EXHIBIT 10(b)

                        CHANGE IN CONTROL AGREEMENT

        AGREEMENT, effective as of January 1, 1998 (the "Effective Date")
between Stanhome Inc., a Massachusetts corporation (the "Company") and
Eugene Freedman (the "Employee").

        WHEREAS, the Employee has been employed by Enesco Corporation, a
wholly-owned subsidiary of the Company, since 1959 and is, as of the
effective date of this Agreement, the Chairman and Chief Executive Officer
of Enesco Corporation (the "Employer"); and

        WHEREAS, the parties deem it to be in the best interest of both the
Employee, the Employer and the Company for the Company to continue (as in
his recently expired employment agreement dated June 1, 1983, as amended)
to provide a severance payment in the event his employment terminates under
certain circumstances hereinafter described,

        NOW, THEREFORE, in consideration of the mutual promises, covenants
and conditions and of the agreements hereinafter contained, the Company and
the Employee agree as follows:

         1.  Severance Benefit.

(a)      Upon the termination of the Employee's employment by the Employer
         for any reason other than death, Disability, termination for
         Substantial Cause, or voluntary termination without Good Reason
         within two years or less after a Change in Control as defined
         below, the Company will pay him as a severance benefit an amount
         equal to three times the annual rate of his Total Compensation at
         the time of such termination.

(b)      The Employee's employment is deemed to be terminated following a
         Change in Control if the Employee's employment terminates prior to
         a Change in Control at the direction of a person (as defined in
         paragraph 4(a)(i) below) who has entered into an agreement with
         the Company to effectuate a Change in Control and such employment
         terminates for any other reason other than death, Disability,
         termination for Substantial Cause, or voluntary termination
         without Good Reason and the circumstances constituting Good Reason
         occur at the direction of such person.

(c)      Notwithstanding any other provisions of this Agreement, in the
         event that any payment or benefit received by an Employee in
         connection with a Change in Control or the termination of the
         Employee's employment (whether pursuant to the terms of this or
         any other plan, arrangement or agreement with the Company, the
         Employer, any Person (as defined in Section 4(a)(i) of this
         Agreement) whose actions result in a Change in Control or any
         Person affiliated with the Company or such Person) (all such
         payments and benefits, including the severance benefit, being
         hereinafter called "Total Payments") would be subject (in whole or
         in part), to the excise tax imposed under Section 4999 of the
         Internal Revenue Code of 1986, as amended (the "Code") (the
         "Excise Tax"), then the severance benefit under this Agreement
         shall be reduced to the extent necessary so that no portion of the
         Total Payments is subject to the Excise Tax (after taking into
         account any reduction in the Total Payments provided by reason of
         Section 280G of the Code in such other plan, arrangement or
         agreement) if (i) the net amount of such Total Payments, as so
         reduced, (and after deduction of the net amount of federal, state
         and local income tax on such reduced Total Payments) is greater
         than (ii) the excess of (A) the net amount of such Total Payments,
         without reduction (but after deduction of the net amount of
         federal, state and local income tax on such Total Payments), over
         (B) the amount of Excise Tax to which the Employee would be
         subject in respect of such Total Payments. For purposes of
         determining whether and the extent to which the Total Payments
         will be subject to the Excise Tax, (A) no portion of the Total
         Payments, the receipt or enjoyment of which the Employee shall
         have effectively waived in writing prior to the date of
         termination of the Employee's employment, shall be taken into
         account, (B) no portion of the Total Payments shall be taken into
         account which in the opinion of tax counsel selected by the
         Company and reasonably acceptable to the Employee does not
         constitute a "parachute payment" within the meaning of Section
         280G(b) (2) of the Code, (including by reason of Section 280G(b)
         (4) (A) of the Code) and, in calculating the Excise Tax, no
         portion of such Total Payments shall be taken into account which
         constitutes reasonable compensation for services actually
         rendered, within the meaning of Section 280G(b) (4) (B) of the
         Code, in excess of the base amount (within the meaning of Section
         280G(b) (3) of the Code) allocable to such reasonable
         compensation, and (C) the value of any non-cash benefit or any
         deferred payment or benefit included in the Total Payments shall
         be determined by the Company in accordance with the principles of
         Sections 280G(d) (3) and (4) of the Code. Prior to the payment
         date set forth in subsection 1(a) hereof, the Company shall
         provide the Employee with its calculation of the amounts referred
         to in this subsection and such supporting materials as are
         reasonably necessary for the Employee to evaluate the Company's
         calculations. If the Employee objects to the Company's
         calculations, the Company shall pay to the Employee such portion
         of the severance benefit (up to 100% thereof) as the Employee
         determines is necessary to result in the Employee receiving the
         greater of clauses (i) and (ii) of this subsection.

         2. Payment. The severance benefit shall be payable in a lump sum
         on or before the date of the Employee's termination.

         3. Term. The term of this Agreement shall be a period beginning
         on the Effective Date and ending on the first to occur of (i) the
         Employee's death, disability, retirement, termination for
         substantial cause or voluntary termination without good reason; or
         (ii) three years after written notification by the Employer of its
         intention to terminate. All obligations and rights arising under
         paragraph 1 at the time of the termination of this Agreement shall
         survive such termination.

         4.    Change In Control; Potential Change In Control

(a)      As used herein, "Change in Control" of the Company means a Change
         in Control of a nature that would, in the opinion of Company
         counsel, be required to be reported in response to Item 6(e) of
         Schedule 14A of Regulation 14A promulgated under the Securities
         Exchange Act of 1934, as amended (the "Exchange Act"); provided
         that, without limitation, such a Change in Control shall be deemed
         to have occurred if

         (i) any "Person" (as such term is used in Sections 13(d) and 14(d)
         of the Exchange Act) (other than the Company or any subsidiary of
         the Company, any trustee or fiduciary holding securities under an
         employee benefit plan of the Company or any of its subsidiaries or
         a corporation owned, directly or indirectly, by the stockholders
         of the Company in substantially the same proportions as their
         ownership of the stock of the Company) becomes the "beneficial
         owner" (as defined in Rule 13d-3 under the Exchange Act), directly
         or indirectly, of securities of the Company representing
         twenty-five percent (25%) or more of the combined voting power of
         the Company's then outstanding securities; or

         (ii) during any period of two consecutive years (not including any
         period prior to the execution of this Agreement), individuals who
         at the beginning of such period constitute the Board of Directors
         of the Company and any new director (other than a director
         designated by a Person who has entered into an agreement with the
         Company to effect a transaction described in Clause (i), (iii) or
         (iv) of this paragraph) whose election by the Board or nomination
         for election by the Company's stockholders was approved by a vote
         of at least two-thirds (2/3) of the directors then still in office
         who either were directors at the beginning of the period or whose
         election or nomination for election was previously so approved
         cease for any reason to constitute a majority thereof; or

         (iii) the stockholders of the Company approve a merger or
         consolidation of the Company with any other corporation, other
         than (A) a merger or consolidation which would result in the
         voting securities of the Company outstanding immediately prior
         thereto continuing to represent (either by remaining outstanding
         or by being converted into voting securities of the surviving
         entity), in combination with the ownership of any trustee or other
         fiduciary holding securities under an employee benefit plan of the
         Company, at least 75% of the combined voting power of the voting
         securities of the Company or such surviving entity outstanding
         immediately after such merger or consolidation, or (B) a merger or
         consolidation effected to implement a recapitalization of the
         Company (or similar transaction) in which no Person acquires 25%
         or more of the combined voting power of the Company's then
         outstanding securities; or

         (iv) the stockholders of the Company approve a plan of complete
         liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all the
         Company's assets.

               Notwithstanding the foregoing, no Change in Control of the
         Company shall be deemed to have occurred if Employee is a member
         of a management group which first announces a proposal which
         constitutes a Potential Change in Control, unless otherwise
         determined by a majority of the Board of Directors who are not
         members of such management group.

(b)      A "Potential Change in Control" shall be deemed to have occurred
         if the conditions set forth in any one of the following paragraphs
         shall have been satisfied:

        (i) the Company enters into an agreement, the consummation of which
        would result in the occurrence of a Change in Control;

        (ii) the Company or any Person publicly announces an intention to
        take or to consider taking actions which, if consummated, would
        constitute a Change in Control;

        (iii) any Person who is or becomes the beneficial owner, directly
        or indirectly, of securities of the Company representing 10% or
        more of the combined voting power of the Company's then outstanding
        securities, increases such Person's beneficial ownership of such
        securities by 5% or more over the percentage so owned by such
        Person on the date hereof; or

        (iv) the Board of Directors adopts a resolution to the effect that,
        for purposes of this Agreement, a Potential Change in Control has
        occurred.

        5. Total Compensation. As used herein, "Total Compensation" means
        the Employee's annual base salary rate at the time of termination
        plus any bonus to which he is entitled under the Company's
        Management Incentive Plan, or its successor or substitute plan or
        policy. For purposes of the calculation to be made under paragraph
        1(a) above, the Employee's annual base salary shall be the rate at
        the time of termination but not less than the rate in effect
        immediately prior to the Change in Control, and the bonus shall be
        equal to 100% of the target bonus payable to the Employee under the
        Company's Management Incentive Plan for the year in which his
        termination occurs, but not less than 100% of the target bonus for
        the year in which the Change of Control occurred.

        6. Disability. As used herein, "Disability" means a medically
        determinable physical or mental condition which renders the
        Employee incapable of performing the work for which he was employed
        at his normal place of employment for at least six consecutive
        months. A termination by reason of Disability shall not be deemed
        to have occurred unless the Employee fails to return to work at his
        normal place of employment within thirty (30) days after receiving
        written notice of termination from the Employer.

        7. Substantial Cause. As used herein, "Substantial Cause" means (i)
        the willful and continued failure by the Employee to substantially
        perform the Employee's duties with the Employer (other than any
        such failure resulting from the Employee's incapacity due to
        physical or mental illness or any such actual or anticipated
        failure after the issuance of a notice of termination for Good
        Reason by the Employee) after a written demand for substantial
        performance is delivered to the Employee by the Board, which demand
        specifically identifies the manner in which the Board believes that
        the Employee has not substantially performed the Employee's duties,
        or (ii) the willful engaging by the Employee in conduct which is
        demonstrably and materially injurious to the Company or its
        subsidiaries, monetarily or otherwise. For purposes of clauses (i)
        and (ii) of this definition, no act, or failure to act, on the
        Employee's part shall be deemed "willful" unless done, or omitted
        to be done, by the Employee not in good faith and without
        reasonable belief that the Employee's act, or failure to act, was
        in the best interest of the Company and the Employer.

        8. Good Reason. A voluntary termination under any of the following
        circumstances shall be considered to be for "Good Reason":

(a)     assignment to the Employee of duties or title inconsistent with his
        status as an officer, or removal of the Employee from involvement
        in management decision-making functions consistent with his prior
        experience with the Employer;

(b)     failure to continue the Employee's participation in the Company's
        Management Incentive Plan or in any successor or substitute plan or
        policy and, if such termination follows a Change in Control,
        equivalent to the management incentive plan as in effect
        immediately prior to the Change in Control;

(c)     failure to pay when due the Employee's base salary, or any
        installment of deferred compensation when due, or a reduction in
        the Employee's base salary, or a failure to continue in effect for
        the Employee's benefit fringe benefits in which he now
        participates, including retirement plans, health and insurance
        plans, vacation plans, and automobile programs, or the taking of
        any action which materially reduces such benefits, provided that,
        unless such reduction in base salary or failure to continue
        benefits occurs within two years after a Change in Control, it will
        not be considered Good Reason if taken in connection with a general
        reduction applicable to all officers;

(d)     assignment of the Employee to any location other than within fifty
        (50) miles of his present office location; or

(e)     within two years after a Change in Control, a requirement that the
        Employee travel away from his office location more than 25% of the
        working days in the year, provided that Employee may be required to
        increase his travel by 10% of his working days if the Employee had
        been travelling more than 15% of his working days at the time of
        the Change in Control. Working days for these purposes shall
        exclude vacation days.

        9. Fringe Benefits. For a period of thirty six (36) months (the
        "Extended Period") following any termination giving rise to
        benefits under this Agreement, the Employee shall continue to
        participate fully in those fringe benefits of the Employer in which
        he is a participant prior to such termination, including the group
        insurance programs (i.e. medical insurance, including dependent
        coverage; life insurance; accidental death and dismemberment
        insurance), but excluding the Employer's automobile program;
        provided, however, that if the Employee is barred from
        participating in a particular plan or arrangement under such
        program's terms, the Company shall arrange to provide the Employee
        for the Extended Period with a substitute benefit substantially
        equivalent to the affected plan or arrangement. The coverage set
        forth in the preceding sentence shall be subject only to such
        periodic review as may be required by the group insurance carrier
        to determine whether he has become a participant in a comparable
        program of another employer, in which case continuance or
        discontinuance of coverage will be determined in accordance with
        the terms and conditions of the group insurance policy and the
        benefits payable under this provision will be secondary to the
        comparable program of the other employer.

               All benefits covered by this paragraph 9 shall be provided
        at no cost to the Employee and subject to the benefit limitation
        provision of paragraph 1.

        10. Legal Fees. In the event legal fees and expenses must be
        incurred by the Employee in seeking to obtain or enforce any right
        or benefit provided by this Agreement, the Company shall reimburse
        the Employee for such cost, provided, however, that fees and
        expenses incurred in connection with that portion of a claim that
        is determined by a court or arbitrator to be frivolous shall not be
        paid by the Company.

        11. Mitigation. Inasmuch as the severance benefit provided for in
        this Agreement is in recognition of past services rendered to the
        Employer, the Employee will not be required to mitigate the amount
        of any payment provided for by this Agreement by seeking other
        employment nor shall the amount of any payment so provided be
        reduced by any compensation earned by the Employee as the result of
        employment by another employer after the date of termination or
        otherwise.

        12. Other Compensation. The lump sum severance benefit payable
        pursuant to this Agreement shall be in addition to and not in
        substitution for any amounts of compensation accrued in favor of
        the Employee up to the date of termination, including a pro-rated
        portion of any incentive compensation to which he is entitled,
        based upon the number of days of employment during such year prior
        to such termination date, and shall also be in addition to and not
        in substitution for any amount or benefit to which the Employee may
        otherwise be entitled under any insurance policy, profit-sharing
        plan, employee stock ownership plan, stock option plan or written
        employment contract between the Employee and the Employer, or the
        Company, or any regular or supplemental retirement plan or contract
        maintained by the Employer or the Company on the Employee's behalf.
        Notwithstanding the foregoing, the benefits payable hereunder shall
        be in substitution for any account or benefit to which the Employee
        may otherwise be entitled under (i) the Employer's regular
        severance policy; or (ii) any other severance agreement between the
        Employee and the Employer.

        13. Confidential Information. The Employee agrees that he will not
        use or disclose to anyone (other than for the benefit of the
        Employer or the Company) either during the term of his employment
        or at any time thereafter, any confidential information obtained by
        or made known to him while employed by the Employer. As used
        herein, "Confidential Information" includes, but is not limited to,
        trade secrets of the Employer or the Company or of any other
        organization associated or affiliated with or owned by or owning
        the Employer or the Company.

        14. Covenant Not to Proselyte. For a period of thirty-six (36)
        months after termination giving rise to benefits under this
        Agreement, the Employee agrees that he will not attempt, directly
        or indirectly, to induce any employee of the Employer or the
        Company to terminate his or her employment with the Employer or the
        Company.

        15. Entirety of Agreement and Amendment. This Agreement constitutes
        the entire Agreement between the parties and no amendment, waiver,
        alteration or modification of this Agreement shall be valid unless
        in each instance such amendment, waiver, alteration or modification
        is agreed to in writing by both parties. Mere delay by the Employee
        in exercising any rights under this Agreement will in no event be
        deemed a waiver of such rights. This Agreement supersedes all
        previous severance agreements that may have been made between the
        Company or the Employer and the Employee.

        16. Notices and Statements. All notices and statements hereunder
        shall be in writing, and, if directed to the Company, shall be
        deemed given if deposited postage prepaid in the U.S. Mail or
        delivered to the Company, Attention: President at 333 Western
        Avenue, Westfield, Massachusetts, 01085, or, if directed to the
        Employee, shall be deemed given if delivered to him personally or
        deposited postage prepaid in the U.S. Mail addressed to him at his
        then current personal residence as it appears on the Company
        records, or to such other addresses as either party may hereafter
        designate in writing for the purpose. Written notice of termination
        of employment by the Employer or the Employee after a Change in
        Control must specify the provision(s) in the Agreement relied upon
        and detail the facts and circumstances alleged as the basis for
        termination of employment. Any such notice shall be effective
        thirty (30) days after receipt by the appropriate party (except for
        termination for Substantial Cause).

        17. Applicable Law. To the extent permitted by law, this Agreement
        shall be deemed to have been made in the Commonwealth of
        Massachusetts, and its validity, construction and performance shall
        be determined in accordance with the laws of said Commonwealth.

        18. Assignment. Neither party may assign this Agreement or any of
        the rights or duties hereunder, except that the Company may assign
        any of its rights and duties under this Agreement to (1) a
        successor or assignee of all or substantially all of the business
        or assets of the Company, or (2) any corporation with which the
        Company merges or with which the Company may be consolidated,
        provided that any such successor or assignee or surviving entity of
        a merger or consolidation must expressly assume in writing such
        rights, duties and obligations of the Company, and except further
        that the rights and obligations of the Employee under this
        Agreement shall inure to the benefit of and be enforceable by the
        Employee's personal or legal representative, executor, etc.

        19. Not an Employment Contract. The parties agree that this
        Agreement is not intended as, and is not, an employment contract
        with the Company or the Employer. The Employer may terminate the
        Employee's employment at any time during the term of this Agreement
        subject to providing such benefits as may be specified in the
        Agreement.

        20. Arbitration. At the election of either the Company or the
        Employee, all controversies in connection with, or related to, any
        alleged breach of this Agreement or any of its provisions requiring
        ongoing action or interpretation, including, without limitation,
        injunctive relief, shall be settled by binding arbitration in
        Boston, Massachusetts in accordance with the rules of the American
        Arbitration Association then in effect. Company or Employee may
        demand arbitration upon ten (10) days notice to the other. The
        arbitration panel shall consist of three (3) members, one to be the
        Employee's nominee, one to be the Company's nominee and a third to
        be selected by the other two. In the event the two arbitrators
        cannot agree on a third within seven (7) days after the demand for
        arbitration, the third shall be chosen by the American Arbitration
        Association in Boston, Massachusetts pursuant to its rules and
        regulations. In the event of the death or incapacity of Employee,
        his duly authorized executor or representative or its nominee shall
        be or choose one arbitrator in his stead. Judgment upon any award,
        including injunctive relief, rendered may be entered in any court
        having jurisdiction thereof. The fees and expenses of the
        arbitrators shall be borne by the parties hereto in proportion to
        the questions answered adversely to their several questions and
        interpretations, as determined by the arbitrators, and the parties
        agree that the findings of a majority of such three (3) arbitrators
        shall be conclusive on them, and their respective heirs, successors
        and assigns, executors, administrators, and personal
        representatives.

        21. Invalidity of any Provision. If any provision of this Agreement
        or the application thereof to any party or circumstance is held
        invalid or unenforceable, in whole or in part, the remaining
        provisions of this Agreement and the application of such provisions
        to the other party or circumstances will not be affected thereby,
        the provisions of this Agreement being severable or modifiable in
        any such instance.

         IN WITNESS WHEREOF, this Agreement has been executed by a duly
authorized officer of the Company and by the Employee.

Dated:  May 1, 1998

                                                   STANHOME INC.


                                                   by /s/ H. L. Tower
                                                      _____________________
                                                      H. L. Tower
                                                     Chairman and C.E.O.


                                                   /s/ Eugene Freedman
                                                   _______________________
                                                   (Employee)