SPECTRUM BRANDS CORPORATION
                            2001 STOCK INCENTIVE PLAN

1.   Purposes.  The  purpose of the 2001 Stock Incentive Plan (the "Plan") is to
(i)  provide  long-term  incentives  and  rewards  to  employees,  directors,
independent  contractors  or agents ("Eligible Participants") of Spectrum Brands
Corporation.  ("Spectrum")  and  its  Subsidiaries;  (ii)  assist  Spectrum  in
attracting and retaining employees, directors, independent contractors or agents
with  experience  and/or ability on a basis competitive with industry practices;
and  (iii)  associate  the  interests  of such employees, directors, independent
contractors  or  agents  with  those  of  Spectrum's  stockholders.

2.   Effective  Date.  The Plan is effective as of the date it is adopted by the
Board  of  Directors  of  Spectrum,  subject  to the approval of the Plan by the
holders  of  at  least  a  majority of the outstanding shares of Spectrum common
stock  present or represented and entitled to vote at the 2001 Annual Meeting of
Stockholders.  Awards may be made under the Plan on and after its effective date
subject  to  stockholder approval of the Plan provided above.  In the event such
approval  of the stockholders is not obtained, all awards granted under the Plan
shall  be  null  and  void.

3.   Administration  of  the Plan.   The Plan shall be administered by the Board
of  Directors of Spectrum and the Board shall be so constituted as to permit the
Plan  to  comply  with  the disinterested administration requirements under Rule
16b-3  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the "outside director" requirement of Section 162(m) of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code").

The  Board shall have all the powers vested in it by the terms of the Plan, such
powers  to include exclusive authority (within the limitations described herein)
to  select  the  Eligible  Participants  to be granted awards under the Plan, to
determine  the  type,  size  and  terms  of  awards  to be made to each Eligible
Participant  selected,  to  determine the time when awards will be granted, when
they  will vest, when they may be exercised and when they will be paid, to amend
awards  previously  granted  and to establish objectives and conditions, if any,
for  earning  awards  and whether awards will be paid after the end of the award
period.  The  Board  shall  have  full  power  and  authority  to administer and
interpret  the Plan and to adopt such rules, regulations, agreements, guidelines
and  instruments  for  the administration of the Plan and for the conduct of its
business  as  the Board deems necessary or advisable and to interpret same.  The
Board's  interpretation  of  the  Plan, and all actions taken and determinations
made  by  the  Board  pursuant  to  the  powers vested in it hereunder, shall be
conclusive  and  binding  on  all  parties  concerned,  including  Spectrum
stockholders, any participants in the Plan and any other Eligible Participant of
Spectrum.

All  employees  of Spectrum and all employees of Affiliates shall be eligible to
participate  in the Plan.  The Board, in its sole discretion, shall from time to
time  designate  from  among  the  eligible  employees  and  among  directors,
independent  contractors  or  agents those individuals who are to receive awards
under  and  thereby  become participants in the Plan.  For purposes of the Plan,
"Affiliate" shall mean any entity, as may from time to time be designated by the
Board,  that  is  a  subsidiary  corporation  of Spectrum (within the meaning of
Section  424  of  the  Code),  and  each  other  entity  directly  or indirectly
controlling  or  controlled  by  or  under  common  control  with Spectrum.  For
purposes  of this definition, "control" means the power to direct the management
and policies of such entity, whether through the ownership of voting securities,
by  contract  or  otherwise;  and  the terms "controlling" and "controlled" have
meaning  correlative  to  the  foregoing.

4.   Awards.  (a)  Types.  Awards under the Plan shall be made with reference to
shares  of  Spectrum  common  stock and may include, but need not be limited to,
stock  options (including nonqualified stock options and incentive stock options
qualifying  under Section 422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights), warrants, dividend
equivalents,  stock  awards, restricted stock, phantom stock, performance shares
or  other  securities  or rights that the Board determines to be consistent with
the  objectives  and  limitations  of  the  Plan.  The Board may provide for the
issuance  of  shares  of  Spectrum  common  stock  as  a  stock  award  for  no
consideration  other  than  services  rendered  or,  to  the extent permitted by
applicable  state  law,  to  be  rendered.  In the event of an award under which
shares of Spectrum common stock are or may in the future be issued for any other
type  of  consideration,  the amount of such consideration shall (i) be equal or
greater than to the amount (such as the par value of such shares) required to be
received by Spectrum in order to assure compliance with applicable state law and
(ii)  to  the extent necessary to comply with Rule 16b-3 of the Exchange Act, be
equal to or greater than 50% of the fair market value of such shares on the date
of  grant  of  such  award.  The Board may make any other type of award which it
shall  determine  is consistent with the objectives and limitations of the Plan.
(b)  Performance  Goals.  The  Board  may,  but  need not, establish performance
goals to be achieved within such performance periods as may be selected by it in
its  sole  discretion, using such measures of the performance of Spectrum and/or
its Affiliates as it may select.   (c)  Rules and Policies.  The Board may adopt
from  time to time written rules and policies implementing the Plan.  Such rules
and policies may include, but need not be limited to, the type, size and term of
awards to be made to participants and the conditions for the exercise or payment
of  such  awards.  Rules  relating to stock options and free-standing and tandem
stock  appreciation  rights  (as distinguished from all other awards, including,
without  limitation, warrants), attached hereto as Exhibit A, have been approved
by  the  Board  subject to the approval of the Spectrum stockholders.  The rules
set  forth  in  Exhibit  A  may  be amended by the Board in  accordance with the
provisions  and  subject to the limitations set forth in Section 10 of the Plan.
The Board shall determine, in its sole discretion, the extent to which rules and
policies that it may adopt in the future shall be subject to the approval of the
Spectrum stockholders and/or limitations on the Board's  authority to amend such
rules or policies.   (d) Maximum Awards.  An Eligible Participant may be granted
multiple awards under the Plan.  The maximum number of shares of Spectrum common
stock subject to awards of stock options, warrants and stock appreciation rights
under the Plan, both individually and in the aggregate with respect to each such
type  of  award,  that  may  be  granted  during  any period of five consecutive
calendar years to any one individual shall be limited to 100,000.  To the extent
required  by  Section  162(m) of the Code, awards subject to the foregoing limit
that  are canceled or repriced shall not again be available for award under this
limit.  With  respect  to  awards  of  stock,  restricted  stock, phantom stock,
performance  shares or other forms of award conveying a similar economic benefit
(but  excluding  options,  warrants  and stock appreciation rights), the maximum
number of shares of  Spectrum common stock that may be awarded during any period
of five consecutive years to any one individual shall be 100,000 and the maximum
number of shares of that may be awarded to all participants under the Plan shall
be  1,000,000,  in  each  such  case  on  an individual and aggregate basis with
respect  to  each  of  such  types  of  award.

5.   Shares  of Stock Subject to the Plan.   The shares that may be delivered or
purchased  or  used  for  reference  purposes under the Plan shall not exceed an
aggregate  of  1,000,000  shares of Spectrum Common Stock, par value $.001.  Any
shares  subject  to  an  award  which  for  any  reason expires or is terminated
unexercised  as  to  such shares shall again be available for issuance under the
Plan.

6.   Payment  of  Awards.  The  Board shall determine the extent to which awards
shall  be  payable  in  cash, shares of Spectrum common stock or any combination
thereof.  The  Board  may  determine  that  all  or  a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of Spectrum
common stock or a combination thereof shall be deferred.  Deferrals shall be for
such  periods  and  upon  such  terms  as  the  Board  may determine in its sole
discretion.

7.   Vesting.  The  Board  may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of Spectrum
common  stock  or  a combination thereof, shall be vested at such times and upon
such  terms  as  may  be  selected  by  it  in  its  sole  discretion.

8.   Dilution  and  Other  Adjustment.  In  the  event  of  any  change  in  the
outstanding  shares  of  Spectrum  common  stock  by  reason of any split, stock
dividend,  recapitalization,  merger,  consolidation,  spin-off, reorganization,
combination  or  exchange  of  shares  or  other  similar corporate change, such
equitable adjustments shall be made in the Plan and the awards thereunder as the
Board  determines  are  necessary  or  appropriate, including, if necessary, any
adjustments  in  the  number, kind or character of shares that may be subject to
existing or future awards under the Plan (including by substitution of shares of
another  corporation including, without limitation, any successor of Spectrum ),
adjustments  in the exercise, purchase or base price of an outstanding award and
any  adjustments  in  the  maximum numbers of shares referred to in Section 4 or
Section 5 of the Plan.  All such adjustments shall be conclusive and binding for
all  purposes  of  the  Plan.

9.   Miscellaneous Provisions.  (a)  Rights as Stockholder.  A participant under
the  Plan shall have no rights as a holder of Spectrum common stock with respect
to  awards hereunder, unless and until certificates for shares of such stock are
issued  to  the  participant.  (b)  Assignment to Transfer.  No award under this
Plan  shall be transferable by the participant or shall be subject to any manner
of  alienation, sale, transfer, assignment, pledge, encumbrance or charge (other
than  by  or  to  Spectrum),  except  (i) by will or the laws of the descent and
distribution  (with  all references herein to the rights or duties of holders or
participants to be deemed to include such beneficiaries or legal representatives
of  the holders or participant unless the context otherwise expressly requires);
(ii) subject to the prior approval of the Board, for transfers to members of the
participant's  immediate  family,  charitable  institutions,  trusts  whose
beneficiaries  are  members  of  the  participant's  immediate  family  and/or
charitable  institutions,  trusts  whose  beneficiaries  are  members  of  the
participant's  immediate family and/or charitable institutions, or to such other
persons  or entities as may be approved by the Board in each case subject to the
condition  that  the Board be satisfied that such transfer is being made for the
estate  and/or  tax  planning  purposes  on  a  gratuitous or donative basis and
without  consideration  (other  than  nominal  consideration)  being  received
therefor.  Except  as  provided  above,  during  the  lifetime of a participant,
awards  hereunder are exercisable only by, and payable only to, the participant.
(c)  Agreements.  All  awards  granted  under  the  Plan  shall  be evidenced by
agreements  in  such  form  and  containing  such  terms  and  conditions  (not
inconsistent  with  the  Plan)  as  the Board shall adopt.   (d) Compliance with
Legal  Regulations.  During  the  term  of  the  Plan and the term of any awards
granted  under  the  Plan, Spectrum will at all times reserve and keep available
such number of shares as may be issuable under the Plan, and will seek to obtain
from  any  regulatory body having jurisdiction, any requisite authority required
in  the  opinion  of  counsel  for Spectrum in order to grant shares of Spectrum
common  stock,  or options to purchase such stock or other awards hereunder, and
transfer,  issue  or  sell  such  number  of  shares of common stock as shall be
sufficient  to  satisfy  the requirements of any options or other awards.  If in
the opinion of counsel for Spectrum the transfer, issue or sale of any shares of
its  stock  under  the  Plan  shall  not  be lawful for any reason including the
inability  of  Spectrum  to  obtain from any regulatory body having jurisdiction
authority  deemed  by such counsel to be necessary to such transfer, issuance or
sale,  Spectrum  shall  not  be  obligated  to  transfer, issue or sell any such
shares.  In  any  event,  Spectrum  shall not be obligated to transfer, issue or
sell  any  shares  to  any  participant  unless  a  registration statement which
complies  with  the  provisions  of  the Securities Act of 1933, as amended (the
"Securities Act"), is in effect at the time with respect to such shares or other
appropriate action has been taken under and pursuant to the terms and provisions
of  the  Securities  Act  and  any other applicable securities laws, or Spectrum
receives  evidence satisfactory to the Board that the transfer, issuance or sale
of  such  shares, in the absence of an effective registration statement or other
appropriate action, would not constitute a violation of the terms and provisions
of  the Securities Act.  Spectrum's obligation to issue shares upon the exercise
of  any  award  granted  under the Plan shall in any case be subject to Spectrum
being satisfied that the shares purchased are being purchased for investment and
not  with  a view to the distribution thereof, if at the time of such exercise a
resale  of such shares would otherwise violate the Securities Act in the absence
of an effective registration statement relating to such shares.  (e) Withholding
Taxes.  Spectrum  shall  have the right to deduct from all awards hereunder paid
in  cash  any  federal,  state,  local  or  foreign  taxes required by law to be
withheld  with respect to such awards and, with respect to awards paid in stock,
to  require  the  payment  (through withholding from the participant's salary or
otherwise)  of  any  such taxes.  The obligation of Spectrum to make delivery of
awards  in  cash  or Spectrum common stock shall be subject to currency or other
restrictions  imposed  by  any  government.  (f) No Rights to Award. No Eligible
Participant  or  other  person shall have any right to be granted an award under
the Plan.  Neither the Plan nor any action taken hereunder shall be construed as
giving any employee any right to be retained in the employ of Spectrum or any of
its  subsidiaries  or  shall interfere with or restrict in any way the rights of
Spectrum  or  its  subsidiaries,  which  are  hereby  reserved, to discharge the
employee at any time for any reason whatsoever, with or without good cause.  (g)
Costs  and  Expenses.  The costs and expenses of administering the Plan shall be
borne  by  Spectrum and not charged to any award nor to any Eligible Participant
receiving an award.  (h) Funding of Plan.  The Plan shall be unfunded.  Spectrum
shall  not  be required to establish any special or separate fund or to make any
other  segregation  of assets to assure the payment of any award under the Plan.

10.   Amendments  and  Termination.  (a)  Amendments.  The Board may at any time
terminate  or  from time to time amend the Plan in whole or in part, but no such
action  shall  adversely  affect  any  rights or obligations with respect to any
awards  theretofore  made  under  the  Plan.  Unless  the  holders of at least a
majority  of  the  outstanding  shares  of  Spectrum  common  stock  present, or
represented,  and entitled to vote at a meeting of stockholders shall have first
approved  thereof,  no  amendment of the Plan shall be effective which would (i)
increase  the  maximum  number of shares referred to in section 5 of the Plan or
the  maximum  awards that may be granted pursuant to section 4(d) of the Plan to
any  one individual or (ii) extend the maximum period during which awards may be
granted  under  the  Plan.  For  purposes  of  this  section  10  (a),  any  (A)
cancellation  and  reissuance or (B) repricing of any awards made under the Plan
at  a  new  option price as provided in Exhibit A hereto shall not constitute an
amendment  of  this  Plan.  With  consent  of the Eligible Participant adversely
affected, the Board may amend outstanding agreements evidencing awards under the
Plan in a manner not inconsistent with the terms of the Plan.  (b)  Termination.
Unless  the  Plan  shall theretofore have been terminated as above provided, the
Plan  (but not the awards theretofore granted under the Plan) shall terminate on
and  no  awards  shall  be  granted  after  May  15,  2011.

11.   Governing  Law.  The  validity  and  construction  of  the  Plan  and  any
agreements entered into thereunder shall be governed by the laws of the State of
Florida.