FIRST AMENDMENT
                                   TO THE
                  1997 KEY EMPLOYEES INCENTIVE STOCK PLAN
                                     OF
                  GENERAL HOUSEWARES CORP AND SUBSIDIARIES


WHEREAS, General Housewares Corp. (the "Company") maintains the 1997 Key
Employees Incentive Stock Plan of General Housewares Corp. and Subsidiaries
(the "Plan"); and

WHEREAS, Section 18 of the Plan provides that the Board of Directors of the
Company may amend the Plan from time to time, subject to the limitations
therein; and

WHEREAS, the Company desires to amend the Plan as provided herein.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. The third paragraph of Section 11 of the Plan is hereby amended to read
in its entirety as follows:

         "In the event of a Change of Control (a) all restrictions on
         restricted stock previously awarded to participants under the Plan
         shall be cancelled, the shares awarded thereupon to become fully
         vested, and (b) all stock options and related stock appreciation
         rights which are outstanding shall become immediately exercisable
         in full without regard to any limitations of time or amount
         otherwise contained in the Plan or in any agreement. In the
         alternative, the Board of Directors shall have the power to cancel
         all outstanding options or any outstanding related stock
         appreciation rights, upon or after the effectiveness of any Change
         in Control and, in connection with therewith, to determine the
         amount, if any, that each participant shall be entitled to receive
         in settlement of the outstanding options or any outstanding
         related stock appreciation rights held by him on the date of such
         cancellation; provided, however, that the value of the cash or
         property received with respect to each optioned share or with
         respect to each related stock appreciation right shall not exceed
         the per share value received or to be received by the holders of
         the outstanding Common Stock of the Company as the result of such
         merger or consolidation and shall not be less than the difference
         between the per share value of the outstanding Common Stock of the
         Company and the exercise price for each optioned share or related
         stock appreciation right."

This First Amendment shall be effective as of August 2, 1999, the date of
its adoption by the Committee.

                                            GENERAL HOUSEWARES CORP.



                                            By /s/ Raymond J. Kulla
                                               _____________________________
                                            Name:  Raymond J. Kulla
                                            Title: Vice President, General
                                                   Counsel and Secretary