SHARES SUBSCRIPTION AGREEMENT

BY AND AMONG

LIFETIME BRANDS, INC.,

EKCO, S.A.B.

AND

MR. JOS RAMN ELIZONDO ANAYA AND MR. MIGUEL NGEL HUERTA PANDO

Dated as of June 8, 2007

SHARES SUBSCRIPTION AGREEMENT

           This SHARES SUBSCRIPTION AGREEMENT, dated as of June 8, 2007 (this Agreement), is entered into by and among:

                 (i)        Lifetime Brands, Inc., a company duly organized and in existence pursuant to the laws of the State of Delaware in the United States of America (LTB or Strategic Investor);

                 (ii)        Ekco, S.A.B., a Mexican sociedad annima burstil duly organized and in existence pursuant to the laws of the United Mexican States (Ekco or the Company, provided that when the context so requires it, Company shall also include the Company Subsidiaries); and

                 (iii)        Mr. Jos Ramn Elizondo Anaya, a Mexican individual (Mr. Elizondo), Mr. Miguel ngel Huerta Pando, a Mexican individual (Mr. Huerta and together with Mr. Elizondo the Primary Shareholders), who jointly own or have control of (as applicable) over 51% of the total outstanding capital stock of the Company.

RECITALS

        WHEREAS, the Company is engaged in the manufacturing and sale of kitchen aluminum products and the distribution of kitchenware steel products, electronic products, thermoses and dishware in Mexico and certain export markets (the Business);

        WHEREAS, Strategic Investor and the Company, or their affiliates, as applicable, have executed (i) a Services Agreement, which is attached hereto as Exhibit A Services Agreement; (ii) a Cookware Supply Agreement, which is attached hereto as Exhibit B Cookware Supply Agreement; and (iii) certain license agreements which are attached hereto as Exhibit C Ekco Trademark License Agreement, Farberware Trademark License Agreement and LTB Trademarks License Agreement, all of which, together with their exhibits and schedules shall collectively be referred to as the Transaction Documents. Any other agreement entered into by any Ekco Entity and any LTB Entity, on or after the date hereof (or entered into by any LTB Entity and the Primary Shareholders) shall be considered as Transaction Documents as well.

        WHEREAS, it is the intention of Strategic Investor to, subject to the terms and conditions of this Agreement and the other Transaction Documents, as applicable, participate in the Business of the Company through the acquisition of up to 29.99% (twenty nine point ninety nine percent) of the Company (on a diluted basis);

        WHEREAS, it is the intention of the Company and the Primary Shareholders to, subject to the terms and conditions of this Agreement and the other Transaction Documents, as applicable, and in consideration for the covenants of the Strategic Investor provided in this Agreement, permit the participation of Strategic Investor in the Business of the Company, in the terms described in the preceding paragraph;

        WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue shares of common stock and make them available to Strategic Investor for their subscription, pursuant to the terms and conditions provided herein;

        WHEREAS, subject to the terms and conditions set forth in this Agreement, Strategic Investor desires to purchase shares of common stock issued by the Company.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and subject to the terms and conditions hereof, the parties hereto, intending legally to be bound, agree as follows:

ARTICLE 1

INITIAL INVESTMENT

           1.1 Issue of Shares.

                 (a)        As soon as practicable, but in no event later than September 30, 2007 (the Issue Date), the Company shall issue shares of common stock (the New Shares), and shall make New Shares available for subscription by Strategic Investor in the terms provided below. Strategic Investor shall have the right to subscribe the shares in the terms provided hereunder, through a newly incorporated Mexican entity (NewCo) wholly owned by the Strategic Investor, provided that Strategic Investor: (i) shall not be obliged to purchase any shares if less than 29.99% of the outstanding capital stock of the Company on a fully diluted basis, are available for subscription; and (ii) shall not be obliged to purchase any shares in excess of those New Shares representing exactly 29.99% of the outstanding capital stock of the Company on a fully diluted basis.

                 (b)        On the shareholders meeting corresponding to the issuance of the New Shares (the Investment Shareholders Meeting), the Company shall submit for the meetings approval, among others:

                             (i)        the issuance of the New Shares;

                             (ii)        the waiver by the Primary Shareholders, or of those holders of the shares over which they have control (as applicable), to their right to subscribe New Shares in the terms of (c) below;

                             (iii)        the subscription of the New Shares representing 29.99% of the outstanding capital stock of the Company on a fully diluted basis by NewCo (the Investment Shares); and

                             (iv)        the appointment of four (4) members of the Board of Directors, among which are Jeffrey Siegel, Ronald Shiftan and Christian Kasper. The fourth member of the Board of Directors, who will also be the Chairman of the Audit Committee shall be notified by Strategic Investor in writing to Ekco no later than fifteen (15) Business Days prior to the Investment Shareholders Meeting, subject to the provided in Section 13.2 (c).

                 (c)        Each of the Primary Shareholders hereby agrees (i) to vote or cause those shares over which they have control to be voted (as applicable), in a manner so as to

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cause the Company to issue the New Shares and otherwise adopt all resolutions mentioned in Section 1.1 (b) above; (ii) to waive, or cause those holders of the shares over which they have control to waive (as applicable), to their preemptive right to subscribe for New Shares on the Investment Shareholders Meeting; and (iii) to include the waiver to such preemptive right to subscribe for New Shares in the minutes of the Investment Shareholders Meeting which approves the capital increase in connection with the issuance of the New Shares.

           1.2 Purchase of Investment Shares. On the Closing Date, subject to conditions provided herein, in reliance on the representations and warranties herein, NewCo shall acquire the Investment Shares, free and clear of all Liens at the Price per Share (as defined below) (the Initial Investment).

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