<PAGE>

                                                                    EXHIBIT 10.5

                            STOCK PURCHASE AGREEMENT

            THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of March
26, 2001, is by and among JUSI HOLDINGS, INC. ("JUSI"), USI GLOBAL CORP.
("Global" and together with JUSI, the "USI Parties"), STRATEGIC INDUSTRIES, LLC
("SILLC"), REXAIR HOLDINGS, INC. (f/k/a Strategic Industries, Inc. and prior
thereto as Rexair Holdings, Inc.) (the "Company"), REXAIR, INC. ("Rexair"),
STRATEGIC FINANCE COMPANY ("Strategic Finance"), SILLC HOLDINGS, LLC ("SILLC
Holdings"), ATECH TURBINE COMPONENTS, INC. ("Atech"), BEARING INSPECTION
HOLDINGS INC. ("Bearing"), BILTBEST PRODUCTS, INC. ("BiltBest"), CARISBROOK
INDUSTRIES INC. ("Carisbrook"), EJ FOOTWEAR LLC ("EJ"), GARDEN STATE TANNING
INC. ("Garden State"), HURON INC. ("Huron"), LEON PLASTICS INC. ("Leon"), SCF
INDUSTRIES, INC. ("SCF") and together with SILLC, the Company, Rexair, Strategic
Finance, SILLC Holdings, Atech, Bearing, BiltBest, Carisbrook, EJ, Garden State,
Huron and Leon, the "Strategic Parties"), CITICORP MEZZANINE III, L.P. ("CMF")
and COURT SQUARE CAPITAL LTD ("CSCL").

            WHEREAS, JUSI is an indirect wholly-owned subsidiary of U.S.
Industries, Inc. ("USI");

            WHEREAS, on March 24, 2000, USI, JUSI, SILLC, the Company and
Automotive Interior Products LLC entered into an Amended and Restated
Subscription Agreement (the "Subscription Agreement") pursuant to which, among
other things, SILLC caused SILLC Holdings to purchase from the Company a number
of shares of common stock, par value $.01 per share, of the Company (the "Common
Stock") equal to 75% of the issued and outstanding shares of Common Stock after
giving effect to such issuance (the "Shares");

            WHEREAS, on March 24, 2000, in connection with the disposition of
USI's diversified businesses JUSI received approximately $209 million in
aggregate principal amount of 12.0% Increasing Rate Senior Notes due 2007 of
Strategic Finance (subsequently redesignated 12.5% Senior Notes Due 2007) (the
"Strategic Notes");

            WHEREAS, USI has guaranteed (the "USI Guaranty") the obligations of
Rexair under that certain Credit Agreement, dated as of March 24, 2000, among
the Company, Rexair, the lenders thereto and Bank of America, N.A., as
Administrative Agent (the "Rexair Credit Agreement");

            WHEREAS, SILLC has deposited the Shares into escrow with Chase
Manhattan Trust Company, as trustee (the "Trustee"), pursuant to that certain
Escrow Agreement dated as of March 24, 2000 among USI, JUSI, SILLC, Rexair and
the Trustee (the "Escrow Agreement");

            WHEREAS, USI intends to refinance its existing senior credit
facilities by raising in excess of $1.1 billion consisting of new bank debt and
new senior subordinated notes (the "USI Refinancing");

<PAGE>

            WHEREAS, the failure of USI to maintain certain specified credit
ratings for its senior unsecured debt would result in an event of default under
the Rexair Credit Agreement;

            WHEREAS, if USI causes a payment to be made under the USI Guaranty
to the lenders under the Rexair Credit Agreement, the Escrow Agreement provides
that the Shares will be transferred to USI unless SILLC reimburses USI for such
payment;

            WHEREAS, on March 24, 2000, the Strategic Parties and CMF and the
USI Parties entered into a Registration Rights and Remarketing Agreement (the
"Remarketing Agreement");

            WHEREAS, on March 24, 2000, the Company, SILLC and JUSI entered into
a Securities Purchase and Holders Agreement (the "Rexair SPHA");

            WHEREAS, on March 24, 2000, the Company, SILLC and JUSI entered into
a Registration Rights Agreement (the "Rexair RRA");

            WHEREAS, on March 24, 2000, SILLC, CSCL, JUSI, CMF and those certain
Management Investors entered into a Securities Purchase and Holders Agreement
(the "Equity SPHA"); and

            WHEREAS, JUSI desires to purchase, and SILLC Holdings desires to
sell to JUSI, the Shares upon the terms and subject to the conditions set forth
herein;

            NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                      PURCHASE AND SALE OF SHARES; CLOSING

            1.1 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions
of this Agreement, on the Closing Date (as hereinafter defined), SILLC Holdings
will sell, transfer, convey and assign to JUSI, and JUSI will purchase and
acquire from SILLC Holdings, for the Purchase Price specified in Section 1.2 and
free and clear of all Encumbrances (as defined below) all of SILLC Holdings'
right, title and interest in and to the Shares.

            1.2 PURCHASE PRICE. In consideration for the sale and purchase of
the Shares JUSI will transfer and assign to SILLC Holdings all of JUSI's right,
title and interest in and to $27,000,000 in aggregate principal amount of the
Strategic Notes, plus any accrued interest thereon (the "Purchase Price") free
and clear of all Encumbrances.

            1.3 CLOSING DATE. The date (the "Closing Date") for closing the
transactions contemplated hereby (the "Closing") shall be the date on which USI
consummates the USI Refinancing, which shall in no event occur prior to April 3,
2001.

            (a) At the Closing, SILLC Holdings, Rexair, the Company and SILLC
will deliver to USI the following:


                                      -2-
<PAGE>

            (i) A letter of instruction to the Escrow Agent in the form attached
      as Exhibit A hereto; and

            (ii) An executed termination agreement in the form of Exhibit B
      hereto terminating the Rexair SPHA and the Rexair RRA;

            (b) At the Closing, JUSI and USI will deliver to SILLC the
following:

            (i) A letter of instruction to the Escrow Agent in the form attached
      as Exhibit A hereto;

            (ii) $27,000,000 in aggregate principal amount of the Strategic
      Notes, plus any accrued interest thereon, to SILLC Holdings pursuant to
      Section 1.1 above, and documents in forms acceptable to SILLC Holdings,
      duly executed, effecting the transfer thereof; and

            (iii) An executed termination agreement in the form of Exhibit B
      hereto terminating the Rexair SPHA, and the Rexair RRA;

                                   ARTICLE II

      REPRESENTATIONS AND WARRANTIES OF THE STRATEGIC PARTIES, CSCL AND CMF

            2.1 The Strategic Parties hereby jointly and severally represent and
warrant to the USI Parties as follows, on the date hereof and on the Closing
Date:

            (a) Each of the Strategic Parties is a corporation duly incorporated
and validly existing under the laws of its jurisdiction of organization. SILLC
Holdings has all requisite corporate power and authority to own the Shares.

            (b) Each of the Strategic Parties has full corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement, the performance of each of the Strategic
Parties' obligations hereunder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary
corporate proceedings on the part of each of the Strategic Parties, including,
without limitation, any action required by each party's Board of Directors and
stockholders. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not violate any
provision of any Strategic Party's charter or by-laws or similar organizational
instrument and do not and will not conflict with or constitute a default under
or require a consent under any instrument, agreement or document to which any of
the Strategic Parties is a party or by which any such party is bound, or any
order of any court applicable to any of the Strategic Parties (except as
required under the Loan and Security Agreement dated as of March 24, 2000 among
the financial institutions named therein ("Lenders"), Bank of America, N.A., as
agent, the borrowers thereunder and SILLC Holdings). This Agreement has been
duly executed and delivered by each of the Strategic Parties, and, assuming the
due execution hereof by the USI Parties, this Agreement constitutes the legal,
valid


                                      -3-
<PAGE>

and binding obligation of each of the Strategic Parties, enforceable
against each of the Strategic Parties in accordance with its terms. As of the
Closing, the other agreements and instruments contemplated hereby will have been
duly and validly executed and delivered by each of the Strategic Parties, and,
assuming due authorization, execution and delivery by the parties thereto, will
constitute the valid and binding agreements of each of the Strategic Parties,
enforceable against each of the Strategic Parties in accordance with their
terms.

            (b) SILLC Holdings is the record and beneficial owner of the Shares
and has the complete and unrestricted right to sell, transfer, assign and convey
the Shares to JUSI. Upon consummation of the transaction as contemplated by this
Agreement, SILLC Holdings will deliver to JUSI good and marketable title to the
Shares free and clear of any liens, claims, charges, pledges, security
interests, options or other legal or equitable encumbrances, including, without
limitation, any agreement, understanding or restriction affecting the voting
rights or other incidents of record or beneficial ownership pertaining to the
Shares (each an "Encumbrance").

            (c) Since March 24, 2000, neither SILLC, SILLC Holdings, the Company
nor Rexair have issued any shares of capital stock, membership units, or other
form of equity or any options or rights to acquire shares of capital stock,
membership units or other form of equity, except that SILLC has issued an
additional 6,000 units of common interests and 1,777.5 units of preferred
interests to management.

            (d) The Company is the record holder and beneficial owner of all of
the issued and outstanding shares of capital stock of Rexair.

            (e) No filing with, approval by or consent of any governmental
authority, court or regulatory agency is required in order for each of the
Strategic Parties to consummate the transactions contemplated by this Agreement.

            2.2 CSCL hereby represents and warrants to the USI Parties as
follows, on the date hereof and on the Closing Date:

            (a) CSCL is a corporation duly incorporated and validly existing
under the laws of its jurisdiction of organization.

            (b) CSCL has full power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement,
the performance of each of CSCL's obligations hereunder and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
CSCL. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not violate any
provision of CSCL's charter or by-laws or similar organizational instrument and
do not and will not conflict with or constitute a default under or require a
consent under any instrument, agreement or document to which CSCL is a party or
by which such party is bound, or any order of any court applicable to CSCL. This
Agreement has been duly executed and delivered by CSCL, and, assuming the due
execution hereof by the USI Parties and CMF, this Agreement constitutes the
legal, valid and binding obligation of CSCL, enforceable against CSCL in
accordance with its


                                      -4-
<PAGE>

terms. As of the Closing, the other agreements and instruments contemplated
hereby will have been duly and validly executed and delivered by CSCL, and,
assuming due authorization, execution and delivery by the parties thereto, will
constitute the valid and binding agreements of CSCL, enforceable against CSCL in
accordance with their terms.

            (c) No filing with, approval by or consent of any governmental
authority, court or regulatory agency is required in order for CSCL to
consummate the transactions contemplated by this Agreement.

            2.3 CMF hereby represents and warrants to the USI Parties as
follows, on the date hereof and on the Closing Date:

            (a) CMF is a limited partnership duly organized under its
jurisdiction of organization.

            (b) CMF has full power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement,
the performance of each of CMF'S obligations hereunder and the consummation of
the transactions contemplated hereby have been duly and validly authorized by
CMF. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not violate any
provision of CMF'S charter or by-laws or similar organizational instrument and
do not and will not conflict with or constitute a default under or require a
consent under any instrument, agreement or document to which CMF is a party or
by which such party is bound, or any order of any court applicable to CMF. This
Agreement has been duly executed and delivered by CMF, and, assuming the due
execution hereof by the USI Parties and CSCL, this Agreement constitutes the
legal, valid and binding obligation of CMF, enforceable against CMF in
accordance with its terms. As of the Closing, the other agreements and
instruments contemplated hereby will have been duly and validly executed and
delivered by CMF, and, assuming due authorization, execution and delivery by the
parties thereto, will constitute the valid and binding agreements of CMF,
enforceable against CMF in accordance with their terms.

            (b) No filing with, approval by or consent of any governmental
authority, court or regulatory agency is required in order for CMF to consummate
the transactions contemplated by this Agreement.

                                  ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE USI PARTIES

            3.1 The USI Parties hereby jointly and severally represent and
warrant to each of the Strategic Parties, CSCL and CMF as follows, on the date
hereof and on the Closing Date:

            (a) Each of the USI Parties is a corporation duly incorporated and
validly existing under the laws of its jurisdiction of organization. JUSI has
all requisite corporate power and authority to own the Strategic Notes to be
transferred pursuant to Section 1.1.


                                      -5-
<PAGE>

            (b) Each of the USI Parties has full corporate power and authority
to execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement, the performance of each of the USI Parties' obligations
hereunder and the consummation of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate proceedings on the part
of each of the USI Parties, including, without limitation, any action required
by each party's Board of Directors and stockholders. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby will not violate any provision of any of the USI Party's
charter or by-laws or similar organizational instrument and do not and will not
conflict with or constitute a default under or require a consent under any
instrument, agreement or document to which any of the USI Parties is a party or
by which any such party is bound, or any order of any court applicable to any of
the USI Parties. This Agreement has been duly executed and delivered by each of
the USI Parties, and, assuming the due execution hereof by each of the Strategic
Parties, CSCL and CMF, this Agreement constitutes the legal, valid and binding
obligation of each of the USI Parties, enforceable against each of the USI
Parties in accordance with its terms. As of the Closing, the other agreements
and instruments contemplated hereby will have been duly and validly executed and
delivered by each of the USI Parties, and, assuming due authorization, execution
and delivery by the parties thereto, will constitute the valid and binding
agreements of each of the USI Parties, enforceable against each of the USI
Parties in accordance with their terms.

            (c) JUSI is the record and beneficial owner of the Strategic Notes
to be transferred pursuant to Section 1.1 and, subject to the terms of the
Remarketing Agreement, has the complete and unrestricted right to sell,
transfer, assign and convey such notes to SILLC Holdings. Upon consummation of
the transactions contemplated by this Agreement, JUSI will deliver to SILLC
Holdings good and marketable title to the Strategic Notes free and clear of any
Encumbrance.

            (d) Subject to the terms of the Remarketing Agreement, no filing
with, approval by or consent of any governmental authority, court or regulatory
agency is required in order for JUSI to consummate the transactions contemplated
by this Agreement.

                                   ARTICLE IV

                       ADDITIONAL COVENANTS OF THE PARTIES

            4.1 COOPERATION. Each of the Strategic Parties will (A) give USI and
its representatives (including the initial purchasers of USI's senior
subordinated notes and the arrangers of USI's new senior secured credit
facility) reasonable access to (i) the books and records and senior management
of the Company and Rexair for purposes of conducting such limited due diligence
review of the Company and Rexair as is reasonably necessary to consummate the
USI Refinancing and (ii) SILLC's, the Company's and Rexair's independent
auditors for the purpose of obtaining a customary comfort letter with respect to
information regarding the Company, Rexair and SILLC set forth in USI's offering
memorandum for its senior subordinated notes (the "Offering Memorandum"),
provided however, that with respect to SILLC, such information shall be as
described in clause (y) of the last sentence below of this Section 4.1, and (B)
cause the Company's and Rexair's independent auditors to perform such


                                      -6-
<PAGE>

reviews as are necessary under applicable standards for such auditors to give
their consent to the publication of the financial statements of the Company
described in the following sentence. The Company does hereby consent to the
publication in the Offering Memorandum, USI's confidential information
memorandum relating to USI's new senior secured credit facilities (the "Bank
Book") and USI's Registration Statement on Form S-4 to be filed in connection
with the exchange offer referred to in the Offering Memorandum (the "USI
Financing Publications") of the financial statements of the Company and related
notes that are required to be included in such publications or are customarily
included in such publications. SILLC does hereby consent to the publication (x)
in the Bank Book of historical Net Sales, EBITDA, Adjusted EBITDA and debt (and
percentages and ratios derived therefrom) information for SILLC and (y) in the
Offering Memorandum and related S-4 Registration Statement of Net Sales and
EBITDA of SILLC as of September 30, 1999.

            4.2 INTEREST PAYMENTS ON STRATEGIC NOTES. Strategic Finance shall
make the interest payment due under the Strategic Notes on April 2, 2001.

            4.3 CONSENT OF LENDERS. The Strategic Parties shall use their
commercially reasonable efforts to obtain the consent of the Lenders to the
transaction contemplated hereby by no later than April 15, 2001 and shall
promptly notify the USI Parties of the receipt of such consent.

            4.4 REGISTRATION RIGHTS AND REMARKETING AGREEMENT. CMF hereby
irrevocably waives any and all restrictions on the sale of the Strategic Notes
to be transferred to SILLC Holdings pursuant to this Agreement set forth in the
Remarketing Agreement, including the opportunity of the Tag-Along Holders (as
such term is defined in the Remarketing Agreement) to participate in the sale of
the Strategic Notes. The waiver herein is limited to the sale of the Strategic
Notes as contemplated by this Agreement and does not otherwise affect or
otherwise waive compliance with any other agreement or condition contained in
the Remarketing Agreement.

            4.5 STRATEGIC MEMBERSHIP COMPANY. (a) The USI Parties and the
Strategic Parties will cooperate so that USI can transfer its equity interest in
SILLC into a holding company that will take the form and have the
characteristics contemplated by the September 2000 draft offering memorandum of
Strategic Finance Company and Strategic Membership Company.

            (b) Each of the Strategic Parties, CSCL and CMF hereby irrevocably
waives any and all restrictions contained in Section 3 of the Remarketing
Agreement and Section 5.6 of the Equity SPHA that would otherwise affect or
restrict USI's and its affiliates' grant, in connection with the USI
Refinancing, of a security interest in the Strategic Notes, USI's or its
affiliates' preferred or common equity interest in SILLC or any interest of USI
or its affiliates in the holding company referred to in Section 4.5(a) above.

            (c) The USI Parties, the Strategic Parties, CSCL and CMF further
agree that USI and its affiliates shall have the right to include USI's
preferred and/or common equity interest in SILLC (or after the restructuring
contemplated by the first sentence of this section, the holding company referred
to in such sentence) in any remarketing of the Strategic Notes pursuant


                                      -7-
<PAGE>

to the Remarketing Agreement; provided, that prior to exercising such rights,
the USI Parties shall have exercised their rights under the Remarketing
Agreement with respect to the Strategic Notes and any such remarketing of USI's
preferred and/or common equity interest in SILLC shall be in conjunction with
and incidental to remarketing of the Strategic Notes. Except as expressly stated
hereby with respect to common and preferred equity in SILLC, nothing in this
Section 4.5(c) shall expand, modify or enlarge the Strategic Parties'
obligations or the USI Parties' rights under the Remarketing Agreement.

            4.6 FURTHER ASSURANCES. SILLC Holdings and JUSI agree that, from
time to time, whether at or after the Closing Date, each of them will execute
and deliver such further instruments of conveyance and transfer and take such
other action as may be reasonably necessary to carry out the purposes and intent
of this Agreement.

                                   ARTICLE V

                              CONDITIONS TO CLOSING

            5.1 CONDITIONS TO THE OBLIGATIONS OF EACH OF THE USI PARTIES, AS
Applicable. The obligations of the USI Parties to consummate the transactions
contemplated by this Agreement are subject to the fulfillment at or prior to the
Closing of the following conditions:

            (a) CONSUMMATION OF REFINANCING. USI shall have consummated the USI
      Refinancing.

            (b) CLOSING DELIVERIES. The relevant Parties shall have delivered to
      JUSI the documents required by Section 1.3(a).

            5.2 CONDITIONS TO THE OBLIGATIONS OF EACH OF THE STRATEGIC PARTIES,
AS APPLICABLE. The obligations of the Strategic Parties to consummate the
transactions contemplated by this Agreement are subject to the fulfillment at or
prior to the Closing of the following conditions:

            (a) CLOSING DELIVERIES. The relevant Parties shall have delivered to
      SILLC Holdings the documents required by Section 1.3(b).

            (b) CONSENT. The Strategic Parties shall have received consent from
      the Lenders to the transaction contemplated hereby.

                                   ARTICLE VI

                                   TERMINATION

            6.1 TERMINATION. This Agreement may be terminated (a) at any time
upon mutual agreement of JUSI and SILLC Holdings or (b) by any of JUSI, SILLC
Holdings, CSCL or CMF if the Closing shall not have occurred on or before May
31, 2001 (the "Termination Date"). Sections 4.5(a), 4.5(c) and 7.5 shall survive
any termination of this Agreement.


                                      -8-
<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

            7.1 NATURE AND SURVIVAL OF REPRESENTATIONS. All representations,
warranties and agreements shall survive the Closing hereunder.

            7.2 NO BROKER. Each of the parties represent that no broker or
finder has been employed by either of them in connection with the transactions
contemplated hereby.

            7.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.

            7.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to the
choice of law principles thereof.

            7.5 EXPENSES. All legal and other costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such costs and expenses, provided however, that (i)
JUSI shall bear any and all legal and other costs incurred by the Strategic
Parties as a result of the Strategic Parties compliance with Sections 4.1 and
4.5 of this Agreement and (ii) JUSI shall bear any and all legal and other costs
(other than the costs contemplated by the immediately preceding clause (i))
incurred by the Strategic Parties in connection with this Agreement and the
transaction contemplated hereby up to maximum of $25,000.

            7.6 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or by facsimile transmission or telexed or three days after
being mailed by registered or certified mail (return receipt requested), postage
prepaid, and one business day after deposited with an overnight courier service
if delivered by overnight courier, to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice;
provided, that notices of a change in address shall be effective only upon
receipt thereof):

            (a)   If to JUSI, or any of the USI Parties:

                  c/o U.S. Industries, Inc.
                  101 Wood Avenue South
                  Iselin, New Jersey 08830
                  Telephone:  (732) 767-0700
                  Telecopy:   (732) 767-2208
                  Attention:  General Counsel

            (b)   If to SILLC, or any of the Strategic Parties:


                                      -9-
<PAGE>

                  Strategic Industries, LLC
                  18223 Shawley Drive, Suite150
                  P.O. Box 2824
                  Telephone:  (301) 393-5720Telecopy: (301)
                  393-5764Attention:  President

            (c)   If to CMF:

                  Citigroup Mezzanine III, L.P.
                  399 Park Avenue
                  14th floor-Zone 4
                  New York, New York 10043
                  Telephone:
                  Telecopy:   (212) 818-2940
                  Attention:  Richard Mayberry

            (d)   If to CSCL:

                  Court Square Capital Limited
                  399 Park Avenue
                  14th floor
                  New York, New York 10043
                  Telephone:
                  Telecopy:   (212) 888-2940
                  Attention: Thomas McWilliams

            7.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided, however, that no party hereto will assign its rights or
delegate its obligations under this Agreement without the express prior written
consent of the other parties hereto.

            7.8 HEADINGS; DEFINITIONS. The section and article headings
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All capitalized
terms defined herein are equally applicable to both the singular and plural
forms of such terms.

            7.9 AMENDMENTS AND WAIVERS. This Agreement may not be modified or
amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Any
party hereto may, only by an instrument in writing, waive compliance by any
other party hereto with any term or provision of this Agreement on the part of
such party hereto to be performed or complied with. The waiver by any party
hereto of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach.


                                      -10-
<PAGE>

            7.10 ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof and supersedes any prior agreements with respect to such subject
matter.

            7.11 SPECIFIC PERFORMANCE. The parties hereto agree that if any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached, irreparable damage would occur, no
adequate remedy at law would exist and damages would be difficult to determine,
and that the parties shall be entitled to specific performance of the terms
hereof, in addition to any other remedy at law or equity.

            7.12 FACSIMILES. This Agreement, and any amendments hereto, to the
extent signed and delivered by means of facsimile machine, shall be treated in
all manner and respects as an original agreement or instrument and shall be
considered to have the same binding effect as if it were the original signed
version thereof delivered in person. At the request of any party hereto, each
other party hereto shall re-execute original forms thereof and deliver them to
all other parties. No party hereto shall claim that this Agreement is invalid,
not binding or unenforceable based upon the use of a facsimile machine to
deliver a signature, or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a facsimile machine, and each
such party forever waives any such claim or defense.

                            [SIGNATURE PAGE FOLLOWS]



                                      -11-
<PAGE>

            IN WITNESS WHEREOF, this Agreement has been signed by or on behalf
of each of the parties as of the day first above written.



                                          JUSI HOLDINGS, INC.



                                          By:  /s/ Steven C. Barre
                                             -----------------------------------
                                             Name:  Steven C. Barre
                                             Title: VP



                                          USI GLOBAL CORP.



                                          By:  /s/ Steven C. Barre
                                             -----------------------------------
                                             Name:  Steven C. Barre
                                             Title: VP



                                          STRATEGIC INDUSTRIES, LLC



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: President & CEO



                                          REXAIR HOLDINGS, INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: President


                                      -12-
<PAGE>


                                          REXAIR, INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          STRATEGIC FINANCE COMPANY



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: President



                                          SILLC HOLDINGS, LLC



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: President & CEO



                                          ATECH TURBINE COMPONENTS, INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          BEARING INSPECTION HOLDINGS INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                      -13-
<PAGE>

                                          BILTBEST PRODUCTS INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          CARISBROOK INDUSTRIES INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          EJ FOOTWEAR LLC



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          GARDEN STATE TANNING INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          HURON INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                      -14-
<PAGE>


                                          LEON PLASTICS INC.




                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          SCF INDUSTRIES INC.



                                          By: /s/ Robert C. Stift
                                             -----------------------------------
                                             Name:  Robert C. Stift
                                             Title: Vice President



                                          CITICORP MEZZANINE III, L.P.




                                          By: /s/ Richard Mayberry
                                             -----------------------------------
                                             Name:  Richard Mayberry
                                             Title:



                                          COURT SQUARE CAPITAL LTD




                                          By: /s/ Thomas McWilliams
                                             -----------------------------------
                                             Name:  Thomas McWilliams
                                             Title:



                                      -15-