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                                                                  EXHIBIT 10(ii)

                              EMPLOYMENT AGREEMENT

         AGREEMENT dated September 2, 1999, by and between WMS INDUSTRIES INC.
("WMS"), a Delaware corporation with offices at 3401 North California Avenue,
Chicago, IL 60618 and LOUIS J. NICASTRO ("Nicastro"), residing at 340 Polmer
Park, Palm Beach, Florida 33480.

                              W I T N E S S E T H :

         WHEREAS, Nicastro is the President and Chief Executive Officer of WMS
and is party to an Employment Agreement with WMS dated April 6, 1998 (the "Old
Agreement");

         WHEREAS, WMS and Nicastro desire to terminate the Old Agreement and to
enter into this Agreement, which will supersede the Old Agreement and shall
constitute the complete agreement of the parties with respect to, and set forth
all of the terms of, the continued employment of Nicastro.

         NOW, THEREFORE, in consideration of the mutual covenants, conditions
and agreements hereinafter set forth, the parties hereto agree as follows:

         1. WMS hereby employs Nicastro, and Nicastro agrees to be employed by
WMS pursuant hereto, to perform the duties of the President and Chief Executive
Officer of WMS and such other supervisory or executive duties on behalf of WMS
as the Board of Directors of WMS shall determine.

         2. The term of Nicastro's employment hereunder shall commence on the
date hereof and terminate on June 30, 2003 (the "Original Term"); provided,
however, that the term of Nicastro's employment shall be deemed automatically
extended from time to time such that the term of such employment shall at no
time be less than two years (the "Extended Term"); and provided further, that
Nicastro's services hereunder may be terminated by either party, effective upon
expiration of the Original Term or the Extended Term upon written notice from
the terminating party to the other party dated and received at least two years
prior to the respective termination date; and, provided further, that in the
event of the "total disability" of Nicastro (as defined in Paragraph 7 hereof),
any right of WMS to terminate Nicastro's services shall be subject to the
provisions of Paragraph 7 of this Agreement.

         3. a. WMS shall pay to Nicastro in respect of each year of his
employment hereunder, a base salary at the rate of $450,000 per annum, payable
in equal bi-weekly installments, or such greater amount as the Board of
Directors of WMS shall from time to time determine.

            b. Commencing with the fiscal year of WMS beginning July 1, 1999
and each fiscal year thereafter during the term of this Agreement, Nicastro
shall be paid a bonus in the amount equal to two percent (2%) of "adjusted
pre-tax income." The term "adjusted pre-tax income" means the "Income before tax
provision and extraordinary items" of WMS as reported on its audited
consolidated statements of operations with respect to the applicable fiscal
year, but modified to eliminate the effect of (A) any adjustment for taxes,
penalties or interest payable with respect to any fiscal year beginning before
July 1, 1999 and (B) the bonus payable pursuant to this subparagraph, all such
modifications to be determined by the Board of Directors in accordance with
generally accepted accounting principles. The amount of the bonus, if any, to
which Nicastro becomes entitled pursuant to this subparagraph shall be paid
within 15 days after WMS releases its audited financial statements for the
applicable fiscal year. With respect to the fiscal year of WMS during which
Nicastro's employment hereunder terminates for any reason, Nicastro shall be
entitled to a pro rata bonus based upon the number of days in such fiscal year
during which Nicastro was



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employed by WMS. If requested by Nicastro, WMS shall make quarterly interest
free advances against the bonus in amounts mutually agreeable to WMS and
Nicastro.

              c. In addition to other compensation hereunder, Nicastro shall be
entitled to participate in and receive the benefits of all employee benefits and
perquisites generally available to senior executive employees of WMS. Nicastro
shall also be entitled to receive such special bonuses as may be determined from
time to time by the Board of Directors of WMS.

              d. Concurrently with the execution of the Old Agreement, WMS
granted to Nicastro ten year options to purchase 500,000 shares of WMS Common
Stock. Such options shall be exercisable by Nicastro or, in the event of
Nicastro's death, his estate, for their full ten year term whether or not
Nicastro remains employed by WMS; provided, however, such options shall not be
exercisable at any time after Nicastro becomes employed on a full time basis by
a competitor of WMS in violation of Paragraph 8.a of this Agreement.

         4. WMS confirms its commitment, pursuant to a letter agreement dated
July 1, 1996, that during the life of Nicastro and Nicastro's wife Elaine, if
she survives him, to reimburse them for all medical and dental expenses incurred
by them to the extent such expenses are not otherwise reimbursed by insurance
provided by WMS. WMS shall also reimburse Nicastro for all expenses reasonably
incurred by him in connection with the business of WMS, including, but not
limited to, such items as entertainment, traveling, hotel, gifts and similar
items as shall be deemed necessary and commensurate with his position as
President and Chief Executive Officer of WMS. Nicastro will present receipts or
vouchers for any requested reimbursements in accordance with WMS' normal policy
and will comply with any appropriate procedures established by WMS to provide
for payment or withholding of income or other taxes as may be required by law to
be paid or withheld in connection with any such reimbursements.

         5. Nicastro agrees that, throughout the period in which he is required
to perform services hereunder, he will devote his attention, knowledge and
skills faithfully, diligently and to the best of his ability in furtherance of
the business of WMS and businesses in which WMS has an interest, and in the full
performance of the duties assigned to him hereunder, subject at all times, to
the direction and control of the Board of Directors of WMS, and he shall not,
throughout such period, enter into the service of, or be employed in any
capacity or for any purpose whatsoever by, any person, firm or corporation other
than WMS and businesses in which WMS has an interest. Nothing contained in this
paragraph shall be deemed to prohibit Nicastro from (i) investing his assets or
funds, so long as the business of any such entity in which he shall make his
investments shall not be in direct competition with that of WMS, except that
Nicastro may invest in a corporate entity in competition with WMS if such
corporation's stock is listed for trading on a national stock exchange or traded
in the over-the-counter market and Nicastro's holdings therein are not in
violation of WMS' conflicts of interest policy then in effect; or (ii) acting as
a director, trustee, officer, or upon a committee of any other firm, trust or
corporation where such positions do not unreasonably interfere with the services
to be rendered by Nicastro hereunder. WMS acknowledges that Nicastro may
continue to perform services for businesses in which WMS had an interest at the
time his services commenced even after WMS' interest terminates, so long as such
services do not unreasonably interfere with the services to be rendered by
Nicastro hereunder.

         6. a. In the event Nicastro shall die during the term of this Agreement
but prior to his "Retirement Date" (as hereinafter defined), WMS shall, in
addition to the benefits, which may become payable pursuant to subparagraph 3.c,
pay death benefits as hereinafter provided during the Payment Period to such
person or persons as Nicastro shall, at his option, from time to time designate
by written instrument delivered to WMS, each subsequent designation to be deemed
to revoke all prior designations, or if no such designation is made, to his
estate. The "Payment Period" means the lesser of (a) seven years, or (b) a
number of years,



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not less than three, determined by multiplying (i) the number of years or
fractions thereof after April 6, 1998, that Nicastro is employed by WMS, by (ii)
two and one-third. The death benefits are payable in equal monthly payments
commencing the first day of the first month following death. Such annual death
benefit shall be equal to one-half of the aggregate annual base salary payable
to Nicastro as of the date of death, but in no event shall be less than Two
Hundred Twenty Five Thousand Dollars ($225,000) per annum.

              b. "Retirement Date" shall mean the date of the termination of
Nicastro's employment by WMS. WMS will pay to Nicastro on the first day of the
first month following his Retirement Date, and on the first day of each month
thereafter for the Payment Period, in equal monthly payments, an annual
retirement income benefit equal to one-half of the aggregate annual base salary
payable to Nicastro as of the date of termination of his employment by WMS, but
in no event less than Two Hundred Twenty-Five Thousand Dollars ($225,000) per
annum. In the event that Nicastro shall die after his Retirement Date, but
before the retirement benefits provided for herein shall be fully paid, the
balance thereof shall thereafter be payable in monthly installments to his
estate.

              c. The death and retirement benefits provided by subparagraphs 6.a
and 6.b hereof shall be payable notwithstanding the termination of Nicastro's
employment by WMS for any reason or the resignation of Nicastro at any time
after the date hereof.

         7. Nicastro shall receive full compensation for any period of illness
or incapacity during the term of his employment hereunder. Notwithstanding the
foregoing, if such illness or incapacity shall have disabled Nicastro from
performing his duties hereunder for a period of more than six consecutive months
(hereinafter referred to as "total disability"), WMS shall thereafter have the
right to terminate Nicastro's employment under this Agreement upon giving at
least 30 days' written notice of its intention to do so. If Nicastro shall
resume his duties within 30 days following the receipt of such notice, and shall
perform such duties on a regular basis for two consecutive months thereafter,
this Agreement and Nicastro's employment hereunder shall continue in full force
and WMS' notice of intention to terminate shall have no further force or
validity. In the event that WMS shall give such notice of termination and
Nicastro shall not timely resume his duties hereunder, Nicastro's employment
under this Agreement shall terminate on the date set forth in the notice but all
other applicable terms of this Agreement, including, among other things, the
obligation of WMS to pay death and retirement benefits under Paragraph 6 above,
shall remain in full force and effect.

         8. Except as permitted in Paragraph 5 hereof, Nicastro covenants and
agrees as follows:

              a. During the term of this Agreement and for a further period of
one year thereafter he shall not, directly or indirectly own, manage, operate,
join, control, participate in, invest in, or otherwise be connected with, in any
manner, whether as an officer, director, employee, partner, investor or
otherwise, or allow his name to be used in any business or enterprise which
competes in any way with WMS in any city or trade territory in the United States
(including Puerto Rico) or Canada where WMS is directly or indirectly, through
distributors or others, engaged in the operation of its business.

              b. During the term of this Agreement and thereafter, he shall hold
in a fiduciary capacity for the benefit of WMS, all information, knowledge and
data relating to or concerned with its operations, sales, businesses and
affairs, and he shall not disclose or divulge any such information, knowledge or
data to any person, firm or corporation other than to WMS or its designees,
except as may otherwise be required in connection with the business and affairs
of WMS.

         Nicastro acknowledges that the provisions of this Paragraph 8 are
reasonable and necessary for the protection of WMS, and that each provision, and
the period or periods of time, geographic areas and types and scope of
restrictions on the activities specified herein are, and are intended to be,
divisible. In the event



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that any provision of this Paragraph 8, including any sentence, clause or part
hereof, shall be deemed contrary to law or invalid or unenforceable in any
respect by a court of competent jurisdiction, the remaining provisions shall not
be affected, but shall, subject to the discretion of such court, remain in full
force and effect and any invalid and unenforceable provisions shall be deemed,
without further action on the part of the parties hereto, modified, amended and
limited to the extent necessary to render the same valid and enforceable.

         9.   a. Except as provided in the next succeeding subparagraph, in the
event of a breach or threatened breach by either WMS or Nicastro of any
obligations under this Agreement, the parties hereto acknowledge that WMS or
Nicastro, as the case may be, will not have an adequate remedy at law, and shall
be entitled to such equitable and injunctive relief as may be available to
restrain violations of the provisions of this Agreement. Nothing in this
subparagraph shall be construed as prohibiting the parties hereto from pursuing
any other remedies available for such breach or threatened breach, including the
recovery of damages for such breach or threatened breach.

              b. Notwithstanding anything contained in the preceding
subparagraph to the contrary:

              i.  (A)      If WMS terminates Nicastro's employment in violation
                  of this Agreement and Nicastro gives the written notice to
                  WMS provided for in subparagraph 9.c hereof; or (B) if at
                  any time during the term of this Agreement, individuals who
                  presently constitute the Board of Directors of WMS, or who
                  have been recommended for election to the Board by
                  two-thirds of the Board consisting of individuals who are
                  either presently on the Board or such recommended successors
                  (such present directors or recommended directors being
                  hereafter referred to as "Acceptable Directors"), cease for
                  any reason to constitute at least a majority of such Board,
                  and Nicastro gives the written notice to WMS provided for in
                  subparagraph 9.d hereof, WMS shall pay to Nicastro within 15
                  days (or, if later, 5 business days after Nicastro's
                  delivery of the notice of termination described in
                  subparagraph 9.c below) after such termination pursuant to
                  clause (A) or (B) hereof, as the case may be, as severance
                  pay and liquidated damages, in lieu of any other rights or
                  remedies which might otherwise be available to him under
                  this Agreement, and without mitigation of any kind or
                  amount, whether or not Nicastro shall seek or accept other
                  employment, a lump sum payment equal in amount to the sum of

                  (1)      the aggregate base salary which would have been
                           payable to Nicastro pursuant to subparagraph 3.a of
                           this Agreement during the remaining term hereof (for
                           purposes of this subparagraph 9.b.i.1, the rate of
                           Nicastro's base salary shall be deemed to be
                           Nicastro's base salary at the highest annual rate in
                           effect during the one-year period immediately
                           preceding termination);

                  (2)      the greater of (x) $500,000, or (y) the aggregate
                           bonus which would have been payable to Nicastro
                           pursuant to subparagraph 3.b of this Agreement during
                           the remaining term hereof, assuming adjusted pre-tax
                           income of WMS during the remaining term hereof is
                           earned at the highest level achieved in either of the
                           last two full fiscal years prior to such termination;
                           and

                  (3)      the maximum aggregate retirement benefits which would
                           have been payable to Nicastro pursuant to
                           subparagraph 6.b of this Agreement (for purposes of
                           this subparagraph 9.b.i.3, Nicastro's base salary
                           shall be deemed to be Nicastro's base salary at the
                           highest annual rate in effect during the one-year
                           period immediately preceding termination;



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but in no event shall the payment pursuant to this subparagraph 9.b.i be less
than three times Nicastro's base salary at the highest annual rate in effect
during the one-year period immediately preceding termination. Each of the
payments provided for in this subparagraph 9.b.i shall be paid in full, without
discount to present value. In addition to such lump sum payment to Nicastro,
Nicastro shall have the right, exercisable within 30 days after such termination
pursuant to clauses (A) or (B) hereof, to sell to WMS any or all options held by
Nicastro to purchase WMS common stock and options to purchase the securities of
any other company at least 20% of the voting securities of which are owned by
WMS (a "Related Company") at a price per option equal to the amount by which (i)
the average closing price of the WMS common stock or the securities of such
Related Company, as the case may be, on the New York Stock Exchange (or other
applicable trading market if not listed on the New York Stock Exchange) during
the thirty-day period immediately preceding the date on which he notifies WMS of
his election to sell such options plus the fair market value per share of other
securities or assets which Nicastro would be entitled to receive upon exercise
of such options exceeds (ii) the option exercise price for each such share. All
options not yet fully exercisable shall be deemed fully exercisable for purposes
of the foregoing computation. Such payments shall be made by WMS at the time
provided in this subparagraph 9.b.i and shall not require any further
authorization or approval of the Board of Directors of WMS.

             ii.  If it shall be determined that any amount payable under
                  subparagraph 9.b by WMS to or for the benefit of Nicastro (a
                  "Base Payment") would be subject to the excise tax (the
                  "Excise Tax") imposed by Section 4999 of the Internal Revenue
                  Code of 1986, as amended (the "Code"), then Nicastro shall be
                  entitled to receive an additional payment (the "Gross-up
                  Payment") in an amount such that the net amount retained by
                  Nicastro, after the calculation and deduction of any Excise
                  Tax on the Base Payment and any federal, state, and local
                  income taxes and Excise Tax on the Gross-Up Payment, shall be
                  equal to the Base Payment. In determining this amount, the
                  amount of the Gross-Up Payment attributable to federal income
                  taxes shall be reduced by the maximum reduction in federal
                  income taxes that could be obtained by the deduction of the
                  portion of the Gross-Up Payment attributable to state and
                  local income taxes. Finally, the Gross-Up Payment shall be
                  reduced by income or Excise Tax withholding payments made by
                  WMS to any federal, state, or local taxing authority with
                  respect to the Gross-Up Payment that was not deducted from
                  compensation payable to Nicastro.

            iii.  All determinations required to be made under subparagraph
                  9.b.ii, including whether and when a Gross-Up Payment is
                  required, the amount of such Gross-Up Payment, and the
                  assumptions to be utilized in arriving at such determination,
                  except as specified above, shall be made by WMS' independent
                  auditors (the "Accounting Firm"), which shall provide detailed
                  supporting calculations both to WMS and Nicastro within 15
                  business days after the receipt of notice from Nicastro that
                  there should be a Gross-Up Payment. The determination of tax
                  liability made by the Accounting Firm shall be subject to
                  review by Nicastro's tax advisor, and, if Nicastro's tax
                  advisor does not agree with the determination reached by the
                  Accounting Firm, then the Accounting Firm and Nicastro's tax
                  advisor shall jointly designate a nationally recognized public
                  accounting firm, which shall make the determination. All fees
                  and expenses of the accountants and tax advisors retained by
                  either Nicastro or WMS shall be borne by WMS. Any Gross-Up
                  Payment shall be paid by WMS to Nicastro within five days
                  after the receipt of the determination. Any determination by a
                  jointly designated public accounting firm shall be binding
                  upon WMS and Nicastro.

              c.  WMS shall be deemed to have terminated Nicastro's employment
in violation of this Agreement for all purposes hereunder, if, among other
things, without his prior written consent:



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              i.   Nicastro is placed in any position of lesser stature than
                   that of President and Chief Executive Officer of WMS; is
                   assigned duties inconsistent with such positions or duties
                   which, if performed, would result in a significant change in
                   the nature or scope of powers, authority, functions or
                   duties inherent in such positions on the date hereof; is
                   assigned performance requirements or working conditions
                   which are at variance with the performance requirements and
                   working conditions in effect on the date hereof; or is
                   accorded treatment on a general basis which is in derogation
                   of his status as President and Chief Executive Officer;

              ii.  Nicastro ceases to serve as a member of the Board of
                   Directors of WMS;

              iii. WMS discontinues or reduces (from the highest level in effect
                   during the term of this Agreement) the amount of base salary
                   or bonus payable to Nicastro pursuant to subparagraphs 3.a or
                   3.b of this Agreement; or

              iv.  WMS discontinues or reduces (from the level in effect on the
                   date hereof) the perquisites or fringe benefits inherent in
                   Nicastro's position on the date hereof;

and Nicastro gives written notice of his election to deem such act to constitute
termination, in which event termination pursuant to this subparagraph 9.c shall
be deemed to have occurred upon the date of the giving of such notice.

              d. In the event of a change in the constitution of the Board of
Directors of WMS such that it does not include a majority of Acceptable
Directors as provided in Clause (B) of subparagraph 9.b.i hereof, and in the
further event that at any time thereafter, Nicastro gives written notice of his
election to terminate this Agreement, termination pursuant to this subparagraph
9.d shall be deemed to have occurred upon the date of the giving of such notice.

         10. This Agreement may not be assigned by Nicastro but shall inure to
the benefit of and shall be binding upon the successors and assigns of WMS.

         11. All notices shall be addressed to each party hereto at its address
set forth on the first page of this Agreement or as such address may be changed
from time to time by notice in accordance with this Paragraph 11 and shall be
delivered in person or sent by mail with first class postage prepaid or by
express mail service for next day delivery or other responsible overnight
delivery service, and, if sent by mail shall be deemed to have been given and
received two business days after the date of deposit in the mails and, if sent
by express mail service or overnight delivery service shall be deemed to have
been given and received on the next business day after the date of the delivery
of the notice to such service.

         12. Any waiver by either WMS or Nicastro of any breach of any
provisions of this Agreement by the other party shall not operate or be
construed as a waiver of any other or subsequent breach hereof.

         13. This Agreement shall be governed and construed in accordance with
the substantive laws of the State of Illinois applicable to agreements to be
performed entirely therein.

         14. The Old Agreement is hereby terminated and superseded and shall be
of no further force and effect. No amendment or modification of this Agreement
shall be valid and binding unless made in writing and signed by both of the
parties hereto.




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         15. In the event that any provision of this Agreement, including any
sentence, clause or part hereof, shall be deemed contrary to law or invalid or
unenforceable in any respect by a court of competent jurisdiction, the remaining
provisions shall not be affected, but shall, subject to the discretion of such
court, remain in full force and effect and any invalid and unenforceable
provision shall be deemed, without further action on the part of the parties
hereto, modified, amended and limited to the extent necessary to render the same
valid and enforceable.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                               WMS INDUSTRIES INC.

                                               By: /s/ Harold H. Bach, Jr.
                                                   Harold H. Bach, Jr.
                                                   Vice President - Finance


                                                   /s/ Louis J. Nicastro
                                                   LOUIS J. NICASTRO




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