TREND-LINES, INC.,
                              EMPLOYMENT AGREEMENT

     This  Agreement  is entered  into on  December  13,  1996,  by and  between
Trend-Lines,  Inc., a Massahusetts  corporation (the "Company"),  and Richard H.
Griner (the "Employee").

                              W I T N E S S E T H:

     WHEREAS,  the  Company is  desirous  of assuring to itself for the term set
forth herein the benefits to be obtained from the special  abilities and talents
of Employee relative to the operation of Company's  business and the Employee is
desirous of working for the Company upon the terms and  conditions  provided for
in this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants and agreements of
the  parties  hereto,  it is hereby  agreed by and  between  the Company and the
Employee as follows:

     1.  Employment and Duties.  The Company shall employ the Employee,  and the
Employee shall be employed by the Company, in the Position identified on Exhibit
A attached to this Agreement (which Exhibit is hereby  incorporated  herein) and
upon the terms and conditions  stated in this Agreement until this Agreeiment is
terminated.  In such  position,  Employee  shall  discharge such services as are
generally  associated with such position,  including,  without  limitation,  the
Duties  listed on Exhibit A, and such other  services  and duties as the Company
shall from time to time assign to  Employee.  Employee  shall  devote his or her
full time and best efforts to the  performance of his or her duties on behalf of
the Company to the exclusion of all other business  activities  during  ordinary
working hours.  The Employee shall at all times be subject to the supervision of
the Chairman and Board of Directors of the Company.

     2. Term. This Agreement shall be in effect until terminated by either party
in accordance with this Agreement.

     3. Salary. In consideration of the full, prompt and faithful performance of
the services to be rendered by Employee under this Agreement, the Company during
the term of this Agreement will pay to Employee the Salary identified on Exhibit
A, or such  greater  amount  as the  Company  may  authorize  from time to time,
payable weekly unless otherwise specified on Exhibit A.

     4.  Expenses.  Subject to the  authority  of the Board of  Directors of the
Company to fix and  determine  policies  relating to such  matters,  the Company
agrees to reimburse  Employee for all reasonable and necessary expenses incurred
by Employee in connection with the business of the Company.

     5.  Employee  Benefits.  In addition to his or her salary,  Employee  shall
receive such additional benefits, if any, by way of insurance,  participation in
pension,  profit sharing or thrift plans,  hospitalization  and similar employee
benefits,  as may from time to time be afforded or made available to Employee by
the Company, as it may determine in its discretion.

     6. Non-Competition.

     (a) During the term of this  Agreement  and for a one (1) year period after
termination,  whether  by  the  Company  or  the  Employee,  of  the  Employee's
employment with the Company, the Employee shall not, whether as owner,  partner,
shareholder, director, consultant, agent, employee, or otherwise, or through any
person,  directly or indirectly,  engage in any employment,  consulting or other
activity with any business organization whose activities or products are or will
be in the woodworking tools and supplies field or are otherwise competitive with
the activities or products then existing or under  development of the Company or
any  "Affiliate"  (which  shall  mean any  business  that is  controlled  by the
Company,  has  substantially  the same ownership as or is in common control with
the  Company,  or  operates  out of some or all of the  same  facilities  as the
Company, and shall include, without limitation,  Coburn Investments,  Inc. d/b/a
Golf  Day);  provided,  however,  that  the  foregoing  shall  not  apply to any
Affiliate with which the Employee has had no contact or exposure or only minimal
contact  or  exposure  during  the  term  of  his or  her  employment.  Employee
acknowledges  that  participation  in the conduct of said business alone or with
any person  other than the  Company  will  materially  impair the  business  and
prospects of the Company or an Affiliate. Without limiting the foregoing, during
the period  defined  above,  Employee will not (i) attempt to hire any director,
officer,  employee or agent of the company or an Affiliate,  (ii) assist in such
hiring by any other person,  (iii)  encourage any person to terminate his or her
employment or business  relationship  with the  Company.or  an  Affiliate,  (iv)
encourage  any  customer or supplier of the Company or an Affiliate to terminate
its  relationship  with the Company or an Affiliate,  or (v) obtain or assist in
obtaining for Employee's  own benefit  (other than  indirectly as an employee of
the Company) any customer of the Company or an Affiliate.

     (b) Nothing in subparagraph (a) hereof shall preclude  Employee from making
passive investments of not more than 2% of a class of securities of any business
enterprise registered under the Securities Exchange Act of 1934.

     7. Nondisclosure of Confidential Information.

     (a)  Acknowledgement of Relationship of Trust.  Employee  acknowledges that
his or her employment  creates a  relationship  of confidence and trust with the
Company with respect to information of a confidential or proprietary nature with
regard to the Company or an  Affiliate  which is made known to or learned by the
Employee  during  the  period  of  his  or her  employment,  hereinafter  called
"Confidential  Information".  Employee understands that the competitive position
of the Company and its  Affiliates  to depends on the ability of the Company and
its  Affiliates  to develop,  utilize and keep  control  over such  Confidential
Information,  and  Employee  agrees to develop  and  protect  such  Confidential
Information  as  provided  below or as  otherwise  reasonably  requested  by the
Company in writing.

     (b) Confidential Information.  Employee acknowledges that such Confidential
Information  includes,  but is not limited to, trade  secrets,  customer  lists,
methods of doing business,  business plans and  operations,  sales and marketing
strategies and techniques,  product costs and suppliers,  formulas,  engineering
and manufacturing data, plans, designs,  specifications and drawings,  know-how,
techniques,  research developments,  improvements,  and inventions,  whether the
foregoing relate to the business of the Company, an Affiliate,  or of any of its
or their clients,  customers,  consultants,  or  collaborators.  As used in this
Agreement,  the term  "Confidential  Information  Material"  means all  physical
embodiments containing or pertaining to Confidential Information,  including but
not  limited to  drawings,  specification  sheets,  recording  media for machine
information processing systems,  documentation of all types, contracts, reports,
limits of actual or  prospective  clients  or  customers,  manuals,  quotations,
proposals, correspondence and samples.

     (c)  Nondisclosure of Confidential  Information.  At all times, both during
Employee's  employment and after its termination,  whether by the Company or the
Employee,  Employee  shallow keep in confidence and trust all such  Confidential
Information and will not disclose,  communicate or use any of such  Confidential
Information,  or  anything  relating to it, to or for the benefit of Employee or
any other person,  firm or corporation without the prior express written consent
of the the  Company,  except to such extent as may be  necessary in the ordinary
course of performing  Employee's  assigned duties as an employee of the Company.
Employee shall use such  Confidential  Information  only in the course of his or
her work for the  Company  and for its  benefit  in  connection  with his or her
employment and will not  appropriate it for the benefit of Employee or any other
person or entity.

     (d) Return of Material Containing Confidential Information. In the event of
the termination of Employee's employment for any reason,  Employee shall deliver
to the Company all Confidential  Information  Material,  including all copies of
it, in Employee's possession or under his or her control, and upon the Company's
request, shall furnish a written statement certifying that all such Confidential
Information Material has been returned.

     8. Disclosure and Assignment of Inventions.

     (a)  Disclosure of  Inventions.  Employee  shall  promptly  disclose to the
Company,  or to any  person  designated  by  it,  all  discoveries,  inventions,
improvements,  processes,  formulas, data, know-how, and techniques,  whether or
not  patentable,  made or  conceived,  first  reduced to  practice or learned by
Employee,  either alone or jointly with others, during the period of einployment
which relate to or are useful in the business of the Company or an Affiliate, as
now  existing or as it shall then be  constituted,  or which are made and worked
out on the time and expense of the Company or which  result from tasks  assigned
to the Employee by the Company.

     (b)   Assignment  of   Inventions.   All  said   discoveries,   inventions,
improvements,  processes,  formulas,  data, know-how and techniques (hereinafter
collectively called  "Inventions") shall be the sole property of the Company and
its  assigns,  and the Company  and its  assigns  shall be the sole owner of all
patents and other rights in connection therewith.  Employee further agrees as to
all such  Inventions to assist the Company in every proper way, at the Company's
expense,  to obtain and from time to time enforce  patents on said Inventions in
any and all countries.  To that end Employee shall execute any and all documents
which the  Company  may desire for use in  applying  for the  obtaining  of such
patents  thereon,  renewing or  maintaining  such patents,  and enforcing  same,
including  but  not  limited  to,   application   papers  for  letters   patent,
assignments,  affidavits and oaths of fact within Employee's knowledge, together
with such assignments of Employee's  right,  title and interest in, to and under
such patents and Inventions to the Company,  or persons designated by it, as the
Company may request; and Employee shall do such other acts as may in the opinion
of the Company be desirable or necessary more effectively to convey or invest in
the Company the rights,  titles,  benefits and privileges  intended hereby to be
conveyed. Employee's obligation to assist the Company in obtaining and enforcing
patents for such  Intentions in any and all countries  shall continue beyond the
termination of his or her employment,  but the Company shall compensate Employee
at a reasonable rate after such  termination for time actually spent by Employee
at the Company's request on such assistance.

     (c) Prior Inventions.  As a matter of record,  Employee has attached hereto
as Exhibit B a list of all  inventions or  improvements  which have been made or
conceived or first reduced to practice by Employee  alone or jointly with others
prior to his or her  employment,  which  Employee  desires  to  remove  from the
operation of this Agreement;  and Employee covenants that such list is complete.
If no such list is attached to this  Agreement,  Employee  represents that he or
she has no  such  inventions  and  improvements  at the  time  of  signing  this
Agreement.

     (d) Patent  Applications  After  Termination.  If any  application  for any
United  States or foreign  patent  related to or useful in the  business  of the
Company,  any  Affiliate,  or any client of the Company shall be filed by or for
Employee  during the period of one (1) year after the termination of employment,
the subject  matter  covered  thereby  shall be presumed to have been  conceived
during Employee's employment with the Company.

     9. Termination.  The Employee's  employment hereunder shall terminate under
the following circumstances:

     (a) Death.  In the event the Employee dies,  this Agreement shall terminate
effective as of the end of the month during which his or her death occurs.

     (b) Termination by the Company for Cause.  This Agreement may be terminated
effective  immediately  by the Board of Directors of the Company at any time for
cause by  written  notice to the  Employee  which  shall set forth the  specific
nature of the reasons for  termination.  Only the following acts or omissions by
the Employee  shall  constitute  "cause" for such  termination:  (i)  deliberate
dishonesty significantly  detrimental to the best interest of the Company or any
subsidiary  thereof;  (ii) Conduct by the Employee  constituting an act of moral
turpitude;  (iii) willful disloyalty to the Company or refusal or failure of the
Employee to obey the directions of the Chairman or the Board of Directors;  (iv)
incompetent  performance or substantial or continuing  inattention to or neglect
of duties and responsibilities assigned to the Employee; and (v) material breach
by the Employee of any of the covenants of this Agreement.

     (c) Termination by the Company for Other Than Cause.  This Agreement may be
terminated  by the  Company  at any time for other  than  "cause"  as defined in
subparagraph (b) above,  provided that the Company shall continue to make salary
payments to  Employee,  at the rate then in effect  under this  Agreement on the
effective  termination  date, for the Severance Pay Period identified on Exhibit
A.

     (d)  Termination by the Employee.  This Agreement inay be terminated by the
Employee at any time by notice of the Employee to the Company, provided that the
notice gives the Company  advance  notice of at least the number of weeks of the
Employee  Advance  Notice Period  identified on Exhibit A prior to the effective
date of termination.

     10.  Remedies.  In the  event of any  breach  or  threatened  breach by the
Employee of the provisions of this  Agreement,  the Company shall be entitled to
an  injunction  restraining  such breach.  Nothing  herein shall be construed as
prohibiting  the Company  from  pursuing  any other  remedies  available  to the
Company for such breach or threatened breach,  including the recovery of damages
from the Employee.  Employee  acknowledges that his or her employment by Company
imposes  on him or her a duty to act  solely  for the  benefit of Company in all
matters  connected with or related to such  employment.  Employee agrees that in
the event that he or she  violates  his or her duty of loyalty  to  Company,  in
addition to any and all other  remedies  which the Company may have available to
it, Company will be entitled,  at its election, to recover from Employee (i) the
value of anything belonging to the Company which Employee uses in breach of such
duty,  and/or  (ii) any  benefit or the value of such  benefit,  which  Employee
receives as a result of violating such duty of loyalty, or its proceeds, and the
Company  shall also be entitled to recover  from  Employee the amount of damages
thereby caused. In the event of termination of Employee's  employment for breach
of any of the covenants under this Employment Agreement, Employee agrees that he
or she shall  thereby  forfeit all rights  granted to him or her under any stock
option, profit participation,  bonus or deferred compensation arrangement of the
Company then existing in which Employee participates, to the extent permitted by
law.

     11. Conflicting  Agreements.  The Employee represents and warrants that the
execution  ot this  Agreement  and the  performance  of  Employee's  duties  and
obligations  hereunder  does not and will not breach or be in conflict  with any
other  agreement to which  Employee is a party or is bound and that he or she is
not  now  subject  to  any  covenants  against  competition,   nondisclosure  or
confidential  information  agreements,  or similar covenants or agreements which
would affect the performance of Employee's duties hereunder.

     12.  Severability.  If any provision of this Agreement shall be declared to
any extent  invalid or  unenforceable,  the  remainder of this  Agreement or the
application of such provision in  circumstances  other than those as to which it
is held  invalid  or  unenforceable  shall  not be  affected  thereby,  and such
provision shall be enforced to the fullest extent  permitted by law, and if such
provision is determined to be totally  invalid,  it shall be deemed to have been
severed  from this  Agreement,  which shall  otherwise  remain in full force and
effect.  Without  limiting the  generality  of the  foregoing,  if any provision
contained in this Agreement  shall be held to be excessively  broad as to scope,
activity or subject so as to be  unenforceable  at law, such provision  shall be
construed  by limiting  and  reducing it so as to be  enforceable  to the extent
compatible with the applicable law as it shall then appear.

     13. Waivers. No term or condition of this Agreement shall be deemed to have
been waived,  nor shall there by any  estoppel  against the  enforcement  of any
provisions of this Agreement,  except by written instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate  only as to the specific  term or condition  for the future or as to any
act other than that specifically waived.

     14. Amendment. No term or provision or the duration of this Agreement shall
be altered,  varied or contradicted  except by a writing to that effect executed
by an authorized officer of the Company and by the Employee,

     15. Entire Aqreement. This Agreement,  including the Exhibits incorporation
herein,  constitutes  the entire  understanding  of the Employee and the Company
with respect to the Employee's  employment.  As of the  commencement of its term
this Agreement  supersedes any prior negotiations,  agreements,  or arrangements
relative to Employee's  employment with the Company.  No modifications or waiver
of any  provisions  of this  Agreement  shall be made unless made in writing and
signed by the  Employee  and such  other  person as the Board of  Directors  may
designate for such purpose.

     16.  Miscellaneous.  This Agreement  shall be governed by and construed and
enforced in accordance with the laws of the Commonwealth of Massachusetts.  This
Agreement  shall be binding  upon  Employee  and  Employee's  heirs,  executors,
assigns and  administrators  and shall inure to the benefit of the Company,  its
successors and assigns.

     17.  Headings.  The headings of sections or paragraphs  herein are included
solely  for  convenience  of  reference  and shall not  control  the  meaning or
interpretation of any of the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto or their duly authorized  representatives
have signed,  sealed and delivered  this  Agreement  effective as of the day and
year first above written.

EMPLOYEE:                                   TREND-LINES, INC.


                                            By:
------------------------------------           -------------------------------
Signature


------------------------------------           -------------------------------
Print Name                                     Print Name and Title

<PAGE>


                                    EXHIBIT A

EMPLOYMENT, SALARY, STOCK OPTIONS, BONUS

Employment: Begin September 20, 1996.

Salary: $250,000 annually paid bi-weekly.

Stock Options:  100,000  shares.  Vesting 25% each year beginning  September 23,
1998.

Bonus: 30% of salary based on a level of fiscal 1997 (YE 2/28/98)  earnings with
a formula to be determined.

BENEFITS

Vacation:  3 weeks.

Health & Life Insurance:  Our Executive Plan.

401K:  Our standard plan - we match 3% with a designated maximum.

MOVING EXPENSES PAID BY TREND-LINES

Furniture and Household Goods: 100% of reasonable expense.

Closing Costs on Present Home: 100% of costs excluding brokers fee with a cap to
be determined.

Real Estate Fee on Present Home: Actual cost with a cap of $25,000.

Expenses  Relating to Purchase of a Home in the Boston Area:  100% of reasonable
expenses, excluding closing points and any buyer brokerage fees.

(All of the above will be grossed up for taxes where applicable).

Temparary Living Quarters:  We will provide a two bedroom  apartment for up to 6
months.

Compensation: 6 months salary if dismissed by company except under conditions as
outlined in 9 (E).

Stock Options:  After one year and prior to two years,  25% of options will vest
if dismissed by Company according to contract terms other than under, conditions
outlined in 9(b).

FUTURE EMPLOYMENT

Continued  employment,  salary and bonus  adjustments and future grants of stock
options will be dependent on your  performance  and on our business  performance
and will be at the discretion of the Company and subject to your acceptance.


<PAGE>

                                    EXHIBIT B

List of Prior Invention, or Improvements:

None.