exhibit 10. 21 amendment agreement no. 2 dated, september 25, 2008 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 ) grupo vasconia s. a. b., formerly known as ekco, s. a. b., a mexican sociedad anonima bursatil duly organized and in existence pursuant to the laws of the united mexican states ( the “ company ”, provided that when the context so requires it, “ company ” shall also include the company subsidiaries ) ; and ( iii ) mr. jose ramon elizondo anaya, a mexican individual ( “ mr. elizondo ” ), mr. miguel angel huerta pando, a mexican individual ( “ mr. huerta ” and together with mr. elizondo the “ primary shareholders ” ). witnesseth whereas, lifetime brands, inc., ekco, s. a. b. ( now known as grupo vasconia s. a. b. ), mr. jose ramon elizondo anaya and mr. miguel angel huerta pando entered into a shares subscription agreement dated june 8, 2007 ( the “ ssa ” ) pursuant to which they agreed, among others, on the terms and conditions for a subscription of shares issued by ekco, s. a. b. ( now known as grupo vasconia s. a. b. ) by lifetime brands, inc. whereas, on september 5, 2007 the parties entered into an amendment agreement no. 1 to amend the ssa. whereas, the parties wish to amend the ssa as described below : now therefore, the parties hereto agree as follows : 1. section 9. 1 ( f ) ( i ) is hereby amended to read as follows : ( i ) the company agrees that it shall not ( i ) directly or indirectly carry on activities, conduct, own an interest in or otherwise participate ( whether as a supplier, lender, guarantor, investor, employer, proprietor, shareholder, agent, consultant or partner ) in the manufacture, sale or distribution of or in the control or management of all or any part of a business involved in the manufacture, sale or distribution of houseware products, including, but not limited to, kitchenware, cookware, pressure cookers