AGREEMENT

                                   AGREEMENT

BETWEEN:
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XXXXXXX WORKS, INC., a company existing under the laws of Connecticut, having
its registered office at 0000 Xxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxxx, duly
represented by Xx X.X.Xxxxxxx, hereafter referred to as: 'STANLEY';

AND

STEF X.X. XXXXXXXXXX, living at U1. Xxxxxxx 0, 00-000 Xxxxxxxxxx-Xxxxxxxx,
Xxxxxx, hereinafter to be referred to as 'XX. XXXXXXXXXX';

WITNESSED
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WHEREAS, STANLEY is engaged in the tools and hardware industry;

WHEREAS, XXXXXXX Works BVBA and Xx Xxxxxxxxxx have entered into a Director's
Agreement and a Non-competition Agreement;

WHEREAS, XXXXXXX wishes to confirm additional agreements with Xx 
Xxxxxxxxxx in respect of Stock Options as set forth herein:

THEREFORE, PARTIES AGREE AS FOLLOWS:


ARTICLE 1
STOCK OPTIONS

1.  Stock Option Awards are governed by the terms of the 1990 Stock Option Plan
    and the 1997 Long Term Incentive Plan of XXXXXXX and have a maximum
    exercise period of ten years after grant.

2.  XXXXXXX agrees to make the two following stock option awards to Xx
    Xxxxxxxxxx which will be priced at market value at the close of NYSE at
    the first Board meeting of STANLEY following the incorporation of Xxxxxxx
    Works BVBA and the appointment of Xx Xxxxxxxxxx as a Director thereof: 
    - 65,000 options which will vest 6 months after grant and be exercisable
    from one year after grant;
    - 125,000 options which will vest 5 years from grant and be exercisable from
    that time.



3.  XXXXXXX guarantees that nothing (especially article 2.01 and article 2.03
    (c)) in the 1990 Stock Option Plan and the 1997 Long Term Incentive Plan
    will be construed to jeopardize the option award herein and that no
    further conditions will be imposed on the options or the stock.

4.  In October each year the Board of Directors of XXXXXXX awards annual
    options which vest after 6 (six) months and which are exercisable one year
    after grant for a period of ten years after grant. Mr Kranendijk's Annual
    Stock Award will be at least 25,000 options. With respect to 1998 the full
    annual stock option award of 25,000 options will be granted to Xx
    Xxxxxxxxxx notwithstanding the fact that his director's mandate with
    Xxxxxxx Europe BVBA will commence during the year.

5.  All options which are vested will become exercisable at the moment Mr
    Kranendijk's director's mandate with Xxxxxxx Europe BVBA will come to an
    end and will be exercisable until two months after such event. With
    respect to the 65,000 options meant in Article 1.2 the following will
    apply: the options will be deemed to be vested in and upon the event the
    Company terminates the mandate of the Director in the first 6 months. With
    respect to the 65,000 options, vested options will be exercisable until 2
    months after the moment the options would have been exercisable if the
    director's mandate had not been terminated.

ARTICLE 3
APPLICABLE LAW-COURTS

1. This Agreement is subject to Belgian law.

2. In case of a dispute, the Brussels courts will have exclusive jurisdiction.


ARTICLE 4
LANGUAGE

Xx Xxxxxxxxxx acknowledges that he fully understands the contents of this
Agreement and the language used therein.

Signed in three original copies on 29 June 1998, at Zaventem. Each party
acknowledges receipt of one duly signed original copy.


 S.G.H. Xxxxxxxxxx                      X.X. Xxxxxxx by X. Xxxxx        
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Xx X. Xxxxxxxxxx                    Xx X.X.Xxxxxxx, duly represented by
proxy by Xxx X. Xxxxx