<PAGE>

                                                                    Exhibit 10.1

                                    SUBLEASE
                                    --------

         SUBLEASE dated as of September 28, 2000 between CH/EQUITY NJ, LLC, a
Delaware limited liability company, with a principal place of business at 2100
McKinney Avenue, Suite 700, Dallas, Texas 75201, as sublandlord (the
"Sublandlord") and USA DETERGENTS, INC., a Delaware corporation, with a
principal place of business at 1735 Jersey Avenue, North Brunswick, New Jersey
08902, as subtenant (the "Subtenant").

                                    Recitals:

         WHEREAS, by Lease dated as of October 2, 1961 (the "Original Lease"),
Berkshire Properties, Inc., as predecessor-in-interest to Kinpark Associates and
Highpoint Associates ("Overlandlord"), as lessor, leased to The Goodyear Tire &
Rubber Company, a Delaware corporation with a principal place of business in
Akron, Ohio ("Goodyear"), as tenant, the land with the buildings and
improvements thereon described therein (the "Premises"); and

         WHEREAS, the Original Lease was amended by Supplement to Lease dated as
of March 15, 1965 by and between Overlandlord and Goodyear (the "Supplement");
and

         WHEREAS, the Original Lease, the Supplement and three notices to extend
the term thereof are hereinafter collectively referred to as the "Lease", and
the premises leased to Goodyear thereunder are referred to herein as the "Leased
Premises"; and

         WHEREAS, the Leased Premises are currently improved by a warehouse and
office building (the "Building") containing approximately 524,518 square feet of
space; and

         WHEREAS, by Lease Assignment and Assumption Agreement dated September
18, 2000 by and between Goodyear, as assignor, and Sublandlord, as assignee (the
"Assignment"), Goodyear assigned to Sublandlord all of its right, title and
interest as tenant under the Lease and Sublandlord assumed all of Goodyear's
obligations under the Lease; and

         WHEREAS, a copy of the Assignment is attached hereto as Exhibit B,
attached to which is a copy of the Lease; and

         WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant
desires to sublease from Sublandlord, the entire Leased Premises, which is more
particularly described in the Lease, all on the terms and conditions set forth
herein;

         NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by
the parties hereto, the parties hereto hereby agree as follows:


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1.    TERM:

      (a)      INITIAL TERM. Sublandlord hereby subleases the Leased Premises to
               Subtenant, and Subtenant hereby takes and subleases the Leased
               Premises from Sublandlord, for a term commencing on October 1,
               2000 and expiring at 12:00 midnight on September 30, 2010 (the
               "Initial Term"). As used herein, the word "Term" shall mean the
               Initial Term, as the same may be extended pursuant to Subsection
               1(b) below.

      (b)      EXTENSION TERMS.  If at the time of the exercise of the option
               described herein and at the commencement of any extension term
               (A) no default by Subtenant under this Sublease remains uncured
               beyond any applicable grace or cure period, and (B) not more than
               twenty-five percent (25%) of the Leased Premises are subject to a
               sub-sublease or license, then Subtenant shall have the option,
               subject to the provisions hereof, to extend the Initial Term with
               respect to the entire Leased Premises for two five-year periods
               commencing on October 1, 2010 and October 1, 2015, respectively.
               Base Rent per square foot of Rentable Floor Area during any such
               extension term shall be "Fair Market Rent", which shall be
               defined herein as the annual fair market rent per square foot for
               comparable warehouse premises in the greater metropolitan area in
               which the Leased Premises are located and in the condition in
               which the Leased Premises are required to be maintained for a
               similar term commencing on the commencement date for the
               extension term in question and with operating expenses paid as
               set forth in the Lease and otherwise under the terms of this
               Sublease.

               The option to extend this Sublease for each extension term shall
               be exercised and Fair Market Rent shall be determined as follows:

               (i)  Subtenant shall, on a date not less than one (1) year and
                    not more than fifteen (15) months before the Initial Term is
                    then scheduled to expire, time being of the essence, give
                    Sublandlord notice of its exercise of the extension option
                    for the initial five (5) year extension term. If applicable,
                    Subtenant shall, on a date not less than one (1) year and
                    not more than fifteen (15) months before the initial five
                    (5) year extension term is scheduled to expire, time being
                    of the essence, give Sublandlord notice of its exercise of
                    the extension option for the second five (5) year extension
                    term. If Subtenant shall fail to give Sublandlord timely
                    notice of exercise in accordance with the preceding
                    sentences, Subtenant's option to extend the Term and any
                    subsequent extension option shall expire and be of no
                    further effect. Subtenant shall have no right hereunder to
                    assign, transfer or otherwise confer upon any sub-subtenant
                    or licensee of all or any part of the Leased Premises (other
                    than Church & Dwight Co., Inc.) Subtenant's extension rights
                    hereunder with respect to any portion of the Leased Premises
                    greater than twenty-five percent (25%) of the entire Leased
                    Premises.



                                       -2-

<PAGE>


             (ii)   If Subtenant has given a notice of extension described in
                    and in accordance with clause (i) above, Sublandlord shall
                    give both Subtenant and Church & Dwight Co., Inc. notice of
                    its proposed Fair Market Rent (the "Rent Notice") with
                    respect to the applicable extension term at any time within,
                    but no later than, sixty (60) days of the date of such
                    Subtenant's notice.

             (iii)  Within thirty (30) days of receipt of Sublandlord's Rent
                    Notice, Subtenant shall notify Sublandlord of Subtenant's
                    agreement to or disagreement with the terms of Sublandlord's
                    Rent Notice. If Subtenant shall fail timely to respond to
                    any Sublandlord's Rent Notice given under clause (ii) above
                    within such thirty (30) day period, time being of the
                    essence, Base Rent for the extension term shall be the Fair
                    Market Rent set forth in such Rent Notice. At Subtenant's
                    request, contained in its timely reply to Sublandlord's Rent
                    Notice, the parties shall negotiate in good faith with
                    respect to Fair Market Rent. If Subtenant and Sublandlord,
                    having negotiated in good faith, shall agree on Fair Market
                    Rent on or before the date sixty (60) days after the date of
                    Sublandlord's Rent Notice, this Sublease shall be extended
                    in accordance with such agreement. If the parties shall not
                    have agreed by such date, Fair Market Rent shall be
                    determined by appraisal as described in clause (iv) below.



                                      -3-
<PAGE>

             (iv)   If Sublandlord and Subtenant have not reached agreement as
                    to Fair Market Rent with respect to any such extension term
                    on or before the date which is sixty (60) days after the
                    giving of Sublandlord's Rent Notice, Sublandlord shall give
                    notice to Subtenant of an appraiser whom Sublandlord
                    designates to ascertain such Fair Market Rent. If within ten
                    (10) days of such notice Subtenant objects to such person,
                    then Subtenant shall give notice to Sublandlord and
                    designate another appraiser (and failure so to notify
                    Sublandlord shall bind Subtenant to the appraiser designated
                    by Sublandlord). If within ten (10) days of such notice
                    Sublandlord objects to such person (and failure so to notify
                    Subtenant shall bind Sublandlord to the appraiser designated
                    by Subtenant), then both such appraisers shall meet and
                    within ten (10) days of such objection designate a third
                    appraiser, who alone shall within sixty (60) days of his or
                    her designation ascertain such Fair Market Rent. (If the two
                    appraisers fail to designate the third appraiser within such
                    time, then either Sublandlord or Subtenant may request the
                    appropriate division of the New Jersey trial court to
                    designate the third appraiser). Any appraiser designated
                    shall be an independent, third party appraiser not
                    affiliated with or previously employed by the party
                    designating such appraiser and shall have had at least ten
                    (10) years experience in ownership, management, leasing
                    and/or appraising of major industrial and warehouse
                    facilities in the greater metropolitan area in which the
                    Leased Premises are located similar in character to the
                    Building and shall be a member of M.A.I. or A.S.R.E.C. (or
                    successor professional organizations) and otherwise qualify
                    as an expert witness to give opinion testimony addressed to
                    the issue of Fair Market Rent for facilities such as the
                    Building in a court of competent jurisdiction; provided,
                    however, that either party may designate a real estate
                    professional without such qualification if the designation
                    of such professional is consented to in advance of such
                    designation by the other party, in its sole discretion, and
                    further provided that a failure to reply to a request for
                    such consent on or before the date the designation is
                    required to be made (but in no event less than ten (10) days
                    prior to the date such party is requested to consent) shall
                    be deemed a refusal of such consent. The written opinion of
                    Fair Market Rent of the appraiser so chosen shall
                    conclusively establish Fair Market Rent for the applicable
                    extension term. Both parties shall have the opportunity to
                    present evidence in accordance with reasonable procedures
                    prescribed by the appraiser. The fee of the appraiser shall
                    be paid equally by the parties, provided that each party
                    shall pay the fees of its own counsel and witnesses. Fair
                    Market Rent may or may not, in the discretion of the
                    appraiser, be determined with reference to applicable
                    Consumer Price Indices or other increases, all as such
                    appraiser decides is customary at the time. In the event
                    that for any reason the procedures set forth above are not
                    completed prior to the commencement of the applicable
                    extension term, Subtenant shall pay on account of Base Rent


                                      -4-
<PAGE>


                    at the rate per square foot established for Base Rent for
                    the year prior to the beginning of the extension term in
                    question and a retroactive adjustment shall be made
                    effective as of the beginning of the extension term when the
                    appraiser's decision is rendered.

           (c)      Provided that Subtenant is not then (i) in breach or default
                    of any of its monetary obligations hereunder or under the
                    Lease (to the extent incorporated into this Sublease and
                    applicable to Subtenant) beyond any applicable notice, grace
                    or cure periods, or (ii) in breach or default of any of its
                    other covenants, obligations or undertakings hereunder or
                    under the Lease (to the extent incorporated into this
                    Sublease and applicable to Subtenant) beyond any applicable
                    notice, grace or cure periods, Sublandord agrees that it
                    shall timely and properly exercise its right to extend the
                    term of the Lease, on each occasion that such exercise shall
                    be necessary under and as provided in the Lease, in order
                    that Subtenant may exercise its rights to extend the Term of
                    this Sublease as provided herein. Sublandlord shall,
                    simultaneously with furnishing any notice to Overlandlord to
                    extend the term of the Lease, furnish Subtenant with a copy
                    of such notice.

2.    BASE RENT: Except as otherwise set forth below with respect to the months
      of October and November, 2000, during the Initial Term, Subtenant shall
      pay to Sublandlord, at the following address or such other address as
      Sublandlord may provide by written notice to Subtenant (such notice to be
      effective upon receipt by Subtenant), on or before the first day of each
      month without notice or billing therefore, Base Rent as provided below:

                           CH/Equity NJ, LLC
                           P.O. Box 972417
                           Dallas, TX 75397-2417

      Subtenant's obligation to pay Base Rent hereunder shall commence on
      December 1, 2000. Base Rent shall be payable monthly in advance. Base
      Rent shall be paid with respect to the following Lease Years in the
      amounts set forth below. As used herein, the term "Lease Year" shall
      mean a period commencing on the first day of the Initial Term (and each
      anniversary thereof) and ending the day prior to each anniversary
      thereof. Sublandlord hereby acknowledges receipt from Subtenant of the
      sum of $50,000.00, which amount shall be credited against the first
      month's Base Rent due under this Sublease. Monthly Base Rent for any
      partial month at the end of the Term of this Sublease shall be prorated
      according to the actual number of days of such month included in the
      Term of this Sublease.

      Lease Year        Annual Rent/SF   Annual Base Rent  Monthly Base Rent
      ----------        --------------   ----------------  -----------------

      1 through 5          $ 4.00         $ 2,098,072.00     $ 174,839.33
      6 through 10           4.50           2,360,331.00       196,694.25

3.    ADDITIONAL RENT AND OTHER PAYMENTS: This Sublease is intended to be, and
      shall for all



                                      -5-
<PAGE>


      purposes be deemed to be, a net lease, to the effect that all payments of
      Base Rent to Sublandlord hereunder shall be absolutely net of all
      payments, charges, fees, expense, cost or liabilities of any kind
      whatsoever imposed upon or incurred by Subtenant with respect to
      Subtenant's use and enjoyment of the Leased Premises hereunder. Without
      limiting the generality of the foregoing, during the Term Subtenant shall
      be responsible for and shall be obligated to make the following payments,
      each of which shall be deemed to be Additional Rent hereunder:

      (a)   Subtenant agrees to assume and be obligated to perform all
            obligations and to pay all charges, costs, expenses, fees and taxes
            of whatever nature hereafter imposed by any governmental body
            upon either of Overlandlord or Sublandlord and attributed to or
            measured by rentals payable by sublessees to sublessors (other
            than general income taxes).

      (b)   Subtenant shall be responsible for payment of, and shall pay
            directly to the utility providers, all of its charges for all
            gas, electric, water, sewer, heat and other utilities servicing the
            Leased Premises.

      (c)   If any operating expenses or real estate taxes and assessements with
            respect to the Leased Premises are charged to Sublandlord or
            Overlandlord, Subtenant shall pay to Sublandlord, within thirty
            (30) days after receipt by Subtenant of an invoice therefor, the
            full amount thereof payable by Sublandlord; provided, however,
            that notwithstanding the foregoing, in no event shall real estate
            taxes and assessments be payable by Subtenant more than thirty
            (30) days prior to the date they are required to be paid to the
            applicable taxing authority, and Sublandlord agrees to timely pay
            such amount to the applicable taxing authority.

      (d)   Subtenant hereby assumes all other obligations of Sublandlord
            under the Lease to make payments with respect to the Leased
            Premises to Overlandlord or any other person or entity (except
            that Subtenant shall not be obligated to pay any rent payable
            pursuant to Article VI of the Lease). All such payments shall
            be made by Sublandlord, and Subtenant agrees to reimburse
            Sublandlord for each such payment made by Sublandlord within
            thirty (30) days after receipt by Subtenant of an invoice therefor
            by Sublandlord or to make each such payment to the person or
            entity entitled thereto within thirty (30) days of Sublandlord's
            request accompanied by an invoice or other statement to be paid.

      (e)   Subtenant shall reimburse Sublandlord for the cost of fire,
            explosion and casualty insurance on the Building obtained by
            Sublandlord pursuant to Subsection 9(b) hereof within thirty
            (30) days after receipt by Subtenant of an invoice therefor by
            Sublandlord.

4.    LEASE TERMS:



                                      -6-
<PAGE>

      (a)   Except as otherwise specifically provided in this Sublease, this
            Sublease expressly incorporates by reference, as fully and
            effectually as if set forth in full in this Sublease, all of the
            terms, covenants and conditions of the Lease, to the effect that
            Subtenant shall enjoy each and every right of Sublandlord as
            tenant under the Lease and shall be obligated to observe and
            perform each and every covenant, condition and agreement on
            Sublandlord's part to be observed and performed as tenant under
            the Lease. This Sublease is subordinate in all respects to the
            Lease.

      (b)   Subtenant covenants and agrees during the Term:

            (i)   except as otherwise expressly set forth in this Sublease, to
                  perform and to observe all the terms, covenants, conditions
                  and agreements of the Lease on the part of the tenant
                  thereunder to be performed and observed, including, without
                  limitation, any and all obligations imposed upon the tenant
                  under the Lease to maintain and repair the Building or the
                  Leased Premises and to replace structural elements and
                  systems in and to the Building or the Leased Premises; and

            (ii)  that Subtenant will not do or cause to be done or suffer or
                  permit any act or thing to be done which would or might
                  cause the Lease or the rights of Sublandord, as tenant
                  thereunder, to be canceled, terminated or forfeited or which
                  would make Sublandlord liable for any damages, claim or
                  penalty; and

            (iii) to indemnify, defend, save and hold Sublandlord and the Leased
                  Premises free, clear and harmless from any and all
                  liability, loss, costs, charges, penalties, obligations,
                  expenses, attorneys' fees, litigation, judgments, damages,
                  claims and demands of any kind whatsoever in connection
                  with, arising during the Term of this Sublease and arising
                  out of or by reason of (a) any violation of law, ordinance
                  or regulation by Subtenant, its agents, employees, servants,
                  contractors, subtenants, licensees, concessionaires,
                  customers or invitees, or (b) any violation of the terms of
                  this Sublease by Subtenant, or (c) any interference by
                  Subtenant or its agents, employees, servants, contractors,
                  subtenants, licensees, concessionaires, customers or
                  invitees with the Lease or the rights of Sublandlord as
                  tenant thereunder, or (d) any injury or damage, however
                  occurring, to any person or persons whomsoever (including
                  Subtenant, its agents, employees, servants, contractors,
                  subtenants, licensees, concessionaires, customers or
                  invitees), excluding, in any event, injury or damage to
                  persons caused by the negligence or wilful misconduct of
                  Sublandlord or its agents, employees, servants, contractors,
                  subtenants, licensees, concessionaires, customers or
                  business invitees, or (e) any repairs or improvements which
                  may be made by Subtenant or any failure by Subtenant to make
                  or to cause to be made any


                                      -7-
<PAGE>

                  required or necessary repairs or improvements, to the
                  Building or the Leased Premises, or to property of any kind
                  whatsoever and to whomsoever belonging (including Subtenant,
                  its agents, employees, servants, contractors, subtenants,
                  licensees, concessionaires, customers or invitees) relating
                  to the Leased Premises, or (f) the occupancy and use of the
                  Leased Premises by the Subtenant or any other person
                  whomsoever (including, without limitation, its respective
                  agents, employees, servants, contractors, subtenants,
                  licensees, concessionaires, customers or invitees), or (g)
                  Overlandlord's termination of the Lease prior to the
                  expiration of this Sublease due to any act or omission of
                  Subtenant or any of its subtenants or any of their
                  respective agents, employees, servants, subtenants,
                  contractors, licensees, concessionaires, customers or
                  invitees.

      (c)   Subtenant shall be entitled to the benefit of all of the obligations
            of Overlandlord pursuant to the Lease, including, without
            limitation, any and all of the services, restorations, repairs,
            equipment and access which the Overlandlord is obligated to
            furnish or make to or in the Leased Premises pursuant to the
            terms of the Lease. Sublandlord shall, at all times, exercise its
            reasonable efforts to cause Overlandlord to perform
            Overlandlord's obligations under the Lease. In the event
            Overlandlord shall fail or refuse to comply with any of the terms
            of the Lease affecting the Leased Premises or the use or
            occupancy thereof by Subtenant, Subtenant may, to the extent
            permitted by applicable law, in its own name (and with the prior
            written consent of Sublandlord, which consent shall not be
            unreasonably withheld or delayed under the circumstances, in the
            name of Sublandlord), at its own expense, compel performance by
            Overlandlord pursuant to the terms of the Lease.

      (d)   Notwithstanding anything in this Sublease to the contrary, for
            purposes of incorporation by reference into this Sublease, the
            following provisions of the Lease, together with any references
            to such provisions, are deemed deleted and are expressly not
            incorporated into this Sublease (unless otherwise modified
            below): (i) Article III, Section 2; (ii) Article V; (iii) Article
            VI, Section 1, the second sentence of Section 2 and Subsections
            3(b), 3(e) and 3(f); (iv) the phrase "to the public officers
            charged with the collection thereof" shall be deleted from
            Article VIII, Section 1; (v) the entire first sentence shall be
            deleted from Article VIII, Section 2; (vi) Article XIX, Section 1
            shall be deemed to be limited to any matters relating to the Term
            of this Sublease; (vii) Article XX; (viii) Article XXI; (ix)
            Article XXII, Sections 4, 5, 6, 7 and 8; (x) Article XXIII; (xi)
            Article XXV shall be deemed modified by deleting the phrase "10
            days" and substituting the phrase "30 days" in its place and
            stead; and (xii) Schedule B.

5.    NO EXCLUSIVE REMEDY. No termination of this Sublease or recovery of the
      Leased Premises as hereinafter provided shall deprive Sublandlord of
      any other remedy for possession of the



                                      -8-
<PAGE>


      Leased Premises, for rent or for damages, nor shall any distress, remedy
      or suit for rent or for damages prevent Sublandlord from proceeding to
      recover possession of the Leased Premises upon any breach of the
      conditions hereof.

6.    DEFAULT. If Subtenant shall be in default because of nonpayment of any
      Base Rent, Additional Rent or any other amount due and payable by
      Subtenant hereunder beyond any applicable notice and cure periods set
      forth in the Lease for payment defaults by Sublandlord thereunder, or if
      Subtenant shall be in default in any other respect hereunder and such
      default shall not be fully and completely cured by Subtenant within thirty
      (30) days after written notice thereof by Sublandlord (provided, however,
      that if such default cannot be cured completely within such thirty (30)
      day period and Subtenant, within such thirty (30) day period, has
      commenced to cure such default and thereafter diligently proceeds to cure
      such default, within a reasonable amount of time under the circumstances,
      it being expressly understood that a "reasonable amount of time under the
      circumstances" shall not extend beyond any time that Overlandlord shall
      have the right to terminate the Lease as a result of such default by
      Subtenant), or if Subtenant shall be adjudged a bankrupt, or shall make an
      assignment for creditors, or if the interest of Subtenant herein shall be
      sold under execution or other legal process, it shall be lawful for
      Sublandlord to enter into said Leased Premises and again have, repossess
      and enjoy the same as if this Sublease had not been made, and thereupon
      this Sublease, and everything herein contained on the part of the
      Sublandlord to be done and performed, shall cease and be utterly void,
      without prejudice, however, to the right of Sublandlord to recover all
      rent and other amounts due or to become due under this Sublease. In the
      event of a termination of this Sublease by Sublandlord in accordance with
      the foregoing provisions of this Section 6, Subtenant authorizes
      Sublandlord to record a Notice of Termination of Sublease.

7.    LIENS. Any mechanic's or other lien filed against the Leased Premises
      for work claimed to have been done or for materials claimed to have
      been furnished to Subtenant or its subtenants shall be discharged by
      Subtenant within thirty (30) days after notice to Subtenant by the
      lienholder of such filing, by bonding or as provided or required by law
      or in any other lawful manner.

8.    WAIVER. The waiver by Sublandlord or Subtenant of any default or breach
      of any term, covenant or condition contained herein shall not be
      construed to be a waiver of any preceding or subsequent breach of the
      same or any other term, covenant or condition contained herein. The
      subsequent acceptance of rent or other sum hereunder by Sublandlord
      shall not be construed to be a waiver of any preceding breach by
      Subtenant of any term, covenant or condition of this Sublease other
      than the failure of Subtenant to pay the particular rental or other sum
      or portion thereof so accepted, regardless of Sublandlord's knowledge
      of such preceding breach at the time of acceptance of such rent or
      other sum.

9.    INSURANCE.


                                      -9-
<PAGE>

      (a) Subtenant shall obtain and maintain, during the term of this
          Sublease, with Sublandlord and Overlandlord included as additional
          named insureds thereunder, a policy of comprehensive general liability
          insurance coverage up to a combined personal injury and property
          damage single limit of at least $3,000,000 as to each occurrence or
          the equivalent thereof, and will furnish each of Sublandlord and
          Overlandlord with a certificate showing the issuance of such coverage.
          The certificate shall contain a provision that the policy may not be
          cancelled except after thirty (30) days' prior written notice to
          Sublandlord. The parties recognize that the term of this Sublease
          extends over many years, and Sublandlord is accordingly granted the
          right to require increases in the amount of coverage required
          hereunder by giving written notice to that effect to Subtenant no more
          frequently than once every five years and in increments of no more
          than $1,000,000 per notice.

      (b) During the term of this Sublease, Sublandlord shall obtain and
          maintain policies of insurance insuring the Building against fire,
          explosion and other casualty in the amount of the full replacement
          cost thereof (without deduction for depreciation), together with
          rental loss coverage, and otherwise on the terms and conditions
          specified in or required by the Lease, and Subtenant shall pay, as
          Additional Rent hereunder and in accordance with the terms hereof, the
          cost of such insurance. Sublandlord's obligation under this Subsection
          9(b) shall not extend to casualty, loss or damage to any of
          Subtenant's personal property or chattels, including, without
          limitation, any of Subtenant's inventory, trade fixtures, machinery or
          equipment kept in or on the Leased Premises.

      (c) During the term of this Sublease, Subtenant shall obtain and maintain
          policies of insurance insuring all of its personal property, chattels,
          inventory, trade fixtures, furniture, furnishings, machinery,
          equipment, goods, supplies and stock of every kind and description
          stored, kept, installed or used in or upon the Leased Premises against
          damage, loss or destruction by fire, explosion, water damage or other
          casualty. It is expressly understood and agreed that in no event shall
          Sublandlord be liable for any damage, loss or destruction of
          Subtenant's personal property, chattels, inventory, trade fixtures,
          furniture, furnishings, machinery, equipment, goods, supplies and
          stock, of any kind or description, as a result of fire, explosion,
          water damage or other casualty in or upon the Leased Premises.

      (d) The policies of insurance required under this section shall be
          obtained from licensed insurance companies qualified to do business in
          the State of New Jersey and rated A or better by A.M. Best or
          equivalent rating service if A.M. Best ratings cease to be available.
          Insurance coverages under this Section 9 shall not contain deductibles
          in excess of Ten Thousand Dollars ($10,000.00).

      (e) At the request of either party, the other party shall furnish a
          certificate of insurance to the requesting party showing that
          insurance required by Subsection 9(b), Subsection 9(c) or Subsection
          9(d), as the case may be, is in full force and effect.



                                      -10-
<PAGE>

          Each such certificate shall contain a provision that the policy may
          not be cancelled except after thirty (30) days' prior written notice
          to Sublandlord or Subtenant, as applicable.

      (f) All insurance carried by either party hereunder with respect to the
          Building or the Leased Premises, or to any personal property,
          chattels, inventory, trade fixtures, furniture, furnishings,
          machinery, equipment, goods, supplies and stock of Subtenant stored,
          kept, installed or used by Subtenant therein, shall include provisions
          which deny to the insurer acquisition by subrogation of rights of
          recovery against the other party to the extent such rights have been
          waived by the insured party prior to the occurrence of loss or injury,
          and each of Sublandlord and Subtenant, on behalf of itself and its
          insurers, hereby waives all rights of recovery and subrogation against
          the other for loss or injury against which the waiving party is
          protected by insurance containing said provisions.

10.   CONDITION OF PREMISES.

      (a) Except as otherwise set forth herein, Subtenant has had a full and
          complete opportunity to inspect the Leased Premises and accepts them
          in their AS-IS and WHERE-IS condition with all faults and pre-existing
          conditions accepted. Subtenant acknowledges that neither Sublandlord
          nor any person purporting to act for Sublandlord has made or now makes
          any representation as to the physical condition of the Premises.
          Subtenant has undertaken whatever additional environmental review or
          inspection that it desires with the assistance of such experts as
          Subtenant selected and accepts the Leased Premises in their current
          condition.

      (b) Subtenant will not commit or permit any waste on the Leased Premises
          and will require conformance with all applicable laws and ordinances
          respecting use and occupancy of the Leased Premises. Subtenant will
          assure that the Leased Premises are maintained in good condition and
          repair during the Term and will undertake or cause to be undertaken
          all maintenance, repairs and replacements required hereunder and under
          the Lease during the Term. Subtenant will assure that all operations
          on and use of the Leased Premises are conducted in compliance with all
          applicable federal, state and municipal laws, rules, regulations and
          ordinances. At the termination of this Sublease, whether at the stated
          expiration hereof or earlier for any cause, Subtenant will surrender
          the Leased Premises to Sublandlord in good condition and repair,
          ordinary wear and tear and damage by fire or other casualty excepted,
          and in compliance with the terms hereof and of the Lease.

      (c) Subtenant will not make or permit to be made any alterations or
          additions in or to the Leased Premises (i) without the prior written
          consent of Overlandlord in all cases, if any, where the Lease requires
          such consent and (ii) without giving Sublandlord at least thirty (30)
          days' prior written notice in all cases (except for minor, immaterial,



                                      -11-
<PAGE>

          non-structural alterations or internal additions). Subtenant
          acknowledges that asbestos may have been used as a construction
          material on the Leased Premises, which could become a health hazard if
          it is not properly maintained or handled correctly during any
          renovations. Subtenant agrees to maintain the Leased Premises and
          undertake any renovations with due care to the foregoing or any other
          conditions on or within the Leased Premises.

      (d) Notwithstanding anything in this Sublease to the contrary, Sublandlord
          agrees that Sublandlord shall, during the Term of this Sublease, at
          its sole cost and expense, maintain the roof of the Building in good
          order and repair, and, when and if necessary, replace all or any
          portion of the roof requiring replacement. In connection with any such
          maintenance, repairs or replacements of the roof of the Building,
          Sublandlord covenants and agrees that such work will be (i) performed
          in accordance with all applicable laws and regulations of all
          governmental authorities having jurisdiction and in good and
          workman-like manner using only new and first class materials; and (ii)
          performed with minimal interference with the conduct of Subtenant's
          business on the Leased Premises. Upon commencement of the Term of this
          Sublease, Sublandlord shall promptly commence any action required
          under this Subsection 10(d) and use its reasonable and diligent
          efforts to complete such actions as soon as reasonably practicable.

      (e) Sublandlord acknowledges that Subtenant intends to make certain
          improvements to the Premises described below in order to make the
          Premises more suitable for its use. In particular, Sublandlord
          acknowledges that Subtenant intends to construct a bridge to the
          Premises from its facility located adjacent to the Premises, the
          conceptual plans for which are attached hereto as Exhibit C (the
          "Bridge"). Sublandlord hereby approves the conceptual plans for the
          Bridge, and agrees that Subtenant shall have the right to construct
          the Bridge, provided that the Bridge and work related thereto will be
          (i) performed in accordance with all applicable laws and regulations
          of all governmental authorities having jurisdiction and in good and
          workman-like manner using only new and first class materials; and (ii)
          completed with reasonable diligence upon commencement of construction.
          In the event the Bridge is constructed, at the termination of this
          Sublease, whether at the stated expiration or earlier for any cause,
          Subtenant shall, at its sole cost and expense, remove the Bridge and
          restore the Premises (including the Building) to substantially the
          same condition it was in prior to the construction of the Bridge,
          reasonable wear and tear and damage by casualty excepted.

11.   ASSIGNMENT/SUB-SUBLETTING.  Subtenant shall not assign this Sublease, or
      sub-sublet or license the Leased Premises or any portion thereof or
      permit the occupancy of all or any portion of the Leased Premises by
      any other person or entity except in accordance with the provisions of
      this Section 11. For purposes hereof, an assignment shall include, without
      limitation, any transfer of Subtenant's interest in this Sublease by
      operation of law, merger


                                      -12-
<PAGE>

      or consolidation of Subtenant into any other firm or corporation, and
      transfers to a parent or subsidiary of Subtenant or to an entity in
      common ownership with Subtenant and transfers to an entity which
      purchases all or substantially all of Subtenant's assets and the
      transfer or sale of a controlling interest in Subtenant, whether by
      sale of its capital stock or otherwise (collectively, an "Affiliated
      Assignment").

      (a) Subtenant shall not assign this Sublease or any of its rights and
          obligations hereunder without in each case obtaining the prior written
          approval of Sublandlord, which approval may be withheld in
          Sublandlord's sole discretion; provided, however, that Sublandlord
          shall not withhold its approval to an Affiliated Assignment if the
          proposed assignee of Subtenant has a net worth and creditworthiness
          equal to or greater than Subtenant's net worth and creditworthiness as
          of the date hereof or as of the proposed effective date of the
          Affiliated Assignment (such approval or, if warranted, disapproval, to
          be given by Sublandlord within ten (10) days of Sublandlord's receipt
          of all information required under Subsection 11(e) below with respect
          to such Affiliated Assignment, time being of the essence, and failure
          by Sublandlord to furnish its written response to such Affiliated
          Assignment within such ten (10) day period shall be deemed a written
          approval by Sublandlord of such Affiliated Assignment for all purposes
          hereunder); and further provided, that notwithstanding any other
          provision hereof, Subtenant shall have the right at any time to assign
          this Sublease to Church & Dwight Co., Inc., a Delaware corporation,
          without Sublandlord's prior approval (but in the event of such
          assignment, Subtenant shall furnish Sublandlord with notice thereof
          and a copy of the instrument effecting such assignment). In the event
          of an approved or deemed approved Affiliated Assignment of this
          Sublease in accordance with the terms hereof, or in the event of an
          assignment of this Sublease to Church & Dwight Co., Inc., from and
          after the effective date of such Affiliated Assignment or assignment
          to Church & Dwight Co., Inc., Subtenant shall cease to have any
          liability to Sublandlord for its obligations hereunder, provided that
          Subtenant's assignee shall have assumed in writing all of Subtenant's
          obligations under this Sublease occurring after the effective date of
          the Affiliated Assignment or assignment to Church & Dwight Co., Inc.

      (b) Subtenant shall not sub-sublet or license the Leased Premises or any
          portion thereof without in each case obtaining the prior written
          approval of Sublandlord, which approval (i) shall not be unreasonably
          withheld, delayed or conditioned in the case of a sub-sublet or
          license of a portion of the Leased Premises which, when aggregated
          with any other portion(s) of the Leased Premises which are then
          subject to a sub-sublease or license approved by Sublandlord, do not
          constitute greater than twenty-five percent (25%) of the entire Leased
          Premises; and (ii) may be withheld in the sole discretion of
          Sublandlord in the case of a sub-sublet or license of a portion of the
          Leased Premises which, when aggregated with any other portion(s) of
          the Leased Premises which are then subject to a sub-sublease or
          license, constitute greater than twenty-five percent (25%) of the
          entire Leased Premises. In the event


                                      -13-
<PAGE>

          of an approved sub-sublease or license of all or any portion of the
          Premises, and notwithstanding any other terms or provisions hereof,
          Subtenant shall at all times after the effective date thereof remain
          liable to Sublandlord for its obligations under this Sublease.

      (c) Notwithstanding the provisions of Subsection 11(b) above, in the event
          of a proposed sub-sublease or license of all or any portion of the
          Leased Premises which, when aggregated with any other portion(s) of
          the Leased Premises which are then subject to a sub-sublease or
          license, constitute greater than twenty-five percent (25%) of the
          entire Leased Premises, Sublandlord shall have the option (but not the
          obligation) to terminate this Sublease by giving Subtenant written
          notice thereof not later than twenty (20) days after Sublandlord's
          receipt of Subtenant's request for Sublandlord's consent to such
          sub-sublease or license, time being of the essence, which notice shall
          specify a termination date as of the commencement date of such
          proposed sub-sublease or license. In the event that Sublandlord timely
          exercises such option to terminate this Sublease, Subtenant shall have
          the right to withdraw the request for Sublandlord's consent to the
          proposed sub-sublease or license by giving Sublandlord written notice
          of such withdrawal not later than ten (10) days after Subtenant's
          receipt of Sublandlord's notice of termination, time being of the
          essence. If Subtenant timely withdraws its request for Sublandlord's
          consent to the proposed sub-sublease or license in accordance with the
          preceding sentence, the original request for consent by Subtenant
          shall be deemed never made, Sublandlord's notice of termination shall
          be deemed null and void, and this Sublease shall continue in full
          force and effect. If Subtenant does not timely withdraw its request
          for Sublandlord's consent to the proposed sub-sublease or license,
          then this Sublease shall terminate on the date specified in
          Sublandlord's notice of termination.

      (d) The foregoing provisions of Subsections 11(b) and 11(c) shall not
          apply from and after the date, if any, that (i) Subtenant shall have
          achieved a rating of A- or better from Standard & Poors or any
          successor thereto; (ii) Subtenant shall have assigned all of its
          right, title and interest as subtenant hereunder to Church & Dwight
          Co., Inc. and Church & Dwight Co., Inc. shall have assumed in writing
          all of Subtenant's obligations hereunder; or (iii) Church & Dwight
          Co., Inc. shall have executed and delivered to Sublandlord a guaranty
          in the form attached hereto as Exhibit D, and from and after the date
          that any of the foregoing described events shall occur, Subtenant
          shall not sub-sublet or license the Leased Premises or any portion
          thereof without in each case obtaining the prior written approval of
          Sublandlord, which approval shall not be unreasonably withheld,
          delayed or conditioned; provided, however, that in the event of such
          approval by Sublandlord, and notwithstanding any other terms or
          provisions hereof, Subtenant (and each of its successors and assigns)
          shall remain liable to Sublandlord for its obligations under this
          Sublease at all times after the effective date of such sub-sublease or
          license.


                                      -14-
<PAGE>


      (e) Any request by Subtenant for Sublandlord's approval of an assignment
          of this Sublease or a sub-sublet or license of the Leased Premises or
          any part thereof shall include a copy of the proposed instrument of
          assignment, sub-sublet or license or a statement thereof in detail
          reasonably satisfactory to Sublandlord, together with financial,
          business and other reasonable information about the proposed assignee,
          sub-sublessee or licensee in detail reasonably satisfactory to
          Sublandlord. Subtenant shall reimburse Sublandlord, within thirty (30)
          days of Subtenant's receipt of an invoice therefor from Sublandlord,
          for Sublandlord's reasonable legal fees and other actual third party
          expenses incurred in connection with any proposed assignment,
          sub-sublet or license, including fees for review of documents and
          investigations of any proposed assignees.

      (f) Notwithstanding any other provision hereof to the contrary, if
          Subtenant sub-subleases or licenses all or any of the Leased Premises
          hereunder after having obtained the consent of Sublandlord if required
          by and in accordance with the applicable provisions of this Section
          11, and if the aggregate rent and other charges payable to Subtenant
          under and in connection therewith exceed the rent and other charges
          paid by Subtenant to Sublandlord hereunder for the space in question,
          Subtenant shall pay to Sublandlord, as additional rent hereunder,
          one-half (50%) of such excess when paid to Subtenant after deduction
          of Subtenant's reasonable out-of-pocket costs of obtaining such
          sub-sublease or license, including, without limitation, brokerage
          fees, legal costs, any work allowance, rent concessions, marketing
          costs and the unamortized costs of any work performed by Subtenant in
          connection with such sub-sublease or license.

12.   ACCESS. Subtenant will permit Sublandlord, or its agents and
      representatives, to enter upon the Leased Premises at all reasonable
      times, in reasonable durations and with Subtenant's representative(s)
      present, to examine the condition thereof or otherwise determine
      compliance by Subtenant with the terms and conditions hereof; provided,
      however, such access is conducted during Subtenant's regular business
      hours and on reasonable prior notice to Subtenant; and further provided
      that during any such access Sublandlord and its agents and representatives
      shall use their diligent efforts to avoid interference with Subtenant's
      business operations at the Leased Premises.

13.   USE OF LEASED PREMISES. Subtenant shall use the Leased Premises as a
      warehouse and/or manufacturing facility and for offices and for uses
      normally accessory or incidental to the foregoing or for any other use
      permitted under the Lease and under applicable law, and for no other
      purpose or purposes whatsoever.

14.   ENVIRONMENTAL COMPLIANCE. Notwithstanding, but not in limitation of,
      any other provision contained in this Sublease, Subtenant covenants and
      agrees as follows:


                                      -15-
<PAGE>


      (a) Subtenant acknowledges the existence of environmental laws, rules and
          regulations which may apply to Subtenant's use of and operations on
          the Leased Premises, including the provisions of the New Jersey
          Industrial Site Recovery Act, as amended, N.J.S.A. 13:1K_6 et seq.
          ("ISRA"). Subtenant, at its sole cost and expense, shall comply with
          any and all such laws, rules and regulations. In the event ISRA
          compliance is required because of a change in ownership of Subtenant,
          a change in the nature of Subtenant's business, cessation of
          operations or any other event caused by Subtenant's use and operation
          of the Leased Premises, then at Subtenant's request, Sublandlord shall
          reasonably cooperate with Subtenant in connection with any such
          compliance, provided that Subtenant shall bear all costs and expenses
          incurred by Sublandlord of any kind or nature associated with any such
          compliance, including without limitation state agency fees,
          engineering fees, attorneys' fees, clean_up costs, filing fees and
          suretyship expenses. Subtenant shall reimburse Sublandlord for any and
          all such expenses within ten (10) days of Sublandlord's invoice
          therefor. In the event ISRA is triggered by Sublandlord, then
          Sublandlord shall bear all obligation to prepare any applications for
          Applicability Determinations or General Information Notices and
          associated filing fees, but Subtenant shall still bear all costs for
          investigation and remediation, including the preparation of the
          preliminary assessment and site investigation (if necessary). In every
          ISRA compliance, the costs of investigation and remediation shall be
          borne by Subtenant without regard to when or by whom the applicable
          contamination was created. Subtenant expressly reserves for itself the
          right to pursue recovery of its cost of investigation and remediation
          of the Leased Premises from any party other than Sublandlord.

      (b) Subtenant agrees to execute such documents as Sublandlord reasonably
          deems necessary and to make such applications as Sublandlord
          reasonably requires to assure compliance with applicable environmental
          laws, rules and regulations, including, without limitation, ISRA. As
          used in this Sublease, ISRA compliance shall include applications for
          determinations of nonapplicability by the appropriate governmental
          authority. The foregoing undertaking shall survive the termination or
          sooner expiration of this Sublease and surrender of the Leased
          Premises and shall also survive sale, or lease, sublease or assignment
          of the Leased Premises by Sublandlord. Subtenant agrees to indemnify
          and hold Sublandlord harmless from any violation of any applicable
          environmental law, rule or regulation, including without limitation
          the provisions of ISRA, occasioned by Subtenant's use of or operations
          on the Leased Premises. Subtenant shall immediately provide
          Sublandlord with copies of all correspondence, reports, notices,
          orders, findings, declarations and other materials pertinent to
          Subtenant's compliance and the requirements of the United States
          Environmental Protection Agency under applicable federal law or the
          New Jersey Department of Environmental Protection under ISRA as they
          are issued or received by Subtenant.


                                      -16-
<PAGE>


      (c) Subtenant agrees not to generate, store, manufacture, refine,
          transport, treat, dispose of, or otherwise permit to be present on or
          about the Premises, any Hazardous Substances, except in compliance
          with applicable laws, rules, regulations or ordinances. As used
          herein, "Hazardous Substances" shall be defined as any "hazardous
          chemical," "hazardous substance" or similar term as defined in the
          Comprehensive Environmental Responsibility Compensation and Liability
          Act, as amended (42 U.S.C. 9601, et seq.), ISRA, the New Jersey Spill
          Compensation and Control Act, as amended, N.J.S.A. 58:10_23.11b, et
          seq., any rules or regulations promulgated thereunder, or in any other
          applicable federal, state or local law, rule or regulation dealing
          with environmental protection. The provisions contained in this
          Section 14 shall be applicable notwithstanding the fact that any
          substance shall not be deemed to be a Hazardous Substance at the time
          of its use by Subtenant but shall thereafter be deemed to be a
          Hazardous Substance.

      (d) If Subtenant fails to comply with any applicable environmental law,
          rule or regulation, including ISRA, as provided in this Section, as of
          the expiration or sooner termination of this Sublease and as a
          consequence thereof Sublandlord is unable to rent the Leased Premises,
          then Sublandlord shall treat Subtenant as having held over hereunder
          at the end of the Term, and thereupon be entitled to all remedies
          against Subtenant provided by Section 17 hereof, payable in advance on
          the first day of each month, until such time as Subtenant provides
          Sublandlord with a negative declaration or confirmation that any
          required clean-up plan has been successfully completed.

      (e) To the fullest extent permitted by law, and in addition to any other
          covenants, agreements and indemnities made or furnished by Subtenant
          hereunder, Subtenant agrees to indemnify and hold Sublandlord (and any
          mortgagee of Sublandlord) and the Leased Premises harmless from and
          against any and all liabilities, damages, claims, liens, losses,
          judgments, causes of action, costs and expenses (including the
          reasonable fees and expenses of counsel) which may be incurred by or
          threatened against Sublandlord (or Sublandlord's mortgagee) or imposed
          upon the Leased Premises relating to or arising out of any breach by
          Subtenant of the undertakings set forth in this Section 14, said
          indemnity to survive this sublease expiration or sooner termination.

15.   LATE PAYMENT FEE.  Subtenant hereby acknowledges that late payment by
      Subtenant to Sublandlord of rent and other charges due under this Sublease
      will cause Sublandlord to incur costs not contemplated by this Sublease,
      the exact amount of which will be extremely difficult to ascertain.
      Accordingly, if any installment of Base Rent or any other charge due
      hereunder from Subtenant is not received by Sublandlord postmarked on or
      before the date such amount is due and payable, Subtenant shall pay to
      Sublandlord, in addition to all other sums due hereunder, a late charge
      equal to five percent (5%) of such overdue amount, and in such event the
      parties hereby agree that such late charge represents a fair and
      reasonable estimate of the costs Sublandlord will incur by reason of the
      late payment by Subtenant.


                                      -17-
<PAGE>

      Acceptance of such late charge by Sublandlord shall in no event constitute
      a waiver of Subtenant's default with respect to such overdue amount, nor
      prevent Sublandlord from exercising any other rights and remedies granted
      to it hereunder or by law or equity.

16.   CONSENTS.  With respect to any action or matter which requires
      Overlandlord's consent under the provisions of the Lease, Sublandlord's
      prior written consent shall also be required under this Sublease;
      provided, however, that if Subtenant is not then in default of its
      material covenants and obligations under this Sublease beyond applicable
      notice and/or cure periods, Sublandlord's consent shall not be
      unreasonably withheld, delayed or conditioned. In connection with any such
      action or matter which requires Overlandlord's consent, Subtenant shall
      not commence or undertake such action or matter until such time as
      Subtenant has secured the required consent of Sublandlord and Overlandlord
      with respect thereto. At Subtenant's request, Sublandlord agrees to
      reasonably cooperate with Subtenant to obtain the consent of Overlandlord
      in connection with any action or matter which requires Overlandlord's
      consent under the Lease.

17.   HOLDING OVER.  Subtenant shall have no right to occupy the Leased Premises
      or any portion thereof after the expiration of this Sublease or earlier
      termination of this Sublease pursuant to the provisions hereof as a
      consequence of Subtenant's default hereunder or after termination of
      Subtenant's right to possession of the Leased Premises pursuant to the
      provisions hereof as a consequence of Subtenant's default hereunder. In
      the event Subtenant or any party claiming by, through or under
      Subtenant holds over, Sublandlord may exercise any and all remedies
      available to it at law or in equity to recover possession of the
      Leased Premises, and to recover damages, including, without
      limitation, damages payable by Sublandlord to Overlandlord as a result
      of such holdover. For each and every partial month that Subtenant or
      any party claiming by, through or under Subtenant remains in occupancy
      of all or any portion of the Leased Premises after the expiration of
      this Sublease or earlier termination of this Sublease pursuant to the
      provisions hereof as a consequence of Subtenant's default hereunder or
      after termination of Subtenant's right to possession of the Leased
      Premises pursuant to the provisions hereof as a consequence of
      Subtenant's default hereunder, Subtenant shall pay, as minimum damages
      and not as a penalty, in addition to any other damages suffered by
      Sublandlord, monthly rent at a rate equal to two hundred percent
      (200%) of the Base Rent and Additional Rent payable by Subtenant
      hereunder for the month immediately preceding the expiration of this
      Sublease or the earlier termination of this Sublease pursuant to the
      provisions hereof as a consequence of Subtenant's default hereunder or
      the termination of Subtenant's right to possession of the Leased
      Premises pursuant to the provisions hereof as a consequence of
      Subtenant's default hereunder.

18.   NOTICES. Any notice, request, approval, consent or other communication
      required or permitted to be given under this Sublease must be in
      writing and shall be deemed to be given by a party when delivered by
      registered or certified mail, return receipt requested, postage
      prepaid, or by nationally recognized overnight courier regularly
      maintaining a record of


                                      -18-
<PAGE>

      receipt, addressed to the other party as follows:

      If to Sublandlord:      CH/Equity NJ, LLC
      ------------------      2100 McKinney Avenue
                              Suite 700
                              Dallas, TX 75201
                              Attn: Ben R. Phillips

      with a copy in
      the same manner to:     Vinson & Elkins L.L.P.
                              3700 Trammell Crow Center
                              2001 Ross Avenue
                              Dallas, TX 75201-2975
                              Attn: Joel L. Ross, Esq.



      If to Subtenant:        USA Detergents, Inc.
      ----------------        1735 Jersey Avenue
                              North Brunswick, New Jersey 08902
                              Attn: President

      with a copy in
      the same manner to:     Fulbright & Jaworski LLP
                              666 Fifth Avenue
                              New York, New York 10103
                              Attn: Sheldon Nussbaum, Esq.

      If to Church &
      Dwight Co., Inc.:       Church & Dwight Co., Inc.
                              469 North Harrison Street
                              Princeton, New Jersey 08543-5297
                              Attn: President

      with a copy in
      the same manner to:     Herrick, Feinstein LLP
                              2 Park Avenue
                              New York, New York 10016
                              Attn: Richard E. Palumbo, Esq.

19.   NO RECORDATION. This Sublease shall not be recorded at any place of public
      record. The parties agree to execute and record a Notice of this
      Sublease or Memorandum thereof at the request of either Sublandlord or
      Subtenant.



                                      -19-
<PAGE>

20.   SIGNAGE. Subtenant shall have and enjoy all rights to erect and install,
      at its sole cost and expense, signage on the Building or within the
      Leased Premises; provided, however, that Subtenant shall comply in all
      respects with any and all applicable laws, rules, regulations or
      ordinances imposed by any federal, state or municipal government,
      agency or authority in connection with the erection or installation of
      any such signs or signage.

21.   BROKERAGE.  Sublandlord and Subtenant mutually warrant and represent to
      each other that they have not dealt with any broker or party which may
      be entitled to a commission or fee in connection with the execution
      and delivery of this Sublease, other than Meredith & Grew,
      Incorporated (on behalf of Sublandlord) and Resource Realty (on behalf
      of Subtenant). Sublandlord agrees that it will pay all brokerage
      commissions due to the aforesaid firms under separate agreement, and
      shall indemnify and hold Subtenant harmless from any costs, expenses,
      liabilities and damages, including reasonable attorneys' fees,
      incurred by Subtenant as a result of any failure by Sublandlord to pay
      such brokerage commissions. Sublandlord and Subtenant shall each
      defend, indemnify and hold the other harmless from and against all
      claims for brokerage commissions or other fees on account of this
      Sublease arising out of the dealings by such party with any broker
      other than the aforesaid named brokers. Without limiting the
      generality of the foregoing, Subtenant shall defend, indemnify and
      hold Sublandlord harmless from and against any claims for brokerage
      commissions or other fees on account of this Sublease that may be
      asserted by Eshak Realty.

22.   SECURITY DEPOSIT. Subtenant agrees that a security deposit in
      conformance with this Section 22 will be paid or delivered to
      Sublandlord prior to the commencement of the Term of this Sublease and
      that a security deposit in conformance with this Section 22 shall be
      maintained during the Term of this Sublease.

      (a) A security deposit in the amount of Two Million Ninety-Eight Thousand
          Seventy-Two Dollars ($2,098,072.00) shall be delivered to Sublandlord
          contemporaneously with the execution of this Sublease. Subtenant shall
          have the option to pay all or any portion (or no portion) of said
          security deposit in cash, and the balance by delivery of an
          Irrevocable Standby Letter of Credit, payable to Sublandlord. Any
          Letter of Credit furnished by Subtenant hereunder shall be issued by a
          United States bank reasonably approved by Sublandlord, be payable by
          sight draft and otherwise in form reasonably acceptable to
          Sublandlord, and shall have a term at least equal in length to the
          term of this Sublease (or, if the Letter of Credit is for a term
          shorter than the term of this Sublease and such Letter of Credit is
          not extended or renewed, or if a replacement Letter of Credit is not
          furnished, at least thirty (30) days prior to its then expiration
          date, Sublandlord shall have the unconditional right to draw upon the
          Letter of Credit in full, in which event the security deposit
          hereunder shall become an all cash deposit). Sublandlord shall hold
          any cash portion of said security deposit hereunder and any Letter of
          Credit delivered hereunder throughout the Term of this Sublease as
          security for the


                                      -20-
<PAGE>

          performance by Subtenant of all obligations to be performed by
          Subtenant hereunder. Sublandlord shall have the right from time to
          time without prejudice to any other remedy Sublandlord shall have (i)
          to apply such cash portion of said security deposit, or any part
          thereof, to Sublandlord's damages arising from any default on the part
          of Subtenant which remains uncured after the expiration of any
          applicable notice and cure period, and (ii) if the cash portion, if
          any, of said security deposit shall not be sufficient to pay
          Sublandlord's damages arising from any default on the part of
          Subtenant after the expiration of any applicable notice and cure
          period, to draw on said Letter of Credit by sight draft and apply the
          cash proceeds thereof to Sublandlord's damages arising from such
          default on the part of Subtenant. If Sublandlord applies all or any
          portion of any cash portion of said security deposit in accordance
          herewith, Subtenant shall within fifteen (15) days after notice from
          Sublandlord deliver cash to Sublandlord in an amount sufficient to
          restore such cash portion of the security deposit to the amount of
          such cash portion of the security deposit prior to such application,
          and if Sublandlord draws on the Letter of Credit and applies the cash
          proceeds thereof in accordance herewith, Subtenant shall within
          fifteen (15) days after notice from Sublandlord either restore the
          Letter of Credit to the amount of such Letter of Credit prior to such
          draw or provide an equivalent cash deposit . While Sublandlord holds
          any cash security deposit hereunder, Sublandlord shall deposit such
          cash in an interest-bearing account and, provided Subtenant is not
          then in default under this Sublease after the expiration of any
          notice, grace or cure period, Sublandlord shall pay such interest to
          Subtenant annually.

      (b) The security deposit described in Subsection 22(a) above shall be
          reduced to a cash security deposit in an amount equal to one (1)
          month's installment of Base Rent hereunder, as the same shall be in
          effect from time to time, and thereafter Subtenant shall maintain a
          cash security deposit in such amount from time to time with
          Sublandlord, from and after the date that any of the following shall
          occur: (i) Subtenant shall have achieved a rating of A- or better from
          Standard & Poors or any successor thereto; (ii) Subtenant shall have
          assigned all of its right, title and interest as subtenant hereunder
          to Church & Dwight Co., Inc. and Church & Dwight Co., Inc. shall have
          assumed in writing all of Subtenant's obligations hereunder; or (iii)
          Church & Dwight Co., Inc. shall have executed and delivered to
          Sublandlord a guaranty in the form attached hereto as Exhibit D. In
          the event that the security deposit hereunder shall be reduced in
          accordance with the preceding sentence, Sublandlord shall promptly
          return to Subtenant any cash security deposit then held by Sublandlord
          under Subsection 22(a) above in excess of the cash security deposit
          required under this Subsection 22(b), and if Sublandlord shall not
          then be holding a cash security deposit in an amount required under
          this Subsection 22(b), Subtenant shall deposit with Sublandlord cash
          in the amount of the security deposit required under this Subsection
          22(b). Contemporaneously with the delivery (or retention by
          Sublandlord, as the case may be) of a cash security deposit in



                                      -21-
<PAGE>

          conformance with this Subsection 22(b), Sublandlord shall return to
          Subtenant any Letter of Credit delivered by Subtenant and then held by
          Sublandlord pursuant to Subsection 22(a) hereof. While Sublandlord
          holds the cash security deposit under this Subsection 22(b),
          Sublandlord shall deposit such cash in an interest-bearing account
          and, provided Subtenant is not then in default under this Sublease
          after the expiration of any notice, grace or cure period, Sublandlord
          shall pay such interest to Subtenant annually.


23.   DAMAGE AND DESTRUCTION.

      (a) In the event during the Term hereof the Leased Premises or any part
          thereof shall be damaged or destroyed by fire, explosion, casualty or
          any other occurrence covered by insurance or required to be covered by
          insurance as provided herein, Sublandlord shall use its reasonable and
          diligent efforts to repair such damage and restore the Leased Premises
          to substantially its condition at the time of such fire, explosion,
          casualty or occurrence; provided, however, that Sublandlord shall not
          be obligated to expend any amount in connection with such repair and
          restoration in excess the insurance proceeds actually recovered by or
          paid to Sublandlord as a result of such damage or destruction.
          Notwithstanding the foregoing, Sublandlord shall not be obligated to
          commence such repair and restoration (i) if Subtenant is then in
          breach or default of any of its monetary obligations under this
          Sublease beyond any applicable notice, grace or cure period or in
          breach or default of any of its other obligations under this Sublease
          beyond any applicable notice, grace or cure period; (ii) if such
          damage or destruction occurs during the last eighteen (18) months of
          the Term of this Sublease; or (iii) if applicable law, rules,
          regulations or ordinances forbid the repair or restoration of the
          damaged portion of the Leased Premises. During any period that all or
          any portion of the Leased Premises shall be rendered fully or
          partially untenantable for the conduct of Subtenant's business in the
          ordinary course as a result of any such damage or destruction, this
          Sublease shall remain in full force and effect (unless otherwise
          terminated in accordance with the provisions hereof), but Base Rent
          and Additional Rent shall be abated proportionately and such abatement
          shall continue for the period commencing with such damage or
          destruction and ending with the completion by Sublandlord of such
          repair and restoration of the Leased Premises that Sublandlord is
          obligated to perform in accordance with the terms hereof.

      (b) Notwithstanding the foregoing or any other provision of this Sublease
          to the contrary, in the event that the Leased Premises or any
          substantial portion thereof shall be damaged or destroyed by any
          casualty or other occurrence (i) not covered by insurance or required
          to be covered by insurance as provided herein; (ii) during the last
          eighteen (18) months of the Term of this Sublease; (iii) the repair or
          restoration of which is prohibited by applicable law, rules,
          regulations or ordinances; or (iv) the repair or restoration of which
          requires expenditures in


                                      -22-
<PAGE>

          excess of the insurance proceeds recovered or recoverable, then in
          each such event Sublandlord may, at its option, terminate this
          Sublease with respect to that portion of the Leased Premises rendered
          untenantable by such damage or destruction by written notice to
          Subtenant within ninety (90) days after the occurrence of such
          casualty. If Sublandlord exercises its option as provided in the
          foregoing sentence, this Sublease shall remain in full force and
          effect, subject to the terms hereof, with respect to that portion of
          the Leased Premises, if any, which was not affected by such damage or
          destruction, provided that Sublandlord shall, at its cost and expense,
          make all necessary repairs and alterations to the Building as promptly
          as reasonably practicable so as to constitute the remaining Leased
          Premises a complete architectural unit.

      (c) Notwithstanding the foregoing provisions of this Section 23, in the
          event (i) the Leased Premises or any part thereof shall be damaged or
          destroyed by fire, explosion, casualty or any other occurrence covered
          by insurance as provided herein; (ii) Sublandlord is obligated
          pursuant to the terms hereof to repair or restore the Leased Premises
          as provided herein; and (iii) Sublandlord has not completed such
          repairs and restoration of the Leased Premises within fifteen (15)
          months of the date of the occurrence of such casualty in accordance
          with the terms hereof (the "Completion Date"), then Subtenant shall
          have the option to terminate this Sublease with respect to that
          portion of the Leased Premises rendered untenantable by such casualty
          by written notice to Sublandlord within thirty (30) days, time being
          of the essence, of the Completion Date; provided, however, that if
          more than fifty (50%) of the Leased Premises shall be damaged or
          destroyed by such fire, explosion or other casualty and Sublandlord
          has not completed repairs and restoration of the Leased Premises as
          required hereunder on or before the Completion Date, then Subtenant
          shall have the option to terminate this Sublease with respect to the
          entire Leased Premises by written notice to Sublandlord within thirty
          (30) days, time being of the essence, of the Completion Date; and
          further provided, that if more than fifty (50%) of the Leased Premises
          shall be damaged or destroyed by such fire, explosion or other
          casualty during the last eighteen (18) months of the Term, then
          Subtenant shall have the option to terminate this Sublease with
          respect to the entire Leased Premises by written notice to Sublandlord
          within thirty (30) days, time being of the essence, of the occurrence
          of such casualty. Notwithstanding any of the foregoing, the Completion
          Date shall be extended for that number of days during the repair and
          restoration period as Sublandlord is prevented from prosecuting such
          repair and restoration by Acts of God, war, civil commotion, fire,
          flood or other casualty, labor difficulties, shortages of labor,
          materials or equipment, unusually severe weather, or other similar
          causes beyond Sublandlord's reasonable control.

      (d) The foregoing provisions of this Section 23 shall govern the rights
          and obligations of the parties hereto in the event of damage or
          destruction to the Leased Premises,


                                      -23-
<PAGE>

          and the provisions of the Lease relating thereto, including the
          provisions of Article XX thereof, are expressly not incorporated by
          reference into this Sublease.

24.   EMINENT DOMAIN

      (a) If during the Term of this Sublease the entire Leased Premises or
          access thereto shall be taken by eminent domain or destroyed by the
          action of any public or quasi-public authority, or in the event of
          conveyance in lieu thereof, this Sublease and all rights and
          obligations of the parties hereto shall terminate as of the day title
          shall be taken by such authority, and Subtenant shall pay Base Rent
          and Additional Rent up to that date with a pro-rata refund by
          Sublandlord of such Base Rent and Additional Rent as shall have been
          paid in advance to Sublandlord for a period subsequent to the date of
          such taking of title.

      (b) If more than fifty percent (50%) of the Leased Premises shall be so
          taken or conveyed, or more than fifty percent (50%) of the Leased
          Premises shall be rendered untenantable for the conduct of Subtenant's
          business in the ordinary course as a result of such taking or
          conveyance, either party shall have the right to terminate this
          Sublease as of the day title shall be taken by notice in writing to
          the other party given either prior to the day title shall be taken and
          not later than thirty (30) days after the day title shall be taken.
          Unless and until this Sublease is terminated by either party in
          accordance with the preceding sentence, this Sublease shall terminate
          only with respect to those portions of the Leased Premises so taken or
          conveyed, or rendered untenantable for the conduct of Subtenant's
          business in the ordinary course as a result of such taking or
          conveyance, as of the day possession shall be taken, and Subtenant
          shall pay Base Rent and Additional Rent up to that day, with an
          appropriate refund by Sublandlord of such Base Rent and Additional
          Rent as may have been paid in advance to Sublandlord for a period
          subsequent to the date of the taking of title, and thereafter Base
          Rent shall be ratably adjusted based on the square footage of the
          remaining Leased Premises. Sublandlord, at its expense, shall make all
          necessary repairs or alterations as promptly as reasonably practicable
          so as to constitute the remaining Leased Premises a complete
          architectural unit.

      (c) If less than fifty percent (50%) of the Leased Premises shall be so
          taken or conveyed, or rendered untenantable as a result of such taking
          or conveyance, then this Sublease shall terminate only with respect to
          the portion of the Leased Premises so taken or conveyed, or rendered
          untenantable for the conduct of Subtenant's business in the ordinary
          course as a result of such taking or conveyance, as of the day title
          shall be taken, but shall remain in full force and effect, subject to
          the terms hereof, with respect to the remaining Leased Premises, and
          Subenant shall pay Base Rent and Additional Rent on the entire Leased
          Premises up to that day, with an appropriate refund by Sublandlord of
          such Base


                                      -24-
<PAGE>

          Rent and Additional Rent as may have been paid in advance to
          Sublandlord for a period subsequent to the date of the taking of
          possession with respect to that portion of the Leased Premises so
          taken or conveyed, or rendered untenantable for the conduct of
          Subtenant's business in the ordinary course by such taking or
          conveyance, and thereafter Base Rent shall be ratably adjusted based
          on the square footage of the remaining Leased Premises. Sublandlord,
          at its expense, shall make all necessary repairs or alterations as
          promptly as reasonably practicable so as to constitute the remaining
          Leased Premises a complete architectural unit.

      (d) All compensation awarded for any such taking or conveyance, whether
          for the whole or a part of the Leased Premises, shall be the property
          of Sublandlord, whether such damages shall be awarded as compensation
          for diminution in the value of the leasehold or of the underlying
          leasehold interest in the Leased Premises, and Subtenant hereby
          assigns to Sublandlord all of Subtenant's right, title and interest in
          and to any and all such compensation; provided, however, that
          Subtenant shall be entitled to seek a separate award for Subtenant's
          personal property, stock, trade fixtures, equipment and any relocation
          expenses.

      (e) In the event of any taking of the Leased Premises or any portion
          thereof for temporary use, this Sublease shall be and remain
          unaffected thereby, except that Base Rent shall be abated ratably with
          respect to that portion of the Leased Premises so temporarily taken
          for such period as Subtenant is denied the use and occupancy thereof.

      (f) The foregoing provisions of this Section 24 shall govern the rights
          and obligations of the parties hereto in the event of a taking of all
          or any portion of the Leased Premises by eminent domain, or conveyance
          of all or any portion of the Leased Premises in lieu thereof, and the
          provisions of the Lease relating thereto, including the provisions of
          Article XXI thereof, are expressly not incorporated by reference into
          this Sublease.

25.   SUBLANDLORD'S WARRANTIES, REPRESENTATIONS AND COVENANTS. Sublandlord
      hereby warrants and represents to, and covenants and agrees with,
      Subtenant as follows:

      (a) Sublandlord warrants and represents to Subtenant that attached hereto
          as Exhibit B is a true, correct and complete copy of the Lease and
          that there are no other documents pertaining to the Leased Premises
          affecting Sublandlord's tenancy thereof. Sublandlord covenants and
          agrees that while this Sublease is in full force and effect,
          Sublandlord will not surrender, terminate, amend or modify the Lease
          without the prior written consent of Subtenant. Sublandlord further
          covenants and agrees that, in the event of the timely and proper
          exercise by Subtenant of any right of Subtenant to extend the Term of
          this Sublease pursuant to Subsection 1(b) hereof, Sublandlord shall
          extend the term of the Lease so as to permit such extension.


                                      -25-
<PAGE>


      (b) Sublandlord warrants and represents to Subtenant (i) that Sublandlord
          has good leasehold title to the Leased Premises; (ii) that Sublandlord
          has the full right to sublease the Leased Premises to Subtenant
          pursuant to the terms of this Sublease; (iii) that Sublandlord's
          leasehold title has not been previously assigned or sublet; (iv) that
          Sublandlord has received no notice of and otherwise has no actual
          knowledge that there exists any default under the Lease or any
          circumstance which, with notice or the passage of time, could result
          in a default under the Lease; and (v) that Sublandlord has received no
          notice of and otherwise has no actual knowledge of any violations of
          law with respect to the Premises as of the date hereof.

      (c) Sublandlord covenants and agrees that upon Subtenant's payment of all
          Base Rent and Additional Rent hereunder, and upon Subtenant's
          performance of all of the other material terms and conditions set
          forth in this Sublease, Subtenant shall be entitled to quiet enjoyment
          of the Leased Premises during the Term of this Sublease.

      (d) Sublandord covenants and agrees to send to Subtenant within five (5)
          days of Sublandlord's receipt of same any notices received by
          Sublandlord from Overlandlord or any mortgagee of Overlandlord.

      (e) Sublandlord covenants and agrees that it shall not default in the
          payment of its obligations to Overlandlord under the Lease, provided
          that Subtenant is not then in breach or default of its obligations to
          pay Base Rent and Additional Rent to Sublandlord hereunder.

      (f) In the event that Sublandlord shall default under the Lease, and
          provided that Subtenant is not then in default under this Sublease and
          no event has occurred which, but for the passage of time, would
          constitute a default by Subtenant under this Sublease, Subtenant shall
          have the right, but not the obligation, to cure any default of
          Sublandlord under the Lease. Sublandlord agrees to promptly furnish
          Subtenant with a copy of any notice from Overlandlord of default by
          Sublandlord under the Lease. In the event that Subtenant, having the
          right to do so in accordance with the preceding sentence, shall cure
          any default of Sublandlord under the Lease, Sublandlord shall
          reimburse Subtenant within seven (7) days of notice thereof for any
          cost or expense incurred by Subtenant in connection with such cure by
          Subtenant.

26.   LIMITATION OF LIABILITY OF SUBLANDLORD'S MEMBERS AND OTHERS. Subtenant
      agrees that any obligation or liability whatsoever of Sublandlord which
      may arise at any time under this Sublease, or any obligation or
      liability which may be incurred by Sublandlord pursuant to any other
      instrument, transaction or undertaking contemplated hereby, shall not
      be personally binding upon, nor shall resort for the enforcement
      thereof be had to the property of, the constituent members or partners
      of Sublandlord or any of their respective partners, directors,
      officers, representatives, employees or agents, regardless of whether
      such obligation or liability is in the nature of contract, tort or
      otherwise.



                                      -26-
<PAGE>

27.   COMPLETE AGREEMENT. This Sublease and the Exhibits attached hereto
      contains the entire agreement of the parties with respect to the
      Premises. This Sublease may not be amended except by a writing signed
      by both parties.

28.   NO SET-OFFS, COUNTERCLAIMS. Except to the extent expressly authorized
      in writing by Sublandlord, all payments due to Sublandlord or any other
      person hereunder or under the Lease or the Sublease from Subtenant
      shall be made without set-off or counterclaim.

29.   LAW GOVERNING. This Sublease shall be governed by, and construed and
      enforced in accordance with, the laws of the State of New Jersey.

30.   HEADINGS. Headings used in this Sublease are for convenience only and
      shall not be construed as imparting or altering the meaning of this
      Sublease or any of its parts or provisions.

31.   SUCCESSORS AND ASSIGNS. This Sublease shall be binding upon and inure
      to the benefit of the parties hereto and their respective successors
      and assigns; provided, however, that the foregoing shall not be deemed
      to permit an assignment by Subtenant of its rights or a delegation by
      Subtenant of its obligations hereunder except in accordance with the
      terms and provisions of this Sublease relating to same.


                         [SIGNATURES ON FOLLOWING PAGE]




                                      -27-
<PAGE>


         IN WITNESS WHEREOF, Sublandlord and Subtenant have executed this
Sublease as of the day and year first above written.

                                     SUBLANDLORD:

                                     CH/EQUITY NJ, LLC,
                                     a Delaware limited liability company

                                     By: CH/Equity GT, LLC,
                                         a Delaware limited liability company

                                         By: Crow Family Holdings Industrial
                                             Limited Partnership,
                                             a Delaware limited partnership,
                                             its Manager

                                             By: CFH Industrial Trust, Inc.,
                                                 a Maryland corporation,
                                                 its General Partner



                                                 By: /s/ Ben R. Phillips
                                                     --------------------------
                                                         Ben R. Phillips, Vice
                                                            President



                                     SUBTENANT:

                                     USA DETERGENTS, INC.



                                     By: /s/ Keith Spero
                                         -------------------------------
                                             Name: Keith Spero
                                             Title: General Manager, Executive
                                                    Vice President




                                      -28-