<PAGE>

                                                                   EXHIBIT 10.52




                              DATED 16 October 2003







                              JACUZZI BRANDS, INC.



                                       and



                            WILMINGTON TRUST COMPANY





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

                               CHARGE OVER SHARES

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















                                Slaughter and May
                                 One Bunhill Row
                                 London EC1Y 8YY

                                    AGR/MDSC



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                                       2


                                    CONTENTS

                                                                         Page
                                                                         ----
1.       Interpretation                                                     4

2.       Covenant to Pay                                                    6

3.       Charge                                                             6

4.       Relationship with Senior Share Charge                              7

5.       Further Assurances                                                 7

6.       Trust for the Secured Parties                                      7

7.       Chargor's Rights before Enforcement                                7

8.       Covenants                                                          8

9.       Enforcement                                                        8

10.      Dealings with Charged Property on Enforcement                      8

11.      Application of Moneys                                             10

12.      General Rights of Security Trustee                                10

13.      Liability of Security Trustee, Delegates and Nominees             11

14.      Protection of Third Parties                                       11

15.      Continuing Security                                               12

16.      Other Security                                                    12

17.      Charge not to be Affected                                         12

18.      Release of Charged Property                                       13

19.      Power of Attorney                                                 13

20.      Stamp Duty                                                        14

21.      Communications                                                    14

22.      Rights and Waivers                                                15





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                                       3


23.      Invalidity                                                        15

24.      Assignment by Security Trustee                                    16

25.      Contracts (Rights of Third Parties) Act 1999                      16

26.      Governing Law, Jurisdiction and Agents for Service                16

SCHEDULE 1                                                                 18


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                                       4



THIS CHARGE OVER SHARES dated 16 October 2003 is made as a deed

BETWEEN

1.       JACUZZI BRANDS, INC., a company incorporated under the laws of the
         State of Delaware, United States of America (the "CHARGOR")

AND

2.       WILMINGTON TRUST COMPANY, of Rodney Square North, 1100 North Market
         Street, Wilmington, DE19890 not in its individual capacity but solely
         in its capacity as Security Trustee (the "SECURITY TRUSTEE", which
         expression includes its successors in title and assigns).

NOW THIS DEED WITNESSES  as follows:-

1.       INTERPRETATION

1.1      TERMS ALREADY DEFINED

         Except to the extent the context otherwise requires or to the extent
         specifically defined in this deed, words and expressions defined in the
         Indenture shall have the same meaning when used in this deed.

1.2      DEFINITIONS

         In this deed:-

         "ADMINISTRATION" means administration under Part II of the Insolvency
         Act 1986.

         "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
         banks are open for business in New York.

         "CHARGE" means all or any of the Security created, or which may at any
         time be created, by or pursuant to this deed.

         "CHARGED PROPERTY" means the Original Shares, any Further Shares, any
         Derived Assets and any Dividends.

         "DELEGATE" means a delegate or sub-delegate appointed pursuant to
         clause 12.3.

         "DERIVED ASSETS" means all Shares, rights or other property of a
         capital nature which accrue or are offered, issued or paid at any time
         (by way of bonus, rights, redemption, conversion, exchange,
         substitution, consolidation, subdivision, preference, warrant, option,
         purchase or otherwise) in respect of:-

         (A)      the Original Shares; or



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                                       5


         (B)      any Further Shares; or

         (C)      any Shares, rights or other property previously accruing,
                  offered, issued or paid as mentioned in this definition.

         "DISSOLUTION" of a person includes the bankruptcy, insolvency,
         liquidation, amalgamation, reconstruction, reorganisation,
         Administration, administrative or other receivership, or dissolution of
         that person, and any equivalent or analogous proceeding by whatever
         name known and in whatever jurisdiction, and any step taken (including,
         but without limitation, the presentation of a petition or the passing
         of a resolution) for or with a view to any of the foregoing.

         "DIVIDENDS" means all dividends, interest and other income paid or
         payable in respect of the Original Shares, any Further Shares or any
         Derived Assets.

         "FURTHER SHARES" means all Shares (other than the Original Shares and
         any Shares comprised in any Derived Assets) which the Chargor and the
         Security Trustee may at any time agree shall be subject to the Charge.

         "INDENTURE" means the Indenture dated 15th July 2003 made between,
         amongst others, Jacuzzi Brands, Inc. and Wilmington Trust Company.

         "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated 15th
         July 2003 between, amongst others, Fleet Capital Corporation,
         Wilmington Trust Corporation and Jacuzzi Brands, Inc.

         "LPA" means the Law of Property Act 1925.

         "ORIGINAL SHARES" means the Shares listed in schedule 1.

         "RIGHTS" means rights, benefits, powers, privileges, authorities,
         discretions and remedies (in each case, of any nature whatsoever).

         "SECURITY" includes any mortgage, fixed or floating charge,
         encumbrance, lien, pledge, hypothecation, assignment by way of
         security, or title retention arrangement (other than in respect of
         goods purchased in the ordinary course of trading), and any agreement
         or arrangement having substantially the same economic or financial
         effect as any of the foregoing (including any "hold back" or "flawed
         asset" arrangement).

         "SENIOR SHARE CHARGE" means the deed of charge dated on or about the
         date hereof granted by the Chargor in favour of Fleet Capital
         Corporation.

         "SHARES" means stocks, shares and other securities of any kind.

         "TAX" includes any present or future tax, levy, impost, duty, charge,
         fee, deduction or withholding of any nature, and any interest or
         penalty in respect thereof.

         "WORKING HOURS" means 9.00 a.m. to 5.00 p.m. on a Business Day.


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                                       6


1.3      REFERENCES AND CONSTRUCTION

         (A)      In this deed, unless otherwise specified:-

                  (i)      references to clauses and schedules are to clauses of
                           and schedules to this deed;

                  (ii)     headings to clauses are for convenience only and are
                           to be ignored in construing this deed;

                  (iii)    references to a "person" are to be construed so as to
                           include any individual, firm, company, government,
                           state or agency of a state, local or municipal
                           authority, or any joint venture, association or
                           partnership (whether or not having separate legal
                           personality);

                  (iv)     references to a "company" are to be construed so as
                           to include any company, corporation or other body
                           corporate, wherever and however incorporated or
                           established;

                  (v)      references to any statute or statutory provision are
                           to be construed as a reference to the same as it may
                           have been, or may from time to time be, amended,
                           modified or re-enacted, and include references to all
                           bye-laws, instruments, orders and regulations for the
                           time being made thereunder or deriving validity
                           therefrom; and

                  (vi)     references to times of the day are to London time.

         (B)      Except to the extent that the context otherwise requires, any
                  reference in this deed to "THIS DEED" or any other deed,
                  agreement or instrument is a reference to this deed or, as the
                  case may be, the relevant deed, agreement or instrument as
                  amended, supplemented, replaced or novated from time to time
                  and includes a reference to any document which amends,
                  supplements, replaces, novates or is entered into, made or
                  given pursuant to or in accordance with any of the terms of
                  this deed or, as the case may be, the relevant deed, agreement
                  or instrument.

2.       COVENANT TO PAY

         The Chargor covenants with the Security Trustee to pay and discharge
         all the Security Obligations at the time or times when, and in the
         currency or currencies in which, the same are expressed to be payable
         under the Indenture or, as the case may be, this deed.

3.       CHARGE

         The Chargor, as continuing security for the payment and discharge of
         all the Security Obligations, charges all its Rights, title and
         interest in and to the Charged Property by


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                                       7


         way of second fixed charge in favour of the Security Trustee for itself
         and as trustee for the Secured Parties.

4.       RELATIONSHIP WITH SENIOR SHARE CHARGE

         The Security Trustee acknowledges that the Charge shall rank subsequent
         to the Security Interest created by the Senior Share Charge and that
         the provisions of this deed, including the rights and powers of the
         Security Trustee, shall in all respects be subject to the provisions of
         the Senior Share Charge and the Intercreditor Agreement. The Chargor
         shall not be obliged under this deed to take any action or refrain from
         taking any action which would conflict with:

         (A)      its obligations under the Senior Share Charge or the
                  Intercreditor Agreement; or

         (B)      any action taken or which it has refrained from taking in
                  performance of its obligations under the Senior Share Charge
                  or the Intercreditor Agreement.

5.       FURTHER ASSURANCES

         The Chargor shall, at its own cost, promptly execute and do all such
         deeds, instruments, transfers, renunciations, proxies, notices,
         documents, assurances, acts and things in such form as the Security
         Trustee may from time to time require:-

         (A)      for perfecting, preserving or protecting the Charge or the
                  priority of the Charge; and

         (B)      for facilitating the realisation of the Charge or the exercise
                  of any Rights vested in the Security Trustee.

6.       TRUST FOR THE SECURED PARTIES

         The parties hereto agree that the Security Trustee shall hold the
         security constituted by, and created pursuant to, this deed together
         with all rights, benefits, interests, covenants, undertakings and
         warranties given in its favour hereunder, and the property from time to
         time representing the same, on trust for the Secured Parties upon and
         subject to the terms and conditions hereof and according to their
         respective interests.


7.       CHARGOR'S RIGHTS BEFORE ENFORCEMENT

         Until the Charge shall become enforceable, the Chargor shall be
         entitled to:-

         (A)      receive and retain free from the Charge any Dividends paid to
                  it; and

         (B)      exercise and control the exercise of all voting and other
                  Rights relating to the Charged Property provided that the
                  entitlement of the Chargor under this CLAUSE 7(B) may at any
                  time be terminated upon and to the extent of any


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                                       8


         notice by the Security Trustee to the Chargor evidencing the Security
         Trustee's intention thenceforth to direct the exercise of such Rights
         for the purpose of preserving the value of the Charge.

8.       COVENANTS

         The Chargor shall not, except as permitted in the Indenture:-

         (A)      create, attempt to create or permit to subsist any Security
                  (other than the Charge or under the Senior Share Charge) on,
                  over or with respect to any of the Charged Property;

         (B)      sell, transfer, lend, assign, part with its interest in,
                  dispose of, grant any option in respect of or otherwise deal
                  with any of its Rights, title and interest in and to the
                  Charged Property, or agree to do any of the foregoing
                  (otherwise than pursuant to this deed or the Senior Share
                  Charge).

9.       ENFORCEMENT

9.1      CHARGE SHALL BECOME ENFORCEABLE

         The Charge shall become enforceable, and the powers conferred by
         section 101 of the LPA as varied and extended by this deed shall be
         exercisable, upon and at any time after the occurrence of an Event of
         Default.

9.2      SECTION 101 LPA

         The powers conferred by section 101 of the LPA, as varied and extended
         by this deed, shall be deemed to have arisen immediately on the
         execution of this deed.

9.3      SECTIONS 93 AND 103 LPA

         Sections 93 and 103 of the LPA shall not apply to this deed.

10.      DEALINGS WITH CHARGED PROPERTY ON ENFORCEMENT

10.1     RIGHTS OF SECURITY TRUSTEE

         At any time after the Charge has become enforceable, the Security
         Trustee shall have the right, without any notice to or consent of the
         Chargor:-

         (A)      Possession

                  to take possession of, collect and get in the Charged
                  Property, and in particular to take any steps necessary to
                  vest all or any of the Charged Property in the name of the
                  Security Trustee or its nominee (including completing any
                  transfers of any Shares comprised in the Charged Property) and
                  to receive and retain any Dividends;


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                                       9


         (B)      Sell

                  to sell, exchange, convert into money or otherwise dispose of
                  or realise the Charged Property (whether by public offer or
                  private contract) to any person and for such consideration
                  (whether comprising cash, debentures or other obligations,
                  Shares or other valuable consideration of any kind) and on
                  such terms (whether payable or deliverable in a lump sum or by
                  instalments) as it may think fit, and for this purpose to
                  complete any transfers of the Charged Property;

         (C)      Voting Rights

                  for the purpose of preserving the value of the Charge or
                  realising the same, to exercise or direct the exercise of all
                  voting and other Rights relating to the Charged Property in
                  such manner as it may think fit;

         (D)      Claims

                  to settle, adjust, refer to arbitration, compromise and
                  arrange any claims, accounts, disputes, questions and demands
                  relating in any way to the Charged Property;

         (E)      Legal actions

                  to bring, prosecute, enforce, defend and abandon actions,
                  suits and proceedings in relation to the Charged Property; and

         (F)      Other Rights

                  to do all such other acts and things it may consider necessary
                  or expedient for the realisation of the Charged Property or
                  incidental to the exercise of any of the Rights conferred on
                  it under or in connection with this deed or the LPA and to
                  concur in the doing of anything which it has the Right to do
                  and to do any such thing jointly with any other person.

10.2     OBLIGATIONS OF CHARGOR

         After the Charge has become enforceable:-

         (A)      all Dividends shall be paid to and retained by the Security
                  Trustee, and any such moneys which may be received by the
                  Chargor shall, pending such payment, be segregated from any
                  other property of the Chargor and held in trust for the
                  Security Trustee; and

         (B)      the Chargor shall procure that all voting and other Rights
                  relating to the Charged Property are exercised in accordance
                  with such instructions (if any) as may from time to time be
                  given to the Chargor by the Security Trustee, and the Chargor
                  shall deliver to the Security Trustee such forms of proxy or
                  other


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                                       10


                  appropriate forms of authorisation to enable the Security
                  Trustee to exercise such voting and other Rights.

11.      APPLICATION OF MONEYS

         All moneys arising from the exercise of the powers of enforcement under
         this deed shall (except as may be otherwise required by applicable law)
         be held and applied in the order of priority set out in the Indenture.

12.      GENERAL RIGHTS OF SECURITY TRUSTEE

12.1     REDEMPTION OF SECURITY

         The Security Trustee may at any time redeem any Security over the
         Charged Property having priority to the Charge or procure the transfer
         thereof to the Security Trustee and may settle the accounts of
         encumbrancers. Any accounts so settled shall be conclusive and binding
         on the Chargor. The Chargor shall on demand pay to the Security Trustee
         all principal moneys, interest, costs, charges, losses, liabilities and
         expenses of and incidental to any such redemption or transfer.

12.2     NEW ACCOUNT

         At any time following:

         (A)      the Security Trustee receiving notice (either actual or
                  constructive) of any subsequent Security affecting the Charged
                  Property or,

         (B)      the Dissolution of the Chargor,

         the Security Trustee may open a new account in the name of the Chargor
         (whether or not it permits any existing account to continue).

         If the Security Trustee does not open such a new account, it shall
         nevertheless be treated as if it had done so at the time when the
         notice was received or was deemed to have been received or, as the case
         may be, the Dissolution commenced. Thereafter, all payments made by the
         Chargor to the Security Trustee or received by the Security Trustee for
         the account of the Chargor shall be credited or treated as having been
         credited to the new account and shall not operate to reduce the amount
         secured by this deed at the time when the Security Trustee received or
         was deemed to have received such notice or, as the case may be, the
         Dissolution commenced.

12.3     DELEGATION

         The Security Trustee may delegate in any manner to any person any of
         the Rights which are for the time being exercisable by the Security
         Trustee under this deed. Any such delegation may be made upon such
         terms and conditions (including power to sub-delegate) as the Security
         Trustee may think fit.


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                                       11


13.      LIABILITY OF SECURITY TRUSTEE, DELEGATES AND NOMINEES

13.1     POSSESSION

         If the Security Trustee or any Delegate shall take possession of the
         Charged Property, it may at any time relinquish such possession.

13.2     SECURITY TRUSTEE'S LIABILITY

         The Security Trustee shall not in any circumstances (whether by reason
         of taking possession of the Charged Property or for any other reason
         whatsoever and whether as mortgagee in possession or on any other basis
         whatsoever):-

         (A)      be liable to account to the Chargor or any other person for
                  anything except the Security Trustee's own actual receipts; or

         (B)      be liable to the Chargor or any other person for any costs,
                  charges, losses, damages, liabilities or expenses arising from
                  any realisation of the Charged Property or from any exercise
                  or non-exercise by the Security Trustee of any Right conferred
                  upon it in relation to the Charged Property or from any act,
                  default, omission or misconduct of the Security Trustee, its
                  officers, employees or Security Trustees in relation to the
                  Charged Property except to the extent that they shall be
                  caused by the Security Trustee's own fraud, negligence or
                  wilful misconduct or that of its officers or employees.

13.3     DELEGATE'S AND NOMINEE'S LIABILITY

         All the provisions of CLAUSE 13.2 shall apply, mutatis mutandis, in
         respect of the liability of any Delegate or nominee of the Security
         Trustee or any officer, employee or agent of the Security Trustee, any
         Delegate or any nominee of the Security Trustee.

13.4     INDEMNITY

         The Security Trustee and every Delegate, attorney, manager, agent or
         other person appointed by the Security Trustee hereunder shall be
         entitled to be indemnified out of the Charged Property in respect of
         all liabilities and expenses incurred by any of them in the execution
         or purported execution of any of its Rights and against all actions,
         proceedings, costs, claims and demands in respect of any matter or
         thing done or omitted in any way relating to the Charged Property
         (except to the extent arising from the Security Trustee's gross
         negligence or wilful misconduct), and the Security Trustee and any such
         Delegate, attorney, manager, agent or other person appointed by the
         Security Trustee hereunder may retain and pay all sums in respect of
         the same out of any moneys received.

14.      PROTECTION OF THIRD PARTIES

         No person dealing with the Security Trustee or any Delegate shall be
         concerned to enquire whether any event has happened upon which any of
         the Rights conferred


<PAGE>
                                       12


         under or in connection with this deed or the LPA are or may be
         exercisable, whether any consents, regulations, restrictions or
         directions relating to such Rights have been obtained or complied with
         or otherwise as to the propriety or regularity of acts purporting or
         intended to be in exercise of any such Rights or as to the application
         of any money borrowed or raised or other proceeds of enforcement. All
         the protections to purchasers contained in sections 104 and 107 of the
         LPA or in any other legislation for the time being in force shall apply
         to any person purchasing from or dealing with the Security Trustee or
         any Delegate.

15.      CONTINUING SECURITY

         The Charge shall be a continuing security for the Security Obligations
         and shall not be satisfied, discharged or affected by any intermediate
         payment or settlement of account (whether or not any Security
         Obligations remain outstanding thereafter) or any other matter or thing
         whatsoever.

16.      OTHER SECURITY

         The Charge shall be in addition to and shall not be prejudiced by any
         other Security or any guarantee or indemnity or other document which
         the Security Trustee may at any time hold for the payment of the
         Security Obligations.

17.      CHARGE NOT TO BE AFFECTED

         Without prejudice to CLAUSES 15 AND 16, neither the Charge nor the
         liability of the Chargor for the Security Obligations shall be
         prejudiced or affected by:-

         (A)      any variation or amendment of, or waiver or release granted
                  under or in connection with, any other Security or any
                  guarantee or indemnity or other document; or

         (B)      time being given, or any other indulgence or concession being
                  granted, by the Security Trustee to the Chargor or any other
                  person; or

         (C)      the taking, holding, failure to take or hold, varying,
                  realisation, non-enforcement, non-perfection or release by the
                  Security Trustee or any other person of any other Security, or
                  any guarantee or indemnity or other document; or

         (D)      the Dissolution of the Chargor or any other person; or

         (E)      any change in the constitution of the Chargor; or

         (F)      any amalgamation, merger or reconstruction that may be
                  effected by the Security Trustee with any other person or any
                  sale or transfer of the whole or any part of the undertaking,
                  property and assets of the Security Trustee to any other
                  person; or


<PAGE>
                                       13


         (G)      the making or absence of any demand for payment of any
                  Security Obligations on the Chargor or any other person,
                  whether by the Security Trustee or any other person; or

         (H)      any arrangement or compromise entered into by the Security
                  Trustee with the Chargor or any other person.

18.      RELEASE OF CHARGED PROPERTY

         If the Security Trustee is satisfied that:-

         (A)      all the Security Obligations have been paid or discharged in
                  full and the Indenture has been terminated; or

         (B)      Security or a guarantee for the Security Obligations, in each
                  case acceptable to the Security Trustee, has been provided in
                  substitution for this deed,

         or in any of the circumstances referred to in section 11.04 of the
         Indenture, the Security Trustee shall at the request and cost of the
         Chargor execute such deeds and do all such acts and things as may be
         necessary to release the Charged Property (or the relevant part
         thereof) from the Charge.

19.      POWER OF ATTORNEY

19.1     APPOINTMENT

         The Chargor hereby appoints, irrevocably and by way of security, the
         Security Trustee and any person nominated in writing by the Security
         Trustee as attorney of the Chargor severally to be the attorney of the
         Chargor (with full powers of substitution and delegation), on its
         behalf and in its name or otherwise, at such time and in such manner as
         the attorney may think fit:-

         (A)      to do anything which the Chargor is or may be obliged to do
                  (but has not done) under this deed including, but without
                  limitation, to complete and execute any transfer of Shares;
                  and

         (B)      generally to exercise all or any of the Rights conferred on
                  the Security Trustee in relation to the Charged Property or
                  under or in connection with this deed or the LPA.

19.2     RATIFICATION

         The Chargor covenants to ratify and confirm whatever any attorney shall
         do or purport to do in the exercise or purported exercise of the power
         of attorney in CLAUSE 19.1.


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                                       14


20.      STAMP DUTY

         The Chargor shall pay promptly, and in any event before any penalty
         becomes payable, all stamp, documentary and similar Taxes, if any,
         payable in connection with the entry into, performance, enforcement or
         admissibility in evidence of this deed or any other document referred
         to in this deed, and shall indemnify the Security Trustee against any
         liability with respect to, or resulting from any delay in paying or
         omission to pay, any such Tax.

21.      COMMUNICATIONS

21.1     COMMUNICATIONS TO BE IN WRITING

         Any communication given or made under or in connection with the matters
         contemplated by this deed shall be in writing (other than writing on
         the screen of a visual display unit or other similar device which shall
         not be treated as writing for the purposes of this CLAUSE 21.1).

21.2     DEEMED DELIVERY

         Any such communication shall be addressed as provided in CLAUSE 21.3
         and, if so addressed, shall be deemed to have been duly given or made
         as follows:-

         (A)      if sent by personal delivery, upon delivery at the address of
                  the relevant party;

         (B)      if sent by first class post, two Business Days after the date
                  of posting;

         (C)      if sent by fax, upon receipt by the relevant party,

         provided that if, in accordance with the above provisions, any such
         communication would otherwise be deemed to be given or made outside
         Working Hours, such communication shall be deemed to be given or made
         at the start of the next period of Working Hours.

21.3     PARTIES' DETAILS

         The relevant details of each party for the purposes of this deed,
         subject to CLAUSE 21.4, are:-

<TABLE>
<CAPTION>

                 Party               Addressee                Address                  Fax No.
                 -----               ---------                -------                  -------
         <S>                     <C>                    <C>                        <C>

         Wilmington Trust        Corporate Capital       1100 North Market          302 636 4145
         Company                      Markets            Street,Wilmington
                                                          Delaware 19890

         Jacuzzi Brands, Inc.     Steven C. Barre      Phillips Point - West        561 514 3866
                                                     Tower, 777 South Flagler
                                                      Drive, Suite 1100, West
                                                        Palm Beach, FL 33401

</TABLE>



<PAGE>
                                       15

<TABLE>
<CAPTION>

         <S>                                            <C>                         <C>
         with a copy to:

         Davis Polk & Wardwell  Tiziana M. Tabucchi    450 Lexington Avenue,        212 450 4800
                                                        New York, NY 10017

</TABLE>

21.4     CHANGE OF DETAILS

         Either party may notify the other party at any time of a change to its
         details for the purposes of CLAUSE 21.3 provided that such notification
         shall only be effective on:-

         (A)      the date specified in the notification as the date on which
                  the change is to take place; or

         (B)      if no date is specified or the date specified is less than
                  five Business Days after the date on which notice is given,
                  the date falling five Business Days after notice of any such
                  change has been given.

22.      RIGHTS AND WAIVERS

22.1     DELAY

         No delay or omission on the part of the Security Trustee in exercising
         any Right provided by law or under this deed shall impair such Right or
         operate as a waiver thereof or of any other Right.

22.2     SINGLE OR PARTIAL EXERCISE

         The single or partial exercise by the Security Trustee of any Right
         provided by law or under this deed shall not preclude any other or
         further exercise thereof or the exercise of any other Right.

22.3     RIGHTS TO BE CUMULATIVE

         The Rights provided in this deed are cumulative with, and not exclusive
         of, any Rights provided by law.

23.      INVALIDITY

         If at any time any provision of this deed is or becomes illegal,
         invalid or unenforceable in any respect under the law of any
         jurisdiction, neither:-

         (A)      the legality, validity or enforceability in that jurisdiction
                  of any other provision of this deed; nor


<PAGE>
                                       16


         (B)      the legality, validity or enforceability under the law of any
                  other jurisdiction of that or any other provision of this
                  deed,

         shall be affected or impaired.

24.      ASSIGNMENT BY SECURITY TRUSTEE

         The Security Trustee may at any time, without the consent of the
         Chargor, assign or transfer the whole or, as the case may be, any part
         of the Security Trustee's Rights under this deed to any person to whom
         the whole or any part of any of the Security Trustee's rights under the
         Indenture shall be assigned or transferred.

25.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         The parties to this agreement do not intend that any term of this
         agreement should be enforceable, by virtue of the Contracts (Rights of
         Third Parties) Act 1999, by any person who is not a party to this
         agreement.

26.      GOVERNING LAW, JURISDICTION AND AGENTS FOR SERVICE

26.1     GOVERNING LAW

         This deed shall be governed by and construed in accordance with English
         law.

26.2     JURISDICTION

         The parties irrevocably agree that any legal action or proceeding
         arising out of or relating to this deed may be brought in the courts of
         England and irrevocably submit to the non-exclusive jurisdiction of
         such courts.

26.3     CHARGOR'S AGENT FOR SERVICE

         The Chargor irrevocably appoints USI Overseas Holdings Limited at its
         registered office in 2 Lambs Passage, London EC1Y 8BB, England as its
         agent to receive and acknowledge on its behalf service of any writ,
         summons, order, judgment or other notice of legal process in England.
         If for any reason the agent named above (or its successor) no longer
         serves as agent of the Chargor for this purpose, the Chargor shall
         promptly appoint a successor agent reasonably satisfactory to the
         Security Trustee and notify the Security Trustee thereof, PROVIDED that
         until the Security Trustee receives such notification, it shall be
         entitled to treat the agent named above (or its said successor) as the
         agent of the Chargor for the purposes of this Clause. The Chargor
         agrees that any such legal process shall be sufficiently served on it
         if delivered to such agent for service at its address for the time
         being in England whether or not such agent gives notice thereof to the
         Chargor.

26.4     SECURITY TRUSTEE'S AGENT FOR SERVICE



<PAGE>
                                       17


         The Security Trustee irrevocably appoints Law Debenture Corporate
         Services Limited of Fifth Floor, 100 Wood Street, London EC2V 7EX,
         England as its agent to receive and acknowledge on its behalf service
         of any writ, summons, order, judgment or other notice of legal process
         in England. If for any reason the agent named above (or its successor)
         no longer serves as agent of the Security Trustee for this purpose, the
         Security Trustee shall promptly appoint a successor agent reasonably
         satisfactory to the Chargor and notify the Chargor thereof, PROVIDED
         that until the Chargor receives such notification, it shall be entitled
         to treat the agent named above (or its said successor) as the agent of
         the Security Trustee for the purposes of this Clause. The Security
         Trustee agrees that any such legal process shall be sufficiently served
         on it if delivered to such agent for service at its address for the
         time being in England whether or not such agent gives notice thereof to
         the Security Trustee.



IN WITNESS WHEREOF the Chargor and the Security Trustee have executed this
document as a deed the day and year first before written.



<PAGE>


                                   SCHEDULE 1


<TABLE>
<CAPTION>

                                 No. of        Class of       Nominal Value         Registered holder(s)
Name of Company                   Shares        Shares        of each Share         as at the date hereof
---------------                   ------        ------        -------------         ---------------------
<S>                                <C>         <C>            <C>                    <C>
JBI Holdings Limited               100         Ordinary       (pound)1.00             Jacuzzi Brands, Inc.


</TABLE>




<PAGE>


EXECUTED AS A DEED
for and on behalf of JACUZZI BRANDS, INC.
by its duly authorised signatory:


/s/ Steven C. Barre
.............................................. (authorised signatory)
Sr. Vice President, General Counsel & Secretary


EXECUTED AS A DEED
for and on behalf of WILMINGTON
TRUST COMPANY by its duly authorised
signatory:


/s/ Mary St. Amand
.............................................. (authorised signatory)
Assistant VP