CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION
                     302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Spear & Jackson, Inc. on Form 10-Q
for the quarter ended December 31, 2003, as filed with the Securities and
Exchange Commission on the date hereof, I, Dennis Crowley, the Chief Executive
Officer of the Company, certify, pursuant to and for the purposes of 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002, that:

1.    I have reviewed this quarterly report on Form 10-Q of Spear & Jackson,
      Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)   designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including its
           consolidated subsidiaries is made known to us by others within those
           entities, particularly during the period in which this quarterly
           report is being prepared;

      b)   evaluated the effectiveness of the registrant's disclosure controls
           and procedures and presented in this report our conclusions about the
           effectiveness of the disclosure controls and procedures, as of the
           period covered by this report based on such evaluation; and

      c)   disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrant's first
           fiscal quarter in the case of this quarterly report) that has
           materially affected, or is reasonably likely to materially affect,
           the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's
      board of directors (or persons performing the equivalent function):

      a)   all significant deficiencies and material weaknesses in the design or
           operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarise and report financial information; and

      b)   any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls over financial reportin.

/s/ William Fletcher
----------------

William Fletcher

Date: February 13, 2004