<Page>

                                                                  EXHIBIT 10.25

                                                                  EXECUTION COPY

               AMENDMENT AND WAIVER NO. 3 UNDER THE LOAN DOCUMENTS

          Amendment and Waiver dated as November 7, 2000 to the Amended and
Restated Credit Agreement dated as of March 24, 1999 (as modified by Waiver No.
1 dated as of December 30, 1999 and as amended and further modified by Amendment
and Waiver No. 2 dated as of January 24, 2000, 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.) ("B OF A"), 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 B of A,
as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender Parties
thereunder. Capitalized terms not otherwise defined in this Amendment and Waiver
shall have the same meanings as specified therefore in the Credit Agreement.

                             PRELIMINARY STATEMENTS

          (1)  The Borrower has requested that the Lender Parties agree to amend
the Credit Agreement in order, among other things, (a) to modify Section 5.04(a)
of the Credit Agreement to increase the maximum Leverage Ratio that the Borrower
is permitted to maintain on and from time to time after the date of this
Amendment and Waiver and Sections 5.04(b) and 5.04(c) to decrease the minimum
Fixed Charge Coverage Ratio and minimum Interest Coverage Ratio that the
Borrower is required to maintain for each Measurement Period ending on or after
December 31, 2000, and (b) to modify the definition of "CONSOLIDATED EBITDA" set
forth in Section 1.01 of the Credit Agreement to add back certain non-recurring
charges. The Borrower has further requested that the Lender Parties agree to
waive any and all Defaults and Events of Default under Section 6.01(c) of the
Credit Agreement that have occurred and are continuing as a result of the
failure of the Borrower (i) to maintain a Leverage Ratio of not more than 7.05:1
at all times during the period commencing on September 30, 2000 and ending on
the date of this Amendment and Waiver as required under the terms of Section
5.04(a) of the Credit Agreement, (ii) to maintain a Fixed Charge Coverage Ratio
of not less than 1.00:1 as of the last day of the Measurement Period ending in
September 2000 as required under the terms of Section 5.04(b) of the Credit
Agreement, and (iii) to maintain an Interest Coverage Ratio of not less than
1.45:1 as of the last day of the Measurement Period ending in September 2000 as
required under the terms of Section 5.04(c) of the Credit Agreement.

          (2)  The Lender Parties have indicated their willingness to agree to
so amend the Credit Agreement, to so waive the requirements of Sections 5.04(a),
5.04(b) and 5.04(c) of the Credit Agreement and to make the other amendments set
forth herein, all 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 OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT.
The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:

<Page>

          (a)  Section 1.01 of the Credit Agreement is hereby amended to add the
     following new definition in its appropriate alphabetic order:

               "AMENDMENT NO. 3 EFFECTIVE DATE" means the first date on which
          all of the conditions precedent to the effectiveness of Amendment and
          Waiver No. 3 to the Loan Documents were satisfied.

               "SENIOR LEVERAGE RATIO" means, at any date of determination, the
          ratio of (a)(i) all Funded Indebtedness of the Borrower and its
          Subsidiaries (other than (x) the aggregate principal amount of all
          Revolving Credit Advances, Swing Line Advances and Letter of Credit
          Advances outstanding on such date and (y) Indebtedness under or in
          connection with the Senior Subordinated Notes) PLUS (ii) the average
          daily aggregate principal amount of all Revolving Credit Advances,
          Swing Line Advances and Letter of Credit Advances outstanding during
          the most recently completed Measurement Period prior to such date PLUS
          (iii) to the extent not otherwise included in subclause (a)(i) or
          (a)(ii) of this definition, all Indebtedness of the Borrower and its
          Subsidiaries outstanding on such date that would (or would be required
          to) appear on the Consolidated balance sheet of the Borrower and its
          Subsidiaries (other than any such outstanding Indebtedness evidenced
          by the Permitted Preferred Stock and the Senior Subordinated Notes) to
          (b) Pro Forma Consolidated EBITDA of the Borrower and its Subsidiaries
          for the most recently completed Measurement Period prior to such date;
          it being understood that the $15,000,000 of Net Cash Proceeds received
          by the Borrower pursuant to the issuance and sale of UIC Common Stock
          and/or Permitted Preferred Stock to the Equity Investors on or prior
          to the Amendment No. 3 Effective Date shall be used to prepay the Term
          Facilities pursuant to Section 2.06(a) and 2.06(b) and that as a
          result thereof the Senior Leverage Ratio shall be reduced as of the
          Amendment No. 3 Effective Date.

          (b)  Section 1.01 of the Credit Agreement is hereby further amended to
     restate the following definitions set forth therein in their entirety to
     read as follows:

               "APPLICABLE MARGIN" means, with respect to each of the Term
          Facilities and the Revolving Credit Facility (i) prior to the
          Amendment No. 3 Effective Date, the Applicable Margin in effect from
          time to time during such period and (ii) at any time and from time to
          time on and after the Amendment No. 3 Effective Date, a rate per annum
          equal to the percentage set forth below for the applicable Type of
          Advances outstanding under such Facility opposite the applicable
          Performance Level at such time:

<Table>
<Caption>
                                                           Term
                                     Term               A/Revolving
                                  A/Revolving             Credit                                 Term B
              Performance         Credit Base         Eurodollar Rate       Term B Base        Eurodollar
                 Level           Rate Advances           Advances          Rate Advances      Rate Advances
          ----------------------------------------------------------------------------------------------------
                  <S>                 <C>                  <C>                 <C>                <C>
                   I                  1.50%                2.50%               2.50%              3.50%

                  II                  1.75%                2.75%               2.50%              3.50%

                  III                 2.25%                3.25%               3.00%              4.00%

                  IV                  2.50%                3.50%               3.00%              4.00%

</Table>

                                        2
<Page>

<Table>
                   <S>                <C>                  <C>                 <C>                <C>
                   V                  2.50%                3.50%               3.00%              4.00%
</Table>

          The Applicable Margin for each Base Rate Advance shall be determined
          by reference to the Performance Level in effect from time to time and
          the Applicable Margin for each Eurodollar Rate Advance shall be
          determined by reference to the Performance Level in effect on the
          first day of each Interest Period.

               "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of
          (a)(i) Consolidated EBITDA of the Borrower and its Subsidiaries (or,
          solely for purposes of determining compliance with the applicable
          requirements of Section 5.02(c), 5.02(d) or 5.02(e), Pro Forma
          Consolidated EBITDA) for such period, PLUS (ii) during the period from
          the Amendment No. 3 Effective Date through and including September 30,
          2001, $7,000,000, LESS (iii) the aggregate amount of all Capital
          Expenditures made in cash by or on behalf of the Borrower and its
          Subsidiaries during such period to (b) an amount equal to (i)
          Consolidated Cash Interest Expense of the Borrower and its
          Subsidiaries for such period, PLUS (ii) the aggregate principal amount
          (or the equivalent thereto) of all Scheduled Principal Payments of the
          Borrower and its Subsidiaries for such period, PLUS (iii) the
          aggregate amount of all Cash Distributions made by or on behalf of the
          Borrower during such period (other than redemptions or repurchases of
          UIC Common Stock, or warrants, rights or options to acquire UIC Common
          Stock, from retired, terminated, deceased or departing executives and
          managers made during such period to the extent otherwise permitted
          under Section 5.02(f)(vii)); PROVIDED that, solely for the purposes of
          determining the Fixed Charge Coverage Ratio for the first three
          Measurement Periods ending after the Closing Date, (A) the
          Consolidated Cash Interest Expense of the Borrower and its
          Subsidiaries for such Measurement Period shall be equal to (1) the
          Consolidated Cash Interest Expense for the completed Fiscal Quarters
          since the Closing Date MULTIPLIED BY (2) a fraction the numerator of
          which is four and the denominator of which is equal to the number of
          completed Fiscal Quarters since the Closing Date and (B) the aggregate
          principal amount of all Scheduled Principal Payments of the Borrower
          and its Subsidiaries for such Measurement Period shall be the
          aggregate principal amount of all Advances scheduled to be repaid
          under Sections 2.04(a) and 2.04(b) during the period from the Closing
          Date to the first anniversary thereof; and PROVIDED FURTHER that,
          solely for purposes of determining the Fixed Charge Coverage Ratio for
          the first four Measurement Periods ending after the Closing Date, the
          Consolidated Cash Interest Expense of the Borrower and its
          Subsidiaries for such Measurement Period shall be increased by
          $2,000,000.

          (c)  The definition of "CONSOLIDATED EBITDA" set forth in Section 1.01
     of the Credit Agreement is hereby amended (i) to delete the word "and" at
     the end of subclause (C) of the PROVISO clause thereto and to substitute
     therefor the new punctuation "," and (ii) to add the following new
     subclauses (E) and (F) to the PROVISO clause thereto:

          ", (E) the non-recurring charges taken in accordance with GAAP up to
          $8,000,000 in the aggregate related to the recall of products
          containing Dursban that were sold by the Borrower and its Affiliates
          and (F) the aggregate amount of all fees and expenses paid to Persons
          other than Affiliates of the Borrower in connection with Amendment and
          Waiver No. 3 to the Loan Documents during such period".

          (d)  Section 2.06 of the Credit Agreement is hereby amended to amend
     and restate the first sentence of subsection (b)(i) thereof in its entirety
     to read as follows:

                                        3
<Page>

               "The Borrower shall, on the fifth day following each date on
               which the Borrower delivers the Required Financial Information
               for any Fiscal Year (but in any event within 95 days after the
               end of each Fiscal Year), commencing with the Required Financial
               Information for the Fiscal Year ending December 31, 1999, prepay
               an aggregate principal amount of the Advances comprising part of
               the same Borrowings (and, if applicable, deposit an amount in the
               L/C Cash Collateral Account) in an amount equal to (i) prior to
               January 1, 2001, 50% of the amount of Excess Cash Flow for such
               Fiscal Year, and (ii) from and after January 1, 2001, 75% of the
               amount of Excess Cash Flow for such Fiscal Year.".

          (e)  Section 5.03(b) of the Credit Agreement is hereby amended (i) to
     add after the words "commencing on" in the first line thereof the reference
     "(I)", and (ii) to add at the end of the parenthetical phrase in the third
     line thereof the phrase ", and (II) the Amendment No. 3 Effective Date and
     during all periods that the Leverage Ratio is equal to or greater than
     5.0:1".

          (f)  Section 5.04 of the Credit Agreement is hereby amended as
     follows:

               (i)     Subsection (a) thereof is amended to replace the Leverage
          Ratios set forth therein for and during the periods set forth below
          with the Leverage Ratios set forth below:

<Table>
<Caption>
                                     Period                      Ratio
                       --------------------------------------------------
                       <S>                                       <C>
                       December 31, 2000 through                 6.90:1
                       March 30, 2001

                       March 31, 2001 through                    6.85:1
                       June 29, 2001

                       June 30, 2001 through                     6.70:1
                       September 29, 2001

                       September 30, 2001 through                6.65:1
                       December 30, 2001

                       December 31, 2001 through                 6.50:1
                    March 30, 2002
</Table>

               (ii)    Subsection (b) thereof is amended to replace the Fixed
          Charge Coverage Ratios set forth therein as of the last day of the
          Measurement Period set forth below with the Fixed Charge Coverage
          Ratios set forth below:

<Table>
<Caption>
                               Measurement Period
                                    Ending in                    Ratio
                       --------------------------------------------------
                       <S>                                       <C>
                       December 2000                             1.05:1

                       March 2001                                1.05:1
</Table>

                                        4
<Page>

<Table>
                       <S>                                       <C>
                       June 2001                                 1.10:1

                       September 2001                            1.10:1

                       December 2001                             1.00:1
</Table>

               (iii)   Subsection (c) thereof is amended to replace the Interest
          Coverage Ratios set forth therein as of the last day of the
          Measurement Period set forth below with the Interest Coverage Ratios
          set forth below:

<Table>
<Caption>
                               Measurement Period
                                    Ending in                    Ratio
                       --------------------------------------------------
                       <S>                                       <C>
                       December 2000                             1.35:1

                       March 2001                                1.35:1

                       June 2001                                 1.40:1

                       September 2001                            1.40:1

                       December 2001                             1.40:1
</Table>

               (iv)    A new subsection (d) thereof is added to read as follows:

                       (d)   SENIOR LEVERAGE RATIO. Maintain a Senior Leverage
               Ratio at all times of not more than the amount set forth below
               for and during the period set forth below:

<Table>
<Caption>
                                  Period                         Ratio
                    -----------------------------------------------------
                    <S>                                          <C>
                    December 31, 2000 through                    4.15:1
                    March 30, 2001

                    March 31, 2001 through                       4.00:1
                    June 29, 2001

                    June  30, 2001 through                       4.00:1
                    September 29, 2001

                    September 30, 2001 through                   4.00:1
                    December 30, 2001

                    December 31, 2001 through                    4.00:1
                    March 30, 2002

                    March 31, 2002 through                       4.00:1
                    June 29, 2002
</Table>

                                        5
<Page>

<Table>
                    <S>                                          <C>
                    June 30, 2002 through                        3.75:1
                    September 29, 2002

                    September 30, 2002 through                   3.75:1
                    December 30, 2002

                    December 31, 2002 through                    3.75:1
                    March 30, 2003

                    March 31, 2003 through                       3.75:1
                    June 29, 2003

                    Thereafter                                   3.50:1
</Table>

          SECTION 2. WAIVER OF CERTAIN PROVISIONS OF THE CREDIT AGREEMENT. Any
and all Defaults and Events of Default under Section 6.01(c) of the Credit
Agreement that have occurred and are continuing as a result of the failure of
the Borrower (a) to maintain a Leverage Ratio of not more than 7.05:1 at all
times during the period commencing on September 30, 2000 and ending on the date
of this Amendment and Waiver, (b) to maintain a Fixed Charge Coverage Ratio of
not less than 1.00:1 as of the last day of the Measurement Period ending in
September 2000, and (c) to maintain an Interest Coverage Ratio of not less than
1.45:1 as of the last day of the Measurement Period ending in September 2000, in
each case, are hereby waived by the Lender Parties.

          SECTION 3. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
AND WAIVER. This Amendment and Waiver 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:

          (a)  The Administrative Agent shall have received (i) counterparts of
     this Amendment and Waiver executed by the Borrower and those Lender Parties
     that are required by Section 8.01 of the Credit Agreement to have approved
     this Amendment and Waiver or, as to any of the Lender Parties, advice
     satisfactory to the Administrative Agent that such Lender Party has
     executed this Amendment and Waiver and (ii) the Consent attached hereto
     executed by the Borrower and UIC Holdings, L.L.C.

          (b)  The Borrower shall have irrevocably terminated $30,000,000 of the
     Unused Revolving Credit Commitments pursuant to Section 2.05(a) of the
     Credit Agreement, reducing the Revolving Credit Facility from $110,000,000
     to $80,000,000.

          (c)  The Borrower shall have issued and sold UIC Common Stock and/or
     Permitted Preferred Stock to the Equity Investors for Net Cash Proceeds
     equal to or greater than $15,000,000, which Net Cash Proceeds shall have
     been applied to the prepayment of Term Advances, (i) 50% to be applied
     pursuant to Section 2.06(b)(ii)(C) of the Credit Agreement, and (ii) 50% to
     be applied pursuant to Section 2.06(a) of the Credit Agreement to the Term
     Facilities.

          (d)  The representations and warranties contained in each of the Loan
     Documents shall be correct in all material respects on and as of the
     Amendment Effective Date, after giving effect to this Amendment and Waiver,
     as though made on and as of such date (except (i) for any

                                        6
<Page>

     such representation and warranty that, by its terms, refers to a specific
     date other than the Amendment 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), respectively, on or prior to the Amendment Effective Date).

          (e)  Except as set forth in Section 2, no event shall have occurred
     and be continuing or shall result from the effectiveness of this Amendment
     and Waiver that constitutes a Default.

          (f)  The Borrower shall have paid to the Administrative Agent, for the
     account of each of the Lenders that has executed and delivered a
     counterpart of this Amendment and Waiver to the Administrative Agent prior
     to 12:00 Noon (New York City time) on November 7, 2000, an amendment fee of
     0.25% on the aggregate Commitments of such Lender in effect immediately
     prior to the Amendment Effective Date, it being understood, that no
     amendment fee shall be payable by the Borrower for the account of any
     Lender if this Amendment and Waiver has not been approved prior to 12:00
     Noon (New York City time) on November 7, 2000 by those Lender Parties that
     are required by Section 8.01 of the Credit Agreement to have approved this
     Amendment and Waiver.

          (g)  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.

The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment and
Waiver is subject to the provisions of Section 8.01 of the Credit Agreement.

          SECTION 4. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the Amendment Effective Date, (i) 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 and
Waiver, and (ii) except as specifically provided otherwise, the Credit Agreement
as amended by this Amendment and Waiver shall be deemed to have been so amended
as in effect from and after the original date of the Credit Agreement.

          (b)  The Credit Agreement, the Notes and each of the other Loan
Documents, as amended and otherwise modified by the amendments and waivers
specifically provided above in Sections 1 and 2, 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 and Waiver 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 5. 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 Waiver and all of the agreements, instruments and other
documents delivered or to be

                                        7
<Page>

delivered in connection herewith, all in accordance with the terms of Section
8.04 of the Credit Agreement.

          SECTION 6. EXECUTION IN COUNTERPARTS. This Amendment and Waiver 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 and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                        8
<Page>

          SECTION 7. GOVERNING LAW. This Amendment and Waiver 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 and
Waiver 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: Senior Vice President & C.F.O.



                               THE AGENTS

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


                               By /s/ DAVID H. STRICKERT
                                 ---------------------------
                                  Name: David H. Strickert
                                  Title: Principal


                               BANC OF AMERICA SECURITIES LLC,
                                  as Lead Arranger and Book Manager
                                  and a Co-Arranger


                               By /s/ BRADFORD D. JONES
                                 ---------------------------
                                  Name: Bradford D. Jones
                                  Title: Managing Director


                               MORGAN STANLEY SENIOR FUNDING, INC.
                                  as Syndication Agent and a Co-Arranger


                               By /s/ T. MORGAN EDWARDS III
                                 ---------------------------
                                  Name: T. Morgan Edwards III
                                  Title: Vice President

<Page>

                               CANADIAN IMPERIAL BANK OF COMMERCE,
                                  as Documentation Agent


                               By /s/ KATHERINE BASS
                                 ---------------------------
                                  Name: Katherine Bass
                                  Title: Executive Director

<Page>

                               THE LENDER PARTIES

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


                               By /s/ DAVID H. STRICKERT
                                 ---------------------------
                                  Name: David H. Strickert
                                  Title: Principal

<Page>

                               MORGAN STANLEY SENIOR FUNDING, INC.


                               By /s/ T. MORGAN EDWARDS III
                                 ---------------------------
                                  Name: T. Morgan Edwards III
                                  Title: Vice President

<Page>

                               CIBC INC.


                               By /s/ KATHERINE BASS
                                 ---------------------------
                                  Name: Katherine Bass
                                  Title: Executive Director

<Page>

                              PINEHURST TRADING INC


                               By /s/ ANNE E. MORRIS
                                 ---------------------------
                                  Name: Anne E. Morris
                                  Title: Asst. Vice President

<Page>

                               IKB DEUTSCHE INDUSTRIEBANK AG


                               By /s/ EDWIN BRECHT
                                 ---------------------------
                                  Name: Edwin Brecht
                                  Title: Executive Director

<Page>

                               GALAXY CLO 1991-1


                               By /s/ CHRISTOPHER F. OCHS
                                 ---------------------------
                                  Name: Christopher F. Ochs
                                  Title: Authorized Agent

<Page>

                               HELLER FINANCIAL INC


                               By /s/ DAVID R. CAMPBELL
                                 ---------------------------
                                  Name: David R. Campbell
                                  Title: Vice President

<Page>

                               KZH CYPRESSTREE-1 LLC


                               By /s/ KIMBERLY ROWE
                                 ---------------------------
                                  Name: Kimberly Rowe
                                  Title: Authorized Agent

<Page>

                               KZH RIVERSIDE LLC


                               By /s/ KIMBERLY ROWE
                                 ---------------------------
                                  Name: Kimberly Rowe
                                  Title: Authorized Agent

<Page>

                               KZH SOLEIL-2 LLC


                               By /s/ KIMBERLY ROWE
                                 ---------------------------
                                  Name: Kimberly Rowe
                                  Title: Authorized Agent

<Page>

                               CITIZENS BANK OF MASSACHUSETTS

                               By /s/ STEPHEN M. CURRAN
                                 ---------------------------
                                  Name: Stephen M. Curran
                                  Title: Vice President

<Page>

                               WEBSTER BANK


                               By /s/ PAUL T. SAVINO
                                 ---------------------------
                                  Name: Paul T. Savino
                                  Title: Vice President

<Page>

                               FIRSTRUST BANK


                               By /s/ KENT NELSON
                                 ---------------------------
                                  Name: Kent Nelson
                                  Title: V.P.

<Page>

                               BANK OF TOKYO-MITSUBISHI TRUST COMPANY


                               By /s/ CHRIS DROUSSIOTIS
                                 ---------------------------
                                  Name: Chris Droussiotis
                                  Title: Vice President

<Page>

                               AVALON CAPITAL LTD.


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

<Page>

                               CERES II FINANCE LTD.


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

<Page>

                               FLOATING RATE PORTFOLIO


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

<Page>

                               THE FUJI BANK LTD.


                               By /s/ PETER L. CHINNICI
                                 ---------------------------
                                  Name: Peter L. Chinnici
                                  Title: Senior Vice President & Group Head

<Page>

                               ATHENA CDO LIMITED


                               By /s/ MOHAN V. PHANSALKAR
                                 ---------------------------
                                  Name: Mohan V. Phansalkar
                                  Title: Senior Vice President

<Page>

                               THE BANK OF NOVA SCOTIA


                               By /s/ M.D. SMITH
                                 ---------------------------
                                  Name: M.D. Smith
                                  Title: Agent Operations

<Page>

                               SRF TRADING INC.


                               By /s/ ANN E. MORRIS
                                 ---------------------------
                                  Name: Ann E. Morris
                                  Title: Asst. Vice President

<Page>

                               STEIN ROE & FARNHAM CLO I LTD.,
                               By: Stein Roe & Farnham Incorporated as
                               Portfolio Manager


                               By /s/ BRIAN W. GOOD
                                 ---------------------------
                                  Name: Brian W. Good
                                  Title: Sr. Vice President & Portfolio
                                         Manager

<Page>

                               CYPRESSTREE INVESTMENT FUND LLC.


                               By /s/ JEFFREY W. HEUER
                                 ---------------------------
                                  Name: Jeffrey W. Heuer
                                  Title: Principal

<Page>

                               CYPRESSTREE SENIOR FLOATING RATE FUND


                               By /s/ JEFFREY W. HEUER
                                 ---------------------------
                                  Name: Jeffrey W. Heuer
                                  Title: Principal

<Page>

                               NORTH AMERICAN SENIOR FLOATING RATE FUND


                               By /s/ JEFFREY W. HEUER
                                 ---------------------------
                                  Name: Jeffrey W. Heuer
                                  Title: Principal

<Page>

                               BANK LEUMI


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

<Page>

                               FRANKLIN FLOATING RATE TRUST


                               By /s/ CHAUNCEY LUFKIN
                                 ---------------------------
                                  Name: Chauncey Lufkin
                                  Title: Vice President

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                               FIRST DOMINION FUNDING II


                               By
                                 ---------------------------
                                  Name:
                                  Title:

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                               BLACK DIAMOND CLO 2000-1 LTD.


                               By /s/ DAVID DRYER
                                 ---------------------------
                                  Name: David Dryer
                                  Title: Director

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                               BLACK DIAMOND CLO 1998-1 LTD.


                               By /s/ JOHN H. CULLINANE
                                 ---------------------------
                                  Name: John H. Cullinane
                                  Title: Director

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                               BLACK DIAMOND INTERNATIONAL FUNDING, LTD.


                               By /s/ DAVID DYER
                                 ---------------------------
                                  Name: David Dyer
                                  Title: Director

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                               FLEET NATIONAL BANK


                               By /s/ RICHARD D. HILL, JR.
                                 ---------------------------
                                  Name: Richard D. Hill, Jr.
                                  Title: Managing Director

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                               FIRST BANK


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

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                               ARES III CLO LTD.


                               By /s/ DAVID A. SACHS
                                 ---------------------------
                                  Name: David A. Sachs
                                  Title: Vice President

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                               ARAB BANKING CORPORATION BSC


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

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                               NATIONAL CITY BANK


                               By /s/ BARRY C. ROBINSON
                                 ---------------------------
                                  Name: Barry C. Robinson
                                  Title: SVP

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                               FIRSTAR BANK


                               By /s/ LAWRENCE BAERVELDT
                                 ---------------------------
                                  Name: Lawrence Baerveldt
                                  Title: VP

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                               KEY CORPORATE CAPITAL INC.


                               By /s/ JANE A. PARKER
                                 ---------------------------
                                  Name: Jane A. Parker
                                  Title: Vice President

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                               COMERICA BANK


                               By /s/ JEFFREY E. PECK
                                 ---------------------------
                                  Name: Jeffrey E. Peck
                                  Title: Vice President

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                               BAY VIEW FINANCIAL CORP.


                               By /s/ BRYAN READ
                                 ---------------------------
                                  Name: Bryan Read
                                  Title: Vice President

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                               BANK POLSKA KASA OPIEKI S.A.


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

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                               FIRST UNION NATIONAL BANK


                               By /s/ WILLIAM R. GOLEY
                                 ---------------------------
                                  Name: William R. Goley
                                  Title: Vice President

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                               SENIOR DEBT PORTFOLIO


                               By: Boston Management and Research
                                   as Investment Advisor

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

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                               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

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                               EATON VANCE SENIOR INCOME TRUST

                               By: Eaton Vance Management
                                   as Investment Advisor


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

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                               CITY NATIONAL BANK


                               By
                                 ---------------------------
                                  Name:
                                  Title:

<Page>

                               ELC (CAYMAN) LTD. CDO SERIES 1999-1


                               By /s/ THOMAS M. FIELD
                                 ---------------------------
                                  Name: Thomas M. Field
                                  Title: Managing Director

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                               THE PROVIDENT BANK


                               By /s/ ALAN R. HENNING
                                 ---------------------------
                                  Name: Alan R. Henning
                                  Title: Vice President

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                               DELANO COMPANY

                               By: Pacific Investment Management Company LLC,
                                   as its Investment Advisor


                               By /s/ MOHAN V. PHANSALKAR
                                 ---------------------------
                                  Name: Mohan V. Phansalkar
                                  Title: Senior Vice President

<Page>

                                     CONSENT

          Reference is made to (a) Amendment and Waiver No. 3 Under the Loan
Documents dated as of November __, 2000 (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 modified by Waiver No. 1 dated as of
December 30, 1999 and as amended and further modified by Amendment and Waiver
No. 2 dated as of January 24, 2000, 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.) ("B OF A"), 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 therefore, Canadian
Imperial Bank of Commerce, as Documentation Agent therefore, MSSF, as
Syndication Agent thereunder, BAS, as Lead Arranger and Book Manager therefore,
and B of A, as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lender
Parties thereunder, and (c) the other Loan Documents referred to therein.

          The Borrower, in its capacity as (a) a Grantor under the Security
Agreement and (b) a Grantor under each IP Security Agreement--Short Form, and
UIC Holdings, L.L.C., a Delaware limited liability company, in its capacity as 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 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. 3
     Effective Date, except that, on and after the Amendment No. 3 Effective
     Date, 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; and

          (B)  as of the Amendment No. 3 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.

          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: Senior Vice President & C.F.O.

<Page>

                               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: