FIFTH AMENDMENT TO CREDIT AGREEMENT

     This Amendment (the "Amendment") dated as of Jan. 30, 2001, is between Bank
of America, N.A (the "Bank"), formerly known as Bank of America National Trust
and Savings Association, and U.S. Home & Garden Inc. (the "Borrower").

                                    RECITALS

     A. The Bank and the Borrower entered into certain Credit Agreement dated as
of October 13,1998, as previously amended (the "Agreement"').

     B. The Bank and the Borrower desire to further mend the Agreement.

                                    AGREEMENT

     1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Agreement.

     2. Amendment. The Agreement is hereby amended as follows:

          2.1. In Section 1.1, the definition of Facility 1 Maturity Date is
     amended by substituting the date "March 31, 2004" for the date "September
     30, 2004."

          2.2. In Section 1.1, subsection (a) of the definition of Revolving
     Termination Date is amended to read in its entirety as follows:

               (a) June 30, 2001, for Facility 1 or September 30, 2001, for
          Facility 2, and

          2.3. Section 2.7(bb) is deleted.

          2.4. Section 2.8(a) is amended to read in its entirety as follows:

               (a) Facility 1 Loans. The Borrower shall repay the following
          percentages of the total of the Facility 1 Loans outstanding on the
          Revolving Termination Date on the following dates (each a "Principal
          Payment Date"):

--------------------------------------------------------------------------------
    Year       March 31        June 30        September 30      December 31
--------------------------------------------------------------------------------
    2001                        7.50%            7.50%             7.50%
--------------------------------------------------------------------------------
    2002         7.50%          7.50%            7.50%             7.50%
--------------------------------------------------------------------------------
    2003         7.50%         10.00%           10.00%            10.50%
--------------------------------------------------------------------------------
    2004        10.00%
--------------------------------------------------------------------------------

          And on March 31, 2004. the entire remaining balance of the Facility 1
          Loans and all accrued Interest thereon shall be immediately due and
          payable.

     3. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that:


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<PAGE>

          3.1. No Default or Event of Default has occurred or is continuing
     under the Agreement except those Defaults or Events of Default, if any,
     that have been disclosed in writing to the Bank or waived in writing by the
     Bank.

          3.2. The representations and warranties in the Agreement are true as
     of the date of this Amendment as if made on the date of this Amendment
     except to the extent such representations and warranties expressly refer to
     an earlier date, in which case they are true and correct as of such earlier
     date.

          3.3. The execution, delivery and performance by the Borrower of this
     Amendment have been duly authorized by all necessary corporate and other
     action and do not and will not require any registration with, consent or
     approval of, notice to or action by, any Person (including any Governmental
     Authority) in order to be effective and enforceable. The Agreement as
     amended by this Amendment constitutes the legal, valid and binding
     obligations of the Borrower, enforceable against it in accordance with its
     respective terms, except as enforceability may be limited by applicable
     bankruptcy, insolvency, or similar laws affecting the enforcement of
     creditors' rights generally or by equitable principles relating to
     enforceability.

     4. Effective Date. Provided that the Bank has received from the Borrower a
duly executed original of this Amendment, this Amendment will be deemed
effective as of ________________.

     5. Miscellaneous.

          5.1. Except as herein expressly amended, all terms, covenants and
     provisions of the Agreement are and shall remain in full force and effect
     and all references therein and in the other loan Documents to the Agreement
     shall henceforth refer to the Agreement as amended by this Amendment. This
     Amendment shall be deemed incorporated into, and a part of, the Agreement.
     This Amendment is a Loan Document.

          5.2. This Amendment shall be binding upon and inure to the benefit of
     the parties hereto and to the Agreement and their respective successors and
     assigns. No third party beneficiaries are intended in connection with this
     Amendment.

          5.3. This Amendment shall be governed by and construed in accordance
     with the law of the State of California.

          5.4. This Amendment may be executed in any number of counterparts,
     each of which shall be deemed an original, but all such counterparts
     together shall constitute but one and the same instrument. Each of the
     parties hereto understands and agrees that this document (and any other
     document required herein) may be delivered by any party thereto either in
     the form of an executed original or an executed original sent by facsimile
     transmission to be followed promptly by mailing of a hard copy original,
     and that receipt by the Bank of a facsimile transmitted document
     purportedly bearing the signature of the Borrower shall bind the Borrower
     with the same force and effect as the delivery of a hard copy original. Any
     failure by the Bank to receive the hard copy executed original of such
     document shall not diminish the binding effect of receipt of the facsimile
     transmitted executed original of such document.


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This Amendment is executed as of the date stated at the beginning of this
Amendment.

                                            Bank of America, N.A.

                                            By
                                              ----------------------------------

                                            Title Senior Vice President
                                                 -------------------------------

                                            By
                                              ----------------------------------

                                            Title
                                                 -------------------------------


                                            U.S. Home & Garden Inc.

                                            By Donald A. Rutishauser
                                              ---------------------------------

                                            Title Chief Financial Officer
                                                 -------------------------------

                                            By Robert Kassel
                                              ---------------------------------

                                            Title C.O.O
                                                 -------------------------------


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