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                                                                    EXHIBIT 10.5

                             INTERCREDITOR AGREEMENT

                  This Intercreditor Agreement (this "Agreement") is entered
into as of July 15, 2003, by and among Fleet Capital Corporation, as
administrative and collateral agent (together with any successor administrative
agent, the "Administrative Agent") for the Revolving Credit Lenders and Term
Loan B Lenders (as defined herein) under the Credit Agreement (as defined
herein), Wilmington Trust Company, as trustee (in such capacity together with
any successor trustee, the "Trustee") and as notes collateral agent (in such
capacity, together with any successor notes collateral agent, the "Notes
Collateral Agent") for the Noteholders (as defined herein) under the Indenture
(as defined herein), Jacuzzi Brands, Inc., a Delaware corporation (the
"Parent"), Eljer Plumbingware, Inc., a Delaware corporation ("Eljer"), Gatsby
Spas, Inc., a Florida corporation ("Gatsby"), Jacuzzi, Inc., a Delaware
corporation ("Jacuzzi"), Rexair, Inc., a Delaware corporation ("Rexair"),
Sundance Spas, Inc., a California corporation ("Sundance"), Zurn PEX, Inc.,
(formerly known as United States Brass Corporation) ("US Brass"), BathCraft
Inc., ("BathCraft"), Redmont, Inc. ("Redmont"), USI Global Corp. ("USI Global"),
USI American Holdings, Inc. ("USI American Holdings"), JUSI Holdings, Inc. (JUSI
Holdings"), Zurco, Inc. ("Zurco"), and Zurn Industries, Inc., a Pennsylvania
corporation ("Zurn") (Parent, Eljer, Gatsby, Jacuzzi, Rexair, Sundance, US
Brass, BathCraft, Redmont, USI Global, USI American Holdings, JUSI Holdings,
Zurco and Zurn, each a "Borrower" and collectively, the "Borrowers").

                                    RECITALS

                  A. Borrowers, the other Loan Parties, the Administrative Agent
and the Lenders are parties to a certain Loan and Security Agreement of even
date herewith (as the same may be amended, supplemented, restated or otherwise
modified from time to time, and including any agreement governing indebtedness
incurred to refinance, replace, extend, renew, refund, repay, prepay, redeem,
purchase, defease or retire, or issued in exchange or replacement for, the
indebtedness and other obligations thereunder, the "Credit Agreement"), pursuant
to which the Lenders have agreed to make loans and extend other financial
accommodations to Borrowers and the other Loan Parties.

                  B. Parent, the other Loan Parties and the Trustee are parties
to a certain Indenture of even date herewith (as the same may be amended,
supplemented, restated or otherwise modified from time to time, and including
any agreement governing indebtedness incurred to refinance, replace, extend,
renew, refund, repay, prepay, redeem, purchase, defease or retire, or issued in
exchange or replacement for, the indebtedness and other obligations thereunder,
the "Indenture"), pertaining to certain 9 5/8% senior secured notes due 2010
(the "Senior Notes") issued pursuant to the Indenture evidencing indebtedness of
Parent.

                  C. Parent, the other Borrowers and the Loan Parties have
granted to the Administrative Agent and the Notes Collateral Agent liens against
and security interests in the Collateral (as defined herein) as security for
payment and performance of the Senior Lender Obligations and the Senior
Noteholder Obligations, respectively (each as defined herein).



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                  D. To induce the Administrative Agent and the other Lenders to
enter into the Credit Agreement, the Trustee to enter into the Indenture and the
Notes Collateral Agent to enter into the Notes Collateral Agency Agreement (as
such term is defined in the Indenture), the Administrative Agent, on the one
hand, and the Trustee and the Notes Collateral Agent, on the other hand, have
each required the other to enter into this Agreement so as to set forth the
relative priority of their respective liens against and security interests in
the Collateral and certain other rights, priorities and limitations on the
exercise of remedies as between the Administrative Agent, on the one hand, and
the Trustee and the Notes Collateral Agent, on the other hand.

                  NOW THEREFORE, in consideration of the foregoing and the
mutual covenants herein contained and other good and valuable consideration, the
existence and sufficiency of which is expressly recognized by all of the parties
hereto, the parties agree as follows.

1. DEFINITIONS.

         Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in Appendix A hereto. In the absence of such definitions, any
other terms used herein will have the meanings ascribed thereto by the Uniform
Commercial Code to the extent the same are defined therein or in the Credit
Agreement, as the case may be.

2. INTERCREDITOR AGREEMENTS

         2.1. LIEN PRIORITIES. Notwithstanding the date, manner or order of
perfection of the security interests and liens granted to the Administrative
Agent and the Trustee or the Notes Collateral Agent, and notwithstanding any
provisions of the Uniform Commercial Code, or any applicable law or decision or
the Senior Lender Documents or the Senior Noteholder Documents, or whether
either the Administrative Agent or the Trustee or the Notes Collateral Agent
holds possession of all or any part of the Collateral, the following, as between
the Administrative Agent, on the one hand, and the Trustee and the Notes
Collateral Agent, on the other hand, shall be the relative priority of the
security interests and liens of the Administrative Agent, on the one hand, and
the Trustee and the Notes Collateral Agent, on the other hand, in the
Collateral:

                  (a) The Administrative Agent shall have a first and prior
         security interest in the Senior Lender Priority Collateral and the
         Trustee and the Notes Collateral Agent shall have a second and
         subordinate security interest in the Senior Lender Priority Collateral;
         and

                  (b) The Trustee and the Notes Collateral Agent shall have a
         first and prior security interest in the Senior Noteholder Priority
         Collateral and the Administrative Agent shall have a second and
         subordinate security interest in the Senior Noteholder Priority
         Collateral.

Without limiting the generality of the foregoing, with respect to any and all
intercompany notes that constitute part of the Senior Lender Priority
Collateral, regardless of whether Parent, another Borrower or another Loan Party
is the obligor on any such intercompany note and regardless of whether any such
intercompany note is subordinated to the Senior Lender Obligations and/or the




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Senior Noteholder Obligations, any and all payments thereunder or proceeds
thereof shall be distributed first to the Administrative Agent until the Senior
Lender Obligations shall have been Paid in Full and the remaining balance to the
Notes Collateral Agent for application in accordance with the Senior Noteholder
Documents.

         Neither the Administrative Agent, on the one hand, nor the Trustee, or
the Notes Collateral Agent, on the other hand, shall contest, or support any
other Person in contesting, in any proceeding (including without limitation, any
Insolvency Proceeding), the validity, extent, perfection, priority or
enforceability of any security interest in the Collateral granted to the other.
Notwithstanding any failure by either the Administrative Agent, on the one hand,
or the Trustee or the Notes Collateral Agent, on the other hand, to perfect its
security interests in the Collateral or any avoidance, invalidation or
subordination by any third party or court of competent jurisdiction of the
security interests in the Collateral granted to the Administrative Agent, the
Trustee or the Notes Collateral Agent, the priority and rights as between the
Administrative Agent, on the one hand, and the Trustee and the Notes Collateral
Agent, on the other hand, shall be as set forth herein.

         2.2. ENFORCEMENT ACTIONS.

                  (a) Upon the occurrence and during the continuance of an event
         of default under the Senior Lender Documents, the Administrative Agent
         may, at its option, take and continue any Enforcement Action with
         respect to the Senior Lender Obligations and, subject to the terms of
         this Agreement, the Senior Lender Priority Collateral. The
         Administrative Agent shall provide written notice to the Trustee in the
         event that the Administrative Agent takes any Enforcement Action. Until
         written notice by the Administrative Agent to the Trustee that the
         Senior Lender Obligations have been Paid In Full, neither the Trustee
         nor the Notes Collateral Agent shall (i) take, or support any other
         Person in taking, any Enforcement Action with respect to the Senior
         Lender Priority Collateral or (ii) other than to enforce any rights of
         the Trustee or the Notes Collateral Agent expressly set forth herein,
         contest, protest or object, or support any other Person in contesting,
         protesting or objecting, to any Enforcement Action brought by or
         otherwise taken by the Administrative Agent with respect to the Senior
         Lender Obligations and the Senior Lender Priority Collateral.

                  (b) The Administrative Agent's rights with respect to the
         Senior Lender Priority Collateral shall include the right to release
         any or all of such Senior Lender Priority Collateral from its security
         interest therein and the security interest of the Trustee therein
         (without any further action on the part of the Trustee or the Notes
         Collateral Agent) in connection with any sale or other disposition of
         such Senior Lender Priority Collateral, even if the net proceeds of any
         such sale or other disposition may not be used to permanently prepay
         the Senior Lender Obligations. Without limiting the foregoing, if the
         Administrative Agent shall determine, in connection with any sale or
         other disposition of any Senior Lender Priority Collateral that the
         release of the security interest of the Trustee or the Notes Collateral



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<PAGE>

         Agent on any such Senior Lender Priority Collateral in connection with
         any such sale or other disposition is necessary or advisable, the
         Trustee and/or the Notes Collateral Agent shall execute and deliver
         such release documents and instruments and shall take such further
         actions as the Administrative Agent shall request. Each of the Trustee
         and the Notes Collateral Agent hereby appoints the Administrative Agent
         and any officer or duly authorized person of the Administrative Agent,
         with full power of substitution, as its true and lawful
         attorney-in-fact with full irrevocable power of attorney in the place
         and stead of the Trustee or Notes Collateral Agent, as the case may be,
         and in the name of the Trustee or Notes Collateral Agent, as the case
         may be, or in the Administrative Agent's own name, from time to time,
         in the Administrative Agent's discretion, for the purposes of carrying
         out the terms of this paragraph, to take any and all appropriate action
         and to execute and deliver any and all documents and instruments as may
         be necessary or desirable to accomplish the purposes of this paragraph,
         including, without limitation, any financing statements, endorsements,
         assignments or other documents or instruments of transfer (which
         appointment, being coupled with an interest, is irrevocable). Each of
         the Trustee and the Notes Collateral Agent hereby ratifies all that
         said attorneys shall do or cause to be done under this paragraph. Upon
         the Payment In Full of the Senior Lender Obligations, any remaining
         proceeds shall be for the benefit of and be promptly paid over to the
         Trustee for application in accordance with the terms of the Senior
         Noteholder Documents and, after Payment in Full of the Senior
         Noteholder Obligations, any remaining proceeds shall revert to the
         applicable Loan Party.

                  (c) Upon the occurrence and during the continuance of an event
         of default under the Senior Noteholder Documents, the Trustee or the
         Notes Collateral Agent may, at its option, take and continue any
         Enforcement Action with respect to the Senior Noteholder Obligations
         and, subject to the terms of this Agreement, the Senior Noteholder
         Priority Collateral. The Trustee or the Notes Collateral Agent, as the
         case may be, shall provide written notice to the Administrative Agent
         in the event that it takes any Enforcement Action (it being understood
         that its ability to take any such Enforcement Action is subject to the
         terms of this Agreement). Until written notice by the Trustee to the
         Administrative Agent that the Senior Noteholder Obligations have been
         Paid In Full, the Administrative Agent shall not (i) take, or support
         any other Person in taking, any Enforcement Action with respect to the
         Senior Noteholder Priority Collateral, or (ii) other than to enforce
         any rights of the Administrative Agent expressly set forth herein,
         contest, protest or object, or support any other Person in contesting,
         protesting or objecting, to any Enforcement Action brought by or
         otherwise taken by the Trustee or the Notes Collateral Agent with
         respect to the Senior Noteholder Obligations and the Senior Noteholder
         Priority Collateral.

                  (d) The Trustee's and the Notes Collateral Agent's rights with
         respect to the Senior Noteholder Priority Collateral shall include the
         right to release any or all of such Senior Noteholder Priority
         Collateral from its security interest therein and the security interest
         of the Administrative Agent therein (without any further action on the
         part of the Administrative Agent) in connection with any sale or other
         disposition of such Senior Noteholder Priority Collateral, even if the
         net proceeds of any such sale or other disposition may not be used to
         permanently prepay the Senior Noteholder Obligations. Without limiting
         the foregoing, if the Trustee or the Notes Collateral Agent shall
         determine, in connection with any sale or other disposition of any
         Senior Noteholder Priority Collateral that the release of the security
         interest of the Administrative Agent on any such Senior Noteholder
         Priority Collateral in connection with any such sale or other
         disposition is necessary or advisable, the Administrative Agent shall



                                       4
<PAGE>

         execute and deliver such release documents and instruments and shall
         take such further actions as the Trustee or the Notes Collateral Agent,
         as the case may be, shall request. The Administrative Agent hereby
         appoints the Trustee and/or the Notes Collateral Agent and any officer
         or duly authorized person of the Trustee and/or the Notes Collateral
         Agent, with full power of substitution, as its true and lawful
         attorney-in-fact with full irrevocable power of attorney in the place
         and stead of the Administrative Agent and in the name of the
         Administrative Agent or in the Trustee's or the Notes Collateral
         Agent's own name, from time to time, in the Trustee's or the Notes
         Collateral Agent's discretion, for the purposes of carrying out the
         terms of this paragraph, to take any and all appropriate action and to
         execute and deliver any and all documents and instruments as may be
         necessary or desirable to accomplish the purposes of this paragraph,
         including, without limitation, any financing statements, endorsements,
         assignments or other documents or instruments of transfer (which
         appointment, being coupled with an interest, is irrevocable). The
         Administrative Agent hereby ratifies all that said attorneys shall do
         or cause to be done under this paragraph. Upon the Payment In Full of
         the Senior Noteholder Obligations, any remaining proceeds shall be for
         the benefit of and be promptly paid over to the Administrative Agent
         for application in accordance with the terms of the Senior Lender
         Documents and, after Payment in Full of the Senior Lender Obligations,
         any remaining proceeds shall revert to the applicable Loan Party.

                  (e) Notwithstanding the foregoing, each of the Trustee and the
         Notes Collateral Agent acknowledges that prior to the date (the
         "ACQUISITION DATE") that the Trustee or the Notes Collateral Agent
         acquires an ownership or possessory interest in the Senior Noteholder
         Priority Collateral pursuant to the exercise of its rights under the
         Senior Noteholder Documents or under applicable law, the Administrative
         Agent or its representatives or invitees may enter upon any of the real
         property included within the Senior Noteholder Priority Collateral at
         any time, and without any interference by the Trustee or the Notes
         Collateral Agent, to inspect or remove any or all of the Senior Lender
         Priority Collateral, including, without limitation, by public auction
         or private sale pursuant to the provisions of Section 2.2(g) below.

                  (f) From and after the Acquisition Date, the Trustee and the
         Notes Collateral Agent will permit upon written notice or continue to
         permit the Administrative Agent and its representatives and invitees to
         occupy and remain upon any of the real estate included within the
         Senior Noteholder Priority Collateral; PROVIDED, that such period of
         occupation (the "DISPOSITION PERIOD") shall not exceed four (4) months
         from the earlier to occur of (i) the date the Administrative Agent
         receives written notice from the Trustee or the Notes Collateral Agent
         that the Acquisition Date has occurred or will occur, or (ii) the date
         the Administrative Agent first enforces its security interests in the
         Senior Lender Priority Collateral located on such property. In
         addition, before and during the Disposition Period, the Administrative
         Agent and its representatives and invitees may use such of the Senior
         Noteholder Priority Collateral as is necessary or desirable to complete
         the manufacture and processing of any inventory (including, without
         limitation, raw materials and work-in-process) included within the
         Senior Lender Priority Collateral.



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<PAGE>


                  (g) Before and during any Disposition Period, the
         Administrative Agent and its representatives and invitees may inspect,
         repossess, remove and otherwise deal with the Senior Lender Priority
         Collateral, and the Administrative Agent may advertise and conduct
         public auctions or private sales of the Senior Lender Priority
         Collateral, in each case without interference by the Trustee or the
         Notes Collateral Agent or liability of the Administrative Agent or
         Lenders to the Trustee or the Notes Collateral Agent, except as
         expressly set forth in Section 2.2(i). During the Disposition Period,
         the Administrative Agent's use and occupancy of the real property
         included within the Senior Noteholder Priority Collateral shall not be
         exclusive and, provided that none of the following interferes in any
         respect with the Administrative Agent acting in connection with the
         exercise by the Administrative Agent of the rights afforded by this
         Section 2.2, including the liquidation, sale or other disposition of
         the Senior Lender Priority Collateral by the Administrative Agent: the
         Trustee and the Notes Collateral Agent shall have access to the Senior
         Noteholder Priority Collateral to preserve, protect, appraise and
         evaluate the Senior Noteholder Priority Collateral, to show it to
         potential purchasers and offer it for sale; PROVIDED, that, any sale,
         lease or other disposition of Senior Noteholder Priority Collateral
         closes only after the end of the Disposition Period. If the
         Administrative Agent conducts a public auction or private sale of the
         Senior Lender Priority Collateral at any of the real property included
         within the Senior Noteholder Priority Collateral, the Administrative
         Agent shall provide the Trustee with reasonable notice and use
         reasonable efforts to hold such auction or sale in a manner which would
         not unduly disrupt the Trustee's or the Notes Collateral Agent's use of
         such real property.

                  (h) If any order or injunction is issued or stay granted which
         prohibits the Administrative Agent from exercising any of its rights
         hereunder, then, at the Administrative Agent's option, the Disposition
         Period shall be stayed during the period of such prohibition and shall
         continue thereafter for the greater of (a) the number of days remaining
         in the Disposition Period, or (b) four months.

                  (i) In the event that the Administrative Agent elects to use
         some or all of the Premises as set forth in this Section 2.2, to the
         extent and for so long as the Administrative Agent occupies any or all
         Premises, the Administrative Agent shall be responsible for the
         ordinary course third party expenses related thereto, including,
         without limitation, costs with respect to heat, light, electricity,
         water and real property taxes with respect to that portion of any
         Premises so used or occupied. The Administrative Agent agrees to pay,
         indemnify and hold the Trustee and the Notes Collateral Agent harmless
         from and against any third party liability resulting from the gross
         negligence or willful misconduct of the Administrative Agent or any of
         its agents, representatives or invitees in its or their operation of
         such facilities. In the event, and only in the event, that in
         connection with its use of some or all of the Premises, the
         Administrative Agent requires the services of any employees of a
         Borrower or any other Loan Party (as such term is defined in the Credit
         Agreement) the Administrative Agent shall pay directly to any such
         employees the appropriate, allocated wages of such employees, if any,
         during the time periods that the Administrative Agent requires their
         services. The Administrative Agent shall promptly repair, at the




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         Administrative Agent's expense, any physical damage to the Senior
         Noteholder Priority Collateral caused by the Administrative Agent or
         any agent, representative or other person acting under the direction of
         the Administrative Agent during the use or occupancy of the Premises or
         the equipment by or on behalf of the Administrative Agent and the
         Senior Noteholder Priority Collateral so used or occupied shall be left
         in materially the same state of repair (ordinary wear and tear
         excluded) by the Administrative Agent at the expiration of the
         Disposition Period as existed upon the commencement of the Disposition
         Period. The Administrative Agent shall not be liable for any diminution
         in value of the Senior Noteholder Priority Collateral caused by the
         absence of the Senior Lender Priority Collateral actually removed or by
         any necessity of replacing the Senior Lender Priority Collateral or,
         subject to the immediately preceding sentence, for any other reason.

         2.3. DISTRIBUTION OF PROCEEDS OF COLLATERAL.

                  (a) All proceeds of Collateral resulting from the sale or
         other disposition of Collateral, whether or not in connection with or
         resulting from any Enforcement Action or Insolvency Proceeding, shall
         be distributed as follows: (i) if the Collateral is Senior Lender
         Priority Collateral, the proceeds shall be distributed first to the
         Administrative Agent until the Senior Lender Obligations shall have
         been Paid In Full and the balance, if any, to the Notes Collateral
         Agent for application in accordance with the Senior Noteholder
         Documents and (ii) if the Collateral is Senior Noteholder Priority
         Collateral, except to the extent that the proceeds are to be reinvested
         or held in a cash collateral account as expressly provided under the
         terms of the Indenture (as in effect on the date of this Agreement),
         the proceeds shall be distributed first to the Notes Collateral Agent
         until the Senior Noteholder Obligations shall have been Paid In Full
         and the balance, if any, to the Administrative Agent for application in
         accordance with the Senior Lender Documents. If, in the event of any
         sale or disposition of Senior Lender Priority Collateral and Senior
         Noteholder Priority Collateral in a single transaction or series of
         related transactions, the aggregate sales price shall have not been
         allocated in any agreement evidencing such sale or disposition between
         the Senior Lender Priority Collateral, on the one hand, and the Senior
         Noteholder Priority Collateral, on the other hand, being sold, then,
         solely for purposes of this Agreement, the portion of the aggregate
         sales price deemed to be proceeds of the Senior Lender Priority
         Collateral, on the one hand, and the Senior Noteholder Priority
         Collateral, on the other hand, shall be mutually determined by the
         Administrative Agent, the Term Loan B Agent (as such term is defined in
         the Credit Agreement), and the Notes Collateral Agent. In the event
         that the Administrative Agent, the Term Loan B Agent and the Notes
         Collateral Agent are unable to so mutually agree on the allocation of
         such sales price between proceeds of the Senior Lender Priority
         Collateral, on the one hand, and the Senior Noteholders Priority
         Collateral, on the other hand, then the portion of the aggregate sales
         price deemed to be proceeds of the Senior Noteholder Priority
         Collateral shall be equal to the Fair Market Value of the Senior
         Noteholder Priority Collateral, and the remainder shall be deemed to be
         proceeds of the Senior Lender Priority Collateral.

                  (b) Until written notice by the Administrative Agent to the
         Trustee of the Payment In Full of the Senior Lender Obligations, any
         proceeds constituting Senior Lender Priority Collateral which may be
         received by the Trustee or the Notes Collateral Agent shall be
         segregated and held in trust and promptly paid over to the




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         Administrative Agent, for the benefit of the Administrative Agent and
         the Lenders, in the same form as received, with any necessary
         endorsements. If the Trustee, or the Notes Collateral Agent, as the
         case may be, fails to make any such endorsement or assignment, the
         Administrative Agent is authorized to make the same as agent for the
         Trustee or the Notes Collateral Agent, as the case may be, (which
         authorization, being coupled with an interest, is irrevocable).

                  (c) Until written notice by the Trustee to the Administrative
         Agent of the Payment In Full of the Senior Noteholder Obligations, any
         proceeds constituting Senior Noteholder Priority Collateral which may
         be received by the Administrative Agent shall be segregated and held in
         trust and promptly paid over to the Notes Collateral Agent, for the
         benefit of the Trustee and the Noteholders, in the same form as
         received, with any necessary endorsements. If the Administrative Agent
         fails to make any such endorsement or assignment, the Notes Collateral
         Agent is authorized to make the same as agent for the Administrative
         Agent (which authorization, being coupled with an interest, is
         irrevocable).

                  (d) The provisions of this Section 2.3 are solely for the
         benefit of the Administrative Agent, on behalf of itself and the
         Lender, on the one hand, and the Trustee and the Notes Collateral
         Agent, on behalf of themselves and the holders of the Senior Notes, on
         the other hand, and not for the benefit of any other Person.

         2.4. INSURANCE. Unless and until written notice by the Administrative
Agent to the Trustee that the Senior Lender Obligations have been Paid In Full,
as between the Administrative Agent, on the one hand, and the Trustee and the
Notes Collateral Agent, as the case may be, on the other hand, only, the
Administrative Agent will have the sole and exclusive right to adjust or settle
any insurance policy or claim covering the Senior Lender Priority Collateral in
the event of any loss thereunder and to approve any award granted in any
condemnation or similar proceeding affecting the Senior Lender Priority
Collateral. Unless and until written notice by the Trustee to the Administrative
Agent that the Senior Noteholder Obligations have been Paid In Full, as between
the Administrative Agent, on the one hand, and the Trustee and the Notes
Collateral Agent, as the case may be, on the other hand, only, the Notes
Collateral Agent will have the sole and exclusive right to adjust or settle any
insurance policy covering the Senior Noteholder Priority Collateral in the event
of any loss thereunder and to approve any award granted in any condemnation or
similar proceeding solely affecting the Senior Noteholder Priority Collateral.
To the extent that an insured loss covers both Senior Lender Priority Collateral
and Senior Noteholder Priority Collateral, then the Administrative Agent and the
Notes Collateral Agent will work jointly and in good faith to collect, adjust
and/or settle under the insurance policy.

         2.5. CERTAIN COLLATERAL MATTERS. Each of the Administrative Agent, on
the one hand, and the Trustee and the Note Collateral Agent, on the other hand,
acknowledges and agrees that to the extent that it (or its agent) retains
physical possession or control of any of the Collateral, it (or its agent) shall
hold such Collateral on behalf of the other so that for purposes of perfecting



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any security interest or lien in any Collateral it acts and holds such
Collateral on behalf of the Administrative Agent, Term Loan B Agent, Lenders,
Trustee, Notes Collateral Agent and Noteholders. Nothing in this Section 2.5
shall affect the relative priorities in and to the Senior Lender Priority
Collateral, on the one hand, and Senior Noteholder Priority Collateral, on the
other hand, all of which shall be governed by the other provisions of this
Agreement.

3. INSOLVENCY PROCEEDINGS.

         3.1. FILING OF MOTIONS.

                  (a) The Trustee and the Notes Collateral Agent may file a
         proof of claim or statement of interest with respect to their interest
         in the Collateral in an Insolvency Proceeding, subject to the
         limitations contained in this Agreement and only if consistent with the
         terms and the limitations on the Trustee and the Notes Collateral Agent
         imposed hereby. Unless and until written notice from the Administrative
         Agent to the Trustee that all of the Senior Lender Obligations have
         been Paid In Full, neither the Trustee nor the Notes Collateral Agent
         shall file any other pleadings or motions, take any position at any
         bankruptcy court hearing or any other hearing or proceeding of any
         nature whatsoever, or otherwise take any action whatsoever in respect
         of any of the Senior Lender Priority Collateral in any Insolvency
         Proceeding. Notwithstanding the prior sentence, the Trustee and the
         Notes Collateral Agent may respond to and defend against any objection
         or other response filed with respect to any proof of claim or statement
         of interest by the Trustee and the Notes Collateral Agent that asserts
         an interest in the Senior Lender Priority Collateral.

                  (b) The Administrative Agent may file a proof of claim or
         statement of interest with respect to its interest in the Collateral in
         an Insolvency Proceeding, subject to the limitations contained in this
         Agreement and only if consistent with the terms and the limitations on
         the Administrative Agent imposed hereby. Unless and until written
         notice from the Trustee to the Administrative Agent that all of the
         Senior Noteholder Obligations have been Paid In Full, the
         Administrative Agent shall not file any other pleadings or motions,
         take any position at any bankruptcy court hearing or any other hearing
         or proceeding of any nature whatsoever, or otherwise take any action
         whatsoever in respect of any of the Senior Noteholder Priority
         Collateral in any Insolvency Proceeding. Notwithstanding the prior
         sentence, the Administrative Agent may respond to and defend against
         any objection or other response filed with respect to any proof of
         claim or statement of interest by the Administrative Agent that asserts
         an interest in the Senior Noteholder Priority Collateral.

         3.2. FINANCING ISSUES. If the Borrowers or any of the other Loan
Parties become subject to any Insolvency Proceeding, and if the Administrative
Agent or one more of the other Lenders desire to permit the usage of cash
collateral under Section 363 of the Bankruptcy Code or to provide financing to
the Borrowers or any of the Loan Parties under Section 364 of the Bankruptcy
Code, in each instance secured by a security interest in any or all of the
Senior Lender Priority Collateral, then the Trustee agrees that (i) notice
received five (5) Business Days prior to the entry of an order approving such
usage of cash collateral or approving such financing shall be adequate notice
and (ii) it will raise no objection to such usage of cash collateral financing,
other than, and limited solely, to the extent, if any, that such usage of cash




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collateral financing seeks to prime the Trustee's first priority security
interest in the Senior Noteholder Priority Collateral or to provide for any lien
or security interest in the Senior Noteholder Priority Collateral which is pari
passu to the Trustee's first priority security interest in the Senior Noteholder
Priority Collateral.

         3.3. EFFECTIVENESS. This Agreement shall be effective both before and
after the commencement of an Insolvency Proceeding. All references in this
Agreement to the Parent, the other Borrowers or any other Loan Party shall
include the Parent, the other Borrowers and each of the Loan Parties as a
debtor-in-possession and any receiver or trustee for the Parent, the other
Borrowers and the other Loan Parties in any Insolvency Proceeding; PROVIDED,
HOWEVER, that neither the Parent, the other Borrowers nor any of the other Loan
Parties acting as a debtor-in-possession may enforce this Agreement in
bankruptcy (provided, that this will not be deemed to affect or limit the rights
of the Administrative Agent, on the one hand, or the Trustee and the Notes
Collateral Agent, on the other hand, hereunder).

         3.4. OTHER BANKRUPTCY MATTERS.

                  (a) To the extent that the Trustee or the Notes Collateral
         Agent has or acquires rights under Section 362, Section 363 or Section
         364 of the Bankruptcy Code with respect to any of the Collateral, other
         than the Collateral constituting Senior Noteholder Priority Collateral,
         the Trustee and/or the Notes Collateral Agent, as the case may be,
         agrees not to assert any of such rights without the prior written
         consent of the Administrative Agent; PROVIDED, THAT, if requested by
         the Administrative Agent, the Trustee and/or the Notes Collateral Agent
         shall seek to exercise such rights in the manner requested by the
         Administrative Agent, including any rights to payments in respect of
         such rights. Each of the Trustee and the Notes Collateral Agent agrees
         to not initiate or prosecute or encourage any other Person to initiate
         or prosecute any claim, action, objection or proceeding (i) challenging
         the enforceability of the Senior Lender Obligations, (ii) challenging
         the enforceability of any security interest on any assets or properties
         securing the Senior Lender Obligations or (iii) asserting any claims
         which the Borrowers, any other Loan Party or any other Person may hold
         with respect to the Administrative Agent or any Lender.

                  (b) To the extent that the Administrative Agent has or
         acquires rights under Section 362, Section 363 or Section 364 of the
         Bankruptcy Code with respect to any of the Collateral, other than the
         Collateral constituting Senior Lender Priority Collateral, the
         Administrative Agent agrees not to assert any of such rights without
         the prior written consent of the Notes Collateral Agent; PROVIDED,
         THAT, if requested by the Trustee or the Notes Collateral Agent, the
         Administrative Agent shall seek to exercise such rights in the manner
         requested by the Trustee, or the Notes Collateral Agent, as the case
         may be, including any rights to payments in respect of such rights. The
         Administrative Agent agrees to not initiate or prosecute or encourage
         any other Person to initiate or prosecute any claim, action, objection
         or proceeding (i) challenging the enforceability of the Senior
         Noteholder Obligations, (ii) challenging the enforceability of any
         security interest on any assets or properties securing the Senior
         Noteholder Obligations or (iii) asserting any claims which the Parent,
         the other Borrowers, any other Loan Party or any other Person may hold
         with respect to the Trustee, the Notes Collateral Agent or any
         Noteholder.



                                       10
<PAGE>


4. SENIOR NOTEHOLDER DOCUMENTS AND SENIOR LENDER DOCUMENTS.

         4.1. Parent, the other Borrowers, the other Loan Parties, the Trustee
and the Notes Collateral Agent shall not at any time execute or deliver any
amendment or other modification to any of the Senior Noteholder Documents which
is inconsistent with or in violation of this Agreement.

         4.2. Parent, the other Borrowers, the other Loan Parties and the
Administrative Agent shall not at any time execute or deliver any amendment or
other modification to any of the Senior Lender Documents which is inconsistent
with or in violation of this Agreement.

5. RELIANCE; WAIVERS; ETC.

         5.1. RELIANCE. The Credit Agreement, the other Senior Lender Documents
and all related documents and agreements are deemed to have been executed and
delivered, and all loans and other extensions of credit thereunder are deemed to
have been made or incurred, in reliance upon this Agreement. Each of the Trustee
and the Notes Collateral Agent expressly waives all notice of the acceptance of
and reliance on this Agreement by the Administrative Agent and the Lenders.(1)
The Indenture, the Senior Notes and all related documents and agreements are
deemed to have been executed and delivered and all indebtedness provided
thereunder are deemed to have been made or incurred, in reliance upon this
Agreement. The Administrative Agent expressly waives all notices of the
acceptance of and reliance by the Trustee, the Notes Collateral Agent and the
Noteholders.

         5.2. NO WARRANTIES OR LIABILITY. The Trustee and the Notes Collateral
Agent, on the one hand, and the Administrative Agent, on the other hand,
acknowledge and agree that neither has made any representation or warranty with
respect to the execution, validity, legality, completeness, collectibility or
enforceability of the Credit Agreement or any other Senior Lender Document or
the Indenture, the Senior Notes or any other Senior Noteholder Document. Except
as otherwise provided in this Agreement, the Trustee and the Notes Collateral
Agent, on the one hand, and the Administrative Agent, on the other hand, will be
entitled to manage and supervise their respective loans, extensions of credit
and indebtedness to the Parent, the other Borrowers and the other Loan Parties,
as the case may be, in accordance with law and their usual practices, modified
from time to time as they deem appropriate.

         5.3. NO WAIVER OF SUBORDINATION OR OTHER PROVISIONS, ETC. No right of
any party hereto to enforce subordination or any other right or benefit provided
in this Agreement shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of such party or any other party hereto or by
any noncompliance by the Parent, the other Borrowers or any of the other Loan
Parties with the terms and conditions of any of the Senior Lender Documents or
the Senior Noteholder Documents.

--------------
(1)  For example, and without limiting the generality of Section 10.1, if a new
     lender enters into the syndicate of Lenders under the Credit Agreement,
     then no notice of that lender's acceptance or reliance on this Agreement is
     necessary. The same would apply to any replacement, refinancing, refunding
     or restatement of the Credit Agreement.



                                       11
<PAGE>




6. OBLIGATIONS UNCONDITIONAL

         6.1. SENIOR LENDER OBLIGATIONS UNCONDITIONAL. Subject to compliance
with the terms of this Agreement, all rights and interests of the Administrative
Agent under this Agreement, and all agreements and obligations of the Trustee,
the Notes Collateral Agent, the Parent, the other Borrowers and the other Loan
Parties, to the extent applicable, hereunder, shall remain in full force and
effect irrespective of:

                  (a) any lack of validity or enforceability of the Credit
         Agreement or any other Senior Lender Document;

                  (b) any change in the time, place or manner of payment of, or
         in any other term of, all or any portion of the Senior Lender
         Obligations, or any amendment, waiver or other modification, whether by
         course of conduct or otherwise, or any refinancing, replacement,
         refunding or restatement of the Credit Agreement or any other Senior
         Lender Document;

                  (c) any exchange, release or non-perfection of any security
         interest in any Collateral, or any release, amendment, waiver or other
         modification, whether by course of conduct or otherwise, or any
         refinancing, replacement, refunding or restatement of all or any
         portion of the Senior Lender Obligations or any guarantee or guaranty
         thereof; or

                  (d) any other circumstances which otherwise might constitute a
         defense available to, or a discharge of, the Parent, the other
         Borrowers or any other Loan Party in respect of the Senior Lender
         Obligations, or of any of the Trustee, the Notes Collateral Agent,
         Borrowers or any other Loan Party, to the extent applicable, in respect
         of this Agreement.

         6.2. SENIOR NOTEHOLDER OBLIGATIONS UNCONDITIONAL. Subject to compliance
with the terms of this Agreement, all rights and interests of the Trustee and
the Notes Collateral Agent under this Agreement, and all agreements and
obligations of the Administrative Agent, Borrowers and the other Loan Parties,
to the extent applicable, hereunder, shall remain in full force and effect
irrespective of:

                  (a) any lack of validity or enforceability of the Indenture or
         any other Senior Noteholder Document;

                  (b) any change in the time, place or manner of payment of, or
         in any other term of, all or any portion of the Senior Noteholder
         Obligations, or any amendment, waiver or other modification, whether by
         course of conduct or otherwise, or any refinancing, replacement,
         refunding or restatement of the Indenture, the Senior Notes or any
         other Senior Noteholder Document;

                  (c) any exchange, release or non-perfection of any security
         interest in any Collateral, or any release, amendment, waiver or other
         modification, whether by course of conduct or otherwise, or any
         refinancing, replacement, refunding or restatement of all or any
         portion of the Senior Noteholder Obligations or any guarantee or
         guaranty thereof; or




                                       12
<PAGE>

                  (d) any other circumstances which otherwise might constitute a
         defense available to, or a discharge of, Borrowers or any other Loan
         Party in respect of the Senior Noteholder Obligations, or of any of the
         Administrative Agent, Borrowers or any other Loan Party, to the extent
         applicable, in respect of this Agreement.

7. MISCELLANEOUS.

         7.1. CONFLICTS. In the event of any conflict between the provisions of
this Agreement and the provisions of any Senior Lender Document or any Senior
Noteholder Document, the provisions of this Agreement shall govern.

         7.2. CONTINUING NATURE OF PROVISIONS. This Agreement shall continue to
be effective, and shall not be revocable by any party hereto, until all Senior
Lender Obligations and all Senior Noteholder Obligations shall have been Paid In
Full. This is a continuing agreement of subordination and other rights and
benefits, and the Noteholders and the Lenders may continue, at any time and
without notice to the other parties hereto, to extend credit and other financial
accommodations, lend monies and provide indebtedness to, or for the benefit of,
Borrowers or any other Loan Party on the faith hereof.

         7.3. AMENDMENTS; WAIVERS. No amendment or modification of any of the
provisions of this Agreement by the Administrative Agent, on the one hand, or
the Trustee and the Notes Collateral Agent, on the other hand, shall be deemed
to be made unless the same shall be in writing and signed by all parties hereto.
No waiver of any of the provisions of this Agreement shall be deemed to be made
unless the same shall be in writing and signed on behalf of the party making the
same and each waiver, if any, shall be a waiver only with respect to the
specific instance involved and shall in no way impair the rights of the party
making such waiver or the obligations of the other party to such party in any
other respect or at any other time.

         7.4. INFORMATION CONCERNING FINANCIAL CONDITION OF BORROWERS AND THE
OTHER LOAN PARTIES. Each of the Trustee and the Notes Collateral Agent, on the
one hand, and the Administrative Agent, on the other hand, hereby agree that the
other has no duty to inform it regarding (i) the financial condition of
Borrowers and each of the other Loan Parties and (ii) all other circumstances
bearing upon the risk of nonpayment of the Senior Lender Obligations or the
Senior Noteholder Obligations. The Trustee and the Notes Collateral Agent, on
the one hand, and the Administrative Agent, on the other hand, hereby agree that
no party shall have any duty to advise any other party of information known to
it regarding such condition or any such circumstances. In the event the Trustee
or the Notes Collateral Agent, on the one hand, or the Administrative Agent, on
the other hand, in their respective sole discretion, undertakes at any time or
from time to time to provide any such information to any other party to this
Agreement, it shall be under no obligation (a) to provide any such information
to such other party or any other party on any subsequent occasion, (b) to
undertake any investigation not a part of its regular business routine, or (c)
to disclose any information which, pursuant to accepted or reasonable commercial
finance practices, such party wishes to maintain confidential.

         7.5. CONSENT TO JURISDICTION; WAIVERS. THE PARTIES HERETO CONSENT TO
THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW
YORK, NEW YORK. THE PARTIES HERETO WAIVE TRIAL BY JURY, ANY OBJECTION TO ANY



                                       13
<PAGE>

ACTION INSTITUTED HEREUNDER BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO
THE VENUE OF ANY ACTION INSTITUTED HEREUNDER.

         7.6. NOTICES. Unless otherwise specifically provided herein, any notice
or other communication herein required or permitted to be given shall be in
writing and may be personally served, telecopied, or sent by overnight express
courier service or United States mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a telecopy or
five (5) days after deposit in the United States mail (certified, with postage
prepaid and properly addressed). For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is delivered as provided in,
this Section 7.6) shall be as set forth below each party's name on the signature
pages hereof, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties.

         7.7. FURTHER ASSURANCES. The Administrative Agent, the Trustee and the
Notes Collateral Agent shall take such further action and shall execute and
deliver to the other such additional documents and instruments (in recordable
form, if requested) as either the Administrative Agent, on the one hand, or the
Trustee or the Notes Collateral Agent, on the other hand, may reasonably request
to effectuate the terms of and the subordination and other rights and benefits
contemplated by this Agreement.

         7.8. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
interpreted, and the rights and liabilities of the parties hereto determined, in
accordance with the internal laws and decisions of the State of New York. This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. In the event of any refinancing,
replacement, refunding or restatement of the Credit Agreement or any other
Senior Lender Document, this Agreement and each of its provisions shall
automatically, and without further act or deed on behalf of any Person, apply to
the refinanced, replaced, refunded or restated agreement and/or other document,
as the case may be and the holders of the indebtedness thereunder. In the event
of any refinancing, replacement, refunding or restatement of the Indenture, the
Senior Notes or any other Senior Noteholder Document, this Agreement and each of
its provisions shall automatically, and without further act or deed on behalf of
any Person, apply to the refinanced, replaced, refunded or restated indenture,
notes, agreement and/or other document and the holders of the indebtedness
thereunder.

         7.9. SECTION TITLES. The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind whatsoever and
are not a part of the agreement between the parties hereto.

         7.10. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which shall together
constitute one and the same document. Delivery of an executed signature page by
facsimile machine shall be as effective as delivery of a manually signed
original signature page.

                            [Signature Pages Follow]




                                       14
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                 FLEET CAPITAL CORPORATION, as
                                 Administrative Agent


                                 By: /s/ Patrick Lee
                                    ------------------------------------------
                                 Name: Patrick Lee
                                       ---------------------------------------
                                 Title: Vice President
                                       ---------------------------------------


                                 Address for Notices:

                                 Fleet Capital Corporation
                                 One South Wacker Drive Suite 1400
                                 Chicago, IL 60606
                                 Attention: Kristina Lee
                                 Facsimile: (312) 332-6537

                                 With a copy to:

                                 Winston & Strawn
                                 200 Park Avenue
                                 New York, NY 10166
                                 Attention: William D. Brewer
                                 Telecopy No. 212-294-4700




                                       15
<PAGE>



                                      Wilmington Trust Company, not in its
                                      individual capacity but solely as Trustee,


                                      By: /s/ David A. Vanaskey, Jr.
                                         -------------------------------------
                                      Name: David A. Vanaskey, Jr.
                                      Title: Vice President

                                      Address for Notices:

                                      Wilmington Trust Company
                                      Rodney Square North
                                      1100 North Market Street
                                      Wilmington, DE  19890-0001
                                      Attention: Daniel A. Vanaskey, Jr.
                                      Telecopy No. 302-636-4143

                                      With a copy to:

                                      Stroock & Stroock & Lavan LLP
                                      180 Maiden Lane
                                      New York, NY  10038-4982
                                      Attention: Sahra Dalfen
                                      Telecopy No. 212-806-6006






                                       16
<PAGE>


                                       Wilmington Trust Company, not in its
                                       individual capacity but solely as Notes
                                       Collateral Agent,


                                       By: /s/ David A. Vanaskey, Jr.
                                          ------------------------------------
                                       Name: David A. Vanaskey, Jr.
                                       Title: Vice President

                                       Address for Notices:

                                       Wilmington Trust Company
                                       Rodney Square North
                                       1100 North Market Street
                                       Wilmington, DE  19890-0001
                                       Attention: Daniel A. Vanaskey, Jr.
                                       Telecopy No. 302-636-4143

                                       With a copy to:

                                       Stroock & Stroock & Lavan LLP
                                       180 Maiden Lane
                                       New York, NY  10038-4982
                                       Attention: Sahra Dalfen
                                       Telecopy No. 212-806-6006



                                       17
<PAGE>

                                     JACUZZI BRANDS, INC.
                                     BATHCRAFT, INC.
                                     ELJER PLUMBINGWARE, INC.
                                     GATSBY SPAS, INC.
                                     JACUZZI, INC.
                                     JUSI HOLDINGS, INC.
                                     REDMONT, INC.
                                     REXAIR, INC.
                                     SUNDANCE SPAS, INC.
                                     ZURN PEX, INC.
                                     USI AMERICAN HOLDINGS, INC.
                                     USI GLOBAL CORP.
                                     ZURCO, INC.
                                     ZURN INDUSTRIES, INC.


                                     By: /s/ Steven C. Barre
                                         ----------------------------------
                                     Name: Steven C. Barre
                                         ----------------------------------
                                     Title: Vice President
                                         ----------------------------------



                                     Address for Notices:

                                     Jacuzzi Brands, Inc.
                                     Phillips Tower - West Tower
                                     777 South Flagler Drive
                                     Suite 1108
                                     West Palm Beach, FL 33401
                                     Attention:  Chief Financial Officer
                                     Telecopy No.: (561) 514-3888

                                     with copies to:

                                     Jacuzzi Brands, Inc.
                                     Phillips Tower - West Tower
                                     777 South Flagler Drive
                                     Suite 1108
                                     West Palm Beach, FL 33401
                                     Attention:  Steven C. Barre
                                     Telecopy No.: (561) 514-3888



                                       18
<PAGE>


                                     and

                                     Davis Polk & Wardwell
                                     450 Lexington Avenue
                                     New York, NY 10017
                                     Attention:  Tiziana M. Tabucchi
                                     Telecopy No.: (212) 450-4800




                                       19
<PAGE>





ACKNOWLEDGED AND AGREED:

Asteria Company (f/k/a Elite Bath Company)
Baylis Brothers Inc.
Bruckner Manufacturing Corp. (f/k/a Farberware Inc.)
Carlsbad Corp. (f/k/a Odyssey Sports, Inc.)
Compax Corp.
Eljer Industries, Inc.
Environmental Energy Company
Gary Concrete Products, Inc.
HL Capital Corp.
Jacuzzi Whirlpool Bath, Inc.
KLI, Inc. (f/k/a Keller Ladders, Inc.)
Krikles Canada U.S.A., Inc.  (f/k/a Selkirk Canada U.S.A., Inc.)
Krikles Europe U.S.A., Inc.  (f/k/a Selkirk Europe U.S.A., Inc.)
Krikles, Inc.  (f/k/a Selkirk, Inc.)
Lokelani Development Corporation
Luxor Industries Inc.
Maili Kai Land Development Corporation
Mobilite, Inc.
Nissen Universal Holdings Inc.
Outdoor Products LLC
PH Property Development Company
PLC Realty Inc. (f/k/a Prescolite Lite Controls, Inc.)
Rexair Holdings, Inc.
Sanitary - Dash Manufacturing Co., Inc.
SH 1 Inc.
Strategic Capital Management, Inc.
Strategic Membership Company
Streamwood Corporation (f/k/a Quantum Performance Films, Inc.)
TA Liquidation Corp. (f/k/a Tommy Armour Golf Company)
Trimfoot Co.
TT Liquidation Corp.
UGE Liquidation Inc. (f/k/a W.K. 25, Inc.)
USI Atlantic Corp.
USI Capital, Inc.
USI Funding, Inc.
USI Properties, Inc.
USI Realty Corp.
Zurn (Cayman Islands), Inc.
Zurn Constructors, Inc. (f/k/a Advanco Constructors, Inc.)



                                       20
<PAGE>

Zurn EPC Services, Inc. (f/k/a National Energy Production Corporation)
Zurnacq of California, Inc.


By: /s/ Steven C. Barre
    ----------------------------------------
Name:  Steven C. Barre
       -------------------------------------
Title: Vice President
       -------------------------------------







                                       21
<PAGE>


                      APPENDIX A TO INTERCREDITOR AGREEMENT

                                 (DEFINED TERMS)

                  "Administrative Agent" has the meaning set forth in the
preamble to this Agreement.

                  "Bankruptcy Code" means the United States Bankruptcy Code (11
U.S.C. 101 et seq.).

                  "Credit Agreement" has the meaning set forth in the recitals
to this Agreement.

                  "Collateral" means all property and interests in property now
owned or hereafter acquired by Borrowers, Guarantors or any other Loan Party in
which a security interest or mortgage lien is granted to the Administrative
Agent, the Notes Collateral Agent or the Trustee.

                  "Enforcement Action" means, with respect to the Senior Lender
Obligations or the Senior Noteholder Obligations, any demand for payment or
acceleration of such obligations, the exercise of any rights and remedies with
respect to any Collateral securing such obligations or the commencement or
prosecution of enforcement of any of the rights and remedies under, as
applicable, the Senior Lender Documents or the Senior Noteholder Documents, or
applicable law.

                  "Fair Market Value" means the fair market value arising from a
sale on an arms length basis, in a free market transaction, for cash, of the
Senior Noteholder Priority Collateral based on a net orderly liquidation
valuation (and not on any other basis, for example, an enterprise valuation or
going concern valuation basis), net of liquidation expenses, of the Senior
Noteholder Priority Collateral performed by a nationally recognized third party
collateral appraisal firm (such as, for example, Hilco Appraisal Services, LLC)
selected by the Administrative Agent and the Term Loan B Agent.

                  "Insolvency Proceeding" means any voluntary or involuntary
insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution,
reorganization, assignment for the benefit of creditors, appointment of a
custodian, receiver, trustee or other officer with similar powers or any other
proceeding for the liquidation, dissolution or other winding up of Borrowers or
any other Loan Party.

                  "Lenders" means the "Lenders" from time to time under and as
defined in the Credit Agreement.

                  "Loan Party" means each Borrower, each Guarantor and each
direct or indirect subsidiary of a Borrower which is now or hereafter becomes a
party to any Senior Lender Document or Senior Noteholder Document.

                  "Material After-Acquired Property" means (i) equipment or
fixtures acquired by the Parent or any other Borrower or any Loan Party after
the date hereof which constitute accretions, additions or technological upgrades




                                      A-1
<PAGE>

to the equipment or fixtures that form part of the Senior Noteholder Priority
Collateral, (ii) any equipment, fixtures and real estate of the Parent or any
other Borrower or any Loan Party acquired after the date hereof and in which a
security interest or mortgage interest is granted in favor of the Trustee or the
Notes Collateral Agent for the benefit of the Senior Noteholders in compliance
with the Indenture (as in effect on the date of this Agreement).

                  "Noteholder" means any holder of a Senior Note or Senior
Notes.

                  "Paid In Full" and "Payment In Full" shall mean, with respect
to the Senior Lender Obligations, indefeasible payment in full in cash of all of
the Senior Lender Obligations or, other than in the case of Term Loan B, cash
collateralization thereof (including through a satisfactory supporting letter of
credit) on terms satisfactory to the holders thereof and termination of all
commitments to extend credit under the Credit Agreement and, with respect to the
Senior Noteholder Obligations, indefeasible payment in full in cash of all of
the Senior Noteholder Obligations (including by way of defeasance thereof) and
cancellation of the Senior Notes.

                  "Person" shall mean any person, individual, sole
proprietorship, partnership, joint venture, corporation, limited liability
company, unincorporated organization, association, institution, entity, party,
including any government and any political subdivision, agency or
instrumentality thereof.

                  "Premises" means any and all property or buildings (including,
but not limited to, offices and manufacturing, warehouse and distribution
facilities) that are included within the Senior Noteholder Priority Collateral.

                  "Senior Lender Documents" means the Credit Agreement, each
promissory note issued thereunder, each Security Document (as defined in the
Credit Agreement), each Mortgage (as defined in the Credit Agreement), the
Administrative Agent Fee Letter (as defined in the Credit Agreement), the Term
Loan B Agent Fee Letter (as defined in the Credit Agreement), each Guaranty
Agreement (as defined in the Credit Agreement), each Letter of Credit (as
defined in the Credit Agreement), and each other Loan Document (as defined in
the Credit Agreement), as each may be amended, supplemented, restated or
otherwise modified from time to time, and including any agreements and documents
governing indebtedness incurred to refinance, replace, extend, renew, refund,
repay, prepay, redeem, purchase, defease, retire, or issued in exchange or
replacement for, all or any Senior Lender Obligations.

                  "Senior Lender Obligations" means all indebtedness,
obligations and other liabilities (contingent or otherwise) payable to the
Administrative Agent and the Lenders or affiliate of a Lender under the Credit
Agreement or any other Senior Lender Document directly or indirectly by
Borrowers or any other Loan Party and shall include, without limitation, Product
Obligations (as defined in the Credit Agreement) and all interest accrued or
accruing (or which would, absent the commencement of an Insolvency Proceeding,
accrue) after the commencement of an Insolvency Proceeding in accordance with
and at the rate specified in the Credit Agreement whether or not such interest



                                      A-2
<PAGE>

is allowed as a claim in such Insolvency Proceeding. To the extent any payment
with respect to any of the Senior Lender Obligations is declared to be
fraudulent or preferential, set aside or required to be paid to a trustee,
receiver or similar Person, then such payment or part thereof originally
intended to be satisfied shall be deemed to be reinstated and outstanding as if
such payment had not occurred.

                  "Senior Lender Priority Collateral" means all Collateral other
than the Senior Noteholder Priority Collateral.

                  "Senior Noteholder Documents" means the Indenture, the Senior
Notes, the Notes Collateral Agency Agreement (as defined in the Indenture), each
Security Document (as defined in the Indenture), each Mortgage (as defined in
the Indenture) and each Guarantee (as defined in the Indenture), as each may be
amended, supplemented, restated or otherwise modified from time to time, and
including any agreements and documents governing indebtedness incurred to
refinance, replace, extend, renew, refund, repay, prepay, redeem, purchase,
defease, retire, or issued in exchange or replacement for, all or any Senior
Noteholder Obligations.

                  "Senior Noteholder Obligations" means all indebtedness,
obligations and other liabilities (contingent or otherwise) payable to the
Trustee, the Notes Collateral Agent and the Noteholders and the due and punctual
performance of all other obligations under the Indenture, the Senior Notes and
any other Senior Noteholder Document directly or indirectly by Borrowers or any
other Loan Party and shall include, without limitation, all interest accrued or
accruing (or which would, absent the commencement of an Insolvency Proceeding,
accrue) after the commencement of an Insolvency Proceeding in accordance with
and at the rate specified in the Senior Notes whether or not such interest is
allowed as a claim in such Insolvency Proceeding. To the extent any payment with
respect to any of the Senior Noteholder Obligations is declared to be fraudulent
or preferential, set aside or required to be paid to a trustee, receiver or
similar Person, then such payment or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

                  "Senior Noteholder Priority Collateral" means all Collateral
consisting of the Specified Properties and all equipment and fixtures located on
the Specified Properties and any Material After-Acquired Property, as well as
any cash proceeds of the foregoing contained in a cash collateral account
pursuant to the terms and conditions of the Indenture.

                  "Specified Properties" means, initially, each parcel of real
property and the improvements thereto owned by the Parent or another Borrower
and identified on Schedule I hereto, and includes each other parcel of real
property and improvements thereto with respect to which a mortgage lien is
granted in favor of the Trustee or the Notes Collateral Agent for the benefit of
the Noteholders in compliance with the Indenture (as in effect on the date this
Agreement).

                  "Uniform Commercial Code" shall mean the Uniform Commercial
Code of the State of New York, as amended.



                                      A-3
<PAGE>


                                   SCHEDULE I

                              SPECIFIED PROPERTIES


------------- ------------------------------------------
                          PROPERTY LOCATION
  PROP NO               ADDRESS/COUNTY/STATE
------------- ------------------------------------------
------------- ------------------------------------------
          1.        13951 Monte Vista, Chino, CA
                        San Bernadino County
                             CALIFORNIA
------------- ------------------------------------------
------------- ------------------------------------------
          2.     263 East Gardena Blvd., Gardena, CA
                         Los Angeles County
                             CALIFORNIA
------------- ------------------------------------------
------------- ------------------------------------------
          3.     1747 Commerce Way, Paso Robles, CA
                       San Luis Obispo County
                             CALIFORNIA
------------- ------------------------------------------
------------- ------------------------------------------
          4.              4408 Airport Rd.,
                           Plant City, FL
                         Hillsborough County
                               FLORIDA
------------- ------------------------------------------
------------- ------------------------------------------
          5.    53 Empire Expressway, Swainsboro, GA
                           Emanuel County
                               GEORGIA
------------- ------------------------------------------
------------- ------------------------------------------
          6.            1900 W. Hively Ave.,
                           Elkhart County
                               INDIANA
------------- ------------------------------------------
------------- ------------------------------------------
          7.    5900 Elwin Buchanan Dr., Sanford, NC
                             Lee County
                           NORTH CAROLINA
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          8.      921 S. Ellsworth Ave., Salem, OH
                          Columbiana County
                                OHIO
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          9.        1301 Raspberry St., Erie, PA
                             Erie County
                            PENNSYLVANIA
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         10.               1301 Eljer Way,
                            Ford City, PA
                          Armstrong County
                            PENNSYLVANIA
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         11.  Schenley Industrial Park Bldgs 10, 20, 30
                          Armstrong County
                            PENNSYLVANIA
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                                      A-4
<PAGE>


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         12.        Highway 11 East, Commerce, TX
                             Hunt County
                                TEXAS
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         13.       2117 Interstate 20, Abilene, TX
                            Taylor County
                                TEXAS
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         14.           Route 640, Milford, VA
                           Caroline County
                              VIRGINIA
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         15.      230 Seventh Street, Cadillac, MI
                           Wexford County
                              MICHIGAN
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         16.               321 Mills Road
                           Waynesboro, GA
                            Burke County
                               GEORGIA
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                                      A-5