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                                                                    EXHIBIT 10.1

                          AGREEMENT AND GENERAL RELEASE

         Agreement and General Release ("Agreement"), dated February 21, 2003,
by and between Dorothy E. Sander, a resident of Florida ("Executive", "she",
"her" or "herself") and U.S. Industries, Inc., headquartered in West Palm Beach,
Florida (the "Company").

         1. Executive and Company acknowledge that Executive's employment with
the Company will terminate effective March 31, 2003 (the "Termination Date"),
and in accordance with her Restated Employment Agreement dated June 17, 1998, as
amended September 1, 1999 (the "Employment Agreement"), Executive will be
provided with the following entitlements pursuant to Section 8(c) thereof,
subject to withholdings and deductions (all capitalized terms shall be defined
as in the Employment Agreement unless otherwise noted in this Agreement):

                  (A)      (i)      In a lump sum within five (5) days after
                                    the Effective Date, as defined in the
                                    Release annexed hereto as Exhibit B, an
                                    amount equal to $520,000; and
                           (ii)     Effective April 1, 2004 and continuing
                                    through March 31, 2005, an amount equal to
                                    $520,000 payable ratably over such period in
                                    accordance with the Company's normal payroll
                                    practices, but not as an employee; and
                           (iii)    Promptly, upon presentation of documentation
                                    any unreimbursed business expenses in
                                    accordance with Section 6 of the Employment
                                    Agreement; and
                           (iv)     Promptly after the Termination Date,
                                    vacation pay amounting to four weeks' pay
                                    based on Executive's Base Salary;
                           (v)      Executive's accrued benefits under the USI
                                    Supplemental Retirement Plan, as increased
                                    hereunder to the extent applicable, on a
                                    fully vested basis and in accordance with
                                    the terms of the Plan.

                  (B)      (i)      immediate full accelerated vesting on the
                                    Termination Date of 17,560 shares of
                                    restricted stock (representing 4,762 shares
                                    of the November 13, 1998 grant and 12,798
                                    shares of the September 1, 1999 grant); and
                           (ii)     all options vested as of the Termination
                                    Date, in accordance with the terms of the
                                    applicable equity plans (subject to Section
                                    4(B) below).

                  (C)      Executive's vested benefits under the USI Master
                           Pension Plan and the USI Retirement Savings and
                           Investment Plan in accordance with the terms of the
                           respective Plans;

                  (D)      two years of additional service and compensation
                           credit (equivalent to Base Salary) under the USI
                           Supplemental Retirement Plan; and

                  (E)      on December 15, 2004 and December 15, 2005,
                           respectively, payment of the maximum amount of
                           Company contribution the Company would have


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                           made to Executive's account had she participated in
                           the USI Retirement Savings & Investment Plan for such
                           calendar years; and

                  (F)      two years of continued coverage under the USI Welfare
                           Plan (excluding life insurance and long term
                           disability coverage), at the Company's cost (without
                           any obligation of payment by Executive) for Executive
                           and her eligible dependents, as defined under the
                           Plan;

                  If there is a Change-in-Control of the Company, as defined in
the Employment Agreement, prior to the amounts payable under (A) and (E) above
are made, such remaining amounts shall be paid in a lump sum within five (5)
days after such Change-in-Control. Upon a Change-in-Control of the Company (as
defined in the applicable plan), all rights and entitlements under the Company's
equity and employee benefit plans shall be determined in accordance with the
Change-in-Control provisions of the applicable plans.

         2.       All provisions of the Employment Agreement that are intended
to survive the Executive's termination of employment shall continue to survive,
including but not limited to Sections 10, 11, 12, 13 and 14.

         3.       In exchange for the Executive's waiver of certain claims
against the Company to be executed simultaneous with execution of this Agreement
(the "Waiver", attached as Exhibit A), the Company hereby agrees to pay the
Executive a payment equal to $1.2 million on February 21, 2003. The Executive
agrees to continue to be bound by the Employment Agreement and all other
policies, plans and programs of the Company through the Termination Date.

         4.       Upon the Executive's execution and delivery on or after the
Termination Date of a full release (the "Release", attached as Exhibit B), and
her not revoking such Release within the time period specified therein, the
Company agrees to provide the Executive with the following additional
entitlements:

                  (A)      Effective on the Termination Date, accelerated
                           vesting in 18,106 shares of formerly restricted stock
                           (representing 5,904 shares of the November 13, 1998
                           grant and 12,202 shares of the September 1, 1999
                           grant); and

                  (B)      Full vesting in the options granted February 11,
                           2000, June 10, 2002 and December 4, 2002, as of the
                           Termination Date; and

                  (C)      Five (5) years of additional service and compensation
                           credit equivalent to Base Salary under the USI
                           Supplemental Retirement Plan (in addition to that
                           under Section 1(D) above); and

                  (D)      On or prior to December 15, 2003, a termination
                           payment equal to $110,911 multiplied by a factor (up
                           to 150%) equal to the level of achievement approved
                           by the Compensation Committee for executive officers
                           for fiscal year 2003, generally, pursuant to the
                           Company's annual incentive performance plan; and


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                  (E)      Extension of the option exercise period through the
                           third annual anniversary of the Termination Date (but
                           subject to all of the other provisions of the grants
                           and plans relating to exercise period other than that
                           related to termination of employment) for all vested
                           options remaining outstanding following the
                           Termination Date which were previously granted under
                           the Company's stock option programs and which are not
                           forfeited pursuant to Section 5(B) hereof; and

                  (F)      Following the period referenced in 1(F) above,
                           continued medical/health/vision/dental coverage under
                           the USI Welfare Plan as it exists from time-to-time
                           (i.e., COBRA defined coverages excluding life
                           insurance and long term disability coverage), as a
                           retired employee, during her lifetime (including any
                           eligible dependents as defined in such plan), without
                           charge to her prior to her 60th birthday, provided
                           however, if such retiree benefits, or related terms,
                           are modified or terminated for retired participants
                           in the USI Welfare Plan (or its successor or
                           replacement plan), such modification or termination
                           shall also apply to Executive; and

                  (G)      Following the Termination Date, the Company will use
                           its full best efforts to assure that Executive's
                           benefits provided under the USI Supplemental
                           Retirement Plan, or successor plan, will be handled
                           in the same manner as for the other executive
                           officers' benefits which accrued under such plan; and

                  (H)      Executive's Long Term Incentive Plan ("LTIP") account
                           balance, amounting to $129,116.87 as of the
                           Termination Date, paid to Executive promptly after
                           the Effective Date; and

                  (I)      A payment of $100,000 paid to Executive promptly
                           after the Effective Date, in favor of the assistance
                           and services referenced in 5(C) below.


         5.       Further, the parties agree as follows:

                  (A)      Section 9 of the Employment Agreement shall be of no
                           further force or effect after the Termination Date;
                           and

                  (B)      All options granted to Executive on December 2, 1996,
                           November 13, 1998, September 1, 1999 and May 3, 2000
                           shall be forfeited on the day after the Termination
                           Date; and

                  (C)      The Executive agrees to be reasonably available to
                           assist the Company at the Company's request, for up
                           to fifty days during the twenty-four month period
                           following the Termination Date (as such times as
                           mutually agreed in good faith between the parties).
                           Performance of services for more than four (4) hours
                           in a day shall count as a full day. Performance of
                           services for less than four (4) hours in a day shall
                           be aggregated and treated as one (1) day for each
                           eight (8) hours. The Company will reimburse Executive
                           for all pre-approved traveling expenses and all other
                           reasonable out-of-

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                           pocket expenses incurred by Executive in order for
                           her to fulfill this obligation; but shall otherwise
                           not pay the Executive for such services; and

                  (D)      The Executive agrees that she shall not disparage or
                           encourage or induce others to disparage the Company
                           Entities. For purposes of this Section, the term
                           "disparage" includes, without limitation, comments or
                           statements to the press, or the Company's employees
                           or any individual or entity with whom the Company
                           Entities has a business relationship which would
                           adversely affect in any manner: (i) the conduct of
                           the business of any Company Entity (including,
                           without limitation, any business plans or prospects)
                           or (ii) the business reputation of any Company
                           Entity. Further, neither the Company formally, nor
                           its directors or named executive officers, shall
                           disparage the Executive by any public statement or
                           encourage or induce others to publicly disparage the
                           Executive.

                  (E)      The Executive agrees that she will cooperate with the
                           Company and/or the Company Entities and its or their
                           respective counsel in connection with any
                           investigation, administrative proceeding or
                           litigation relating to any matter that occurred
                           during her employment in which she was involved or of
                           which she has knowledge as a result of her employment
                           with the Company. The obligations of this Section
                           5(E) shall not count against the fifty days under (C)
                           above. The Company shall reimburse the Executive for
                           any reasonable pre-approved out-of-pocket travel,
                           delivery or similar expenses incurred in providing
                           such service to the Company.

                           Further, the Executive agrees that, in the event she
                           is subpoenaed by any person or entity (including, but
                           not limited to, any government agency) to give
                           testimony (in a deposition, court proceeding or
                           otherwise) which in any way relates to her employment
                           by the Company and/or the Company Entities, she will
                           give prompt notice of such request to the General
                           Counsel of the Company at the offices of the Company
                           and will make no disclosure until the Company and/or
                           the Company Entities have had a reasonable
                           opportunity to contest the right of the requesting
                           person or entity to such disclosure, unless required
                           otherwise by law.

                  (F)      The Executive represents that on or prior to the
                           Termination Date she will return to the Company all
                           property belonging to the Company and/or the Company
                           Entities, other than the laptop and pocket PC which
                           she will use in the course of her consulting
                           assignments pursuant to Section 5(C), including but
                           not limited to leased vehicle, keys, card access to
                           the building and office floors, any applicable
                           Employee Handbook, phone cards, credit cards, rolodex
                           (if provided by the Company and/or the Company
                           Entities), computer user name and password, disks
                           and/or voicemail code. The Executive further
                           acknowledges and agrees that the Company shall have
                           no obligation to make the payment(s) and provide the
                           benefits referred to in Section 3 above unless and
                           until she has satisfied all her obligations pursuant
                           to this paragraph. Executive may retain copies of her
                           address book and similar references.

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                  (G)      The terms and conditions of this Agreement are and
                           shall be deemed to be confidential until such time
                           that this Agreement is filed with the Securities and
                           Exchange Commission by the Company in its normal
                           course of business, and until such time shall not be
                           disclosed by Executive to any person or entity
                           without the prior written consent of the Company,
                           except if required by law, and to her accountants,
                           attorneys and/or domestic partner, provided that, to
                           the maximum extent permitted by applicable law, rule,
                           code or regulation, they agree to maintain the
                           confidentiality of the Release. The Executive further
                           represents that she has not disclosed the terms and
                           conditions of the Release to anyone other than her
                           attorneys, accountants and/or domestic partner.

                  (H)      This Agreement is not intended, and shall not be
                           construed, as an admission that any of the Company
                           Entities has violated any federal, state or local law
                           (statutory or decisional), ordinance or regulation,
                           breached any contract or committed any wrong
                           whatsoever against the Executive.

                  (I)      Executive acknowledges that as an officer of the
                           Company she has a continuing fiduciary obligation to
                           maintain the confidentiality of the Company's trade
                           secrets and confidential information.

         6.       The Executive acknowledges that she understands that in the
event of a willful or material breach of this Agreement by her, including the
Waiver and Release attached and made part of this Agreement, she shall not be
entitled to the benefits and payments referenced in Sections 3 and 4 above, and
that she shall return to the Company, on demand, all such previously provided
benefits and payments.

         7.       Should any provision of this Agreement require interpretation
or construction, it is agreed by the parties that the entity interpreting or
constructing this Agreement shall not apply a presumption against one party by
reason of the rule of construction that a document is to be construed more
strictly against the party who prepared the document.

         8.       This Agreement is binding upon, and shall inure to the benefit
of, the parties and their respective heirs, executors, administrators,
successors and assigns.

         9.       This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida without regard to the principles of
conflicts of law.


For:     U.S. Industries, Inc.



By:  /s/ Steven C. Barre                         /s/ Dorothy E. Sander
     -----------------------------               -----------------------------
     Steven C. Barre                             Dorothy E. Sander (Executive)
     Senior Vice President, General
       Counsel and Secretary



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--------------------------------------------------------------------------------

                               WAIVER -- EXHIBIT A

--------------------------------------------------------------------------------




         Reference is made to the Agreement and General Release (the
"Agreement") by and between Dorothy E. Sander ("Executive") dated February 21,
2003 and U.S. Industries, Inc. (the "Company"). All references herein shall have
the same meaning as in the Agreement.

         In exchange for the payment in accordance with Section 3 of the
Agreement, the Executive, for herself, and for her heirs, executors,
administrators, trustees, legal representatives and assigns (hereinafter
referred to collectively as "Releasors") hereby waives any claims against the
Company and its past, present and future parent entities, subsidiaries,
divisions, affiliates and related business entities, successors and assigns,
assets, employee benefit plans or funds, and any of its or their respective
past, present and/or future directors, officers, fiduciaries, agents, trustees,
administrators, employees and assigns, whether acting on behalf of the Company
or in their individual capacities (collectively the "Company Entities") from any
and all claims, demands, causes of action, fees and liabilities of any kind
whatsoever, whether known or unknown, which she ever had, now have, or may have
against any of the Company Entities by reason of any act, omission, transaction,
practice, plan, policy, procedure, conduct, occurrence, or other matter up to
and including the date on which she signs this Waiver.

         Without limiting the generality of the foregoing, this Waiver is
intended to and shall release the Company Entities from any and all claims,
whether known or unknown, which Releasors ever had, now have, or may have
against the Companies Entities arising out of her employment and/or her
separation from that employment, including, but not limited to: (i) any claim
under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Employee Retirement Income Security Act of 1974 (excluding claims for
vested benefits under any qualified employee benefit or pension plan of the
Company Entities subject to the terms and conditions of such plan and applicable
law), and the Family and Medical Leave Act; (ii) any claim under the New Jersey
Civil Rights Act, the New Jersey Law Against Discrimination and the New Jersey
Conscientious Employee Protection Act (iii) any claim under the Florida Civil
Rights Act, the Florida Equal Pay Law or the Florida AIDS Act; (iv) any other
claim (whether based on federal, state, or local law, statutory or decisional)
relating to or arising out of your employment, the terms and conditions of such
employment, the termination of such employment, and/or any of the events
relating directly or indirectly to or surrounding the termination of that
employment, including but not limited to breach of contract (express or
implied), wrongful discharge, detrimental reliance, defamation, emotional
distress or compensatory or punitive damages; and (v) any claim for attorneys'
fees, costs, disbursements and/or the like, other than pursuant to Section 13 of
the Employment Agreement. This Waiver shall not apply to claim under the Age
Discrimination in Employment Act. Nothing in this Waiver shall be a waiver of
claims that may arise after the date on which this Waiver is executed or rights
of indemnification (including to directors and officer liability insurance) to
which the Executive was entitled immediately prior to the date on which this
Waiver was executed under the Company's Certificate of Incorporation, By-laws,
Employment Agreement or otherwise with regard to her service with the Company or
her rights under the Agreement.


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         Further, the Executive hereby acknowledges that it is her intent to
execute the Release attached to the Agreement as Exhibit B. The Executive hereby
confirms that she knows of no reason as of the date of the execution of this
Waiver that would prevent her from executing such Release in a timely fashion.

         The Executive acknowledges and confirms that should the Release not be
timely executed, or if the Release is rescinded during the prescribed period,
that the Agreement shall be modified such that Executive shall not be entitled
to the amounts and benefits due under Section 4 thereof, and shall forfeit the
amounts due under Sections A(i) and (ii) thereof, but the Agreement and Waiver
shall otherwise remain fully in force and effect.

AGREED:


/s/ Dorothy E. Sander                               Date:  February 21, 2003
-----------------------------
Dorothy E. Sander (Executive)



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                              RELEASE -- EXHIBIT B

         Reference is made to the Agreement and General Release dated February
21, 2003 (the "Agreement"), including Exhibit A (the "Waiver") by and between
Dorothy E. Sander ("Executive") and U.S. Industries, Inc. (the "Company"). All
references herein shall have the same meaning as in the Agreement.

         In accordance with the Agreement and in exchange for the entitlements
in the Agreement, the Executive hereby agrees as follows:

         (A) After the Termination Date, the Executive shall not represent
         herself as being an employee, officer, agent or representative of the
         Company for any purpose, other than pursuant to the consulting
         arrangement referenced in Section 4(C) of the Agreement. The Executive
         also hereby acknowledges and agrees that the Company and its
         subsidiaries shall have no obligation to rehire her, or to consider her
         for employment, after the Termination Date. The Executive further
         warrants and represents that she will not seek employment with the
         Company or its subsidiaries at any time in the future.

         (B) The Executive acknowledges and agrees that the payment(s) and other
         benefits provided pursuant to Sections 3 and 4 of the Agreement: (i)
         are in full discharge of any and all liabilities and obligations of the
         Company to her, monetarily or with respect to employee benefits or
         otherwise, including but not limited to any and all obligations arising
         under the Employment Agreement, any alleged written or oral employment
         arrangement or agreement, policy, plan or procedure of the Company
         and/or any alleged understanding or arrangement between her and the
         Company; and (ii) exceed(s) any payment, benefit, or other thing of
         value to which she might otherwise be entitled under any policy, plan,
         arrangement or procedure of the Company.

         (C) In consideration for the payment and benefits to be provided to
         Executive pursuant to Sections 3 and 4 of the Agreement, the Executive,
         for herself and her heirs, executors, administrators, trustees, legal
         representatives and assigns (hereinafter referred to collectively as
         "Releasors"), forever release and discharge the Company and its past,
         present and future parent entities, subsidiaries, divisions, affiliates
         and related business entities, successors and assigns, assets, employee
         benefit plans or funds, and any of its or their respective past,
         present and/or future directors, officers, fiduciaries, agents,
         trustees, administrators, employees and assigns, whether acting on
         behalf of the Company or in their individual capacities (collectively
         the "Company Entities") from any and all claims, demands, causes of
         action, fees and liabilities of any kind whatsoever, whether known or
         unknown, which she ever had, now have, or may have against any of the
         Company Entities by reason of any act, omission, transaction, practice,
         plan, policy, procedure, conduct, occurrence, or other matter up to and
         including the date on which she signs this Release.

         Without limiting the generality of the foregoing, this Release is
         intended to and shall release the Company Entities from any and all
         claims, whether known or unknown, which Releasors ever had, now have,
         or may have against the Companies Entities arising out of her
         employment and/or her separation from that employment, including, but
         not limited to: (i) any claim under Title VII of the Civil Rights Act
         of 1964, the Americans with Disabilities Act, the Employee Retirement
         Income Security Act of 1974 (excluding



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         claims for vested benefits under any qualified employee benefit or
         pension plan of the Company Entities subject to the terms and
         conditions of such plan and applicable law), and the Family and Medical
         Leave Act; (ii) any claim under the New Jersey Civil Rights Act, the
         New Jersey Law Against Discrimination and the New Jersey Conscientious
         Employee Protection Act (iii) any claim under the Florida Civil Rights
         Act, the Florida Equal Pay Law or the Florida AIDS Act; (iv) any other
         claim (whether based on federal, state, or local law, statutory or
         decisional) relating to or arising out of your employment, the terms
         and conditions of such employment, the termination of such employment,
         and/or any of the events relating directly or indirectly to or
         surrounding the termination of that employment, including but not
         limited to breach of contract (express or implied), wrongful discharge,
         detrimental reliance, defamation, emotional distress or compensatory or
         punitive damages; and (v) any claim for attorneys' fees, costs,
         disbursements and/or the like, other than pursuant to Section 13 of the
         Employment Agreement. Nothing in this Release shall be a waiver of
         claims that may arise after the date on which this Release is executed
         or rights of indemnification (including to directors and officer
         liability insurance) to which the Executive was entitled immediately
         prior to the date on which this Release was executed under the
         Company's Certificate of Incorporation, By-laws, Employment Agreement
         or otherwise with regard to her service with the Company or her rights
         under the Agreement.

         (D) The Executive represents and warrants that she has not commenced,
maintained, prosecuted or participated in any action, suit, charge, grievance,
complaint or proceeding of any kind against Company Entities in any court or
before any administrative or investigative body or agency and/or that she is
hereby withdrawing with prejudice any such complaints, charges, or actions that
she may have filed against Company Entities. Executive further acknowledges and
agrees that by virtue of the foregoing, she has waived all relief available to
her (including without limitation, monetary damages, equitable relief and
reinstatement) under any of the claims and/or causes of action waived in
paragraph (C) above.

         (E) Executive acknowledges that she: (a) has carefully read this
Release in its entirety; (b) has had an opportunity to consider the terms of
this Release for at least twenty-one (21) days; (c) is hereby advised by the
Company in writing to consult with an attorney of her choice in connection with
this Release; (d) fully understands the significance of all of the terms and
conditions of this Release and has discussed them with her independent legal
counsel, or has had a reasonable opportunity to do so; (e) has had answered to
her satisfaction by her independent legal counsel any questions she has asked
with regard to the meaning and significance of any of the provisions of this
Release; and (f) is signing this Release voluntarily and of her own free will
and agrees to abide by all the terms and conditions contained herein.

         (F) The Executive understands that she will have at least twenty-one
(21) days from the date of receipt of this Release to consider the terms and
conditions of this Release and that she may accept this Release by signing it
and returning it to Steven C. Barre, Senior Vice President and General Counsel
at U. S. Industries, Inc., 777 S. Flagler Drive (Suite 1112), West Palm Beach,
FL 33401-6161 on or after March 31, 2003, but not after April 10, 2002, the date
this Agreement, if not executed, becomes null and void. After executing this
Release, the Executive shall have seven (7) days (the "Revocation Period") to
revoke the Release by indicating her desire to do so in writing delivered to
Steven C. Barre at the address above, or by fax to 561-514-3888, by no later
than 5:00 p.m. on the seventh (7th) day after the date of execution. The
effective date of the Release shall be the eighth (8th) day after the date the


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Executive signs the Release (the "Effective Date"). If the last day of the
Revocation Period falls on a Saturday, Sunday or holiday, the last day of the
Revocation Period will be deemed to be the next business day, and the Effective
Date shall be the business day following the last day of the Revocation Period.
In the event the Executive does not accept the Release as set forth above, or in
the event she revoked this Release during the Revocation Period, the provisions
of the last paragraph of the Waiver shall apply.


AGREED:


 /s/ Dorothy E. Sander                                      April 1, 2003
---------------------------------                        --------------------
 Dorothy E. Sander ("Executive")                                 Date











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