<Page>

                                                                  EXHIBIT 10.31

                                                                  EXECUTION COPY

                      AMENDMENT NO. 9 TO THE LOAN DOCUMENTS

          Amendment No. 9 dated as of December 6, 2002 (this "AMENDMENT") to the
Amended and Restated Credit Agreement dated as of March 24, 1999 (as amended and
modified by Waiver No. 1 dated as of December 30, 1999, Amendment and Waiver No.
2 dated as of January 24, 2000, Amendment and Waiver No. 3 Under the Loan
Documents dated as of November 7, 2000, Amendment No. 4 Under the Credit
Agreement dated as of February 13, 2002, Amendment No. 5 to the Loan Documents
dated as of May 9, 2002, Amendment and Waiver No. 6 Under the Credit Agreement
dated as of June 14, 2002, Amendment No. 7 Under the Credit Agreement dated as
of September 30, 2002 and Amendment No. 8 to the Credit Agreement dated as of
November 4, 2002, the "CREDIT AGREEMENT") among United Industries Corporation, a
Delaware corporation (the "BORROWER"), certain banks, financial institutions and
other institutional lenders party thereto, Bank of America, N.A. (formerly known
as NationsBank, N.A.) ("BANK OF AMERICA"), as Swing Line Bank and Initial
Issuing Bank thereunder, Banc of America Securities LLC (formerly known as
NationsBanc Montgomery Securities LLC) ("BAS") and Morgan Stanley Senior
Funding, Inc. ("MSSF"), as Co-Arrangers therefor, Canadian Imperial Bank of
Commerce, as Documentation Agent therefor, MSSF, as Syndication Agent
thereunder, BAS, as Lead Arranger and Book Manager therefor, and Bank of
America, as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender
Parties thereunder. Capitalized terms not otherwise defined in this Amendment
shall have the same meanings as specified therefor in the Credit Agreement.

                             PRELIMINARY STATEMENTS

          (1)     The Borrower has entered into an Agreement and Plan of Merger
dated as of November 26, 2002 (the "MERGER AGREEMENT") with WPC Acquisition
Corp., a Wisconsin corporation and a wholly owned Subsidiary of the Borrower
("MERGER SUB"), WPC Brands, Inc., a Wisconsin corporation ("WPC"), the
stockholders of WPC and the Stockholders Agents referred to therein
("STOCKHOLDERS AGENTS") (collectively, the "SELLERS") pursuant to which Merger
Sub will be merged with and into WPC (the "MERGER"). In connection with the
Merger, the Sellers shall receive cash in an amount not to exceed $19,500,000.
After consummation of the Merger, WPC will be the surviving entity and will be a
wholly owned Subsidiary of the Borrower.

          (2)     The Borrower has requested that the Lender Parties agree to
amend and otherwise modify the Credit Agreement and the other Loan Documents in
order to, among other things, (A) permit the Borrower to consummate the Merger,
and (B) permit a Term B Borrowing to be made on the Amendment No. 9 Effective
Date (as hereinafter defined) in the amount of $25,000,000 (the "ADDITIONAL TERM
B ADVANCE"), the proceeds of which will be used to finance the Merger.

          (3)     The Lender Parties have indicated their willingness to agree
to so amend and otherwise modify the Credit Agreement and the other Loan
Documents on the terms and subject to the satisfaction of the conditions set
forth herein.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto hereby agree as follows:

                  SECTION 1. AMENDMENTS AND MODIFICATIONS TO CERTAIN PROVISIONS
OF THE CREDIT AGREEMENT. (a) Upon the occurrence of the Amendment No. 9
Effective Date, the aggregate Term B Commitments of the Lender Parties shall be
increased by $25,000,000, and the Term B Commitment of Bank of America shall be
increased by $25,000,000. The Term B Commitments of the Lender Parties (other
than Bank of America) will remain unchanged as a result of this Amendment.

<Page>

                                        2

          (b)     The Credit Agreement is, upon the occurrence of the Amendment
No. 9 Effective Date, hereby amended as follows:

                  (i)     Section 1.01 of the Credit Agreement is hereby amended
     to add in the appropriate alphabetic order the following defined terms:

                  "WPC" means WPC Brands, Inc., a Wisconsin corporation.

                  "WPC MERGER AGREEMENT" means the Agreement and Plan of Merger
                  dated as of November 26, 2002 among the Borrower, WPC
                  Acquisition Corp., a Wisconsin corporation and a wholly owned
                  Subsidiary of the Borrower, WPC, the Stockholders of WPC and
                  the Stockholders Agents referred to therein, as such agreement
                  may be amended from time to time in accordance with its terms.

                  (ii)    Section 2.04(b) of the Credit Agreement is hereby
     amended and restated in its entirety to read as follows:

                  "(b)    TERM B ADVANCES. The Borrower shall repay to the
          Administrative Agent for the ratable account of the Term B Lenders the
          aggregate principal amount of all Term B Advances outstanding on the
          following dates in the respective amounts set forth opposite such
          dates (which amounts shall be reduced as a result of the application
          of prepayments in accordance with the order of priority set forth in
          Section 2.05):

<Table>
<Caption>
                  DATE                                        AMOUNT
                  ----                                        ------
                  <S>                                     <C>
                  June 30, 2003                           $    575,148.16
                  September 30, 2003                      $    575,148.16
                  December 31, 2003                       $    575,148.16
                  March 31, 2004                          $    575,148.16

                  June 30, 2004                           $    575,148.16
                  September 30, 2004                      $    575,148.16
                  December 31, 2004                       $    575,148.16
                  March 31, 2005                          $    575,148.16

                  June 30, 2005                           $ 54,609,676.94
                  September 30, 2005                      $ 54,609,676.94
                  December 31, 2005                       $ 54,609,676.94
                  January 20, 2006                        $ 54,609,676.94
</Table>

          PROVIDED, HOWEVER, that the final principal repayment installment of
          the Term B Advances shall be repaid on the Termination Date for the
          Term B Facility and in any event shall be in an amount equal to the
          aggregate principal amount of all Term B Advances outstanding on such
          date."

                  (iii)   The first sentence of Section 2.15 of the Credit
     Agreement is hereby amended and restated in its entirety to read as
     follows:

<Page>

                                        3

          "The proceeds of the Advances shall be available, and the Borrower
          hereby agrees that it shall use such proceeds, solely (a) to finance
          in part the Recapitalization, (b) to pay certain fees and expenses
          incurred in connection with the consummation of the Transaction, (c)
          to finance a portion not to exceed $35,000,000 of the acquisition of
          Schultz pursuant to the Schultz Merger Agreement, (d) to finance the
          acquisition of WPC pursuant to the WPC Merger Agreement, (e) to pay
          certain fees and expenses incurred in connection with the acquisition
          of Schultz and the acquisition of WPC, and (f) to provide working
          capital to, and for other general corporate purposes of, the Borrower
          and its Subsidiaries not otherwise prohibited under the terms of the
          Loan Documents.

                  (iv)    Section 5.02(d) of the Credit Agreement is hereby
     amended by (i) removing the word "and" at the end of subsection (x), (ii)
     deleting the punctuation "." at the end of subsection (xi) and substituting
     therefor the phrase "; and", and (iii) adding immediately after subsection
     (xi), a new subsection (xii) to read as follows:

                  "(xii)  the Borrower or its designee may sell, transfer or
          otherwise dispose of any individual product line generating $2,000,000
          or less in annual revenues; PROVIDED that (A) at the time of such
          sale, transfer or other disposition, no Default shall have occurred
          and be continuing or would result therefrom, (B) any amounts received
          in connection with such sale, transfer or other disposition shall be
          paid to the Borrower or such designee solely in cash, and (C) the Net
          Cash Proceeds, if any, received in connection with such sale, transfer
          or other disposition in excess of $1,000,000 in the aggregate shall be
          applied by the Borrower to prepay the Advances and cash collateralize
          the Letters of Credit then outstanding in accordance with the terms of
          Section 2.06(b).".

                  (v)     Schedules 4.01(b), 4.01(dd) and 4.01(ee) to the Credit
     Agreement are hereby deleted in their entirety and Schedules 4.01(b),
     4.01(dd) and 4.01(ee), respectively, attached hereto as Annexes A, B and C,
     respectively, are substituted therefor.

          SECTION 2. AMENDMENT TO AMENDMENT NO. 7 UNDER THE CREDIT AGREEMENT.
Section 3 to Amendment No. 7 Under the Credit Agreement is hereby amended (a) to
delete in its entirety the second sentence thereof, and (b) to amend and restate
in its entirety the lead-in portion of the third sentence thereof to read as
follows:

     "Section 1 of this Amendment shall become effective as of the first date
     (the "AMENDMENT EFFECTIVE DATE") on which, and only if, each of the
     following conditions precedent shall have been satisfied:".

          SECTION 3. AMENDMENTS TO THE SECURITY AGREEMENT. Upon the occurrence
of the Amendment No. 9 Effective Date, Schedules I, II, III, IV and VI to the
Security Agreement are hereby deleted in their entirety and Schedules I, II,
III, IV and VI, respectively, attached hereto as Annexes E, F, G, H and I,
respectively, are substituted therefor.

          SECTION 4. WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. (a)
Upon the occurrence of the Amendment No. 9 Effective Date, the Lender Parties
hereby agree to waive the requirements of Section 5.02(e)(ix)(D) of the Credit
Agreement, solely with respect to the Merger, it being understood that
notwithstanding the foregoing waiver, the total cash and noncash consideration
paid by or on behalf of the Borrower and its Subsidiaries in connection with the
Merger shall not be included in determining compliance with Section
5.02(e)(ix)(D) of the Credit Agreement for any purchase or acquisition proposed
to be made by the Borrower or any of its Subsidiaries after the Amendment No. 9
Effective Date.

<Page>

                                        4

          (b)     Upon the occurrence of the Amendment No. 9 Effective Date, the
Lender Parties hereby agree to waive the requirements of Section 5.02(g) of the
Credit Agreement, solely to permit the Borrower and its Subsidiaries to make
Capital Expenditures in an aggregate amount not to exceed $2,500,000 in
connection with the integration of the manufacturing operations of WPC with
those of the Borrower and its Subsidiaries.

          SECTION 5. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AMENDMENT. This Amendment (other than Sections 1, 2, 3 and 4) shall become
effective as of the first date on which the Administrative Agent shall have
received counterparts of this Amendment executed by the Borrower and the
Required Lenders or, as to any of the Lender Parties, advice satisfactory to the
Administrative Agent that such Lender Party has executed this Amendment.
Sections 1, 2, 3 and 4 of this Amendment shall become effective as of the first
date (the "AMENDMENT NO. 9 EFFECTIVE DATE") on which, and only if, each of the
following conditions precedent shall have been satisfied:

          (a)     The Administrative Agent shall have received the Consent
     attached hereto executed by the Borrower, UIC Holdings, L.L.C., Sylorr
     Plant Corporation, Schultz Corp. and Ground Zero, Inc.

          (b)     The Administrative Agent shall have received certified copies
     of the Merger Agreement and each of the other documents and agreements
     related to the Merger, which, in each case shall be in form and substance
     reasonably satisfactory to the Administrative Agent. Articles of Merger
     duly executed by WPC and Merger Sub shall have been filed with the
     Secretary of State of the State of Wisconsin and the Administrative Agent
     shall have received a verbal confirmation or other satisfactory advice that
     such Articles of Merger have been accepted by the Secretary of State of the
     State of Wisconsin. The Merger shall have been consummated substantially in
     accordance with the terms and conditions of the Merger Agreement, without
     any waiver of or amendment to any of the provisions set forth therein not
     consented to by the Required Lenders and in compliance with all applicable
     Requirements of Law, except to the extent that any such waiver, amendment
     or non-compliance could not reasonably be expected to have a Material
     Adverse Effect.

          (c)     All of the consents, approvals and authorizations of, and
     notices and filings to or with, and other actions by, any governmental or
     regulatory authority or any other Person necessary in connection with any
     aspect of the Merger, this Amendment or any of the other transactions
     contemplated hereby shall have been obtained (without the imposition of any
     conditions that are not reasonably acceptable to the Required Lenders) and
     shall remain in full force and effect, except for those consents,
     approvals, authorizations, notices, filings and other actions the failure
     of which to receive or to give could not reasonably be expected to have a
     Material Adverse Effect; all applicable waiting periods shall have expired
     without any action being taken by any competent authority; and no law, rule
     or regulation shall be applicable in the reasonable judgment of the
     Required Lenders that restrains, prevents or imposes materially adverse
     conditions upon any aspect of the Merger, this Amendment or any of the
     other transactions contemplated hereby.

          (d)     The representations and warranties contained in each of the
     Loan Documents shall be true and correct in all material respects on and as
     of the Amendment No. 9 Effective Date, after giving effect to the Merger
     and this Amendment, as though made on and as of such date (except (i) for
     any such representation and warranty that, by its terms, refers to a
     specific date other than the Amendment No. 9 Effective Date, in which case
     as of such specific date, and (ii) that the financial statements of the
     Borrower referred to in Sections 4.01(f) and 4.01(g) of the Credit
     Agreement shall be deemed to refer to the financial statements of the
     Borrower comprising

<Page>

                                        5

     part of the Required Financial Information most recently delivered to the
     Administrative Agent and the Lender Parties pursuant to Sections 5.03(c)
     and 5.03(d) of the Credit Agreement, respectively, on or prior to the
     Amendment No. 9 Effective Date).

          (e)     No event shall have occurred and be continuing or shall result
     from the consummation of the Merger or the effectiveness of this Amendment
     that constitutes a Default.

          (f)     All of the accrued fees and expenses of the Administrative
     Agent, the Lead Arranger and Book Manager and the Lender Parties (including
     the accrued fees and expenses of counsel for the Agents) that are then due
     and payable shall have been paid in full.

          (g)     Concurrently with the making of the Additional Term B Advance,
     the Borrower shall have used the proceeds of such Additional Term B Advance
     to the extent necessary to finance the Merger.

          (h)     The Borrower shall have paid to the Administrative Agent, for
     the ratable account of each of the Appropriate Lenders that shall have
     executed and delivered a counterpart of this Amendment to the
     Administrative Agent prior to 5:00 P.M. (New York City time) on December 4,
     2002, an amendment fee of 0.05% on the aggregate Commitments of such
     Appropriate Lender.

          (i)     The Administrative Agent shall have received on or before the
     Amendment No. 9 Effective Date the following, each dated such date (unless
     otherwise specified), in form and substance satisfactory to the Required
     Lenders (unless otherwise specified):

                  (i)     Certified copies of the resolutions of the Board of
          Directors of the Borrower and, with respect to the Merger, the Merger
          Sub, approving the Merger, this Amendment and the other transactions
          contemplated hereby, and of all documents evidencing other necessary
          corporate action and governmental and other third party approvals and
          consents, if any, with respect to the Merger, this Amendment and the
          other transactions contemplated hereby.

                  (ii)    A certificate of the Secretary or an Assistant
          Secretary of the Borrower certifying the names and true signatures of
          the officers of the Borrower authorized to sign this Amendment and the
          other documents to be delivered hereunder.

                  (iii)   A certificate of the Borrower, signed on behalf of the
          Borrower by its President or a Vice President dated the Amendment No.
          9 Effective Date (the statements made in which certificate shall be
          true on and as of the Amendment No. 9 Effective Date), certifying as
          to (A) the absence of any amendments to the charter of the Borrower
          since the date of the Secretary of State's certificate referred to in
          Section 3.01(k)(iv) of the Credit Agreement, or any steps taken by the
          Board of Directors or the shareholders of the Borrower to effect or
          authorize any further amendment, supplement or other modification
          thereto; (B) the accuracy and completeness of the bylaws of the
          Borrower as in effect on the date on which the resolutions of the
          Board of Directors of the Borrower referred to in clause (i) of this
          Section 5(i) were adopted and on the Amendment No. 9 Effective Date (a
          copy of which, if different from the bylaws of the Borrower delivered
          to the Lender Parties on the date of the Initial Extension of Credit,
          shall be attached to such certificate); (C) the due incorporation and
          good standing of the Borrower as a corporation organized under the
          laws of the jurisdiction of its incorporation, and the absence of any
          proceeding (either pending or contemplated) for the dissolution,
          liquidation or other

<Page>

                                        6

          termination of the existence of the Borrower or any of its
          Subsidiaries; (D) the accuracy in all material respects of the
          representations and warranties made by the Borrower in the Loan
          Documents to which it is a party as though made on and as of the
          Amendment No. 9 Effective Date, before and after giving effect to the
          Merger and this Amendment, as though made on and as of such date
          (except (i) for any such representation and warranty that, by its
          terms, refers to a specific date other than the Amendment No. 9
          Effective Date, in which case as of such specific date, and (ii) that
          the financial statements of the Borrower referred to in Sections
          4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to refer
          to the financial statements of the Borrower comprising part of the
          Required Financial Information most recently delivered to the
          Administrative Agent and the Lender Parties pursuant to Sections
          5.03(c) and 5.03(d) of the Credit Agreement, respectively, on or prior
          to the Amendment No. 9 Effective Date); and (E) the absence of any
          event occurring and continuing, or resulting from the consummation of
          the Merger or the effectiveness of this Amendment, that would
          constitute a Default.

                  (iv)    The certificate referred to in Section 5.02(e)(ix)(F)
          of the Credit Agreement with respect to the Merger.

                  (iv)    A Notice of Borrowing for the Additional Term B
          Advance.

                  (vi)    A Security Agreement Supplement duly executed by WPC
          and each of its Subsidiaries, together with:

                          (A)   certificates representing all Equity Interests
                  in WPC and each of its Subsidiaries, accompanied by undated
                  stock powers or other appropriate powers, duly executed in
                  blank, and instruments evidencing indebtedness owed to WPC or
                  any of its Subsidiaries, duly endorsed in blank;

                          (B)   proper termination statements (Form UCC-3 or a
                  comparable form) or the equivalent thereof under the Uniform
                  Commercial Code (or any similar Requirements of Law) of all
                  jurisdictions that may have been necessary or that the
                  Administrative Agent may have deemed reasonably desirable in
                  order to terminate or amend existing liens on and security
                  interests in the Collateral of WPC and each of its
                  Subsidiaries, in each case completed in a manner satisfactory
                  to the Administrative Agent and duly executed by the
                  appropriate secured party;

                          (C)   proper financing statements (Form UCC-1 or a
                  comparable form) or the equivalent thereof under the Uniform
                  Commercial Code (or any similar Requirements of Law) of all
                  jurisdictions that may be necessary or the Administrative
                  Agent may deem reasonably desirable in order to perfect and
                  protect the liens and security interests created or purported
                  to be created under such Security Agreement Supplement,
                  covering the Collateral of WPC and each of its Subsidiaries,
                  in each case completed in a manner reasonably satisfactory to
                  the Administrative Agent;

                          (D)   completed requests for information, dated
                  reasonably near the Amendment No. 9 Effective Date, listing
                  all effective financing statements filed in the jurisdictions
                  referred to in subclause (vi)(C) of this Section 4(j) that
                  named WPC or any of its Subsidiaries as debtor, together with
                  copies of such financing statements;

<Page>

                                        7

                          (E)   IP Security Agreements--Short Form, covering all
                  of the Copyrights, Patents and Trademarks, if any, of WPC and
                  each of its Subsidiaries, in each case completed in a manner
                  satisfactory to the Administrative Agent and duly executed by
                  WPC and each of its Subsidiaries;

                          (F)   copies of the Merger Agreement, together with
                  (1) a consent, in form and substance reasonably satisfactory
                  to the Administrative Agent, to the assignment of the Merger
                  Agreement and the rights and interest of the Borrower and
                  Merger Sub thereunder to the Administrative Agent pursuant to
                  such Security Agreement Supplement, duly executed by each
                  party to the Merger Agreement other than the Borrower and
                  Merger Sub, and (2) notice from the Borrower and Merger Sub to
                  each of the other Persons party to the Merger Agreement other
                  than the Borrower and Merger Sub, in form and substance
                  reasonably satisfactory to the Administrative Agent, of the
                  assignment of the Merger Agreement and the rights and interest
                  of the Borrower and Merger Sub thereunder to the
                  Administrative Agent pursuant to such Security Agreement
                  Supplement, duly executed by the Borrower and Merger Sub; and

                          (G)   evidence that all of the other actions
                  (including, without limitation, the completion of all of the
                  other recordings and filings of or with respect to such
                  Security Agreement Supplement) that may be necessary or that
                  the Administrative Agent may deem reasonably desirable in
                  order to perfect and protect the liens and security interests
                  created under such Security Agreement Supplement have been
                  taken or will be taken in accordance with the terms of the
                  Loan Documents.

                  (vii)   A favorable opinion of Kirkland & Ellis, counsel for
          the Borrower and Merger Sub, in form and substance reasonably
          satisfactory to the Required Lenders.

                  (viii)  A favorable opinion of Reinhart Boerner Van Deuren
          s.c., counsel for the Borrower and Merger Sub, in form and substance
          reasonably satisfactory to the Required Lenders.

                  (ix)    A Guarantee Supplement, duly executed by WPC and each
          of its Subsidiaries.

                  (x)     Evidence of insurance naming the Administrative Agent
          as additional insured and loss payee with such responsible and
          reputable insurance companies or associations, and in such amounts and
          covering such risks, as is satisfactory to the Administrative Agent.

                  (xi)    Such other opinions, certificates, documents and
          information as the Administrative Agent or the Required Lenders may
          reasonably request, it being understood that the condition set forth
          in this clause (xi) shall be deemed to have been satisfied on the date
          on which this Amendment shall have been executed by the Borrower and
          the Required Lenders or, as to any of the Lender Parties, advice
          satisfactory to the Administrative Agent that such Lender Party has
          executed this Amendment.

The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement, except that no amendment or
waiver of any provision of this Section 5, nor consent to any departure by

<Page>

                                        8

the Borrower therefrom, shall in any event be effective unless the same shall be
in writing and signed by the Required Lenders.

          SECTION 6. AGREEMENT OF THE LENDERS. The Lender Parties hereby agree
that, notwithstanding anything to the contrary set forth in the Credit
Agreement, (i) on the Amendment No. 9 Effective Date, Bank of America may make
the Additional Term B Advance to the Borrower in a principal amount of
$25,000,000, and (ii) such Additional Term B Advance will be made solely by Bank
of America and shall not be made pro rata by the Term B Lenders. Upon the making
of such Additional Term B Advance, such Additional Term B Advance will be deemed
to be a Term B Advance for all purposes under the Credit Agreement and the other
Loan Documents.

          SECTION 7. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment No. 9 Effective Date, each reference in the Credit Agreement
to "THIS AGREEMENT", "HEREUNDER", "HEREOF" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other Loan
Documents to "THE CREDIT AGREEMENT", "THEREUNDER", "THEREOF" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement, as amended and otherwise modified by this Amendment.

          (b)     On and after the Amendment No. 9 Effective Date, each
reference in the Security Agreement to "THIS AGREEMENT", "HEREUNDER", "HEREOF"
or words of like import referring to the Security Agreement, and each reference
in the Credit Agreement and each of the other Loan Documents to "THE SECURITY
AGREEMENT", "THEREUNDER", "THEREOF" or words of like import referring to the
Security Agreement, shall mean and be a reference to the Security Agreement, as
amended and otherwise modified by this Amendment.

          (c)     The Credit Agreement, the Notes and each of the other Loan
Documents, as amended and otherwise modified as specifically provided above in
Sections 1, 2, 3 and 4, are and shall continue to be in full force and effect
and are hereby in all respects ratified and confirmed. The execution, delivery
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any of the Secured
Parties or the Administrative Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 8. COSTS AND EXPENSES. The Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of the Administrative Agent and
the Lead Arranger and Book Manager (including, without limitation, the
reasonable fees and expenses of counsel for the Agents) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and all of the agreements, instruments and other documents
delivered or to be delivered in connection herewith, all in accordance with the
terms of Section 8.04 of the Credit Agreement.

          SECTION 9. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<Page>

                                        9

          SECTION 10. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers, thereunto duly authorized, as of the
date first written above.

                                    THE BORROWER

                                    UNITED INDUSTRIES CORPORATION


                                    By /s/ DANIEL J. JOHNSTON
                                      ---------------------------------
                                       Name:  Daniel J. Johnston
                                       Title: Executive Vice President &
                                              C.F.O.


                                    BANK OF AMERICA, N.A.,
                                       as Administrative Agent


                                    By /s/ KATHLEEN M. CARRY
                                      ---------------------------------
                                       Name:  Kathleen M. Carry
                                       Title: Vice President

<Page>

                                       10

                                    THE LENDER PARTIES

                                    BANK OF AMERICA, N.A.,
                                       as a Lender and the Initial Issuing Bank


                                    By /s/ W. THOMAS BARNETT
                                      ---------------------------------
                                       Name:  W. Thomas Barnett
                                       Title: Managing Director


<Page>

                              AIM FLOATING RATE FUND
                                    By:  INVESCO Senior Secured
                                         Management, Inc.
                                           As Attorney in Fact





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory





<Page>



                                    AMARA FINANCE LIMITED


                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Financial Manager





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    AMARA 2 FNANCE, LTD.
                                    By: INVESCO Senior Secured Management, Inc.
                                          As Attorney in Fact





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    ARAB BANKING CORPORATION




                                    By    /s/ Grant E. McDonald
                                      ---------------------------------
                                          Name:  Grand E. McDonald
                                          Title: Vice President



<Page>



                                    ARES Leveraged Investment Fund, L.P.
                                    By:  ARES Management II, L.P.
                                    Its: General Partner





                                    By /s/ Seth J. Brufsky
                                      ---------------------------------
                                          Name:  Seth Brufsky
                                          Title: Vice President



<Page>



                                    ARES III CLO Ltd.
                                    By:  ARES CLO Management, L.L.C.
                                    Its: Investment Manager





                                    By /s/ Seth J. Brufsky
                                      ---------------------------------
                                          Name:  Seth Brufsky
                                          Title: Vice President



<Page>



                                    ARES IV CLO LTD.
                                    By:  Ares Management IV, L.P.
                                    Its: Investment Manager

                                    By:  Ares CLO GP IV, LLC
                                    Its: Managing Member





                                    By /s/ Seth J. Brufsky
                                      ---------------------------------
                                          Name:  Seth Brufsky
                                          Title: Vice President



<Page>



                                    Ares V CLO Ltd.
                                    By:  ARES CLO Management V, L.P.
                                    Its: Investment Manager

                                    By:  Ares CLO GP V, LLC
                                    Its: Managing Member



                                    By /s/ Seth J. Brufsky
                                      ---------------------------------
                                          Name:  Seth Brufsky
                                          Title: Vice President



<Page>



                                    Ares VI CLO Ltd.
                                    By:  Ares CLO GP VI, LLC
                                    Its: Management Member





                                    By /s/ Seth J. Brufsky
                                      ---------------------------------
                                          Name:  Seth Brufsky
                                          Title: Vice President



<Page>



                                    AURIUM CLO 2002-I LTD.
                                    By: STEIN ROE & FARNHAM
                                        INCORPORATED, AS INVESTMENT
                                        MANAGER






                                    By    /s/ James R. Fellows
                                      ---------------------------------
                                          Name:  James R. Fellows
                                          Title: Sr. Vice President & Portfolio
                                                 Manager



<Page>



                                    AVALON CAPITAL LTD.
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Portfolio Advisor





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    AVALON CAPITAL LTD. 2
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Portfolio Advisor





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    BANK LEMMI USA



                                    By /s/ Joung Hee Hong
                                      ---------------------------------
                                          Name:  Joung Hee Hong
                                          Title: Vice President



<Page>



                                    BANK PEKAO SA (also known as Bank Poloska
                                    Opieki SA)



                                    By    /s/ William G. Reynolds
                                      ---------------------------------
                                    Name:  William G. Reynolds
                                    Title: Vice President



<Page>



                                    BAY VIEW FINANCIAL CORPORATION



                                    By /s/ Sean M. Spring
                                      ---------------------------------
                                    Name:  Sean M. Spring
                                    Title: Senior Vice President





<Page>



                                    BIG SKY SENIOR LOAN FUND, LTD.
                                    By: Eaton Vance Management
                                    As: Investment Advisor



                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                    Name:  Payson F. Swaffield
                                    Title: Vice President



<Page>



                                    BLACK DIAMOND CLO 1999-1 LTD.




                                    By /s/ [Illegible]
                                      ---------------------------------
                                    Name:
                                    Title: Vice President



<Page>



                                    BLACK DIAMOND CLO 2000-1 LTD.




                                    By    /s/ ]Illegible]
                                      ---------------------------------
                                    Name:
                                    Title: Vice President



<Page>



                                    BLACK DIAMOND INTERNATIONAL
                                    FUNDING, LTD.




                                    By /s/ [Illegible]
                                      ---------------------------------
                                    Name:
                                    Title: Vice President



<Page>



                                    CERES FINANCE LTD.
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Sub-Managing Agent





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    CERES II FINANCE LTD.
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Sub-Managing Agent (Financial)





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    CHARTER VIEW PORTFOLIO
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As Investment Advisor





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    CITIZENS BANK OF MASSACHUSETTS





                                    By /s/ [Illegible]
                                      ---------------------------------
                                          Name:
                                          Title: Vice President



<Page>



                                    CITY NATIONAL BANK





                                    By /s/ Robert Louk
                                      ---------------------------------
                                          Name:  Robert Louk
                                          Title: Vice President



<Page>



                                    COMERICA BANK





                                    By /s/ Timothy O'Rourke
                                      ---------------------------------
                                          Name:  Timothy O'Rourke
                                          Title: Vice President



<Page>



                                    DIVERSIFIED CREDIT PORTFOLIO LTD.
                                    By:  INVESCO Senior Secured Management, Inc.
                                           As investment Advisor





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    EA/CAYMAN UNIT TRUST
                                    EA/MACKAY HIGH YIELD CAYMAN UNIT
                                    TRUST
                                    By: Mackay Shields LLC
                                          As Investment Advisor





                                    By /s/ Rob Nisi
                                      ---------------------------------
                                      Name:  Rob Nisi
                                      Title: General Counsel



<Page>



                                    EATON VANCE CDO IV, LTD.
                                    By: Eaton Vance Management
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    EATON VANCE INSTITUTIONAL SENIOR
                                    LOAN FUND
                                    By: Eaton Vance Management
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    EATON VANCE SENIOR INCOME TRUST
                                    By: Eaton Vance Management
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    ELC (CAYMAN) LTD. CDO SERIES 1999-I
                                    By: David L. Babson & Company Inc.,
                                          As Collateral Manager





                                    By /s/ John Stelwagon
                                      ---------------------------------
                                          Name:  John Stelwagon
                                          Title: Managing Director



<Page>



                                    ELF FUNDING TRUST III
                                    By: New York Life Investment Management, LLC
                                          As Attorney-in-Fact





                                    By    /s/ Robert H. Dial
                                      ---------------------------------
                                          Name:  Robert H. Dial
                                          Title: Vice President



<Page>



                                    FIRST BANK





                                    By    /s/ Brenda J. Laux
                                      ---------------------------------
                                          Name:  Brenda J. Laux
                                          Title: Executive Vice President



<Page>



                                    FIRSTRUST BANK





                                    By    /s/ Bryan T. Danney
                                      ---------------------------------
                                          Name:  Bryan T. Danney
                                          Title: Vice President



<Page>



                                    GALAXY CLO 1999-1, LTD.





                                    By    /s/ Thomas G. Brands
                                      ---------------------------------
                                          Name:  Thomas G. Brands
                                          Title: Managing Director



<Page>



                                    GALLATIN FUNDING 1 LTD.
                                    By: Bear Stearns Asset Management Inc.
                                          As its Collateral Manager





                                    By    /s/ Nick D. Rosenweig
                                      ---------------------------------
                                          Name:  Nick D. Rosenweig
                                          Title: Associate Director



<Page>



                                    GRAYSON & CO.
                                    By: Boston Management and Research
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    GRAYSTON CLO 2001-01 LTD.
                                    By: Bear Stearns Asset Management Inc.
                                          As its Collateral Manager





                                    By    /s/ Nick D. Rosenweig
                                      ---------------------------------
                                          Name:  Nick D. Rosenweig
                                          Title: Associate Director



<Page>



                                    HAMILTON CDO, LTD.
                                    By: Stanfield Capital Partners LLC
                                          As its Collaterall Manager





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    HARCH CDO I, LTD.





                                    By    /s/ Michael E. Lewitt
                                      ---------------------------------
                                          Name:  Michael E. Lewitt
                                          Title: Authorized Signatory



<Page>



                                    HELLER FINANCIAL, INC.





                                    By    /s/ Robert M. Kadlick
                                      ---------------------------------
                                          Name:  Robert M. Kadlick
                                          Title: Authorized Signatory



<Page>



                                    IKB INTERNATIONAL S.A.





                                    By    /s/ Frank Schaum
                                      ---------------------------------
                                          Name:  Dr. Frank Schaum
                                          Title: Head of Structured Finance





<Page>



                                    ILLINOIS MUNICIPAL RETIREMENT FUND
                                    By: Mackay Shields LLC
                                          As Investment Advisor





                                    By /s/ Rob Nisi
                                      ---------------------------------
                                          Name:  Rob Nisi
                                          Title: General Counsel



<Page>



                                    INVESCO EUROPEAN CDO-1 S.A.
                                    By: INVESCO Senior Secured Management, Inc.
                                          As Collateral Manager





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    KEY CORPORATE CAPITAL INC.




                                    By    /s/ Robert F. Pollis, Jr.
                                      ---------------------------------
                                          Name:  Robert F. Pollis, Jr.
                                          Title: Senior Vice President



<Page>



                                    KZH RIVERSIDE LLC




                                    By    /s/ Anthony Jarrobino
                                      ---------------------------------
                                          Name:  Anthony Jarrobino
                                          Title: Authorized Agent



<Page>



                                    KZH SOLEIL-2 LLC




                                    By    /s/ Anthony Jarrobino
                                      ---------------------------------
                                          Name:  Anthony Jarrobino
                                          Title: Authorized Agent



<Page>



                                    LANDMARK II CDO LTD.
                                    By: Alladin Capital Management LLC



                                    By /s/ [Illegible]
                                      ---------------------------------
                                          Name:
                                          Title: Vice President



<Page>



                                    LIBERTY FLOATING RATE ADVANTAGE
                                    FUND
                                    By: Stein Roe & Farnham Incorporated
                                          As Advisor





                                    By    /s/ James R. Fellows
                                      ---------------------------------
                                          Name:  James R. Fellows
                                          Title: Senior Vice President &
                                                 Portfolio Manager



<Page>



                                    THE MAINSTAY FUNDS ON BEHALF OF ITS
                                    HIGH YIELD CORPORATE BOND FUND
                                    SERIES
                                    By: Mackay Shields LLC
                                          As Investment Advisor





                                    By /s/ Rob Nisi
                                      ---------------------------------
                                          Name:  Rob Nisi
                                          Title: General Counsel



<Page>



                                    MAINSTAY VP SERIES FUND, INC. ON
                                    BEHALF OF ITS HIGH YIELD CORPORATE
                                    BOND PORTFOLIO
                                    By: Mackay Shields LLC
                                          As Investment Advisor





                                    By /s/ Rob Nisi
                                      ---------------------------------
                                          Name:  Rob Nisi
                                          Title: General Counsel



<Page>



                                    MERRILL LYNCH CAPITAL, A DIVISION
                                    OF MERRILL LYNCH BUSINESS FINANCIAL
                                    SERVICES, INC.




                                    By    /s/ Sheila C. Welmar
                                      ---------------------------------
                                          Name:  Sheild C. Welmar
                                          Title: Vice President



<Page>



                                    MIZUHO CORPORATE BANK, LTD.




                                    By /s/ Yujz Tanaka
                                      ---------------------------------
                                          Name:  Yujz Tanaka
                                          Title: Senior Vice President



<Page>



                                    MORGAN STANELY SENIOR FUNDING, INC.




                                    By    /s/ Mark D. Cross
                                      ---------------------------------
                                          Name:  Mark D. Cross
                                          Title: Vice President



<Page>



                                    MOUNTAIN CAPITAL CLO 1 LTD.




                                    By /s/ [Illegible]
                                      ---------------------------------
                                          Name:
                                          Title: Director



<Page>



                                    NATIONAL CITY




                                    By    /s/ Kevin M. Knopf
                                      ---------------------------------
                                          Name:  Kevin M. Knopf
                                          Title: Assistant Vice President



<Page>



                                    NEW YORK LIFE INSURANCE AND
                                    ANNUITY CORPORATION
                                    By: New York Life Investment Management, LLC
                                          As its Investment Manager





                                    By    /s/ Robert H. Dial
                                      ---------------------------------
                                          Name:  Robert H. Dial
                                          Title: Vice President



<Page>



                                    NEW YORK LIFE INSURANCE COMPANY




                                    By    /s/ Robert H. Dial
                                      ---------------------------------
                                          Name:  Robert H. Dial
                                          Title: Investment Vice President



<Page>



                                    OASIS COLLATERALIZED HIGH INCOME
                                    PORTFOLIOS-1, LTD.
                                    By: INVESCO Senior Secured Management Inc.
                                          As Subadvisor





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    OXFORD STRATEGIC INCOME FUND
                                    By: Eaton Vance Management
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    PINEHURST TRADING, INC.




                                    By    /s/ Diana L. Mushill
                                      ---------------------------------
                                          Name:  Diana L. Mushill
                                          Title: Assistant Vice President



<Page>



                                    SENIOR DEBT PORTFOLIO
                                    By: Boston Management and Research
                                          As Investment Advisor





                                    By    /s/ Payson F. Swaffield
                                      ---------------------------------
                                          Name:  Payson F. Swaffield
                                          Title: Vice President



<Page>



                                    SEQUILS-LIBERTY, LTD.
                                    By: INVESCO Senior Secured Management Inc.
                                          As Collateral Manger





                                    By    /s/ Thomas H.B. Ewald
                                      ---------------------------------
                                          Name:  Thomas H.B. Ewald
                                          Title: Authorized Signatory



<Page>



                                    SIERRA CLO I




                                    By    /s/ John M. Casparian
                                      ---------------------------------
                                          Name:  John M. Casparian
                                          Title: Chief Operating Officer
                                                 Centre Pacific, LLC Manager



<Page>



                                    SFR 2000 LLC




                                    By    /s/ Diana L. Mushill
                                      ---------------------------------
                                          Name:  Diana L. Mushill
                                          Title: Assistant Vice President



<Page>



                                    STANFIELD ARBITRAGE CDO, LTD.
                                    By: Stanfield Capital Partners LLC
                                          As its Collateral Manager





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    STANFIELD CARRERA CLO, LTD.
                                    By: Stanfield Capital Partners LLC
                                          As its Interim Asset Manager





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    STANFIELD CLO LTD.
                                    By: Stanfield Capital Partners LLC
                                          As its Collateral Manager





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    STANFIELD QUATTRO CLO, LTD.
                                    By: Stanfield Capital Partners LLC
                                          As its Collateral Manager





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    STEIN ROE FLOATING RATE LIMITED
                                    LIABILITY COMPANY
                                    By: Stein Roe & Barnham Incorporated
                                          As Advisor





                                    By    /s/ James R. Fellows
                                      ---------------------------------
                                          Name:  James R. Fellows
                                          Title: Senior Vice President &
                                                 Portfolio Manager



<Page>



                                    SUNAMERICA LIFE INSURANCE CMOPANY




                                    By    /s/ Steven S. Oh
                                      ---------------------------------
                                          Name:  Steven S. Oh
                                          Title: Authorized Agent



<Page>



                                    SUNAMERICA SENIOR FLOATING RATE
                                    FUND INC.
                                    By: Stanfield Capital Partners LLC
                                          As Subadvisor





                                    By    /s/ Christopher A. Bondy
                                      ---------------------------------
                                          Name:  Christopher A. Bondy
                                          Title: Partner



<Page>



                                    TORONTO DOMINION (NEW YORK), INC.




                                    By    /s/ Susan K. Strong
                                      ---------------------------------
                                          Name:  Susan K. Strong
                                          Title: Vice President



<Page>



                                    WACHOVIA BANK NA




                                    By    /s/ Stephen R. Kramer
                                      ---------------------------------
                                          Name:  Stephen R. Kramer
                                          Title: Assistant Vice President



<Page>



                                    WEBSTER BANK




                                    By /s/ Matthew Daly
                                      ---------------------------------
                                          Name:  Matthew Daly
                                          Title: Vice President

<Page>

                                     CONSENT

          Reference is made to (a) Amendment No. 9 to the Loan Documents dated
as of December 6, 2002 (the "AMENDMENT"; capitalized terms not otherwise
defined herein being used herein as defined in the Amendment and in the Credit
Agreement referred to below), (b) the Amended and Restated Credit Agreement
dated as of March 24, 1999 (as amended and otherwise modified by Waiver No. 1
dated as of December 30, 1999, Amendment and Waiver No. 2 dated as of January
24, 2000, Amendment and Waiver No. 3 Under the Loan Documents dated as of
November 7, 2000, Amendment No. 4 Under the Credit Agreement dated as of
February 13, 2002, Amendment No. 5 to the Loan Documents dated as of May 9,
2002, Amendment and Waiver No. 6 Under the Credit Agreement dated as of June 14,
2002, Amendment No. 7 Under the Credit Agreement dated as of September 30, 2002
and Amendment No. 8 to the Credit Agreement dated as of November 4, 2002, the
"CREDIT AGREEMENT") among United Industries Corporation, a Delaware corporation
(the "BORROWER"), certain banks, financial institutions and other institutional
lenders party thereto, Bank of America, N.A. (formerly known as NationsBank,
N.A.) ("BANK OF AMERICA"), as Swing Line Bank and Initial Issuing Bank
thereunder, Banc of America Securities LLC (formerly known as NationsBanc
Montgomery Securities LLC) ("BAS") and Morgan Stanley Senior Funding, Inc.
("MSSF"), as Co-Arrangers therefor, Canadian Imperial Bank of Commerce, as
Documentation Agent therefor, MSSF, as Syndication Agent thereunder, BAS, as
Lead Arranger and Book Manager therefor, and Bank of America, as Administrative
Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties thereunder, and (c)
the other Loan Documents referred to therein.

          UIC Holdings, L.L.C., a Delaware limited liability company, and each
Loan Party, in its capacity as (a) a Grantor under the Security Agreement, (b) a
Grantor under each IP Security Agreement--Short Form, (c) a Guarantor under the
Subsidiaries Guarantee and/or (d) a party to the Holdings LLC Agreement, each
hereby consents to the execution, delivery and the performance of the Amendment
and agrees that:

          (A)     each of the Security Agreement, the Copyright Security
     Agreement--Short Form, the Trademark Security Agreement--Short Form, the
     Patent Security Agreement--Short Form, the Subsidiaries Guarantee and the
     Holdings LLC Agreement to which it is a party is, and shall continue to be,
     in full force and effect and is hereby in all respects ratified and
     confirmed on the Amendment No. 9 Effective Date, except that, on and after
     the Amendment No. 9 Effective Date, (i) each reference to "THE CREDIT
     AGREEMENT", "THEREUNDER", "THEREOF", "THEREIN" or words of like import
     referring to the Credit Agreement shall mean and be a reference to the
     Credit Agreement, as amended and otherwise modified by the Amendment, (ii)
     each reference in the Security Agreement to "THIS AGREEMENT", "HEREUNDER",
     "HEREOF" or words of like import referring to the Security Agreement shall
     mean and be a reference to the Security Agreement, as amended and otherwise
     modified by the Amendment, and (iii) each reference in the Copyright
     Security Agreement--Short Form, the Trademark Security Agreement--Short
     Form, the Patent Security Agreement--Short Form, the Subsidiaries Guarantee
     and the Holdings LLC Agreement to "THE SECURITY AGREEMENT", "THEREUNDER",
     "THEREOF", "THEREIN" or words of like import referring to the Security
     Agreement shall mean and be a reference to the Security Agreement, as
     amended and otherwise modified by the Amendment; and

          (B)     as of the Amendment No. 9 Effective Date, the Security
     Agreement, the Copyright Security Agreement--Short Form, the Trademark
     Security Agreement--Short Form and the Patent Security Agreement--Short
     Form to which it is a party and all of the Collateral of such Person
     described therein do, and shall continue to, secure the payment of all of
     the Secured Obligations.

<Page>

          This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.

          Delivery of an executed counterpart of a signature page of this
Consent by telecopier shall be effective as the delivery of a manually executed
counterpart of this Consent.

                                    UNITED INDUSTRIES CORPORATION


                                    By /s/ DANIEL J. JOHNSTON
                                      ---------------------------------
                                       Name:  Daniel J. Johnston
                                       Title: Executive Vice President
                                              & C.F.O.


                                    UIC HOLDINGS, L.L.C.


                                    By   Thomas H. Lee Equity Fund IV, L.P.,
                                         as Manager

                                         By   Thomas H. Lee Company,
                                              its general partner


                                              By /s/ SCOTT A. SCHOEN
                                                -----------------------
                                                 Name:  Scott A. Schoen
                                                 Title:


                                    SYLORR PLANT CORPORATION


                                    By /s/ DANIEL J. JOHNSTON
                                      ---------------------------------
                                       Name:  Daniel J. Johnston
                                       Title: Vice President


                                    SCHULTZ CORP.


                                    By /s/ DANIEL J. JOHNSTON
                                      ---------------------------------
                                       Name:  Daniel J. Johnston
                                       Title: Vice President

<Page>

                                    GROUND ZERO, INC.


                                    By /s/ DANIEL J. JOHNSTON
                                      ---------------------------------
                                       Name:  Daniel J. Johnston
                                       Title: Vice President