential  Information  from  unauthorized  persons.  Upon a
Termination  Event,  or whenever  the Company  shall  request,  Executive  shall
deliver and return promptly to the Company all tangible  embodiments  (including
all  copies) of the  Confidential  Information  in the  possession  or under the
control of Executive.

         10. 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.

         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.


<PAGE>



         11. Mitigation.  The Company  acknowledges and agrees that in the event
of a Termination  Event,  Executive shall not be required to mitigate the amount
of the Severance Payment by seeking other employment or otherwise.

         12. 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 the 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:

               William C. Weathersby
               2 Old Mill Road
               Charlottesville, Virginia 22901

               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,  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.


<PAGE>



         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.

                         [SIGNATURES ON THE NEXT PAGE]



<PAGE>


         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/ William C. Weathersby
                                 ---------------------------
                                 William C. Weathersby


<PAGE>