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                                                                   EXHIBIT 10.13

[SPECTRUM BRANDS LOGO]


March 7, 2001

John Timony
2440 W. Steeple Chase Circle
Libertyville, IL 60048

Dear John:

Your existing Employment Letter-Agreement ("ELA") is amended as follows
effective February 5, 2001.

Unless expressly amended herein, all other provisions of your ELA remain the
same. Please sign two copies of this ELA amendment letter, retaining one copy
for your files, and returning the other to the Company.

Sincerely,
UNITED INDUSTRIES CORPORATION

By /s/ Robert L. Caulk
   -----------------------
   Robert L. Caulk
   President & CEO

I agree to this ELA amendment letter. I understand that my compensation is
confidential information known only to me and the Company. I have previously
certified my compliance with the Company's Confidential Information Policy by my
signing the "Annual Certification of Compliance" with the Company's Business
Code of Conduct (of which the Confidential Information Policy is a part) and I
agree that I will continue to keep my compensation information confidential in
accordance with that Policy.

/s/ John Timony
-------------------------
John Timony

03/12/01
--------------------------
Date

  8825 Page Boulevard St. Louis, MO 63114 - 314-427-0780 toll free 800-242-1166
                            - www.spectrumbrands.com

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                                    EXHIBIT 1

                              COMPENSATION EXHIBIT

     DEFINITIONS:
     "YEAR": the Company's fiscal year, which as of the date of this Agreement
     is the same as calendar year.

     "EBITDA": represents net income from continuing operations before Interest
     expense, income taxes, depreciation and amortization, excluding any
     non-recurring or extraordinary items, as determined in accordance with
     generally accepted accounting principles ("GAAP"), consistently applied.

     NOTE: IT IS UNDERSTOOD THAT THE COMPANY MAY BUT IS NOT REQUIRED TO PAY
     INCENTIVE COMPENSATION IN ANY YEAR IN WHICH THE COMPANY'S ACTUAL EBITDA FOR
     THE YEAR IS NOT AT THE PRE-DETERMINED MINIMUM OF TARGET EBITDA FOR THAT
     YEAR.

     "EBITDA GOAL": 100% of the Company's EBITDA performance objective for a
     given Year as determined by the Company's Board of Directors.

SUMMARY OF COMPENSATION:
Your compensation will consist of A) Base Salary; B) Incentive Compensation;
Programs as outlined below:

A.   BASE SALARY shall be at the rate of $220,000 per year, payable monthly.
     This position is exempt from the Fair Labor Standards Act and, thus, you
     will not be eligible for overtime. In addition, you will be eligible to
     receive a salary increase effective January 1, 2002 based on personal
     performance.

B.   Your INCENTIVE COMPENSATION consists of a bonus based on (1) your achieving
     pre-established individual performance objectives for the applicable Year,
     AND (2) the Company reaching its Target EBITDA for the applicable Year.
     Your total incentive potential will be 50% of your Base Salary if 100% of
     Target EBITDA is achieved and up to 60% of Base Salary if 105% of Target
     EBITDA is achieved.

     (1) The portion of your Incentive Compensation based on your achievement of
     pre-established individual performance objectives for the applicable Year
     will be 20% of your total incentive potential. A prorated portion of your
     Incentive Compensation may be paid if you achieve a portion of your
     pre-established Individual performance objectives for the applicable Year.
     This award, to be determined by management, is in recognition of your
     achieving pre-established individual performance objectives for the
     applicable Year and will be payable within ninety (90) days after Year-end.
     Your performance objectives for each Year will be established between you
     and the President.

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     (2) The portion of your Incentive Compensation based on the Company
     reaching its Target EBITDA for the applicable Year will be 80% of your
     total incentive potential. A prorated portion of your EBITDA incentive may
     be paid if the Company achieves at least ninety (90) percent of its EBITDA
     goal for the applicable Year and will be payable within ninety (90) days
     after Year-end.

     Subject to application of the above referenced MBO Component and Target
     EBITDA Component, your potential Incentive Compensation shall be calculated
     as follows:

          (a)  If the Company's actual EBITDA for the year in question equals
               90% of Target EBITDA for such year, your potential Incentive
               Compensation will equal the product of (A) Base Salary multiplied
               by (B) 25%; plus

          (b)  Incentive Compensation will increase by an amount equal to the
               product of (A) Base Salary multiplied by (B) 2.5% multiplied by
               (C) the number of percentage points by which the Company's actual
               EBITDA for the year in question exceeds 90% of Target EBITDA for
               such year up to a maximum of 25% of Base Salary in any year; plus

          (c)  Incentive Compensation will increase by an amount equal to the
               product of (A) Base Salary multiplied by (B) 2% multiplied by (C)
               the number of percentage points by which the Company's actual
               EBITDA for the year in question exceeds 100% of the Target EBITDA
               for such a year up to a maximum of 105% of Target EBITDA.

     Eligibility for Incentive Compensation requires that you be employed at
     Year-end, and that your employment is not terminated for cause prior to
     payment of any award of Incentive Compensation. The Company may elect, at
     its discretion, to pay a portion of the Incentive prior to the end of the
     Year.

     If you are not in the employ of the Company for the entire Year, but you
     are in the employ of the Company at Year-end, the Incentive Compensation
     for that year will be a fractional portion of the award. The numerator of
     the fraction is the number of months you are employed by the Company and
     the denominator is 12. Employees with a hire date after the 15th of any
     month will not get credit for that month toward Incentive Compensation
     calculation.

                                /s/ John Timony
                                ----------------------
                                John Timony

                                03/12/01
                                -----------------------
                                Date

                                                               Initials  /s/ RLC
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                                                                         RLC