SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 29th day of June, 2000.
BLOCK DRUG COMPANY, INC.

(Registrant)

PETER ANDERSON
BY Peter Anderson
Senior Vice President, Chief Financial Officer

Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 29th day of June, 2000.

        Peter Anderson
Senior Vice President, Chief Financial Officer

Directors:
     LEONARD BLOCK                                      JAMES A. BLOCK
     Leonard Block                                      James A. Block

     THOMAS R. BLOCK                                    PETER M. BLOCK
     Thomas R. Block                                    Peter M. Block

     MICHAEL P. DANZIGER                                PEGGY DANZIGER
     Michael P. Danziger                                Peggy Danziger

     DOMINICK P. DEPAOLA                                WILLIAM T. GOLDEN
     Dominick P. DePaola, D.D.S., Ph.D.                 William T. Golden

     MELVIN KOPP                                        PETER C. MANN
     Melvin Kopp                                        Peter C. Mann

     JOHN E. PETERS                                     PETER J. REPETTI
     John E. Peters                                     Peter J. Repetti

     MARY C. TANNER
     Mary C. Tanner

Exhibit 3(c)

RESOLUTION

I, John E. Peters, Hereby Certify that I am the duly elected and acting Senior Vice President General Counsel and Secretary of Block Drug Company, Inc. a New Jersey corporation, and that the following is a true and correct copy of a Resolution adopted by the Board of Directors of said corporation on June 8, 1999:

RESOLVED, that the officers of this Corporation be, and they hereby are, authorized and directed to take all things and execute all writings required or advisable to amend the Certificate of Incorporation of this Corporation to authorize additional shares of Class A (non-voting) Common Stock and Class B (voting) Common Stock so that the total amount of authorized shares shall be increased from Fifteen Million (15,000,000) to Twenty Million (20,000,000) Class A (non-voting) Common Shares, and from Thirty Million (30,000,000) to Forty Million (40,000,000) Class B voting)Common Shares.

RESOLVED, that all amendments to the Certificate of Incorporation be consolidated and the Amended and Restated Certificate of Incorporation be revised, updated, and filed with the New Jersey Secretary of State, in the form attached hereto.

RESOLVED, that the updated and amended Bylaws of Block Drug Company, Inc., are hereby authorized, approved and adopted, in the form attached hereto.

In witness whereof, I have hereunto set my hand and the seal of the Corporation this 23rd day of June, 2000.

By /s/ John E. Peters_______________
       Senior Vice President
       General Counsel and Secretary

Exhibit 3(d)

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BLOCK DRUG COMPANY, INC.

Pursuant to the provisions of Section 14A:9-5 of the New Jersey Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Certificate of Incorporation:

FIRST: The name of the corporation is: Block Drug Company, Inc.

SECOND: The purposes for which this corporation is organized are to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act. THIRD: The total authorized capital stock of the corporation shall consist of Sixty Million (60,000,000) shares, divided into the following classes:

(i) Twenty Million (20,000,000) shares of Class A Common Stock with a par value of Ten Cents ($.10) per share; and

(ii) Forty Million (40,000,000) shares of Class B Common Stock, with a par value of Ten Cents ($.10) per share.

The relative rights, preferences and limitations of the two classes of capital stock which the corporation is authorized to issue, are as follows:

A. Voting - Except as otherwise expressly provided by the laws of the State of New Jersey, the holders of the Class A Common Stock shall possess no voting power and shall not have the right to participate in any meeting of the shareholders or to receive notice thereof, and the holders of the Class B Common Stock shall exclusively possess the voting power of the shareholders of the corporation.

B. Dividends - Dividends may be declared and paid upon or set aside for the Class B Common Stock, as and when declared by the Board of Directors, out of any assets available for the payment of dividends pursuant to the laws of the State of New Jersey; provided, however, that no dividends may be declared and paid upon or set aside for the Class B Common Stock unless a dividend is, at the same time, declared and paid upon or set aside for the Class A Common Stock in an amount per share at least equal to the per share dividend upon the Class B Common Stock. Dividends may be declared and paid upon or set aside for the Class A Common Stock, as and when declared by the Board of Directors, out of any assets available for the payment of dividends pursuant to the laws of the State of New Jersey, although no dividend is, at that time, declared and paid upon or set aside for the Class B Common Stock.

C. Issuance of Shares - Class A Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors, without shareholder approval. Class B Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors; provided, however, that no action of the Board of Directors authorizing the issuance of shares of Class B Common Stock shall be effective and binding upon the corporation unless approved by the holders of two-thirds (2/3) of the outstanding shares entitled to vote. The corporation shall not subdivide or combine, or issue securities as a dividend or distribution on, the outstanding shares of either class of Common Stock of the corporation unless a substantially equivalent subdivision, combination, dividend or distribution of securities is made with respect to the outstanding shares of the other class of Common Stock, so that the relative rights and interests of the holders of each of such classes are not adversely affected.

D. Conversion - Class A Common Stock shall be convertible into Class B Common Stock, at the conversion ratio hereinafter provided, at the option of the corporation, which option shall be exercised by the Board of Directors; provided, however, that no action of the Board of Directors authorizing the conversion of the Class A Common Stock shall be effective and binding upon the corporation unless approved by the holders of two-thirds (2/3) of the outstanding shares entitled to vote; and provided also, that any such conversion shall be of all, and not less than all, of the shares of Class A Common Stock at the time issued and outstanding.

The conversion ratio shall be one (1) share of Class B Common Stock for each share of Class A Common Stock issued and outstanding; provided, however, that in the event of a stock dividend, stock split, or other capital reorganization or reclassification of the Class A Common Stock or Class B Common Stock, or in the event of a merger or consolidation of the corporation (by sale of all or substantially all of its assets or otherwise) with and into another company, each share of Class A Common Stock shall be convertible into that number of shares of Class B Common Stock, or other securities or property resulting from such reorganization, reclassification, merger or consolidation, as the case may be, which would be issuable had the Class A Common Stock been converted to Class B Common Stock immediately prior to such reorganization, reclassification, merger or consolidation.

In the event of the conversion of the Class A Common Stock into Class B Common Stock, as herein provided, notice of the conversion shall be given by the corporation to every holder of record of the Class A Common Stock by mailing the notice to such holders at their respective addresses, as the same shall appear on the stock transfer books of the corporation, not less than thirty (30) days nor more than sixty (60) days prior to the date designated in such notice as the conversion date. Such notice shall state that the Class A Common Stock shall be converted into Class B Common Stock at the aforementioned conversion ratio, and on the date specified in said notice, upon the surrender, at the place designated in said notice, of certificates representing the shares of Class A Common Stock to be

converted, properly endorsed in blank for transfer or accompanied by proper instrument of assignment or transfer in blank and bearing all necessary transfer tax stamps thereto affixed and canceled. On and after the date specified in said notice, each holder of the Class A Common Stock shall be entitled, upon presentation and surrender, at the place designated in such notice, of the certificates representing shares of Class A Common Stock held by such holder, properly endorsed in blank for transfer or accompanied by proper instrument of assignment or transfer in blank, and bearing thereto affixed and canceled all transfer tax stamps required under applicable laws or regulations, to receive from the corporation, as soon thereafter as practicable, a certificate or certificates issued to said holder, or in accordance with such holder's written order, representing the number of shares of Class B Common Stock issuable upon the conversion of such Class A Common Stock. All shares of Class A Common Stock shall be deemed to have been converted on the conversion date specified in said notice, whether or not said shares have been presented and surrendered for conversion; and the holders of shares of Class A Common Stock shall, from and after the conversion date, be deemed holders of the number of shares of Class B Common Stock issuable upon said conversion, notwithstanding any delay in the delivery of the certificate or certificates for shares of Class B Common Stock.

E. Liquidation or Dissolution - In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Class A Common Stock and the Class B Common Stock shall be entitled, after the debts of the corporation shall have been paid, to receive the remaining assets and funds of the corporation, share and share alike, ratably according to the number of shares held. The consolidation or merger of this corporation with any other corporation or corporations shall not be deemed a liquidation, dissolution or winding up of the corporation within the meaning of this paragraph.

FOURTH: Subject to the limitations contained in the Bylaws of the corporation, the Directors shall have the power, without the consent of the shareholders, to make, revoke and alter the Bylaws of the corporation. FIFTH: One or more or all the Directors may be removed, with or without cause, by the affirmative vote of the majority of the votes cast by holders of shares entitled to vote for the election of Directors. The Board of Directors shall have the power to remove Directors for cause and to suspend Directors pending a final determination that cause exists for removal. SIXTH: The address of this corporation's current registered agent is 257 Cornelison Avenue, Jersey City, New Jersey 07302, and the name of the corporation's current registered agent at such address is John E. Peters.

SEVENTH: The names and addresses of the thirteen (13) persons currently serving as said Directors are set forth below:

Name                                               Address

Leonard N. Block...................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

James A. Block.....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Thomas R. Block....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Peter M. Block.....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Michael P. Danziger................................The Steppingstone Foundation
                                                   126 High Street
                                                   Boston,  Massachusetts  02110

Peggy B. Danziger..................................155 East 69th Street
                                                   New York, New York 10021

Dominick P. DePaola, D.D.S., Ph.D................. The Forsyth Institute
                                                   140 The Fenway
                                                   Boston, Massachusetts 02115

William T. Golden..................................40 Wall Street
                                                   42nd Floor, Room 4201
                                                   New York, New York 10005

Melvin Kopp........................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

Peter C. Mann......................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302

John E. Peters ....................................257 Cornelison Avenue
                                                   Jersey City, New Jersey 07302



Peter J. Repetti, Esq..............................80 Falmouth Street
                                                   Short Hills, New Jersey 07078

Mary C. Tanner.....................................109 East 91st Street
                                                   New York, New York 10285

EIGHTH: The corporation shall indemnify any Director, Officer, employee or agent of the corporation to the fullest extent permitted under the New Jersey Business Corporation Act, as the same shall be amended from time to time. The indemnification provided by this Paragraph Eighth shall not be deemed exclusive of any other rights to which such persons may be entitled as a matter of law or which may be lawfully granted under the Bylaws, an agreement or otherwise.

NINTH: To the fullest extent permitted by the New Jersey Business Corporation Act, Directors and Officers of the corporation shall not be personally liable to the corporation or its shareholders for damages for breach of any duty owed to the corporation or its shareholders, except that the provisions of this Paragraph Ninth shall not relieve a Director or Officer from liability for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of any improper personal benefit. If the New Jersey Business Corporation Act is amended after the date hereof to authorize corporate action further eliminating or limiting the personal liability of Directors or Officers, the liability of a Director or Officer of the corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act, as amended.

TENTH: Whenever any vote of the holders of the outstanding shares entitled to vote is required by law to amend, alter, repeal or rescind any provision of this Amended and Restated Certificate of Incorporation, then, in addition to any affirmative vote required by applicable law, such alteration, amendment, repeal or rescission of any such provision must be approved by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote; provided, however, that if any such alteration, amendment, repeal or rescission relates to Section C or Section D of Article THIRD and this Article TENTH hereof, such alteration, amendment, repeal or rescission must also be approved by the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares entitled to vote.

This Amended and Restated Certificate of Incorporation was executed on behalf of the corporation this 8th day of June, 1999.

John E. Peters Senior Vice President General Counsel and Secretary

CERTIFICATE

(Pursuant to NJSA 14A:9-5 (5))

A. The name of the corporation is Block Drug Company, Inc.

B. The Amended and Restated Certificate of Incorporation to which this certificate is attached was approved by the Board of Directors and adopted by the shareholders entitled to vote thereon on June 8, 1999.

C. On the date of adoption of the Amended and Restated Certificate of Incorporation, the following shares of authorized capital stock were outstanding, entitled to vote thereon, by class or otherwise, and did vote in favor of the adoption of the Amended and Restated Certificate of Incorporation:

                                                                 Voted
  Class                                    Entitled       For            Against
Designation               Outstanding       to Vote     Adoption        Adoption

Class B Common Stock
($.10 par value) . . . .   8,418,808       8,418,808   8,418,808           -0-

This Certificate was executed on behalf of Block Drug Company, Inc. this 8th day of June, 1999.

Block Drug Company, Inc.

By: John E. Peters
Senior Vice President
General Counsel and Secretary

Exhibit 3(e)

Bylaws

of

Block Drug Company, Inc.

Amended as of June 8, 1999

Bylaws of Block Drug Company, Inc.

                                TABLE OF CONTENTS

                                    ARTICLE I
                                     OFFICES
                                                                           PAGE

SECTION 1.1.               Registered Office.................................1
SECTION 1.2.               Other Offices.....................................1



                                   ARTICLE II

SECTION 2.1.               Annual Meeting....................................1
SECTION 2.2.               Special Meetings..................................1
SECTION 2.3.               Place and Time of Meeting.........................1
SECTION 2.4.               Notice of Meeting.................................1
SECTION 2.5.               Fixing of Record Date.............................2
SECTION 2.6.               Quorum............................................2
SECTION 2.7.               Proxies...........................................2
SECTION 2.8.               Voting of Shares..................................2
SECTION 2.9.               Waiver of Notice..................................2
SECTION 2.10.              Votes Required....................................2
SECTION 2.11.              Election of Directors.............................3
SECTION 2.12.              Procedure at Meetings.............................3

Bylaws of Block Drug Company, Inc.

SECTION 3.l.               General Powers....................................3
SECTION 3.2.               Number, Tenure and Qualifications.................3
SECTION 3.3.               Annual Meetings, Regular Meetings.................3
SECTION 3.4.               Special Meetings..................................3
SECTION 3.5.               Quorum............................................3
SECTION 3.6.               Manner of Acting..................................4
SECTION 3.7.               Action Without Meeting............................4
SECTION 3.8.               Vacancies.........................................4
SECTION 3.9.               Compensation......................................4
SECTION 3.10.              Executive Committee; Other Committees.............4
SECTION 3.11.              Waiver of Notice..................................5

SECTION 4.1.               Number............................................5
SECTION 4.2.               Election, Term and Removal........................5
SECTION 4.3.               Powers and Duties.................................6
SECTION 4.4.               Salaries..........................................6
SECTION 4.5.               Loans.............................................6
SECTION 4.6.               Acquisitions......................................6
SECTION 4.7.               Office of the Chief Executive.....................6

Bylaws of Block Drug Company, Inc.

SECTION 5.1.               Certificates for Shares...........................7
SECTION 5.2.               Transfer of Shares................................7
SECTION 5.3.               Lost, Stolen or Destroyed Certificates............7

SECTION 6.1.               Right to Indemnification..........................7
SECTION 6.2.               Right of Claimant to Bring Suit...................8
SECTION 6.3.               Non-Exclusivity of Rights.........................8
SECTION 6.4.               Insurance.........................................8

SECTION 7.1.               Fiscal Year.......................................9
SECTION 7.2.               Corporate Seal....................................9
SECTION 7.3.               Amendments........................................9
SECTION 7.4.               Notices...........................................9

Bylaws

of

Block Drug Company, Inc.

ARTICLE I

OFFICES

SECTION 1.1. Registered Office. The registered office of the corporation shall be located at 257 Cornelison Avenue, Jersey City, Hudson County, New Jersey, or such other address within the State of New Jersey as the Board of Directors may by resolution provide.

SECTION 1.2. Other Offices. The corporation may have other offices within or without the State of New Jersey at any time.

ARTICLE II

SHAREHOLDERS

SECTION 2.1. Annual Meeting. The annual meeting of shareholders for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Monday in May of each year, or on such other date as may be fixed by the Board of Directors.

SECTION 2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairman of the Board, the President, or by the Board of Directors, and shall be called by the President at the written request of the holders of not less than ten percent (10%) of all the outstanding shares entitled to vote at the meeting.

SECTION 2.3. Place and Time of Meeting. The Board of Directors may designate the time and place, either within or without the State of New Jersey, as the time and place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting is called other than by the Board of Directors, the place of the meeting shall be the registered office of the corporation in the State of New Jersey.

SECTION 2.4. Notice of Meeting. Written or printed notice stating the place, day and hour of any meeting of the shareholders, and the purpose or purposes for which the meeting is called, shall be given, personally or by mail, to each shareholder of record entitled to vote at the meeting not

less than ten (10) nor more than thirty (30) days before the meeting, except as otherwise permitted or required by law or the Certificate of Incorporation.

SECTION 2.5. Fixing of Record Date. For the purpose of determining the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, the Board of Directors may fix a date not more than sixty (60) days nor less than ten (10) days before the date of such meeting as the record date for any such determination of shareholders. When a determination of shareholders of record for a shareholders' meeting has been made as provided herein, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this Bylaw for the adjourned meeting. For the purpose of determining the shareholders entitled to receive payment of any dividend or allotment of any right, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix a date, which shall not be more than sixty (60) days before any such payment, allotment or other action, as the record date for any such determination of shareholders.

SECTION 2.6. Quorum. The holders of not less than a majority of the outstanding shares entitled to vote at any shareholders' meeting, represented in person or by proxy, shall constitute a quorum for the transaction of business at such meeting, except as otherwise provided by the New Jersey Business Corporation Act or the Certificate of Incorporation. If less than a quorum are represented at the meeting, the holders of a majority of the outstanding shares entitled to vote so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 2.7. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for them by proxy in accordance with the New Jersey Business Corporation Act and any other applicable law. Every proxy should be executed in writing by the shareholder or such shareholder's agent and shall be filed with the secretary of the meeting before or at the time of the meeting; except that a proxy may be given by a shareholder or such shareholder's agent personally or by mail, telegram or by any means of electronic communication which results in a writing.

SECTION 2.8. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, unless otherwise provided in the Certificate of Incorporation.

SECTION 2.9. Waiver of Notice. Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such shareholder.

SECTION 2.10. Votes Required. Whenever any action, other than the election of Directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater vote is required by the Certificate of Incorporation, the New Jersey Business Corporation Act or these Bylaws.

SECTION 2.11. Election of Directors. Directors shall be elected by a plurality of the votes cast. At each election of Directors every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by such shareholder for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote.

SECTION 2.12. Procedure at Meetings. The Senior Chairman of the Board of the corporation shall preside as the chairman of the shareholders' meetings or shall designate a substitute to preside as chairman and shall designate someone to serve as secretary of the meeting. The chairman of each shareholders' meeting at which Directors are to be elected shall appoint two inspectors of election. The inspectors shall take and subscribe an oath or affirmation faithfully to execute the duties of inspectors at such meeting, with strict impartiality and according to the best of their ability, and shall take charge of the polls and shall make, after the ballot, a certificate of the result of the vote taken.

ARTICLE III

DIRECTORS

SECTION 3.1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors, except insofar as such management is delegated by resolution of the Board of Directors to an Executive Committee or one or more other committees as provided in these Bylaws.

SECTION 3.2. Number, Tenure and Qualifications. The Board of Directors of the corporation shall consist of not less than six nor more than fifteen (15) persons, as shall be determined from time to time by the shareholders. At each annual meeting of shareholders, Directors shall be elected to hold office until their successors shall have been elected and qualified.

SECTION 3.3. Annual Meetings, Regular Meetings. A meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders. Additional regular meetings may be held at such times and places as the Board of Directors may provide and no notice of such meetings shall be required.

SECTION 3.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any member of the Office of the Chief Executive, and shall be called by the Secretary of the corporation upon the written request of the majority of the Directors, and shall be held at such time and place as shall be specified in the call of the meeting. Notice of each special meeting shall be given to each member of the Board, personally or by mail, telegram, or by any means of electronic communication which results in a writing, at least three (3) days before the meeting.

SECTION 3.5. Quorum. A majority of the number of Directors who are or would be in office if there were no vacancies shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice if the adjournment does not exceed ten (10) days for any one (1) adjournment. If an adjournment is for more than ten (10) days, notice of the adjourned meeting will be given to each member of the Board personally or by mail,

telegram, or by any means of electronic communication which results in a writing, at least three (3) days before the meeting.

SECTION 3.6. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by the Certificate of Incorporation. Any and all Directors may participate in a meeting of the Board or a committee of the Board by means of conference, telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided by law.

SECTION 3.7. Action Without Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors may be taken without a meeting if, prior to or subsequent to such action, all members of the Board of Directors consent thereto in writing and such written consents are filed with the minutes of the proceedings of the Board of Directors. Such consent, which may be executed in counterparts, shall have the same effect as a unanimous vote of the Board of Directors for all purposes.

SECTION 3.8. Vacancies. Any vacancy occurring in the Board of Directors, however caused, including a vacancy to be filled by reason of an increase in the number of Directors, shall be filled by a vote of the holders of two-thirds (2/3) of the outstanding shares entitled to vote for the election of Directors. Any Director elected pursuant to this Section 3.8 shall hold office until the next succeeding annual meeting of shareholders and until such Director's successor shall have been elected and qualified.

SECTION 3.9. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed salary for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.10. Executive Committee; Other Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may appoint from among its members an executive committee and one or more other committees, each of which shall consist of at least three (3) members, and shall act only upon consent of a majority of all members. Any such committee may make its own rules of procedure and shall meet where and as provided by such rules, or by a resolution of the Directors. Each such committee shall have and may exercise all of the authority of the Board of Directors to the fullest extent provided in such resolution and permissible under the laws of the State of New Jersey. Actions taken at a meeting of any such committee shall be reported to the Board of Directors at its next meeting following such committee meeting. The Board of Directors, by resolution adopted by a majority of the entire Board, may fill any vacancy in any such committee, however caused, appoint one or more Directors to serve as alternate members of any such committee to act in the absence or disability of any member of such committee with all of the powers of such absent or disabled members, abolish any such committee at pleasure, and remove any Director from membership on such committee at any time, with or without cause. Notwithstanding anything to the contrary contained in the preceding sentence, with respect to the executive committee established by the

Board of Directors, the Board of Directors may not, without the consent of the holders of two-thirds (2/3) of the outstanding shares entitled to vote on the election of Directors, fill any vacancy in such committee, appoint one or more Directors to serve as alternate members of such committee to act in the absence or disability of any member of such committee with all of the powers of such absent or disabled members or remove any Director from membership on such committee without cause.

SECTION 3.11. Waiver of Notice. Notice of any meeting of the Board or any committee need not be given to any Director who signs a waiver of notice, whether before or after the meeting. The attendance of any Director at a Board or committee meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by any such Director. Neither the business to be transacted at, nor the purpose of, any meeting of the Board or any committee need be specified in the notice or waiver of notice of such meeting.

ARTICLE IV

OFFICERS

SECTION 4.1. Number. The Officers of the corporation shall consist of the Office of the Chief Executive, a Senior Chairman of the Board, a Chairman of the Board, a President, one or more Division Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary and a Treasurer, each of whom, other than the Senior Chairman of the Board, the Chairman of the Board, the President and the President - International Division, if any, shall be elected by the Board of Directors. The Senior Chairman of the Board, the Chairman of the Board, the President and the President - International Division, if any, shall be elected by the holders of two-thirds (2/3) of the outstanding shares entitled to vote for the election of Directors. The Board of Directors may elect such other Officers, assistant officers or agents as it shall deem necessary or desirable, which Officers, assistant officers or agents shall have such authority and shall perform such duties as the Board of Directors may from time to time prescribe.
Any two or more offices may be held by the same person.

SECTION 4.2. Election, Term and Removal. Unless otherwise provided by resolution of the Board of Directors, at the time of their election, the term of office of all Officers shall be until the first meeting of the Board of Directors following the next annual meeting of shareholders and until their respective successors are elected and qualify, but any Officer, elected by the Board, may be removed from office, either with or without cause, at any time, by the affirmative vote of a majority of the members of the Board of Directors then in office. Any vacancy occurring among the Officers of the corporation elected by the Board shall be filled by the Board of Directors. Any Officer required to be elected by the shareholders shall only be removed from office, either with or without cause, at any time, by the affirmative vote of the holders of two-thirds (2/3) of the outstanding shares entitled to vote on the election of Directors, but his or her authority to act as an Officer may be suspended by the Board of Directors for cause. Any vacancy occurring among the Officers of the corporation required to be elected by the shareholders shall be filled by the shareholders.

SECTION 4.3. Powers and Duties. The Chairman of the Board shall, when

present, preside at all meetings of the shareholders and of the Board of Directors. In the absence of the Chairman of the Board, or in the event of his death, inability or refusal to act, the President and the President-International Division, if any, shall jointly perform the duties of the Chairman of the Board, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board. Except as aforesaid, the Officers of the corporation shall have such powers and duties as they generally pertain to their respective offices as well as and subject to powers and duties as may be prescribed by the Board or these Bylaws.

SECTION 4.4. Salaries. The salaries of the Officers shall be fixed from time to time by the Board of Directors and no Officer shall be prevented from receiving such salary by reason of the fact that they are also a Director of the corporation.

SECTION 4.5. Loans. The corporation may lend money to or guarantee any obligation of, or otherwise assist, any Officer or other employee of the corporation or of any subsidiary, whenever, in the judgment of the Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation; provided, however, if such Officer or employee is also a Director of the corporation, such loan must be authorized and approved by the executive committee and subsequently ratified and confirmed by a majority of the Board of Directors. The vote of a Director who would receive the loan, guarantee or assistance from the corporation shall not be included in the majority necessary for ratification.

SECTION 4.6. Acquisitions. The acquisition of property, rights, or privileges by the corporation for which the total consideration, in whatever form, exceeds an amount equal to 10% of the corporation's total shareholders' equity, shall require the authorization of the Board of Directors. Total shareholders' equity shall be determined from the corporation's consolidated balance sheet from the corporation's most recent certified financial statement.

SECTION 4.7. Office of the Chief Executive. The Office of the Chief Executive shall consist of not less than three (3) nor more than five (5) members, as shall be determined from time to time by the Board of Directors; provided, however, that the members of the Office of the Chief Executive shall only consist of the Senior Chairman of the Board, the Chairman of the Board, the President, the President-International Division, if any, and the President Americas Division, if any. Each member of the Office shall report directly to the Board of Directors. The decision of a majority of the members of the Office of the Chief Executive shall constitute the decision of the Office. When the Senior Chairman of the Board is no longer serving on the Board of Directors, the position of Senior Chairman of the Board shall be eliminated.

Any member of the Office who dissents from a decision approved or made by the majority of its members shall have the right, by acting forthwith, to call a special meeting of the entire Board of Directors for the purpose of reviewing said decision, in which event any such decision by the Office of the Chief Executive shall not become effective until reviewed and approved by the Board.

ARTICLE V

CERTIFICATES FOR SHARES AND THEIR TRANSFERS

SECTION 5.1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors, in conformity with the laws of the State of New Jersey.

SECTION 5.2. Transfer of Shares. Shares of the corporation shall be transferable in accordance with the provisions of Chapter 8 of the Uniform Commercial Code as adopted in New Jersey (N.J.S.A. ss.12A:8-101 et seq.) as amended from time to time, and as provided in the New Jersey Business Corporation Act.

SECTION 5.3. Lost, Stolen or Destroyed Certificates. The Board of Directors may authorize the issuance of a new certificate in place of any certificate theretofore issued by the corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of such loss, theft or destruction by the owner thereof or their legal representative, and the Board of Directors may, in its discretion, require such owner or legal representative to give the corporation a bond indemnifying the corporation and the transfer agents and registrars against all loss, cost and damage which may arise from the issuance of a new certificate in place of the original certificate.

ARTICLE VI

INDEMNIFICATION AND INSURANCE

SECTION 6.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, or any appeal therein or any inquiry or investigation which could lead to such action, suit or proceeding (a "proceeding"), by reason of his or her being or having been a Director, Officer, employee, or agent of the corporation or of any constituent corporation absorbed by the corporation in a consolidation or merger, or by reason of his or her being or having been a Director, Officer, trustee, employee or agent of any other corporation (domestic or foreign) or of any partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (whether or not for profit), serving as such at the request of the corporation or of any such constituent corporation, or the legal representative of any such Director, Officer, trustee, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the New Jersey Business Corporation Act, as the same exists or may hereafter be amended, from and against any and all reasonable costs, disbursements and attorneys' fees, and any and all amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties, incurred or suffered in connection with any such proceeding, and such indemnification shall continue as to a person who has ceased to be a Director, Officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors, administrators and assigns. The right

to indemnification conferred in this Section 6.l. shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in connection with any proceeding in advance of the final disposition of such proceeding as authorized by the Board of Directors; provided, however, that, if the New Jersey Business Corporation Act so requires, the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon receipt by the corporation of an undertaking, by or on behalf of such Director, Officer, employee, or agent to repay all amounts so advanced unless it shall ultimately be determined that such person is entitled to be indemnified under this Section 6.1. or otherwise.

SECTION 6.2. Right of Claimant to Bring Suit. If a claim under Section
6.1. of these Bylaws is not paid in full by the corporation within thirty (30) days after a written request has been received by the corporation, the claimant may at any time thereafter apply to a court for an award of indemnification by the corporation for the unpaid amount of the claim and, if successful on the merits or otherwise in connection with any proceeding, or in the defense of any claim, issue or matter therein, the claimant shall be entitled also to be paid by the corporation any and all expenses incurred or suffered in connection with such proceeding. It shall be a defense to any such action (other than an action brought to enforce a claim for the advancement of expenses incurred in connection with any proceeding where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standard of conduct which makes it permissible under the New Jersey Business Corporation Act for the corporation to indemnify the claimant for the amount claimed, and the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such proceeding that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New Jersey Business Corporation Act, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, nor the termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 6.3. Non-Exclusivity of Rights. The right to indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not exclude or be exclusive of any other rights to which any person may be entitled under a Certificate of Incorporation, Bylaw, agreement, vote of shareholders or otherwise, provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that such person has not met the applicable standard of conduct required to be met under the New Jersey Business Corporation Act.

SECTION 6.4. Insurance. The corporation may purchase and maintain insurance on behalf of any Director, Officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of such person's being or having been such a Director, Officer, employee or agent, whether or not the corporation would have the power to indemnify such person against such expenses and liabilities under the provisions of this Article VI or otherwise.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1. Fiscal Year. The fiscal year of the corporation shall be the year beginning April 1st and ending March 31st, unless the Board of Directors shall otherwise direct.

SECTION 7.2. Corporate Seal. The corporation shall have a corporate seal which shall be in such form as the Board of Directors may determine. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile of the seal may be impressed or affixed or reproduced.

SECTION 7.3. Amendments. The provisions of Sections 2.6., 3.2., 3.8.,
3.10. (last sentence only), 4.1., 4.2. and 7.3. of these Bylaws may be altered or repealed only by the holders of two-thirds (2/3) of the outstanding shares entitled to vote on the subject matter. Subject to the foregoing sentence, the Board of Directors shall have the power to alter or repeal the Bylaws of the corporation or adopt new Bylaws.

SECTION 7.4. Notices. In computing the period of time for the giving of any notice required or permitted for any purpose, the day on which the notice is given shall be excluded and the day on which the matter noticed is to occur shall be included. If notice is given by mail or telegram, the notice shall be deemed to be given when deposited in the mail or telegram office, addressed to the person to whom it is directed at their last address as it appears on the records of the corporation, with postage or charges prepaid thereon, provided, however, such notice must be given by telegram, personal service or by personally advising the person orally when, as may be authorized by these Bylaws, less than three (3) days' notice is given. Notice to a shareholder shall be addressed to the address of such shareholder as it appears on the stock transfer records of the corporation.

Exhibit 10(g)
[date]

[name]
c/o Block Drug Company, Inc.
257 Cornelison Avenue
Jersey City, NJ 07302

RE: Option Award Letter

Dear [name]:

On May 27, 1998, the Executive Committee of the Board of Directors of Block Drug Company, Inc. (the "Company") and the voting shareholders of the Company authorized and approved the Stock Option Plan of the Company (the "Plan"). The Plan provides for the grant of options to certain key employees of the Company and its subsidiaries. A copy of the Plan was attached to the Prospectus dated June 3, 1998 that was given to you and shall be deemed a part of this agreement as if fully set forth herein. Unless the context otherwise requires, all terms defined in the Plan shall have the same meaning when used herein.

As you have irrevocably elected to cash-in your Special Stock Unit Award dated [date of original award] and to receive all future replacement awards stemming from that[date of original award] Award in the form of Stock Options, the Company hereby grants to you, as a matter of separate inducement and not in lieu of any salary or other compensation for your services, the option (the "Option") to purchase, in accordance with the terms and conditions set forth in the Plan, an aggregate of[# of shares] shares of Common Stock at a price of [$exercise price] per share, such option price being, in the judgment of the Committee, not less than one hundred percent (100%) of the fair market value of such share at the date hereof. Subject to the modifications and limitations provided in the Plan, because this particular Option is a replacement award, upon the exercise or expiration of this Option, and any subsequent replacement Option, you will receive a new replacement Option based on the original dollar value of the[date of original award] Special Stock Unit Award. That amount is [original award dollar value].

The Option is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the United States Internal Revenue Code of 1986, as amended.

Subject to the modifications and limitations provided in the Plan, this Option may be exercised by you during the period commencing on the third anniversary of the date of grant of this Option and terminating at the close of business on [10 years from date of letter], after which the unexercised portion of the Option granted herein will automatically terminate and become null and void. In the event your employment with the Company or any subsidiary is terminated prior to the close of business on [3 years from date of letter], this Option shall only be exercisable thereafter to the extent provided in the Plan, and shall otherwise terminate and become null and void.

In no event shall you exercise this Option for a fraction of a share or for less than five hundred (500) shares (unless the number purchased is the total balance for which the Option is then exercisable).

This Option is not transferable by you otherwise than by will or the laws of descent and distribution, and is exercisable, during your lifetime, only by you (or by your legal representative appointed in the event of your Disability). This Option may not be assigned, transferred (except by will or the laws of descent and distribution), pledged or hypothecated in any way, except to the extent necessary to comply with any cashless exercise procedure coordinated by the Company with one or more brokerage firms. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Option contrary to the provisions hereof, and the levy of any attachment or similar proceeding upon the Option, shall be null and void and without effect.

During your lifetime, you may not transfer your Option. In the event you die holding an unexercised Option which has not expired, the Option, as an asset of your estate, may be exercised by your legal representative on behalf of your estate upon presentation of such representative of letters testamentary or equivalent proof (satisfactory to the Committee) of the right of such person to exercise such Option. You should consult your tax and estate planning advisors as to how the Option should be handled in your estate.

Any exercise of this Option shall be substantially in the form attached hereto. Please note that the attached form provides that the purchase price may also be paid on your behalf pursuant to a "cashless exercise" arrangement that has been established by the Company with Merrill Lynch Private Client Services. The Company reserves the right to limit or modify the methods of exercise to facilitate Plan administration.

As provided in the Plan, the Company may withhold from sums due or to become due to you from the Company an amount necessary to satisfy its obligation to withhold taxes incurred by reason of the issuance or disposition of shares pursuant to this Option, or may require you to reimburse the Company in such amount. The Company may hold the stock certificate to which you are entitled upon the exercise of this Option as security for the payment of withholding tax liability, until cash sufficient to pay such liability has been accumulated.

This agreement is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the event of any conflicting or inconsistent provisions.

You acknowledge that you are receiving the grant of a stock option under the Company's Stock Option Plan and have received and understood a description of this Plan. You further

understand that the Company has reserved the right to amend or terminate the Plan at any time and that the grant of an option in one year or at one time does not in any way obligate the Company to make a grant in any future year or in any given amount. You also acknowledge and understand that the grant is wholly discretionary in nature and is not to be considered part of your normal or expected compensation subject to severance, resignation, redundancy or similar pay.

Please indicate your acceptance of all the terms and conditions of this Option and the Plan by signing and returning a copy of this letter within 30 days.

Very truly yours,

BLOCK DRUG COMPANY, INC.

By:
Thomas Block
President

By:____________________________
John E. Peters
Senior Vice President, General
Counsel & Secretary

ACCEPTED:

Date:________________________

Exhibit 10(h)

SPECIAL STOCK UNIT PLAN
AS AMENDED, APRIL 1, 1999

BLOCK DRUG COMPANY, INC.
(U.S. and International Employees)

A. PURPOSES:
The Plan is intended to provide greater motivation and incentive for those eligible employees of the Company and its Subsidiaries who are making and can continue to make significant contributions to the success of the business, to attract and to retain employees of outstanding caliber and competence and to enhance the identity of interests between the stockholders of the Company and the employees who are Participants in the Plan.
In furtherance of the foregoing it is the express purpose of the Plan to provide Participants with: Retirement income; Deferred compensation; Supplemental income; and To have all payments from the Plan considered qualified retirement benefits as set forth in paragraph 5 of Section L of this Plan.

B. DEFINITIONS:
1. As used in this Plan, the following terms shall have the meanings set forth below:
(a) "Award Date" shall mean the date on which an award, or replacement award, of one or more Special Stock Units is made to a Participant.
(b) "Base Period Earnings Per Share" shall mean four (4) times the average of the Quarterly Earnings Per Share of the twelve (12) consecutive completed Calendar Quarters next preceding the Award Date: PROVIDED, HOWEVER, that if the sum of the Quarterly Earnings Per Share of any four (4) consecutive Calendar Quarters [within such period of three (3) years] is less than the sum of the Quarterly Earnings Per Share of the immediately preceding four (4) consecutive Calendar Quarters, there shall be substituted, for each of such succeeding four (4) Calendar Quarters, the net earnings per share fixed by the Committee.
(c) "Base Period Value Per Unit" shall mean an amount equal to fifteen
(15) times the Base Period Earnings Per Share multiplied by two (2).
(d) "Calendar Quarter" shall mean the quarter-annual periods ending on June 30, September 30, December 31 and March 31.
(e) "Committee" shall mean the committee having control of the administration of the Plan as provided for in Section C of this Plan.

(f) "Common Stock" shall mean the Class A Common Stock of the Company, or any class of common stock of the Company issued in exchange or substitution therefor.
(g) "Company" shall mean Block Drug Company, Inc., or any successor thereto.
(h) "Disability" and "Disabled" shall have the meaning given those terms in the Block Drug Retirement Plan, as amended from time to time.
(i) "Deferred Compensation Amount" shall mean the amount payable to a Participant, Participant's designated beneficiaries or Participant's estate which shall be determined in the manner provided for in Section G of this Plan.
(j) "Election" shall mean Participant's required irrevocable decision, within sixty (60) days after an Award Date, as evidenced by a form provided by the Company and signed by Participant, to receive payment of the Deferred Compensation Amount when the Special Stock Units become fully vested, or to defer payment to any subsequent year after the Special Stock Units become fully vested, but subject to the provisions of Section H paragraph 1 and the restrictions in Section H paragraph 2. If Participant decides to defer payment, Participant shall have the choice of designating whether payment of the Deferred Compensation Amount shall be made on February 15, or August 15, in the year in which Participant elects to receive payment ("the Elected Payment Day"). Thus, the Termination Earnings Per Share Date will be either the 31st of December or the 30th of June of that year whichever immediately precedes the date Participant elected to receive payment.
(k) "Hardship" shall mean an extreme financial emergency or need for which funds are not reasonably available from other sources. These needs include extraordinary medical expenses not covered by insurance, purchase of a primary residence, burdensome family educational expenses or any other extraordinary financial need.
(l) "Interest" shall mean the annual rate of interest equal to the prime rate of interest as published in the Wall Street Journal on the day which necessitates payment is to be made, minus the percentage obtained by multiplying said prime rate by the percentage amount of the maximum Federal and the effective New Jersey corporate income tax rates applicable to the Company. In its sole and nonreviewable discretion, the Committee shall determine whether and to what extent, if any, adjustments should be made to the rate of interest to be paid, if there are fluctuations in the tax rates applicable to the Company.
(m) "International Participant" shall mean a Participant whose domicile is other than the United States. (n) "Normal Retirement Date" shall mean the first day of the month coincident with or next following a Participant's sixty-fifth (65th) birthday; PROVIDED, HOWEVER, that the Committee, in its sole and nonreviewable discretion, and upon such criteria as the Committee may consider appropriate, may treat the date of the Termination of Employment of any living, nondisabled Participant over the age of sixty-two (62) years as his Normal Retirement Date, in

which event such Participant's Termination of Employment shall be deemed to have occurred by reason of Participant's retirement on Participant's Normal Retirement Date for all purposes hereunder.
(o) "Participant" shall mean an employee of the Company or a Subsidiary to whom one or more Special Stock Units are awarded under this Plan.
(p) "Participant's Account" shall mean the record established by the Company for each Participant showing the number of Special Stock Units awarded to Participant by the Committee from time to time, and the Base Period Value Per Unit and Award Date of each such Special Stock Unit.
(q) "Plan" shall mean the Special Stock Unit Plan of the Company, as described herein, or as amended from time to time.
(r) "Quarterly Earnings Per Share" shall mean the Calendar Quarter net earnings per share of Common Stock reported by the Company to the Securities and Exchange Commission, as adjusted, by the Committee, or as restated by the Company, if the Committee, in its sole and nonreviewable discretion, shall deem it appropriate, by, but not limited to:
(i) Eliminating or restating any one or more items of income, expense, gain or loss, of whatever nature, and/or:
(ii) Restating net earnings per share to reflect a material reduction or increase in the number of outstanding shares of the common stock of the Company, of whatever class, and/or:
(iii) Limiting the Quarterly Earnings Per Share for any Calendar Quarter to an amount equal to one hundred and fifteen percent (115%) of the Quarterly Earnings Per Share of the comparable Calendar Quarter in the immediately preceding Calendar Year, after adjusting the earnings of each such prior year's quarter by the increase in the cost-of-living for the twelve (12) month period succeeding such prior year's quarter. Such cost-of-living adjustment shall be based upon the Consumer Price Index for All Urban Consumers published by the U.S. Department of Labor, Bureau of Labor Statistics or its equivalent. In the event that the net earnings per share of any one or more prior Calendar Quarters shall be adjusted, as provided for herein, the Committee, in its sole and nonreviewable discretion, shall determine whether and to what extent, if any, such prior period adjustments should be reflected in the computation of Base Period Earnings Per Share and/or Termination Earnings Per Share and whether the number of Special Stock Units credited to each Participant's Account should be adjusted.
(s) "Special Stock Unit" shall mean the equivalent of two (2) shares of the Common Stock having a value equal to its Base Period Value Per Unit.
(t) "Special Stock Units Awarded" shall mean the number of Special Stock Units originally awarded and adjusted to reflect stock dividends paid on the Common Stock or as otherwise adjusted by the Committee.

(u) "Stock Option" or "Option" shall mean any option to purchase a share or shares of the Company's Class A Common Stock, or any class of Company common stock issued in exchange or substitution thereof, pursuant to the Stock Option Plan.
(v) "Stock Option Plan" shall mean the Stock Option Plan of the Company, as amended from time to time.
(w) "Subsidiary" shall mean any corporation of which more than fifty percent (50%) of the total combined voting stock, of all classes, is owned by the Company and/or another corporation or entity which directly or indirectly controls, is controlled by, or is under control of the Company.
(x) "Termination of Employment" shall mean the cessation of any Participant's employment with the Company and any and all Subsidiaries for any reason, including death or disability.
(y) "Termination Date" shall mean the first to occur of (a) the Participant's Normal Retirement Date, or (b) the effective date of the Termination of Employment of a Participant from the Company and any and all Subsidiaries, irrespective of the cause or reason for such termination.
(z) "Termination Earnings Per Share" shall mean four (4) times the average of the highest Quarterly Earnings Per Share of any twelve (12) consecutive Calendar Quarters starting with the first Calendar Quarter used to compute the Participant's Base Period Earnings Per Share and ending with the last completed Calendar Quarter on or before the date Participant is entitled to receive payment.
(aa) "Termination Value Per Unit" shall mean an amount equal to fifteen
(15) times the Termination Earnings Per Share multiplied by two (2).

C. ADMINISTRATION:
1. The Board of Directors of the Company shall appoint a Committee of two (2) or more individuals, who shall serve at the pleasure of the Board of Directors, to administer the Plan. The Committee shall elect one of the members thereof to serve as Chairman at the pleasure of the Committee. No award of Special Stock Units shall be made to an employee of the Company or any Subsidiary while and so long as that employee shall be a member of the Committee.
2. The Committee, among other things, shall determine, in its sole discretion, subject to the provisions of this Plan:
(a) The employees of the Company and/or its Subsidiaries who shall participate in this Plan from time to time; (b) The time or times when Special Stock Units shall be awarded to any and all Participants; and

(c) The number of Special Stock Units which shall be awarded to each and every Participant.
3. The Committee shall construe and interpret the meaning and application of all provisions of this Plan, and all such constrictions and interpretations shall be binding and conclusive on all persons having any interest therein.
4. The Committee shall hold meetings upon such notice, at such place or places, and at such time or times as the members shall determine from time to time. The Committee may delegate ministerial duties to one or more employees of the Company or its Subsidiaries, and may authorize one or more of their number as an agent to execute or deliver any instrument or make any payment on behalf of the Committee, and may employ or engage such persons as may be reasonably required or desirable in carrying out the provisions of this Plan.
5. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Committee shall be by the vote of a majority of the Committee, but resolutions may be adopted or other actions taken by the Committee without a meeting upon the written consent signed by a majority of the members of the Committee.
6. No member of the Committee shall receive any compensation for services rendered as such, nor shall such member be liable for any act done or omitted or determination made in good faith.
7. The Company shall bear all costs and expenses incident to the administration of the Plan.

D. ELIGIBILITY:
1. Any employee of the Company or its Subsidiaries, including an employee who also may be an officer or director of the Company or any Subsidiary (excepting only any employee who is a member of the Committee while and so long as such employee is a member) shall be eligible to receive an award of one or more Special Stock Units.

E. AWARD OF SPECIAL STOCK UNITS:
1. The Committee, from time to time, may award one or more Special Stock Units to a Participant. Each such award shall be made as of a month and day designated by the Committee.
2. All Special Stock Units awarded to a Participant shall be credited to Participant's Account as of the Award Date. Within sixty (60) days following such credit, the Committee shall issue a non-negotiable certificate to the Participant setting forth the number of Special Stock Units awarded to Participant, the Base Period Value Per Unit and the Award Date of each of such Special Stock Units.

3. The aggregate number of Special Stock Units credited to all Participants at any one time shall not exceed two and one-half percent (2.5%) of the total number of the then outstanding shares of all classes of common stock of the Company. In computing such aggregate number of Special Stock Units, there shall not be included Special Stock Units awarded to any and all Participants whose Termination of Employment has occurred but, pursuant to paragraph 5 of
Section H of this Plan, the Deferred Compensation Amount has not yet been paid.
4. The Committee at any time and from time to time, with the consent of a Participant, may cancel all or any number of Special Stock Units theretofore awarded to Participant and make an award of one or more Special Stock Units in lieu thereof.

F. VESTING:
1. Except as otherwise provided in paragraphs 2 of this Section, one-twentieth (1/20) of the Special Stock Units Awarded to a Participant and credited to Participant's Account, as of a particular Award Date, shall become vested at the end of such successive period of three (3) full months following such Award Date, provided that during such period, the Participant shall be employed by the Company or a Subsidiary: thus, all Special Stock Units Awarded to a Participant on any one Award Date shall become fully vested on the fifth
(5th) anniversary of such Award Date, provided that on such fifth (5th) anniversary Participant is employed by the Company or a Subsidiary and had been so employed continuously during the period between the said Award Date and the fifth (5th) anniversary thereof.
2. In any case when there is termination of employment of a Participant due to death or disability, or if the Participant's Normal Retirement Date is reached, (i) all Special Stock Units in Participant's Account shall be fully vested on the date of the occurrence of such event, irrespective of the length of the period between the Award Date of any or all Special Stock Units and the date of such termination of employment, or Normal Retirement Date (ii) no additional Special Stock Units shall be awarded to Participant, (iii) the value of said Special Stock Units in Participant's Account will no longer appreciate and (iv) the Deferred Compensation Amount will be paid in accordance with the provisions of paragraph 5 of Section H of the Plan.

G. DETERMINATION OF DEFERRED COMPENSATION AMOUNT:
1. When Participant's Termination Date is reached, then, solely with respect to that number of Special Stock Units Awarded and credited to Participant's Account which are vested on the Termination Date (in accordance with the provisions of Section F of this Plan) or when payments are to be made in accordance with Section H of this plan, Participant shall be entitled to receive as the Deferred Compensation Amount the excess, if any, of:

(a) The Termination Value Per Unit of the aggregate number of Special Stock Units Awarded which are vested:
OVER
(b) The aggregate Base Period Value Per Unit of such vested Special Stock Units awarded: PROVIDED, HOWEVER, in computing the Deferred Compensation Amount, there shall not be taken into account any one Award where the aggregate Base Period Value Per Unit exceeds the Termination Value Per Unit of the aggregate number of Special Stock Units Awarded.

H. PAYMENT OF DEFERRED COMPENSATION AMOUNT:
1. Subject to the provisions of paragraph 2 of this Section, Participants who have not made an Election to defer payment of their Deferred Compensation Amount shall be paid the Deferred Compensation Amount on the thirtieth (30th) day following the date on which Participant's Special Stock Units become fully vested in accordance with the provisions of this Plan. Participants who have made an Election to defer payment shall be paid their Deferred Compensation Amount on the Elected Payment Day. Participants receiving payment under the provisions of this paragraph, shall receive replacement awards, at Participant's option, either in Special Stock Units or Stock Options, as provided in paragraph 5 of this Section.
2. Regardless of when vesting occurs, payments will not be made during the period commencing with Participant's 60th birthday and ending with Participant's Normal Retirement Date, except when there is Termination of Employment.
3. In the case of Hardship, any Participant may request the Committee for payment of Participant's Deferred Compensation Amount with respect to any or all of those Special Stock Units credited to Participant's Account which are fully vested as of the date of such request. Such request must be made in writing at least thirty (30) days prior to the proposed date of payment. If the Committee, in the exercise of its sole and nonreviewable discretion, shall consent to the request for such payment, then the Deferred Compensation Amount to which the Participant is entitled with respect to such fully vested Special Stock Units shall be determined and then paid on the thirtieth (30th) day following the date of the request, with a replacement award to be issued in the manner provided in paragraph 4 of this Section.
4. When a Participant is paid a Deferred Compensation Amount (i) due to Participant's Normal Retirement Date having been reached, or (ii) due to Participant's Termination of Employment no replacement award shall be issued.
5. When Special Stock Unit Awards are scheduled to be replaced, Participants will have an irrevocable option to elect whether that replacement award will be in Special Stock Units or be in Stock Options. Regardless of the choice, the replacement value will be equal to the dollar value of the original award which is being replaced.

If Participant elects to replace the Special Stock Unit award with Stock Options, all future replacement awards attributed to that original award will be in the form of Stock Options. As other Special Stock Unit awards become fully vested, the Participant will be given the option to elect whether those awards will be replaced with Special Stock Units or Stock Options. Once Participant elects Stock Options as a replacement that is an irrevocable decision with respect only to that Award and any replacement awards stemming from it.
Except as set forth in paragraph 4 of this Section, when the Stock Option replacement award is exercised or expires, a Stock Option replacement award will be issued with a dollar value equal to that of the original award which is being replaced.
The Participant will be notified at least sixty (60) days prior to the date scheduled for the issuance of a replacement award and within thirty (30) days of such notice Participant must then elect whether the replacement award will be in the form of Special Stock Units or Stock Options.
6. Upon Participant's tender of the certificate(s) covering those Special Stock Units for which payment is made the Special Stock Units will be cancelled and a new award, equal to the original dollar value of the award(s) being cancelled, will be issued. The Award Date of the replacement Special Stock Units will be that date which is thirty (30) days prior to the date payment is due. The replacement Special Stock Units will fully vest in five (5) years and will not take the place of normally scheduled awards. The issuance of replacement Special Stock Units shall be contingent upon Participant's employment by the Company or any Subsidiary on the date payment is made.
7. Subject to the restrictions set forth in paragraph 2 of this Section, International Participants are permitted to request the Company to pay the fully vested amount of the awards and to receive replacement units either in the form of Stock Options or Special Stock Units. Such request must be in writing at least thirty (30) days prior to the proposed date of payment. If the Company, in the exercise of its sole and nonreviewable discretion, shall consent to the request for such payment, then the fully vested amount will be paid and replacement awards will be issued in accordance with the Plan.
8. When there is Termination of Employment of a Participant, or if the Participant's Normal Retirement Date is reached, the Deferred Compensation Amount shall be paid within one (1) year from the date the event occurs. In the event the termination of employment of a Participant shall be occasioned by Participant's death or disability, the Deferred Compensation Amount shall be paid, in the case of a disabled Participant, to the Participant, or otherwise as Participant may in writing direct, or else to a duly appointed committee, guardian or conservator, if any, or in the case of a deceased Participant, to the beneficiary or beneficiaries most recently designated by the Participant in a writing filed with the Committee, or if no such

designation shall have been made, or if all designated beneficiaries shall die before all payments have been made, then any remaining payments shall be made to the Participant's estate.
9. In all instances when the Deferred Compensation Amount is not paid on the thirtieth (30th) day succeeding the event which necessitates payments being made, Interest on the unpaid amount shall accrue as of the thirty-first
(31st) day after the event until the Deferred Compensation Amount is paid.

I. ADJUSTMENT OF SPECIAL STOCK UNITS:
1. If there shall be a material change in the character or number of the outstanding shares of the Common Stock by reason of any split-up, stock dividend, combination, recapitalization, merger, consolidation or any redemption or exchange of shares, or otherwise, the Committee shall make adjustments to (a) the Base Period Value Per Unit of each of the Special Stock Units previously awarded, or (b) the number of Special Stock Units credited to each Participant Account, or both, as is necessary to assure that they will reflect the same proportionate value to the Participant after any such corporate action as before.

J. NON-ALIENATION OF BENEFITS:
1. A Participant's rights, interests and benefits under this Plan shall not be subject to assignment, transfer, pledge, encumbrance or charge, excepting only that in the case of a Participant's death, Participant's rights, interests and benefits may pass to Participant's beneficiaries or Participant's estate as provided for in paragraph 5 of Section H of this Plan.

K. AMENDMENT AND TERMINATION:
1. The Board of Directors of the Company shall have the right to amend this Plan in any respect from time to time, or to terminate it at any time.
2. Neither any amendment nor the termination of the Plan shall affect the right of a Participant solely to receive the net increment with respect to those Special Stock Units credited to Participant's Account which are vested on the date of such amendment or termination.

L. ADDITIONAL PROVISIONS:
1. Participant's decision to defer, or not to defer, payment of the Deferred Compensation Amount may result in important tax consequences to Participant. Participant should consult with an attorney or financial advisor before making this decision.

2. The Company and its Subsidiaries shall have the right to deduct from Participant's wages and from payments of Deferred Compensation Amounts any taxes or other amounts required by law to be withheld due to increases in the vested amounts or due to the payment of the Deferred Compensation Amount.
3. Neither the Company or its Subsidiaries has established, nor shall it be required to establish, any special or separate fund nor has the Company or its Subsidiaries made any other segregation of assets to assure, or secure, nor does the Company or its Subsidiaries in any way guarantee the payment of any Deferred Compensation Amount.
4. No employee of the Company or its Subsidiaries or any other person shall have the right to become a Participant or have any claim or right to receive an award of Special Stock Units under this Plan.
5. Neither the existence nor provisions of this Plan nor any action taken hereunder shall be deemed to give any employee the right to be retained in the employ or service of the Company or any Subsidiary or to interfere with the rights of the Company or any Subsidiary to discharge any employee at any time. It is the Company's intent to provide retirement income to Participant and to have all payments under the Plan be considered qualified retirement benefits under the law. By paying Participant's Deferred Compensation Amounts prior to Participant's Termination of Employment, the Company may lose certain rights. Therefore, the Company may request the Participant sign a waiver acknowledging the intent of the Company and Participant to consider any such payment(s) to be part of Participant's qualified retirement benefit and the lack of such right by the Participant to be retained by the Company.
6. By action of their respective Boards of Directors, Subsidiaries may adopt this Plan for Participants who are employees of such Subsidiaries. In such event, such Subsidiaries shall assume the payment liability of the Deferred Compensation Amount for their Participant employees.
7. This Plan and all requirements thereunder shall be construed in accordance with and governed by the laws of the State of New Jersey, United States of America.

M. EFFECTIVE DATE:
1. The effective date of this Plan is May 25, 1976, as amended February 14, 1989, April 1, 1991, January 31, 1997, and as further amended April 1, 1999.

EXHIBIT 10(i)

AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
JAMES BLOCK
AND
BLOCK DRUG COMPANY, INC.

TheEmployment Agreement dated September 1, 1984, as amended April 29, 1987, between James Block (hereinafter called "Executive") and Block Drug Company, Inc. (hereinafter called "company"), is hereby amended by deleting Paragraph
1.(a) and substituting the following paragraph in lieu thereof.

1.(a) The Company hereby employs Executive until April 30, 2007, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Amendment as of this 29th day of April, 1997.

________________________                         By:___________________________
  John E. Peters                                           Thomas Block
     Secretary                                              President

WITNESS:

By:__________________
James Block

AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
JAMES BLOCK
AND
BLOCK DRUG COMPANY, INC.

TheEmployment Agreement dated September 1,.1984 between James Block (hereinafter called "Executive") and Block Drug Company, Inc. (hereinafter called "Company"), is hereby amended by deleting Paragraph 1.(a) on page 2 and substituting the following paragraph in lieu thereof.

1.(a) The Company hereby employs Executive until April 30, 1997, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Amendment as of this 29th day of April, 1987.

____________________                                 BY:____________________
                                                             James Block
                                                         Chairman of the Board


    WITNESS:

_____________________                                BY:_____________________
                                                             Thomas Block

EMPLOYMENT AGREEMENT

September 1, 1984 is the effective date of this EMPLOYMENT AGREEMENT between BLOCK DRUG COMPANY, INC., a corporation of the State of New Jersey (hereinafter called "Company"), having its principal office at 257 Cornelison Avenue, Jersey City, New Jersey 07302, and JAMES BLOCK (hereinafter called "Executive") residing in the City, County and State of New York.

WHEREAS, Executive has served as a major executive of the Company for many years and presently is serving as the President of the Company; and

WHEREAS, the Company and Executive entered into an Employment Agreement dated January 1, 1981;
and

WHEREAS, the Company has determined that it would be in the best interests of the Company and its stockholders that the Company change certain provisions of the January 1, 1981 Employment Agreement and assure itself of the continued services of Executive and his specialized knowledge and unusual abilities with respect to the business and affairs of the Company; and

W I T N E S S E T H:

WHEREAS, Executive is willing to enter into a new Agreement with the Company for his exclusive services as a management executive on a full-time basis or as an employee performing special management services with respect to the business and affairs of the Company; and

WHEREAS, the Executive Committee of the Board of Directors of the Company has approved the terms and conditions respecting the Executive's employment set forth herein and has authorized the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter contained and other good and valuable consideration, the Company and Executive hereby agree as follows:

1. (a) The Company hereby employs Executive until December 31, 1990, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

(b) Executive, at any time that he is serving the Company as a management executive on a full time basis (i) may give the Company written notice, effective as of the first date of the month specified in such notice that Executive shall thereafter be employed as an executive of the Company rendering advice and counsel to the senior officers and the Executive Committee of the Company and handling special assignments (herein such role is referred to as "a special management executive"); or (ii) if his physical or mental condition shall preclude his performing the duties of a management executive on a full time basis, Executive shall thereafter serve as a special management executive. Executive shall be employed as such special management executive for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive was employed by the Company (including any predecessor) on a full time basis as a management executive, or until the death of Executive, if such death shall occur prior to the end of such period of years.

2. When he is serving as a full time management executive:

(a) The duties required of Executive shall be of a management executive nature similar in type and character to those duties heretofore and now being performed by him and shall include specifically domestic and foreign travel and maintenance of Company, employee, industry, trade and customer relations, including

such entertainment in accordance with Executive's position and responsibilities as may be appurtenant to the performance of such duties.

(b) Executive will be permitted vacation periods each year similar to those taken in the past and as are customary for executives holding a position of similar status and responsibility.

(c) Executive will devote his entire time and attention during usual business hours to the business of the Company, subject to the following exceptions:

(i) During vacation periods and periods of illness or other incapacity.

(ii) Executive shall have the right to make and supervise his and his family's personal investments or to serve as: (A) an officer or director of any other company, corporation or business organization, provided that the same is non-competitive in any substantial respect with the business engaged in by the Company; (B) a fiduciary of an estate or a trust for the benefit of a member of his or his wife's family or a friend; or (C) an officer or director of, and/or to render services to, any civic, charitable, educational, eleemosynary or similar organizations of activity.

3. When he is serving as a special management executive, Executive shall only be required to perform such duties as his health permits. Among other things, Executive shall be available to serve, if appointed, as a member of the Executive Committee of the Company and any committees administering incentive and retirement plans for employees of the Company, and to study, evaluate and make recommendations with respect to the Company's marketing plans, advertising campaigns, and proposed acquisitions. While Executive is employed as a special management executive he shall not be required to be present at any office of the Company on a regular basis, and he shall have the right to vacation and to travel as he sees fit so long as when he is absent from the Metropolitan New York, New Jersey area, he is available for consultation by telephone, telegram, or cable and materials and documents can be sent to him for his review and consideration.

4. Executive will be provided at all times, whether he is employed on a full time basis or as a special management executive, with suitable executive office space and secretarial services and staff assistance.

5. Executive hereby accepts the employment contemplated in this Agreement and agrees to perform the duties required of him hereunder. If elected thereto, Executive will serve as an officer or director of the Company without additional compensation, except that in the event that any such company shall pay fees to the management members of its Board of Directors or fees to any members of any committee of such directors of which Executive may be a member, then Executive shall be entitled to retain the same.

6. (a) Commencing September 1, 1984 the Company will pay to Executive an annual salary of $213,671 (Two Hundred Thirteen Thousand Six Hundred Seventy One Dollars) in equal monthly installments on the first day of each month. It is understood that the annual salary payable to Executive may be adjusted from time to time, in the sole discretion of the Company; provided, that in no event will such annual salary be less than $164,792 (One Hundred Sixty Four Thousand Seven Hundred Ninety Two Dollars) [before reflecting any "Economic Factor", as hereinafter defined, or cost-of-living increase as provided for subsection (c) of this Section].

(b) The annual salary payable to Executive for his services as a special management executive shall be one-quarter of the rate of annual salary payable to Executive for his services as a full time management executive as of the date that the nature of Executive's employment shall change from that of a full time

management executive to a special management executive.

(c) Commencing as of September 1, 1985, and continuing on September 1 of each subsequent year, there shall be examined the Consumer Price Index For All Urban Consumers (U.S. City Average) as published by the U.S. Department of Labor (the "Index"). It shall be determined if there is an increase or decrease in the Index as of July 1 of any year as compared to the Index for July 1984 (311.7). Also commencing as of September 1, 1985, and continuing on September 1 of each subsequent year, the Company's Economic Factor ("Factor") shall be determined. The Factor is that percentage approved in writing by the Company's Office of the Chief Executive at its regularly scheduled meeting and which percentage governs salary increases for all domestic non-union employees of the Company in effect as of September 1. Executive's annual salary on September 1, 1985 shall be increased by an amount determined by multiplying the greater of (a) the Factor or (b) the percentage increase in the Index, by the annual salary in effect on September 1, 1984. However, thereafter, as of September 1 of each ensuing year, using Executive's salary on September 1, 1984 as the base, two (2) cumulative earnings totals, one from the application of the percentage increase or decrease in the Index and one from the application of each year's Factor to the annual salary shall be maintained and compared. Executive's annual salary will be increased or decreased commencing September 1, 1986 and on each September 1st thereafter, so that Executive's cumulative salary from September 1, 1984 will be the higher of such amount resulting from the cumulative increase or decrease in the Index or the cumulative increase or decrease after the application of each year's Factor.

7. Anything to the contrary hereinbefore stated notwithstanding, if the Company continues or adopts any plan or plans of any sort or nature including but without limiting the generality of the foregoing, pension plans, profit sharing plans, bonus plans, stock option plans or insurance plans by the terms of which Executive would be eligible to participate therein, then Executive, in whichever capacity he is employed by the Company, shall have the right to participate therein and shall be entitled to receive all emoluments or benefits as may be provided thereunder, in addition to all of Executive's other rights and benefits hereunder.

8. The Company recognizes that Executive has made and will make out of his own personal funds certain minor expenditures for entertainment and the like necessary in carrying out his duties hereunder. Notwithstanding this recognition by the Company of the necessity thereof, Executive agrees that the Company will not reimburse him for such expenditures made by him personally.

9. On December 31, 1990, if Executive is then living and is still serving as a full time management executive, he will, in good faith, first negotiate for the continuation of his employment by the Company before accepting employment elsewhere.

10. (a) In the event of the death of Executive at any time after the date of this Agreement, before, on or after December 31, 1990, whether or not Executive is employed by the Company in any capacity at the time of his death, the Company will pay the annual amount determined as provided in subsection (b) of this Section, in equal monthly installments commencing with the month immediately following that in which Executive's death shall have occurred, for the period of years computed as provided in subsection (c) of this Section, to Executive's wife, Barbara Block, if she shall survive Executive, and upon her death thereafter prior to the receipt of all payments, or in the event that Barbara Block shall not survive Executive, such remaining payments or such payments, as the case may be, shall be made to the acting trustees of the trust for the primary benefit of Executive's issue under an Indenture of Trust dated as of November 20, 1970, (or, if the said Trust shall have terminated, to the persons who shall have succeeded to the principal of such trust, in proportion to their respective interests in such principal). Executive shall not have the right to change the payers provided for herein.

(b) The annual amount shall be equal to one-half of the average annual salary of Executive for those three years of his employment by the Company in which Executive was paid the highest amount of salary, not including, however, in the computation of such annual amount any increase in Executive's salary during those three highest salaried years other than an increase attributable to the cost-of-living adjustment provided in subsection (c) of Section 6.

(c) The payments provided for in subsection (a) of this Section shall continue for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive shall have been employed as a full time management executive by the Company (including any predecessor). For the purposes of this Agreement, it is acknowledged and agreed that Executive's employment as a full time management executive by the Company commenced on June 22, 1959 and has continued uninterrupted to the date hereof.

11. Executive agrees that, unless the Company shall consent thereto, he will not at any time during his employment by the Company engage in any activity which shall be substantially competitive with any business then carried on by the Company. Executive shall be free, however, without such consent, to purchase and deal in, as investments or otherwise, stocks or other securities of any corporation, competitive or otherwise, generally traded in by the public:
provided that Executive's ownership of shares of stock of any such competitive corporation shall not exceed one per cent of the outstanding shares of capital stock.

12. Wherever referred to herein, "Company" shall include all corporations more than fifty percent of the outstanding common stock of which is owned by

the Company directly and/or through its subsidiaries.

13. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any liquidation, dissolution or winding-up of the Company, or upon any sale of all or substantially all of the Company's assets, or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company.

14. This Agreement contains all of the covenants and agreements between the parties and all prior understandings and agreements relating to the subject matter herein as superseded and cancelled by this Agreement. This Agreement shall not be altered, modified, varied or amended except by an agreement in writing of like dignity, executed by both parties hereto.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Agreement as of the date first above written.

BY:_____________________                                   ___________________
      John E. Peters                                          Leonard Block
         Secretary                                        Chairman of the Board

WITNESS:

BY:_____________________
James Block

Exhibit 10(j)

AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
THOMAS BLOCK
AND
BLOCK DRUG COMPANY, INC.

The Employment Agreement dated May 1, 1987, between Thomas Block (hereinafter called "Executive") and Block Drug Company, Inc. (hereinafter called "Company"), is hereby amended by deleting Paragraph 1. (a) and substituting the following paragraph in lieu thereof.

1. (a) The Company hereby employs Executive until April 30, 2007, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Amendment as of this 29th day of April, 1997.

ATTEST:                                           BLOCK DRUG COMPANY, INC.


_______________________                        By:_________________________
                                                          James Block
                                                    Chairman of the Board

WITNESS:

_______________________                        By:__________________________
                                                          Thomas Block

EMPLOYMENT AGREEMENT

May 1, 1987 is the effective date of this EMPLOYMENT AGREEMENT between BLOCK
DRUG COMPANY, INC.,
a corporation of the State of New Jersey (hereinafter called "Company"), having its principal office at 257 Cornelison Avenue, Jersey City, New Jersey 07302, and THOMAS R. BLOCK (hereinafter called "Executive") residing in the City, County and State of New York.

WITNESSETH:

WHEREAS, Executive has served as a major executive of the Company for many years and presently is serving as the Executive Vice President and Treasurer of the company; and

WHEREAS, the Company and Executive entered into an Employment Agreement dated September 1, 1984; and

WHEREAS, the Company has determined that it would be in the best interests of the Company and its stockholders that the company change certain provisions of the September 1, 1984 Employment Agreement and assure itself of the continued services of executive and his specialized knowledge and unusual abilities with respect to the business and affairs of the Company; and

WHEREAS, Executive is willing to enter into a new Agreement with the Company for his exclusive services as a management executive on a full time basis or as an employee performing special management services with respect to the business and affairs of the Company; and

WHEREAS, the Executive Committee of the Board of Directors of the Company has approved the terms and conditions respecting the Executive's employment set forth herein and has authorized the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter contained and other good and valuable consideration, the Company and Executive hereby agree as follows:

1. (a) The Company hereby employs Executive until April 30, 1997, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

Executive, at any time that he is serving the Company as management executive on a full time basis (I) may give the Company written notice, effective as of the first date of the month specified in such notice, that Executive shall thereafter be employed as an executive of the Company rendering advice and counsel to the senior officers and the Executive Committee of the Company and handling special assignments (herein such role is referred to as "a special management executive"); or (ii) if his physical or mental condition shall preclude his performing the duties of a management executive on a full time basis, Executive shall thereafter serve as a special management executive. Executive shall be employed as such special management executive for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive was employed by the Company (including any predecessor) on a full time basis as a management executive, or until the death of Executive, if such death shall occur prior to the end of such period of years.

When he is serving as a full time management executive:

The duties required of Executive shall be of a management nature similar in type and character to those duties heretofore and now being performed by him and shall include specifically domestic and foreign travel and customer relations, including such entertainment in accordance with Executive's position and responsibilities as may be appurtenant to the performance of such duties.

Executive will be permitted vacation periods each year similar to those taken in the past and as are customary for executives holding a position of similar status and responsibility.

Executive will devote his entire time and attention during usual business hours to the business of the Company, subject to the following exceptions:

(i) During vacation periods and periods of illness or Other incapacity.

(ii) Executive shall have the right to make and supervise his and his family's personal investments or to serve as: (A) an officer or director of any other company, corporation or business organization, provided that the same is

non-competitive in any substantial respect with the business engaged in by the company; (B) a fiduciary of an estate or a trust for the benefit of a member of his or his wife's family or a friend; or (C) an officer or director of, and/or to render services to, any civic, charitable, educational. eleemosynary or similar organization or activity.

When he is serving as a special management executive, Executive shall only be required to perform such duties as his health permits. Among other things, Executive shall be available to serve, if appointed, as a member of the Executive Committee of the Company and any committees administering incentive and retirement plans for employees of the Company, and to study, evaluate and make recommendations with respect to the Company's marketing plans, advertising campaigns. And proposed acquisitions. While Executive is employed as a special management executive he shall not be required to be present at any office of the Company on a regular basis, and he shall have the right to vacation and to travel as he sees fit so long as when he is absent from the Metropolitan New York, New Jersey area, he is available for consultation by telephone, telegram, or cable and materials and documents can be sent to him for his review and consideration.

4. Executive will be provided at all times, whether he is employed on a full time basis or as a special management executive, with suitable executive office space and secretarial services and staff assistance.

5. Executive hereby accepts the employment contemplated in this Agreement and agrees to perform the duties required of him hereunder. If elected thereto, Executive will serve as an officer r director of the Company without additional compensation, except that in the event that any such company shall pay fees to the management members of its Board of Directors or fees to any members of any committee of such directors of which Executive may be a member, then Executive shall be entitled to retain the same.

6. (a) Commencing September 1, 1986 the Executive's annual salary was set at 234,451(Two Hundred Thirty-Four Thousand Four Hundred Fifty-one Dollars) payable in equal monthly installments on the first day of each month. It is understood that the annual salary payable to Executive may be adjusted from time to time, in the sole discretion of the Company; provided that in no event will such annual salary be less than $234,451(Two Hundred Thirty-Four Thousand Four Hundred Fifty-one Dollars) [before reflecting any "Economic Factor", as hereinafter defined, or cost-of-living increase provided as for in subsection
(c) of this Section].

(b) The annual salary payable to Executive for his services as a special management executive shall be one-quarter of the rate of salary payable to Executive for his services as a full time management executive as of the date that the nature of Executive's employment shall change from that of a full time management executive to a special management executive.

(c) Commencing as of September 1, 1987, and continuing on September 1 of each subsequent year, there shall be examined the Consumer Price Index For All Urban Consumers (U.S. City Average) as published by the U.S. Department of Labor (the "Index"). It shall be determined if there is an increase or decrease in the Index as of July 1 of any year as compared to the Index for July 1984 (311.7). Also commencing as of September 1, 1987, and continuing on September 1 of each subsequent year, the Company's Economic Factor ("Factor") shall be determined. The Factor is that percentage approved in writing by the Company's Office of the Chief Executive at its regularly scheduled meeting and which percentage governs salary increases for all domestic non-union employees of the Company in effect as of September 1. Executive's annual salary on September 1, 1987 shall be increased by an amount determined by multiplying the greater of (a) the Factor or (b) the percentage increase in the Index, by the annual salary in effect on September 1 of each ensuing year, using Executive's salary on September 1, 1986 as the base, two (2) cumulative earnings totals, one from the application of the percentage increase or decrease in the Index and one from the application of each year's Factor to the annual salary shall be maintained and compared. Executive's annual salary will be increased or decreased commencing September 1, 1987 and on each September 1st thereafter, so that Executive's cumulative salary from September 1, 1986 will be the higher of such amount resulting from the cumulative increase or decrease in the Index or the cumulative increase or decrease after the application of each year's Factor.

7. Anything to the contrary hereinbefore stated notwithstanding, if the Company continues or adopts any plan or plans of any sort or nature including but without limiting the generality of the foregoing, pension plans, profit-sharing, bonus plans, stock option plans or insurance plans by the terms of which Executive would be eligible to participate therein, then Executive, in whichever capacity he is employed by the Company, shall have the right to participate therein

and shall be entitled to receive all emoluments to all of Executive's other rights and benefits hereunder.

8. The company recognizes that Executive has made and will make out of his own personal funds certain minor expenditures for entertainment and the like necessary in carrying out his duties hereunder. Notwithstanding this recognition by the Company of the necessity thereof, Executive agrees that the Company will not reimburse him for such expenditures made by him personally.

9. On April 30, 1997, if Executive is then living and is still serving as a full time management executive, he will, in good faith, first negotiate for the continuation of his employment by the Company before accepting employment elsewhere.

10. (a) In the event of the death of Executive at any time after the date of this Agreement, before, on or after April 30, 1997, whether or not Executive is employed by the Company in any capacity at the time of his death, the Company will pay the annual amount determined as provided in subsection (b) of this Section, in equal monthly installments commencing with the month immediately following that in which Executive's death shall have occurred, for the period of years computed as provided in subsection (c) of this Section, to Executive's wife, if any, if she shall survive Executive, and upon her death thereafter prior to the receipt of all payments, or in the event that Executive's wife, if any, shall not survive Executive, such remaining payments be made to the Executive's then living issue, per stirpes; and, in default of such issue of Executive, to the then living issue of the Executive's sister, Peggy Block Danzinger, per stirpes. If any such installment, or part thereof, shall be payable to an individual then under the age of twenty-one years, the same shall be paid over to a Custodian for such person, under the New Jersey Uniform Gifts to Minors Act. The Custodian shall be Peggy Block Danzinger; and if she is unable or fails to qualify, or ceases for any reason to serve, as Custodian, then Executive's brother-in-law, Richard Danzinger, shall serve as Custodian in the place and stead of Peggy Block Danzinger; and if neither Peggy Block Danzinger nor Richard Danzinger shall be acting as such Custodian, then Manufacturer's Hanover Trust Company shall serve as successor Custodian.

(b) The annual amount shall be equal to one-half of the average annual salary of Executive for those three years of his employment by the Company in which Executive was paid the highest amount of salary, not including, however, in the computation of such annual amount any increase in Executive's salary during those three highest salaried years other than an increase attributable to the cost-of-living adjustment provided in subsection
(c) of Section 6.

(c) The payments provided for in subsection (a) of this
Section shall continue for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive shall have been employed as a full time management executive by the Company (including any predecessor). For the purposes of this Agreement, it is acknowledged and agreed that Executive's employment as a full time management executive by the Company commenced on May 13, 1968 and has continued uninterrupted to the date hereof.

11. Executive agrees that, unless the Company shall consent thereto, he will not at any time during his employment by the Company engage in any activity which shall be substantially competitive with any business then carried on by the Company. Executive shall be free, however, without such consent, to purchase and deal in, as investments or otherwise, stocks or other securities of any corporation, competitive or otherwise, generally traded in by the public, provided that Executive's ownership of shares of stock of any such competitive corporation shall not exceed one per cent of the outstanding shares of capital stock.

12. Wherever referred to herein, "Company" shall include all corporations more than fifty percent of the outstanding common stock of which is owned by the Company directly and/or through its subsidiaries.

13. This Agreement shall inure to the benefit f and be binding upon the successors and assigns of the Company upon any liquidation, dissolution or winding-up of the Company, or upon any sale of all or substantially all of the Company's assets, or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company.

14. This Agreement contains all of the covenants and agreements between the parties and all prior understandings and agreements relating to the subject matter herein are superseded and cancelled by this Agreement. This Agreement shall not be altered, modified, varied or amended except by an agreement in writing of like dignity, executed by both parties hereto.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers and

its corporate seal to be affixed and Executive has signed, sealed and delivered this Agreement as of the date first above written.

ATTEST:                                              BLOCK DRUG COMPANY, INC.


____________________________                  By________________________________
     John E. Peters                                        Leonard Block
       Secretary                                        Chairman of The Board

WITNESS:

____________________________ By________________________________ Thomas R.Block

EXHIBIT 10(k)

AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
LEONARD BLOCK
AND
BLOCK DRUG COMPANY, INC.

The Employment Agreement dated January 1, 1981 between Leonard Block (hereinafter called "Executive") and Block Drug Company, Inc. (hereinafter called "Company"), is hereby amended by deleting Paragraph 1.(a) on page 2 and substituting the following paragraph in lieu thereof.

1.(a) The Company hereby employs Executive until April 30, 1997, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection
(b) of this Section.

In all other respects, the provisions of the Agreement remain the same.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Amendment as of this 29th day of April, 1987.

ATTEST:                                              BLOCK DRUG COMPANY, INC.


____________________                                 BY:____________________
  John E. Peters                                              James Block
      Secretary                                          Chairman of the Board


WITNESS:

_____________________                                BY:_____________________
                                                             Leonard Block

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT entered into this 1st day of January, 1981 between BLOCR DRUG COMPANY, INC. a corporation of the State of New Jersey (hereinafter called "Company"), having its principal office at 257 Cornelison Avenue, Jersey City, flew Jersey 07302, and LEONARD BLOCK (hereinafter called "Executive"), residing in the City, County and State of, New York.

W I T N E S S E T H:

WHEREAS Executive has served as a major executive of the Company for many years and presently is serving as the Chairman of the Board of the Company; and WHEREAS the Company has determined that it would be in the best interests of the Company and its stockholders that the Company assure itself of the continued services of Executive and his specialized knowledge and unusual abilities with respect to the business and affairs of the Company; and WHEREAS Executive is willing to enter into an Agreement with the Company for his exclusive services as a management executive on a full time basis or as an employee performing special management services with respect to the business and affairs or the Company; and

WHEREAS the Board of Directors of the Company has approved the terms and conditions respecting the Executive's employment set forth herein and has authorized the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants hereinafter contained and other good and valuable consideration, the Company and Executive hereby agree as follows:

1. (a) The Company hereby employs Executive during the period beginning on the date hereof and ending on December 31, 1990, or until such later date as Executive's employment may be terminated in accordance with the provisions of subsection (b) of this Section.

(b) Executive, at any time that he is serving the Company as a management executive on a full time basis (i) may give the Company written notice, effective as of the first date of the month specified in such notice that Executive shall thereafter be employed as an executive of the Company rendering advice and counsel to the senior officers and the Executive Committee of the Company and handling special assignments (herein such role is referred to as "a special management executives); or (ii) if his physical or mental condition shall preclude his performing the duties of a management executive on a full time basis, Executive shall thereafter serve as a special management executive. Executive shall be employed as such special management executive for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive was employed by the Company (including any pre decessor) on a full time basis as a management executive, or until the death of Executive, if such death shall occur prior to the end of such period of years.

2. When he is serving as a full time management executive:

(a) The duties required of Executive shall be of a management executive nature similar in type and character to those duties heretofore and now being performed by him and shall include specifically domestic and foreign travel and maintenance of Company, employee, industry, trade and customer relations, including such entertainment in accordance with Executive's position and responsibilities as may be appurtenant to the performance of such duties.

(b) Executive will be permitted vacation periods each year similar to those taken in the past and as are customary for executives holding a position of similar status and responsibility.

(c) Executive will devote his entire time and attention during usual business hours to the business of the Company, subject to the following exceptions:

(i) During vacation periods and periods of illness or other incapacity.

(ii) Executive shall have the right to make and supervise his and his family's personal investments or to serve as: (A) an officer or director of any other company, corporation or business organization, provided that the same is non-competitive in any substantial respect with the business engaged in by the Company; (B) a fiduciary of an estate or a trust for the benefit of a member of his or his wife's family or a friend; or (C) an officer or director of, and/or to render services to, any civic, charitable, educational, eleemosynary or similar organizations or activity.

3. When he is serving as a special management executive, Executive shall only be required to perform such duties as his health permits. Among other things, Executive shall be available to serve, if appointed, as a member of the Executive Committee of the Company and any committees administering incentive and retirement plans for employees of the Company, and to study, evaluate and make recommendations with respect to the Company's marketing plans, advertising campaigns, and proposed acquisitions. While Executive is employed as a special management executive he shall not be required to be present at any office of the Company on a regular basis, and he shall have the right to vacation and to travel as he sees fit so long as when he is absent from the Metropolitan New York, New Jersey area, he is available for consultation by telephone, telegram, or cable and materials and documents can be sent to him for his review and consideration.

4. Executive will be provided at all times, whether he is employed on a full time basis or IS a special management executive, with suitable executive office space and secretarial services and staff assistance.

5. Executive hereby accepts the employment contemplated in this Agreement and agrees to perform the duties required of him hereunder. If elected thereto, Executive will serve as an officer or director of the Company without additional compensation, except that in the event that any such company shall pay fees to the management members of its Board of Directors or fees to any members of any committee of such directors of which Executive may be a member, then Executive shall be entitled to retain the same.

(a) So long as Executive is a full time management executive, the Company will pay to Executive an annual salary of not less than $209,242 (Two Hundred Nine Thousand Two Hundred Forty-Two Dollars), in equal monthly installments on the first day of each month. It is understood that the annual salary payable to Executive may be adjusted from time to time, in the sole discretion of the Company; provided, that in no event will such annual salary be less than $209,242 (Two Hundred Nine Thousand Two Hundred Forty-Two Dollars) (before reflecting any cost-of-living increase provided for in subsection (c) of this Section).

(b) The annual salary payable to Executive for his services as a special management executive shall be one-quarter of the rate of annual salary payable to Executive for his services as a full time management executive as of the date that the nature of Executive's employment shall change from that of a full-time management executive to a special management executive.

(c) The National B.L.S. Index (B.L.S. Consumer Price Index as published by the Bureau of Labor Statistics, U.S. Department of Labor 1967 equals 100), last issued prior to the date hereof, was 256.2. If during the employment period the B.L.S. Index shall rise to 269.0, the minimum annual salary being paid to Executive hereunder for his services as a full time management executive shall be increased by $10,462 (5% of $209,242) and on each subsequent increase or decrease of five (5%) percent in such Index, such minimum annual salary shall be increased or decreased (but not below $209,242) by an amount equal to five (5%) percent thereof.

7. Anything to the contrary hereinbefore stated notwithstanding, if the Company continues or adopts any plan or plans of any sort or nature including but without limiting the generality of the foregoing, pension plans, profit-sharing plans, bonus plans, stock option plans or insurance plans by the terms of which Executive would be eligible to participate therein, then Executive, in whichever capacity he is employed by the Company,

shall have the right to participate therein and shall be entitled to receive all emoluments or benefits as may be provided thereunder, in addition to all of Executive's other rights and benefits hereunder.

8. The Company recognizes that Executive has made and will make out of his own personal funds certain minor expenditures for entertainment and the like necessary in carrying out his duties hereunder. Notwithstanding this recognition by the Company of the necessity thereof, Executive agrees that the Company will not reimburse him for such expenditures made by him personally.

9. On December 31, 1990, if Executive is then living and is still serving as a full time management executive, he will, in good faith, first negotiate for the continuation of his employment by the Company before accepting employment elsewhere.

10. (a) In the event of the death of Executive at any time after the date of this Agreement, before, on or after December 31, 1990, whether or not Executive is employed by the Company in any capacity at the time of his death, the Company will pay the annual amount determined as provided in subsection (b) of this Section, in equal monthly installments commencing with the month immediately following that in which Executive's death shall have occurred, for the period of years computed as provided in subsection (c) of this Section, in equal shares to the acting trustees of the trust for the primary benefit of Executive's daughter, Peggy Block Danziger, and her descendants under an Indenture of Trust dated August 7, 1957, as amended (or, if the said trust shall have terminated, to the persons who shall have succeeded to the principal of such trust, in proportion to their respective interests in such principal), and to the acting trustees of the trust for the benefit of Executive's son, Thomas Block, and his descendants under an Indenture of Trust dated August 7, 1957, as amended (or, if the said trust shall have terminated, to the persons who shall have succeeded to the principal of such trust, in proportion to their respective interests in such principal). Executive shall not have the right to change the payees provided for herein.

(b) The annual amount shall be equal to one-half of the average annual salary of Executive for those

three years of his employment by the Company in which Executive was paid the highest amount of salary, not including, however, in the computation of such annual amount any increase in Executive's salary during those three highest salaried years other than an increase attributable to the cost-of-living adjustment provided in subsection (c) of Section 6.

(c) The payments provided for in subsection (a) of this Section shall continue for a period of years, not in excess of twenty, equal to one-half of the number of full years that Executive shall have been employed as a full time management executive by the Company (including any predecessor). For the purposes of this Agreement, it is acknowledged and agreed that Executive's employment as a full time management executive by the Company commenced on June 1, 1933 and has continued uninterrupted to the date hereof.

11. Executive agrees that, unless the Company shall consent thereto, he will not at any time during his employment by the Company engage in any activity which shall be substantially competitive with any business then carried on by the Company. Executive shall be free, however, without such consent, to purchase and deal in, as investments or otherwise, stocks or other securities of any corporation, competitive or otherwise, generally traded in by the public; provided that Executive's ownership of shares of stock of any such competitive corporation shall not exceed one per cent of the outstanding shares of capital stock.

12. Wherever referred to herein, "Company" shall include all corporations more than fifty percent of the outstanding common stock of which is owned by the Company directly and/or through its subsidiaries.

13. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company upon any liquidation, dissolution or winding-up of the Company, or upon any sale of all or substantially all of the Company's assets, or upon any merger or consolidation of the Company with or into any other corporation, all as though such successors and assigns of the Company and their respective successors and assigns were the Company.

14. This contract contains all of the covenants and agreements between the parties and shall not be altered, modified, varied or amended except by an agreement in writing of like dignity, executed by both parties hereto.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers and its corporate seal to be affixed and Executive has signed, sealed and delivered this Agreement as of the date first above written.

ATTEST:                                              BLOCK DRUG COMPANY, INC.


__________________________                          By:________________________
    John E. Peters                                            James Block
         Secretary                                              President

WITNESS:

___________________________ By:_________________________ John E. Peters Leonard Block

EXHIBIT 10(l)

DATED January 1998

(1) STAFFORD-MILLER LIMITED
(2) JAMES RIGBY

EMPLOYMENT AGREEMENT

Baker & McKenzie
100 New Bridge Street
London EC4V 6JA

(0171) 919 1000

CONTENTS

Page

1. Appointment..................................................... 1
2. Commencement and Duration of Employment......................... 2
3. Duties.......................................................... 2
4. Exclusivity of Service.......................................... 3
5. Remuneration.................................................... 4
6. Expenses........................................................ 5
7. Car............................................................. 5
8. Place of Work................................................... 5
9. Holidays........................................................ 6
10. Incapacity...................................................... 6
11. Pension......................................................... 7
12. Reasonableness of Restrictions.................................. 8
13. Confidentiality................................................. 8
14. Intellectual Property........................................... 9
15. Grievances and Discipline....................................... 9
16. Summary Termination............................................. 10
17. Office Holdings.................................................. 10
18. Non Interference................................................. 11
19. Notice of Termination............................................ 12
20. Severance Entitlements........................................... 13
21. Termination due to Change of Control............................. 13
22. Change of Control................................................ 14
23. Further Provisions Regarding Change of Control................... 16
24. Effect of Termination............................................ 17
25. Severability..................................................... 17
26. Earlier Agreements............................................... 18
27. Notices.......................................................... 18
28. Governing Law.................................................... 18

THIS AGREEMENT is made on the __ day of January 1998

BETWEEN

(1) STAFFORD-MILLER LIMITED, a company registered in England, whose registered office is at Broadwater Road, Welwyn Garden City, Herts AL7 3SP, ("the Company"); and

(2) JAMES RIGBY of Whitespar, Queen Hoo Lane, Tewin, Herts AL6 OLT ("the Executive");

WHEREAS, the Company is a wholly-owned subsidiary of Block Drug Company, Inc., 257 Cornelison Avenue, Jersey City, New Jersey 07302, USA ("Block").

WHEREAS, the Executive is the Managing Director of the Company and a member of the Company's Board of Directors ("the Board").

WHEREAS, the Company's Managing Director reports directly to Block's President Europe.

WHEREAS, the Board and Block's Office of the Chief Executive respectively have approved the terms of this Agreement.

IT IS HEREBY AGREED as follows:-

1. Appointment

This Agreement confirms and records the terms and conditions of service on which the Company employs the Executive and the Executive serves the Company as its Managing Director ("the Employment").

2.         Commencement and Duration of Employment

2.1        The  Employment  commenced on 22 March 1976,  and the  Executive  was
           appointed  as the  Managing  Director  of the  Company on 1 September
           1991.

2.2        The Employment  shall continue  hereafter until  terminated by either
           party in accordance with the provisions of this Agreement.

3.         Duties

3.1        The Executive  shall be employed in the post of Managing  Director of
           the Company in which capacity he shall devote all his time, attention
           and  skill  to  his  duties  hereunder,   and  shall  faithfully  and
           diligently  perform such duties and exercise  such powers  consistent
           therewith  for the benefit of the Company as may from time to time be
           assigned to or vested in him by the Board or the President Europe.

3.2        The Company reserves the right to assign to the Executive duties of a
           different  nature,  either additional to or instead of those referred
           to in  Clause  3.1  above,  as  part  of  the  Employment,  it  being
           understood  that he will  not be  assigned  duties  which  he  cannot
           perform or which are not reasonably commensurate with the duties of a
           senior management executive.  This provision is subject to any rights
           which  the  Executive  may have in the  circumstances  of a Change of
           Control pursuant to Clause 23(1)(a) below.

3.3        The  Executive  shall obey the  reasonable  and lawful  orders of the
           Board  and/or the  President  Europe,  and shall  comply with all the
           Company's rules,  regulations,  policies and procedures applicable to
           its senior executives from time to time in force.

3.4        The  Executive  may be required in pursuance of his duties to perform
           services  not  only  for the  Company  but  also  for  Block  and its
           affiliated companies ("Affiliates"), and,

           without further  remuneration,  to accept any office or position with
           Block or any of its Affiliates  which is consistent with his position
           with  the  Company,  as Block or the  Company  may from  time to time
           reasonably require. This provision is subject to any rights which the
           Executive  may  have in the  circumstances  of a  Change  of  Control
           pursuant to Clause 23(1)(a) below.

3.5        The Executive  shall work such hours as are reasonably  necessary for
           the proper  performance  of the duties of the  Employment and to meet
           the  needs of the  Company's  business.  The  Executive  shall,  as a
           minimum,  observe the normal daily working  times  applicable as laid
           down by the Company from time to time.

4.         Exclusivity of Service

4.1        During the  Employment  the  Executive  shall not  (without the prior
           written  consent of the Board or the  President  Europe)  directly or
           indirectly,  either  on his own  account  or on  behalf  of any other
           person, company, business entity or other organisation,  engage in or
           be concerned with (whether as an employee,  officer, director, agent,
           partner,  consultant or otherwise) any other business,  or accept any
           other  engagement or public office,  save that the Executive may hold
           for  personal  investment  purposes up to 5% of any  securities  in a
           company  the  securities  of which are quoted on a  recognised  Stock
           Exchange.

4.2        Subject to any written  regulations  issued by the Company  which are
           applicable to him, the Executive or his immediate relatives shall not
           be entitled to receive or obtain directly or indirectly any discount,
           rebate,  commission  or other  benefit  in  respect  of any  business
           transacted  (whether or not by him) by or on behalf of the Company or
           any Affiliate  and if he, his  immediate  relatives or any company or
           business  entity  in  which  he  is  interested,  shall  directly  or
           indirectly  obtain any such  discount,  rebate,  commission  or other
           benefit he shall  forthwith  account to the Company or Affiliate  for
           the amount received or value of the benefit so obtained.

4.3        The  Executive  confirms  he has  disclosed  fully to the Company all
           circumstances  in  respect  of which  there is, or there  might be, a
           conflict of interest  between the Company or any  Affiliate,  and the
           Executive or his immediate relatives, and he agrees to disclose fully
           to the  Company  any such  circumstances  which may arise  during the
           Employment.

5.         Remuneration

5.1        The   Company   shall  pay  to  the   Executive   a  base  salary  of
           (pound)172,590.00 (One hundred and seventy-two thousand, five hundred
           and ninety  pounds)  per annum,  payable  monthly in arrears by equal
           instalments.  It is  understood  the  annual  salary  payable  to the
           Executive may be adjusted from time to time in the sole discretion of
           Block and the  Company,  provided  that in no event will such  annual
           salary be less than the aforesaid amount. The Executive's salary will
           be subject to regular  reviews in the same  manner and  applying  the
           same factors used by the Company when  reviewing  the salaries of its
           other senior executives.

5.2        If the Company  adopts or provides any executive or employee  benefit
           plans of any sort or  nature  including,  but  without  limiting  the
           generality  of  the  foregoing,   pension,   profit  sharing,  bonus,
           disability  or other  insurance  plans,  by the  terms  of which  the
           Executive would be eligible to participate  therein,  then during the
           Employment  hereafter  the  Executive  shall  have  the  right  so to
           participate  and to receive  any and all  benefits as may be provided
           thereunder  to  other  Company  senior  executives.  Further,  it  is
           specifically intended that the Executive's participation in the Block
           Drug Executive Incentive Plan and Special Stock Unit Plan, and in the
           Company's  Medical,  Disability  Insurance and Death-in  Service Life
           Assurance Plans shall continue during the Employment,  subject always
           to the  rules  and  continuance  of each  such  Plan  and also to the
           provisions of this Agreement. Subject to the above, those benefits in
           respect  of  which  the  Executive  is  fully  vested  shall  not  be
           retrospectively reduced.

6.        Expenses  The  Company  shall  reimburse  to  the  Executive  (against
          receipts  or other  satisfactory  evidence)  all  reasonable  business
          expenses  properly  incurred  and defrayed by him in the course of the
          Employment,  subject to his  compliance  with the Company's  rules and
          policies relating to expenses and their approval.

7.         Car

7.1        The Executive  will have the use of a Company  leased 1994 Jaguar XJ6
           4.0 motor car for the purpose of the Employment. The Company shall be
           responsible for any vehicle and road tax,  comprehensively insure the
           car, and pay or reimburse  the  Executive  (as  appropriate)  against
           receipts or other appropriate evidence, for all maintenance,  repairs
           and other  running  costs  thereof and fuel used by it. The Executive
           shall be entitled,  without charge,  to reasonable use of the car for
           his private purposes. The Executive's use of the motor car is subject
           to his compliance with the Company's car policy and other  reasonable
           Company requirements relating thereto from time to time in force.

7.2        The  motor car may be  replaced  from time to time with such make and
           type of motor car of similar  value as the  Company  shall  determine
           (after  consultation  with the  Executive),  in  accordance  with the
           Company's car policy from time to time in force.

8.        Place  of Work  The  Executive's  normal  place  of work  shall be the
          Company's  offices at Welwyn  Garden City,  or such other place in the
          United Kingdom as the Company may subsequently  advise him (whether on
          a temporary or permanent  basis).  If the Executive should be required
          to relocate his home in order to work at different  Company offices he
          will  be  eligible  for  relocation   assistance  in  accordance  with
          applicable Company policy and guidelines in force at such time. In the
          performance of his duties hereunder, the Executive will be required to
          travel on a regular  basis  both  throughout  the United  Kingdom  and
          internationally.  This  provision  is subject to any rights  which the
          Executive  may  have  in the  circumstances  of a  Change  of  Control
          pursuant to Clause 23(1)(b) below.

9.         Holidays

9.1        The Executive  shall be entitled,  in addition to the normal bank and
           public holidays observed in England, to 25 working days' holiday with
           normal  pay in each year,  to be taken at such  times and  periods as
           shall be approved in advance by the President Europe.

9.2        There shall be no entitlement  to any  carry-over of untaken  holiday
           leave from one year to the next, or to pay in lieu thereof, save with
           the prior and express written consent of the President  Europe.  Such
           consent of the President  Europe shall not be unreasonably  withheld,
           particularly  in cases where holiday leave is untaken due to needs of
           the business.

9.3        During the final calendar year of the Employment,  holiday leave will
           accrue  pro rata  according  to  completed  months  of  service.  The
           Executive  shall be  entitled  to be paid in respect of any  holidays
           accrued  during the final  calendar  year of service but not taken at
           the date of termination of his  employment  hereunder,  provided that
           such termination

           has not occurred pursuant to Clause 16 below.

10.        Incapacity

10.1      In case the  Executive  shall at any time be  prevented  by illness or
          accident or other  incapacity  from  attending  work  and/or  properly
          performing  his duties  hereunder  (and he shall,  whenever  required,
          furnish  the  President  Europe  or his  designate  with  satisfactory
          medical evidence of such incapacity),  he shall be eligible to receive
          Company sickness  benefit  (inclusive of Statutory Sick Pay) according
          to the aggregate  length of his  continuous  service with the Company,
          for such period as he shall be so  incapacitated  but not exceeding 10
          working days for each year of such continuous  service up to a maximum
          of 130 working days. Provided always that the Company sickness benefit
          for any period of illness, accident or incapacity shall be reduced (a)
          by the number of days in respect of which the Executive  shall receive
          such  benefit  during the  period of  twenty-four  months  immediately
          preceding such period of sickness,  and (b) by the amount of any State
          benefit(s) claimable by the Executive in respect of such absence.

10.2       The continued  provision to the Executive of Company sickness benefit
           under Clause 10.1 above,  or his  eligibility  to  participate in the
           Company's  Disability Insurance Plan referred to in Clause 5.2 above,
           will  always be  subject  to the  Company's  right to  terminate  the
           Employment at any time and for whatever  reason,  pursuant  either to
           Clause 16 or 19 below as the case may be.

10.3       The  Company  may,  at its  expense  and at any time  (whether or not
           Executive is then  incapacitated)  require the Executive to submit to
           medical examinations and tests by doctor(s) nominated by the Company.
           The Executive  hereby  authorises  such  doctor(s) to disclose to and
           discuss with the Company,  Block and its or their medical  adviser(s)
           the results of any such  examinations and tests. Any such disclosures
           shall be contemporaneously provided to the Executive or his doctor.

11.        Pension

11.1       The   Employee   shall  be   entitled  to  remain  a  member  of  the
           non-contributory  Stafford-Miller Ltd Pension Fund, subject always to
           the rules and conditions of the Fund.

11.2       There is presently a contracting-out  certificate in respect of SERPS
           in force in  relation  to the  Employment  under UK  social  security
           legislation.

12.       Reasonableness  of Restrictions  The Executive  acknowledges  that his
          senior position within the Company gives him access to and the benefit
          of  confidential  commercial  information  which is  important  to the
          continued  success of the Company and its  Affiliates.  The  Executive
          further acknowledges that his senior position gives him direct contact
          with  customers,   suppliers,   distributors,   agents,  officers  and
          employees  of the  Company and  Affiliates.  The  Executive  therefore
          confirms  that the  provisions  contained in or referred to in Clauses
          13, 14 and 18 below are reasonable in their  application to him, being
          reasonable and necessary for the protection of the legitimate business
          interests  of the  Company  and its  Affiliates  both during and after
          termination of the Employment.

13.        Confidentiality

13.1       The Executive  shall  neither  during the  Employment  (except in the
           proper  performance  of his duties) nor at any time  (without  limit)
           after the termination thereof, directly or indirectly:

13.1.1    use for his own  purposes  or those of any  other  person,  company,
          business entity or other organisation whatsoever, or

13.1.2    disclose to any person, company, business entity or other organisation

           whatsoever,

           any trade secrets or confidential  business  information  relating or
           belonging to the Company or any of its Affiliates,  including but not
           limited to any such information relating to customers, customer lists
           or requirements,  supplier dealings and arrangements,  price lists or
           pricing structures,  sales and marketing information,  business plans
           or  dealings,  employees  or  officers,  source  codes  and  computer
           systems,   software,   financial   information  and  plans,  designs,
           formulae,  prototypes,  product lines, services, research activities,
           any document marked "Confidential" (or with a similar expression), or
           any information  which the Executive has been told is confidential or
           which  he  might  reasonably  expect  the  Company  would  regard  as
           confidential,  or any information which he is aware has been given to
           the Company or any of its  Affiliates  in  confidence  by  customers,
           suppliers or other persons.

13.2       The  obligations  contained in Clause 13.1 above shall cease to apply
           to any information or knowledge which may subsequently  come into the
           public domain other than by way of unauthorised disclosure.

14.       Intellectual  Property The Executive  shall  promptly  disclose to the
          Company  and keep  confidential  all  inventions,  copyright  works or
          designs conceived or developed by him, acting alone or with others, in
          the  course  of the  Employment.  The  Executive  will  hold  all such
          intellectual  property in trust for the Company and will do everything
          deemed  necessary  or  desirable  by the  Company,  at  the  Company's
          expense,  in  order  to vest the  intellectual  property  fully in the
          Company  or  to  secure   appropriate  forms  of  protection  for  the
          intellectual  property.  All decisions as to the  exploitation  of any
          such intellectual  property shall be in the absolute discretion of the
          Company.

15.        Grievances and Discipline

15.1       If the Executive wishes to seek redress of any grievance or complaint
           relating to the  Employment  he should  refer such  grievance  to the
           President  Europe in the first  instance  and,  failing  satisfactory
           resolution,  thereafter  in  writing  to  the  Office  of  the  Chief
           Executive of Block.

15.2       Whilst there is no formal  disciplinary  procedure  applicable to the
           Executive,  he will be  expected  to  demonstrate  high and  exacting
           standards  of  work  performance  and  ethical  conduct  both  in his
           business  and  personal  dealings (in so far as the latter may affect
           the Company or its reputation).

16.        Summary Termination

16.1       If the Executive shall be guilty of any gross misconduct or any other
           serious  breach or material  non-observance  of any of the express or
           implied terms and conditions of this  Agreement,  including  material
           neglect  or  material  failure  or  refusal  to carry out the  duties
           properly assigned to him hereunder,  or if he shall by his actions or
           statements   damage  the  Company's  name,   business   interests  or
           reputation, then the Company shall be entitled summarily to terminate
           the  Employment  without  notice or further  payment to the Executive
           (beyond  remuneration and benefits,  including holiday pay, up to the
           effective date of such termination).

16.2       If the  Executive  shall have been absent from work due to ill health
           or other incapacity for a period or periods in aggregate totalling 26
           weeks in any twelve month period,  then the Company shall be entitled
           summarily to terminate the Employment without any period of notice or
           any payment in lieu thereof.

17.        Office Holdings

17.1       The Executive shall forthwith in writing resign with immediate effect
           from all  directorships,  trusteeships  and other offices he may hold
           from  time  to  time  with  the  Company  or any  Affiliate,  without
           compensation for loss of office, in the event of:

17.1.1     the termination of the Employment; or

17.1.2     either the Company or the  Executive  serving on the other
           notice of termination of the Employment.

17.2       In the event of the Executive  failing to comply with his obligations
           under Clause 17.1. above, he hereby irrevocably  authorises the Board
           to  appoint  some  person  in his name and on his  behalf  to sign or
           execute any documents  and/or do all things necessary or requisite to
           give effect to such resignations as referred to in Clause 17.1 above.

18.        Non Interference

18.1       Upon the  termination of the Employment by either party in accordance
           with this  Agreement,  other than due to the  voluntary or compulsory
           liquidation of the Company (not being a voluntary liquidation for the
           purpose of reconstruction  or amalgamation) or the  discontinuance by
           the Company of its business,  the Executive shall not for a period of
           twelve  months  immediately  following  the  effective  date  of such
           termination:

           (a)        either on his own behalf or on behalf of any other person,
                      firm or company, seek to obtain orders in respect of goods
                      or services of a similar  description to those dealt in or
                      provided by the Company or any Affiliate, from any person,
                      firm or company who at the date of or within the period of
                      twelve months prior to  termination  of this Agreement was
                      to the knowledge of the Executive a

                      customer of or in the habit of dealing with the Company or
                      Affiliate  (as the case may be); or

           (b)        represent  himself as being in any way connected or having
                      formerly been connected with or interested in the business
                      of the Company  (other than for the purpose of prospective
                      job applications); or

           (c)        interfere or seek to  interfere  with the  continuance  of
                      supplies to the Company or any  Affiliate (or the terms of
                      such  supplies)  from any  supplier  who  shall  have been
                      supplying  components  or  materials  or  services  to the
                      Company or  Affiliate  at any time  during the last twelve
                      months of the Employment; or

           (d)        solicit,  entice or  persuade  (or  attempt  so to do) any
                      employees of the Company of a managerial, executive, sales
                      or technical grade to leave the Company's employ,  whether
                      or not any breach of contract is thereby occasioned.

19.        Notice of Termination

19.1       Subject to Clause 16 above,  the  Company is  required to give to the
           Executive  three  months'  prior  written  notice  to  terminate  the
           Employment,  and  similarly  the Executive is required to give to the
           Company  three   months'  prior  written   notice  to  terminate  the
           Employment.  Such notice of termination  may be given by either party
           at any time.

19.2       The Company may also, in its absolute discretion:

           (i)        give to the Executive compensation for loss of all or part
                      of any period of notice,  whether  such notice is given by
                      the Company or the Executive (See Clause 19.3 below);

           (ii)       require the Executive not to attend at work during any
                      period of notice given

                      by the Executive or the Company,  provided always that the
                      Company shall continue to pay the Executive's  base salary
                      and provide all contractual benefits during such period.

19.3       If the Company (i) terminates  the  Employment  without giving to the
           Executive  all or any part of the  period of the said  three  months'
           notice which it is required to give, or (ii) exercises its discretion
           to give Executive  compensation for loss of all or part of any period
           of notice given by Executive or the Company,  then the Executive will
           be  entitled to receive a payment of  compensation  in respect of the
           period  concerned  equal to the sum which would have been  payable to
           Executive as base salary less regular  deductions during such period.
           In  addition,   the  Company  will  maintain  the  employee  benefits
           enumerated in Clauses 5.2 and 7 above for such period, subject to the
           rules of the respective benefit plans permitting such treatment.

19.4       The  provisions of this Clause 19 are without  prejudice to the right
           of the  Company  to  terminate  the  Executive's  employment  without
           notice,  and without any compensation,  in the event that Executive's
           employment  is  terminated  pursuant  to any  provision  of Clause 16
           above.

20. Severance Entitlements In addition to any compensation paid pursuant to Clause 19.3 above, in the event of termination of the Executive's employment by the Company (excluding termination due to retirement or because of the Executive's permanent disability as that term is defined in the Company's Disability Insurance Plan), the Company will thereafter continue to pay to the Executive at regular intervals as determined by the Company and less any deductions as are required by law, termination compensation payments equal to fifty percent (50%) of the Executive's Base Compensation (as defined below) in effect as of the effective date of such termination, for a period not to exceed five years from the effective date of termination, or until the Executive attains the age of 65, or death, whichever occurs sooner, provided that (1) no such payments shall be made if the Employment is terminated pursuant to any provision of Clause 16 above, and (2) payments under this Clause 20 will cease and no further payments will be made if following termination of the Employment the Executive shall act, or engage in or undertake any activity in breach of Clause 18 above.

21.       Termination  due to Change of Control If the  Employment is terminated
          as a result  of the  circumstances  described  in Clause 22 below as a
          "Change of  Control",  the  Executive  will be entitled to receive the
          following termination payments and benefits for a period not to exceed
          five years from the effective date of such  termination,  or until the
          Executive attains the age of 65, or death, whichever occurs sooner, at
          which time such  payments and benefits  shall cease:  (i)  termination
          compensation  payments equal to fifty percent (50%) of the Executive's
          Base Compensation (as defined below), (ii) the maintenance of benefits
          under any of the employee benefit plans described in Clause 5.2 above,
          (subject  to the  rules  and  continuation  thereof)  and (iii) if any
          benefits  under such plans are not fully  vested or  exercisable,  the
          Company or Block will, if permissible  under the plan rules, deem such
          benefits to be fully vested with any payments being made in accordance
          with the provisions of the relevant benefit plan in effect at the time
          of vesting. The termination  compensation payments under (i) aforesaid
          will be made at regular  intervals  as  determined  by the Company and
          less any deductions as are required by law. Payments under this Clause
          21 will  cease  and no  further  payments  will be made if,  following
          termination  of the  Employment as a result of a Change of Control (as
          defined below),  the Executive shall act or engage in or undertake any
          activity in breach of Clause 18 above.

22.        Change of Control

22.1       If there is a Change of Control  (as  defined  in this  Clause 22) in
           relation to the Company or Block at any time after the Effective Date
           of  this  Agreement  and  the  Company  or  any  successor   employer
           terminates   the   Employment  for  any  reason  (but  excluding  any
           termination  under  Clause 16 above or as a result  of the  permanent
           disability  or  retirement  of the  Executive),  or if the  Executive
           terminates  the  Employment for Good Reason as defined in this Clause
           22, at any time during a period which runs  continuously  from a date
           180 days  (including  weekends) prior to the completion of the Change
           of  Control  to a date  which is three  years  immediately  after the
           completion of the said

           Change of Control,  then in either such case the  Employment  will be
           deemed to have been terminated because of the Change of Control.

For the purpose of this Agreement:

22.2      (a)         "Base  Compensation"  shall mean the  aggregate of the
                      remuneration paid to the Executive in accordance with this
                      Agreement during the twelve month period immediately prior
                      to (i) a Change of Control, or (ii) the termination of the
                      Employment, whichever is the higher; plus

           (b)        the  average   annual  Block   Executive   Incentive  Plan
                      bonus(es)  paid to the  Executive  during  the three  year
                      period  immediately  prior to (i) a Change of Control,  or
                      (ii) the termination of the  Employment,  whichever is the
                      higher.

22.3       "Block Group" shall include any direct  descendant of Alexander Block
           ("the Block  Family"),  any trust created for the benefit of a member
           of the Block  Family,  and any  entity or company  controlled  by the
           Block Family and/or in which the Block Family has Voting Control.

22.4       "Change of Control"  shall be deemed to occur upon the  happening  of
           any event in which the Block Group ceases to hold beneficially and of
           record more than fifty percent (50%) of the Voting  Control of Block,
           the Company or any successor  company,  or where all or substantially
           all of the assets of Block, the Company, or any successor company are
           sold,  transferred  or  otherwise  conveyed to an entity in which the
           Block Group does not have Voting  Control.  For the  purposes of this
           Agreement,  Voting  Control  shall mean the  right,  in each class of
           voting  stock,  to cast more than fifty percent (50%) of the votes on
           each matter for which a shareholder vote is required or permitted.

22.5      "Good Reason" for termination by the Executive shall be deemed to have
          occurred if:

           (a)        without the express written consent of the Executive, any
                      of the events listed in Clauses 23.1 below should occur;
                      and

           (b)        the Executive  promptly  serves on the Company a notice of
                      termination  for any of the reasons listed in Clauses 23.1
                      below,  citing  any one or more of such  events  occurring
                      within the time period set forth in Clause 22.1 above.

22.6       "Effective Date" shall mean the date of this Agreement.

23.        Further Provisions Regarding Change of Control

23.1      The events  constituting  Good Reason as referred to in Clause 22.5(a)
           shall be as follows:

     (a)  assignment to the Executive of duties which are inconsistent  with the
          Executive's   position   with  the  Company  or  which   constitute  a
          significant reduction in the Executive's authority,  responsibilities,
          or status,  or any  demotion of the  Executive by the Company from any
          office or titled managerial  position held by the Executive prior to a
          Change of Control or within the time period  described  in Clause 22.1
          above,  except  if  the  Employment  is  terminated  pursuant  to  any
          provision  of  Clause  16  above  or as a  result  of the  Executive's
          permanent disability or retirement; or

     (b)  the Company  requires the  Executive  to be based  outside a radius of
          more than thirty-five (35) miles from the Executive's  principal place
          of  employment  on the date of a Change of  Control or within the time
          period described in Clause 22.1 above; or

(c) any reduction by the Company in (i) the Executive's Base Compensation or (ii) the Executive's eligibility to participate in any Company bonus or other employee benefit plan in which he was entitled to participate immediately prior to a Change of Control or within the time period described in Clause 22.1 above (but excluding any such benefit plan(s) which the Company or Block may terminate or cease generally for all participants); or

(d) a material reduction in the Executive's bonuses and/or employee benefits in effect immediately prior to a Change of Control or within the time period described in Clause 22.1 above. For the purposes of this subsection, a material reduction in Company bonuses and/or employee benefits in any year shall be deemed to have occurred if the aggregate amount of bonuses paid and/or value of employee benefits provided to Executive in any Block fiscal year is less than seventy-five percent (75%) of the highest aggregate amount of the

          Block  Executive  Incentive Plan bonuses paid and/or value of employee
          benefits  received  by the  Executive  during (i) any one of the three
          Block fiscal years immediately preceding the completion of a Change of
          Control,  or (ii) the first  complete  Block fiscal year following the
          completion of a Change of Control.

23.2       If termination of the Employment occurs on a Change of Control (other
           than if the  Employment is terminated  pursuant to Clause 16 above or
           as a  result  of  the  permanent  disability  or  retirement  of  the
           Executive),   the   Executive   shall  be  entitled  to  receive  the
           termination  benefits  under the Change of Control  Clauses 21 and 22
           above,  but in such  event the  Executive  shall not be  entitled  to
           receive any severance payments under Clause 20 of this Agreement. For
           the  avoidance of doubt,  any payment  under  Clauses 21 and 22 above
           would be in lieu of and not in  addition to payment  under  Clause 20
           above.

24. Effect of Termination

The termination of the Employment shall not prejudice any claim which either party may have against the other in respect of any antecedent breach of any provision hereof, nor shall it prejudice the continuance in force of any provision hereof which is intended to come into or continue in force on or after such termination.

25. Severability

The various provisions and sub-provisions of this Agreement are severable, and if any provision or sub-provision is held to be unenforceable by any court of competent jurisdiction than such unenforceability shall not affect the enforceability of the remaining provisions or sub-provisions in this Agreement.

26. Earlier Agreements

This Agreement takes effect in substitution for all previous agreements and arrangements, whether written, oral or implied, between the Company, Block and the Executive relating to the services of Executive, all of which agreements and arrangements shall be deemed to have been terminated by mutual consent as from the Effective Date of this Agreement.

27. Notices

Any notice to be given hereunder shall be in writing and be sufficiently served in the case of the Executive by being delivered either personally to him or sent by first class pre-paid post to his last known residential address, or in the case of the Company by being sent by registered post or recorded delivery addressed to its registered office. Any such notice shall be deemed served on delivery, or if so posted, shall be deemed served 48 hours after it was posted.

28. Governing Law

This Agreement and the Employment are subject to the laws of England, and its Courts and Tribunals shall have exclusive jurisdiction in resolving any disputes arising.

IN WITNESS whereof the parties hereto have executed the Agreement as a Deed the day and year first above written

SIGNED by ______________________
Director for and on behalf of the Company

SIGNED by the said Executive

and delivered as a Deed
in the presence of :

Exhibit 10(m)

CHANGE IN CONTROL AGREEMENT

This change in Control Agreement ("CIC Agreement") is made and entered into this Twenty-Fifth day of June, 1998 by and between Stafford-Miller Continental NV-SA (hereinafter referred to as the "Company"), Whose registered office is at Nijverheidsstraat 9, 2260 Oevel, Belgium and Claus E. Blach ("Executive") having an address at Kastanienweg 4, 64546 Walldorf, Germany.

STATEMENT OF FACTS

WHEREAS, the company is a wholly-owned subsidiary of Block Drug Company, Inc., 257 Cornelison Avenue, Jersey City, New Jersey 07302 ("Block").

WHEREAS, on January 30, 1990, the company and the Executive entered into a written agreement (hereinafter referred to as the "Agreement").

WHEREAS, the Executive has been appointed Managing Director of the Company.

WHEREAS, the Company is concerned that the possibility of a Change in Control (as hereinafter defined) might result in the departure of key individuals, including the Executive, which would be detrimental to the Company.

WHEREAS, the Company wishes to alleviate the Executive's concerns and ensure the continued attention, dedication and active participation of the Executive in the Company.

WHEREAS, the Executive is willing to continue to serve the Company but desires assurance that in the event of any Change in Control Executive will continue to have the same responsibility and status in the company.

WHEREAS in order to protect certain rights and benefits of the Executive in the event of a change in Control, the parties have agreed to enter into this CIC Agreement to provide for termination payments and benefits to the Executive upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereby agree as follows:

1. Definitions

For the purposes of this CIC Agreement:
1.1 "Affiliate" shall mean any entity which, directly or indirectly, owns or controls, is owned or controlled by, or is under common ownership or control with, the

Company;

"Base Compensation" shall mean the aggregate of:

a) the applicable director's fee, under Article 3 of the Agreement, paid to the Executive during the twelve (12) month period immediately prior to (1) a Change in Control, or (2) the termination of the Agreement, whichever is higher; plus

b) the average annual Executive Incentive Plan bonus(es) (under Article 4 of the Agreement) paid to the Executive during the three (3) year period immediately prior to (1) a Change in Control, or (2) the termination of the Agreement, whichever is higher; plus

c) an amount equal to the annualized value of the automobile provided to Executive. Based Compensation excludes all other benefits and allowances to which the Executive is contractually entitled and which are not listed above.

1.2 "Block Group" shall include any direct descendant of Alexander Block ("the Block Family"), any trust created for the benefit of a member of the Block Family

and any entity or company controlled, directly or indirectly, by the Block Family

and/or in which the Block Family has Voting Control (as hereinafter defined).

1.4 "Effective Date" shall mean the date of this CIC Agreement.

1.5 "Voting Control" shall mean the right, in each class of voting stock, to cast more than fifty (50%) percent of the votes on each matter for which a shareholder vote is required or permitted.

2. Termination for change in control

2.1 If the Agreement is terminated as a result of a Change in Control as defined in clause 3.1 below, or deemed terminated because of a Change in Control under the terms of Clause 3.2 below, the Executive will be entitled to receive the following termination payments and benefits for a period of five (5) years from the effective date of such termination (" Termination Date"), or until the Executive attains the age of sixty-five (65), or death, whichever occurs sooner, at which time such payments and benefits shall cease:

a) termination compensation payments equal to fifty percent (50%) of Executive's Base Compensation; and the maintenance of benefits under any benefit plan in place within the Company, including but without limiting the generality of the foregoing,

pension, profit sharing, bonus, disability, life, health or other insurance plans, to extent that the Executive participated at the Termination Date and subject to the rules and continuation of these plans.

2.2 If any benefits under the plans listed in 2.1 b) are not fully vested or exercisable at the Termination Date, the company or Block will, if permissible under the plan rules, deem such benefits to be fully vested as of the Termination Date with any payments being made in accordance with the provisions of the relevant benefit plan in effect at the time of vesting.

2.3 The termination compensation payments under Clause 2.1 above will be made at regular intervals as determined by the company, less any deductions required by law. Payments under this Section 2 will cease and no further payments will be made or owned if, following termination of the Agreement in a way that triggers the application of Clause 2.1, the Executive shall act or engage in or undertake any activity in breach of Section 6 or 8 below.

2.4 It is understood that this CIC Agreement is not intended to replace the Agreement and that the termination compensation payments under Clause 2.1 above are inclusive of any termination or severance allowance to which the Executive would be entitled by law or by the Agreement or any agreement with the

Company and /or Block other than this CIC Agreement. If such termination or

severance allowances would exceed the termination compensation payments under Clause 2.1 above, no payments will be made under Clause 2.1 above.

3. Change in Control

3.1 For the purposes of this CIC Agreement, "Change in Control" shall mean the happening of any event in which the Block Group ceases to hold beneficially and of record, directly or indirectly, more than fifty (50%) percent of the Voting Control of Block, the Company or any successor company, or where all or substantially all of the assets of Block, the Company, or any successor company are sold, transferred or otherwise conveyed to an entity in which the Block Group does not have Voting Control, directly or indirectly.

3.2 Notwithstanding Clause 7.1, if there is a Change in Control (as defined in Clause 3.1) in relation to the Company or Block at any time after the Effective Date of this CIC Agreement and the Company or any successor company terminates the Agreement for any reason (but excluding any termination for Cause, as described in Section 4, or as a result of the permanent disability or retirement of the Executive), or if the Executive terminates the Agreement for Good Reason as described in Section 5 at any time during a period which runs continuously from a date one hundred and eighty (180) calendar days prior to the completion of the

Change in Control to a date which is three (3) years immediately after the completion of the said Change in Control, then in either such case the Agreement will be deemed to have been terminated because of the Change in Control.

3.3 For the purposes of clarification, a change in control of the Company from one member of the Block group to another member of the Block group shall not constitute a Change in Control for the purposes of this CIC Agreement.

4. Termination of Clause

4.1 Termination of the Agreement "for Cause" shall be deemed to have occurred if the Agreement is terminated by the Company, pursuant to a notice of termination, for any of the reasons set forth in Clause 4.2

4.2 The termination of the Agreement by the Company for Cause shall be for nay of the following reasons:

4.2.1    the  deliberate  and  continued  failure by the  Executive  to
         devote  substantially  all the  Executive's  time and  efforts
         during  regular  business  hours  (other  than as a result  of
         illness, disability, force majeure or participation,  directly
         or indirectly, in any litigation or other dispute

         resolution arising out of or in any way related to Executive's
         serving the

         Company) to the performance of the  Executive's  normal duties
         for more than thirty (30) days after a demand for  substantial
         performance has been made to the Executive.  Such demand shall
         specifically  identify the manner in which the  Executive  has
         not substantially performed such duties; or

4.2.2    the  Executive's  being found  guilty of fraud,  embezzlement,
         dishonesty or  defalcation  in  connection  with his Agreement
         with or as a result of any one or more  transactions  with the
         Company; or

4.2.3    any gross misconduct or material neglect,  material failure or
         refusal  to carry  out the  duties  properly  assigned  to the
         Executive; or

4.2.4    the damaging by the Executive of the Company's name,  business
         interests  or  reputation  through his  actions,  omissions or
         statements; or

4.2.5    the  Executive's  absence from work due to ill health or other
         incapacity  for a period  or  periods  in  aggregate  totaling
         twenty-six (26) weeks in any twelve (12) month period.

5. Termination for Good Reason

5.1 "Good Reason" for termination of the Agreement by the Executive shall be deemed to have occurred if:

5.1.1    without the express written  consent of the Executive,  any of
         the events listed in Clause 5.2 below should occur; and

5.1.2    the  Executive  promptly  serves  on the  Company  a notice of
         termination  of the Agreement for any of the reasons listed in

Clause 5.2 below, citing any one or more of such events occurring within the time period set forth in Clause 3.2 above.

5.2 The events constituting Good Reason as referred to in clause 5.1.1 shall be as follows:

5.2.1    assignment to the  Executive of duties which are  inconsistent
         with the Agreement or which constitute a significant reduction
         in the Executive's authority,  responsibilities, or status, or
         a revocation of the Executive's mandate as a Managing Director
         prior  to a Change  in  Control  or  within  the  time  period
         described in Clause 3.2 above, except if the Agreement is

         terminated for Cause, or as a result of the Executive's
         permanent disability or retirement; or

5.2.2    the  Company's  requiring  the Executive to be based outside a
         radius  of more than two  hundred  (200)  kilometers  from the
         Company's  location  on the date of a  Change  in  Control  or
         within the time period described in Clause 3.2 above; or

5.2.3 any material reduction by the Company in (1) the Executive's Base Compensation, including but not limited to, the Executive's eligibility to participate in the Executive Incentive Plan or the Special Stock Unit Plan or (2) any other benefit plan in which Executive was entitled to participate immediately prior to a Change in Control or within the time period described in Clause 3.2 above. (Such reduction shall not constitute a Good Reason if occurring as a result of the Company's or Block's termination or cessation of a plan generally for all participants) For the purposes of this subsection, a material reduction in Executive's Base Compensation or any benefit plan in any year shall be deemed to have occurred if the aggregate amount of Base Compensation paid and/or value of benefits provided to Executive in any Block fiscal year is less than seventy-five percent (75%) of the highest aggregate amount of the Base Compensation paid and/or value of benefits received by the Executive during (1) any one of the three

Block fiscal years immediately preceding the completion of a Change in Control, or (2) the first complete Block fiscal year following the completion

of a Change in Control.

6. Non-Competition

6.1 Upon termination of the Agreement by either party for any reason, other than due to the voluntary or compulsory liquidation of the Company (not being a voluntary liquidation for the purpose of reconstruction or amalgamation) or the discontinuance by the Company of its business, the Executive shall not within any European country for a period of twelve
(12) months immediately following the effective date of such termination:

         6.1.1    either on his own  behalf  or on  behalf of any other  person,
                  firm or company,  seek to obtain orders in respect of goods or
                  services  of a  similar  description  to  those  dealt  in  or
                  provided  by the  Company or any  Affiliate,  from any person,
                  firm or  company  who at the  effective  date of or within the
                  period of twelve (12) months  prior to the  effective  date of
                  such  termination  was, to the knowledge of the  Executive,  a
                  customer of or in the habit of dealing with the Company or any
                  Affiliate (as the case may be); or

         6.1.2    represent  himself  as being in any way  connected  or  having
                  formerly been  connected with or interested in the business of
                  the Company  (other than for the  purpose of  prospective  job
                  applications); or

         6.1.3    interfere  or  seek  to  interfere  with  the  continuance  of
                  supplies to the Company or any Affiliate (or the terms of such
                  supplies)  from any  supplier  who shall  have been  supplying
                  components  or  materials  or  services  to the Company or its
                  Affiliates  at any time  during the last twelve (12) months of
                  his Agreement with the Company; or

         6.1.4    solicit,  entice  or  persuade  (or  attempt  so  to  do)  any
                  employees of the Company of a managerial,  executive, sales or
                  technical grade to leave the Company's employ,  whether or not
                  any breach of contract is thereby occasioned.

7.        Term

7.1 This CIC Agreement shall commence on the Effective Date and shall continue thereafter unless and until terminated by either party giving to the other not less than three (3) month's prior written notice of termination.

7.2 Notwithstanding Clause 7.1, this CIC Agreement shall automatically expire on the day that the Executive attains the age of sixty-five (65) or on the day the Agreement is terminated for Cause or as a result of the permanent disability or retirement of the Executive.

8. Confidentiality

8.1 The Executive shall neither while the Agreement is in effect (except in the proper performance of his duties) nor at any time (without limit) after the termination of the Agreement, directly or indirectly

a) use for his own purposes or those of any other person,company, business entity or other organization whatsoever, or disclose to any person, company, business entity or other organization whatsoever,

any trade secrets or confidential business information relating or belonging to the Company or any of its Affiliates, including, but not limited to any such information relating to customers, customer lists or requirements, supplier dealings and arrangements, price lists or pricing structures, sales and marketing

information, business plans or dealings, employees or officers, source codes and computer systems, software, financial information and plans, designs, formulae, prototypes, product lines, services, research activities, any document marked "Confidential" (or with a similar expression), or any information which the Executive has been told is confidential or which he might reasonably expect the Company would regard as confidential, or any information which he is aware has

been given to the Company or any of its Affiliates in confidence by customers, suppliers or other persons.

8.2 The obligations contained in Clause 8.1 above shall cease to apply to any information or knowledge which may subsequently come into the public domain other than by way of unauthorized disclosure.

9. Notices

9.1 Any notice to be given hereunder shall be in writing and be sufficiently served in the case of the Executive by being delivered either personally to him or sent by first class pre-paid post to his last known residential address, or in the case of the Company by being sent by registered post or recorded delivery addressed to its registered office. Any such notice shall be deemed served on delivery, or if so posted, shall be deemed served 48 hours after it was posted.

10. Miscellaneous

10.1 This CIC Agreement is not intended to and shall not affect any benefits, to which the Executive, his heirs or beneficiaries is or are entitled to upon death, disability, permanent disability or retirement except as expressly provided in this CIC Agreement.

10.2 Neither this CIC Agreement nor any action taken hereunder shall be construed as depriving the Company of any right to terminate the Agreement. The Executive acknowledges that, absent a Change in Control, the Company may terminate the Agreement at any time with or without cause, and Executive shall not be entitled to any of the benefits provided by this CIC Agreement.

10.3 This CIC Agreement is subject to the laws of Belgium, and its courts and tribunals shall have exclusive jurisdiction in resolving any disputes arising.

10.4 The invalidity or unenforceability of any provisions of this CIC Agreement shall not affect the validity or enforceability of any other provision of this CIC Agreement, which shall remain in full force and effect.

10.5 The Executive shall not be required to mitigate any payment or benefit provided for in this CIC Agreement by seeking employment or otherwise. No payment or benefit provided for in this CIC Agreement shall be reduced by any payment or benefit earned or received by Executive from any other source except as such reduction may expressly be provided for elsewhere in this CIC Agreement.

10.6 No provisions of this CIC Agreement may be modified, waived or discharged unless such modification, waiver or discharge is expressly agreed to in writing and signed by both the Executive and the Company. No waiver by the

Executive or the Company of any breach of the CIC Agreement or any condition or provision thereof shall be deemed a waiver of any similar or dissimilar conditions or provisions at the same or any prior or subsequent time.

Exhibit 10(n)

CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement ("Agreement") is made and entered into this _______ day of ____________ by and between Block Drug Company, Inc. (hereinafter referred to as either "Block" or the "Company") having its principal place of business at 257 Cornelison Avenue, Jersey City, New Jersey 07302-9988 and____________________ ("Executive") having an address at ________________.

STATEMENTS OF FACT

A. Block is concerned that the possibility of a Change in Control or Subsequent Change in Control (as hereinafter defined) might result in the departure of key employees, includ ing the Executive, which would be detrimental to the Company and its shareholders.
B. Block wishes to alleviate the Executive's concerns and ensure the continued attention, dedication and active participation of the Executive in the Company.
C. The Executive is willing to continue to serve Block but desires assurance that in the event of any Change in Control or Subsequent Change in Control he will continue to have the responsibility and status in the Company that he has earned.
D. In order to protect certain rights and benefits of the Executive in the event of a Change in Control or a Subsequent Change in Control, the parties have agreed to enter into this Agreement to provide for severance benefits to the Executive upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereby agree as follows.

1. DEFINITIONS For the purposes of this Agreement:
1.01 "Base Compensation" shall mean the aggregate of:
(a) the applicable base salary paid to the Executive during the twelve (12) month period prior to (I) a Change in Control or Subsequent Change in Control, or (ii) the Executive's termination, whichever is higher; plus
(b) the average annual bonuses paid to the Executive during the three (3) year period prior to (I) a Change in Control or Subsequent Change in Control, or (ii) the Executive's termination, whichever is higher.
1.02 "Beneficial Owner" shall have the same meaning as defined in Rule 13d-3 of the Securities Exchange Act of 1934.
1.03 "Benefit Plans" shall include the Company's Special Stock Unit Plan plus any employee benefit plan defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
1.04 "Block Family" shall include: Leonard Block, Adele Block, James A. Block, Susan Stearns, individually; Adele Block, Peggy Danziger and Thomas Block as Trustees under an Indenture of Trust dated August 7, 1957 made by Leonard Block for the benefit of Peggy Danziger; Adele Block, Peggy Danziger and Thomas Block, as Trustees under an Indenture of Trust dated August 7, 1957 made by Leonard Block for the benefit of Thomas Block; James A. Block, as Trustee under an Indenture of Trust dated December 13, 1961 made by Melvin A. Block

for the benefit of James A. Block; James A. Block and Susan Stearns, as Trustees of the Trust under Subdivision A of Article Seventh of the Will of Melvin A. Block, deceased; James A. Block and Susan Stearns, as Trustees under an Indenture of Trust dated December 13, 1961 made by Melvin A. Block for the benefit of Susan Stearns; James A. Block and Susan Stearns, as Trustees of the Trust under Subdivision B of Article Seventh of the Will of Melvin A. Block, deceased; James A. Block, as Voting Trustee under a Voting Trust Agreement dated as of January 11, 1990, among James A. Block, as Trustee under Indenture of Trust dated December 13, 1961 made by Melvin A. Block for benefit of James A. Block, James A. Block and Susan Stearns, as Trustees of the Trust under Subdivision A of Article Seventh of the Will of Melvin A. Block, deceased, James
A. Block and Susan Stearns as Trustees under Indenture of Trust dated December 13, 1961 made by Melvin A. Block for the benefit of Susan Stearns, and James A. Block and Susan Stearns, as Trustees of the Trust under Subdivision B of Article Seventh of the will of Melvin A. Block, deceased (the foregoing trusts shall collectively be referred to as the "Trusts"); any descendent, of any degree, of either Leonard Block or Melvin A. Block, including both natural born and adopted children of Leonard Block, Melvin A. Block or any descendent thereof ("Descendent") ; and a custodian or guardian of a minor Descendent, who is an adult Descendent.
1.05 "Block Group" shall include the Block Family, any trust created for the benefit of a member of the Block Family and any entity or company controlled by the Block Family and in which the Block Family has Voting Control.
1.06 "Change in Control" shall be deemed to occur upon the happening of any event in which the Block Group ceases to hold beneficially and of record more than fifty (50%) percent of the Voting Control of the Company or any successor company, or where all or substantially all of the assets are sold, transferred or otherwise conveyed to an entity in which the Block Group does not have Voting Control.
1.07 "Chief Executive Officer" shall mean the Office of the Chief Executive or such other person(s) performing the duties of the Chief Executive.
1.08 "Date of Termination" shall mean the date specified as the Executive's last day of employment in the Notice of Termination. If the Notice of Termination is given pursuant to Sec tion 3 of this Agreement, the date specified in the Notice of Termination shall not be less than thirty (30) days from the date such notice is given pursuant to subsection 10.09. If the Notice of Termination is given pursuant to subsection 2.01(a) of this Agreement, the date specified in the Notice of Termination must be at least one hundred eighty days (180) from the date on which a Change in Control or a Subsequent Change in Control occurred but in no event less than sixty (60) days from the date such notice is given pursuant to subsection 10.09. If the Notice of Termination is given pursuant to Section 4 of this Agreement, the date specified in the Notice of Termination shall not be less than sixty (60) days from the date such notice is given pursuant to subsection 10.09. If the Notice of Termination is given by the Company for any reason except "for Cause" (as defined in Section 3), the date specified in the Notice of Termination shall not be less than sixty (60) days from the date such notice is given pursuant to subsection 10.09. In the event of a dispute of any Notice of Termination, the Date of Termination shall be the date determined by dispute resolution in accordance with Section 8 of this Agreement.
1.09 "Expiration Date" shall mean December 31, 1995 and any subsequent date to which this Agreement has been extended in accordance with Section 6 of this Agreement.
1.10 "Notice of Termination" shall mean a written notice setting forth in reasonable detail the facts and circumstances which are the basis for the termination given by either

(a) the Company to the Executive pursuant to Section 3 or for any other reason or no reason ; or
(b) the Executive to the Company pursuant to either subsection 2.01 or
Section 4. 1.11 "Permanent Disability" shall mean the total and permanent incapacity of the Executive prior to Retirement that would qualify him to receive disability benefits under the Federal Social Security Act as of a date which is within one (1) year after his last day of active employment.
1.12 "Retirement" shall mean voluntary termination in accordance with the Company's retirement policy, generally applicable to its salaried employees, or in accordance with any retirement arrangement between the Executive and the Company.
1.13 "Subsequent Change in Control" shall be deemed to occur upon
(a) a Change in Control, and
(b) any of the following:
(i) Any entity or person (which theretofore was a Beneficial Owner of less than twenty (20%) percent of each class of voting stock of the Company) becomes the Beneficial Owner, directly or indirectly, of twenty (20%) percent or more of the combined voting power of the Company's then outstanding stocks; or
(ii) The Company's merger or consolidation with or into any other entity; or
(iii) The disposal by the Company of a business or division of the Company pursuant to a partial or complete merger or consolidation with liquidation of the Company, a sale of assets of the Company, a sale of assets of the Company or otherwise. Notwithstanding the foregoing, a Subsequent Change in Control shall only be deemed to have occurred if (x) the Executive is actually employed in or by the disposed business or division or (y) such disposed business or division constitutes more than ten (10%) percent of the assets or accounts for-more than ten (10%) percent of the revenue of the Company; or
(iv) Fifty (50%) percent or more of the individuals who constitute the current Board of Directors were not directors during the preceding year.
1.14 "Voting Control" shall mean the right, in each class of voting stock, to cast more than fifty (50%) percent of the votes on each matter for which a shareholder vote is required or permitted.