<PAGE>
                                                                    EXHIBIT 10.9

===============================================================================





                           COLLATERAL AGENCY AGREEMENT



                                   dated as of



                                 July 15, 2003,



                                      among



                              JACUZZI BRANDS, INC.,



                         The Subsidiaries Listed Herein,


                             The Representatives and
                    Unrepresented Holders Referred to Herein

                                       and



                            WILMINGTON TRUST COMPANY,
                       as Trustee and as Collateral Agent






                                                                      [2162-063]
===============================================================================



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                                TABLE OF CONTENTS

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                                    ARTICLE I

                                   Definitions

SECTION 1.01.                  Defined Terms.............................................................1
SECTION 1.02.                  Terms Generally...........................................................8
SECTION 1.03.                  Accounting Terms; GAAP....................................................8


                                   ARTICLE II

                        Permitted Additional Obligations

SECTION 2.01.                  Permitted Additional Obligations..........................................8


                                   ARTICLE III

                               The Secured Parties

SECTION 3.01.                  Acts of Secured Parties...................................................9
SECTION 3.02.                  Determination of Obligations..............................................9
SECTION 3.03.                  Restrictions on Actions..................................................10


                                   ARTICLE IV

                         Duties of the Collateral Agent

SECTION 4.01.                  Notice to Secured Parties................................................11
SECTION 4.02.                  Actions Under Security Documents.........................................11
SECTION 4.03.                  No Instructions..........................................................11
SECTION 4.04.                  Records..................................................................12


                                    ARTICLE V

                       Collateral Accounts; Distributions

SECTION 5.01.                  The Collateral Accounts..................................................12
SECTION 5.02.                  Application of Proceeds..................................................13
SECTION 5.03.                  Time of Payments.........................................................14
SECTION 5.04.                  Application of Amounts Not Distributable.................................14
SECTION 5.05.                  Treatment of Contingent Obligations......................................15
SECTION 5.06.                  Calculations.............................................................15

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                                       i
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                                   ARTICLE VI

                                   Agreements

SECTION 6.01.                  Delivery of Agreements...................................................15
SECTION 6.02.                  Information..............................................................15


                                   ARTICLE VII

                              The Collateral Agent

SECTION 7.01.                  Appointment; Rights and Duties...........................................16
SECTION 7.02.                  Expenses; Indemnity; Damage Waiver.......................................18


                                  ARTICLE VIII

                             Amendments and Waivers

SECTION 8.01.                  Amendments and Waivers...................................................19


                                   ARTICLE IX

Benefit of Agreement....................................................................................19



                                    ARTICLE X

                                  Miscellaneous

SECTION 10.01.                 Notices..................................................................21
SECTION 10.02.                 Waivers..................................................................21
SECTION 10.03.                 Counterparts.............................................................21
SECTION 10.04.                 Binding Effect...........................................................22
SECTION 10.05.                 Severability.............................................................22
SECTION 10.06.                 GOVERNING LAW............................................................22
SECTION 10.07.                 Jurisdiction; Consent to Service of Process..............................22
SECTION 10.08.                 Waivers..................................................................23
SECTION 10.09.                 Headings.................................................................23
SECTION 10.10.                 Successors and Assigns...................................................23
SECTION 10.11.                 Termination..............................................................24
SECTION 10.12.                 Complete Agreement.......................................................24
SECTION 10.13.                 Agreement to be Bound....................................................24
SECTION 10.14.                 Several Agreement........................................................24

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                                       ii



<PAGE>


SCHEDULES:

Schedule I -- Subsidiary Parties
Schedule IIA -- Initial Class A Security Documents
Schedule IIB -- Initial Class B Security Documents


EXHIBIT:

Exhibit A -- Form of Permitted Additional Obligations Designation


                                      iii
<PAGE>



                                    COLLATERAL AGENCY AGREEMENT dated as of July
                           15, 2003, among JACUZZI BRANDS, INC., the
                           Subsidiaries listed on Schedule I hereto, the
                           Representatives and the Unrepresented Holders
                           referred to herein and WILMINGTON TRUST COMPANY, not
                           in its individual capacity but solely as Trustee and
                           as Collateral Agent.


                  WHEREAS, to induce potential investors to purchase the
Securities pursuant to the Indenture dated as of July 15, 2003 (the
"INDENTURE"), among the Company, the Subsidiary Guarantors from time to time
party thereto and Wilmington Trust Company, not in its individual capacity but
solely as Trustee, the Company has agreed to enter and cause the Subsidiary
Guarantors to enter into the Security Documents in order to secure the
Obligations and to provide for certain rights and obligations with respect to
the Collateral;

                  WHEREAS the Company has requested the Collateral Agent to act,
and the Collateral Agent has agreed to so act, as the collateral agent for the
benefit of the Class A Secured Parties;

                  WHEREAS the Company has requested the Collateral Agent to act,
and the Collateral Agent has agreed to so act, as the collateral agent for the
benefit of the Class B Secured Parties;

                  WHEREAS the Company may from time to time incur Permitted
Additional Obligations that may be secured under the Security Documents of
either Class; and

                  WHEREAS the parties hereto desire to enter into this Agreement
in order to set forth the Collateral Agent's rights and obligations and certain
agreements with respect to the Obligations to be so secured, including
mechanisms for securing Permitted Additional Obligations and certain
intercreditor arrangements with respect to the enforcement of rights under the
Security Documents and the allocation of proceeds in respect of the Obligations.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. DEFINED TERMS. Terms defined in the Indenture and not
otherwise defined herein have the respective meanings set forth in the
Indenture. In addition, as used in this Agreement, the following terms have the
meanings specified below:

                  "ACT" has the meaning set forth in Section 3.01.

                  "ADDITIONAL CLASS A SECURITY DOCUMENT" means any agreement or
instrument (other than the Initial Class A Security Documents) creating or
evidencing a security interest of the Collateral Agent in, or a Lien in favor of



<PAGE>

the Collateral Agent on, or an assignment to the Collateral Agent of, any Class
A Collateral.

                  "ADDITIONAL CLASS B SECURITY DOCUMENT" means any agreement or
instrument (other than the Initial Class B Security Documents) creating or
evidencing a security interest of the Collateral Agent in, or a Lien in favor of
the Collateral Agent on, or an assignment to the Collateral Agent of, any Class
B Collateral.

                  "ADDITIONAL SECURITY DOCUMENTS" means the Additional Class A
Security Documents or the Additional Class B Security Documents (or both), as
the context requires.

                  "CLASS" refers to whether any particular Person, thing or
concept defined herein by reference to class (E.G., "Class A Collateral") is
"Class A" or "Class B".

                  "CLASS A ACCOUNTS" means the Class A Enforcement Account and
the Class A General Account.

                  "CLASS A COLLATERAL" means (a) any and all "Collateral" as
defined in any applicable Class A Security Document and (b) any and all other
assets of whatever nature, tangible or intangible, now owned or existing or
hereafter acquired or arising in which the Collateral Agent has been granted a
Lien or security interest, or that have been assigned to the Collateral Agent,
to secure any Class A Obligations pursuant to any Class A Security Document.

                  "CLASS A ENFORCEMENT ACCOUNT" has the meaning set forth in
Section 5.01(a).

                  "CLASS A GENERAL ACCOUNT" has the meaning set forth in Section
5.01(a).

                  "CLASS A GENERAL FUNDS" means funds required to be deposited
in the Class A General Account as provided in Section 5.01(c).

                  "CLASS A GENERAL FUNDS RELEASE REQUEST" means a written
request delivered by the Company to the Collateral Agent requesting the
Collateral Agent to release Class A General Funds. Each Class A General Funds
Release Request (a) shall specify (i) the amount of funds to be released, (ii)
the date of the requested release, (iii) the purpose for which such funds are to
be applied after release, (iv) the applicable provisions of the applicable
Secured Instrument or Secured Instruments pursuant to which such funds are being
released and (v) the wire instructions for the transfer of such funds to or for
the account of the applicable Grantor and (b) shall be accompanied by a
certificate of a Financial Officer to the effect that such requested release of
funds and the purpose for which such funds are to be applied after release are
not in contravention of any Secured Instrument or Security Document.

                  "CLASS A HOLDER" means any Person that is a direct holder of,
or credit party to, a Secured Instrument in respect of any Class A Obligations
or any Secured Instrument Commitment in respect of any Class A Obligations.

                  "CLASS A OBLIGATIONS" means the Security Obligations and the
Class A Permitted Additional Obligations.

                  "CLASS A PERMITTED ADDITIONAL OBLIGATIONS" means (a) the due
and punctual payment by the Company of (i) the Obligations (as defined in the
Indenture) with respect to any Indebtedness, to the extent that such
Indebtedness is designated as a "Class A Permitted Additional Obligation" in



                                       2
<PAGE>

accordance with Section 2.01, and (ii) all other monetary obligations of the
Company to any Class A Secured Parties under the Secured Instrument or Secured
Instruments with respect to such Indebtedness so designated, including
obligations to pay fees, expense reimbursement obligations and indemnification
obligations, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), (b) the due and punctual performance
of all other obligations of the Company under or pursuant to such Secured
Instruments (in respect of the Indebtedness so designated) and (c) the due and
punctual payment and performance of all the obligations of each Subsidiary
Guarantor under or pursuant to such Secured Instruments (in respect of the
Indebtedness so designated).

                  "CLASS A PRINCIPAL OBLIGATIONS" means the principal amount of
the Indebtedness constituting Class A Obligations.

                  "CLASS A SECURED INSTRUMENT COMMITMENTS" means, at any time,
commitments in effect at such time to make such loans to the Company under any
Secured Instrument that, if extended at such time, would constitute Class A
Principal Obligations.

                  "CLASS A SECURED PARTIES" means the Collateral Agent and the
Class A Holders (including their Representatives).

                  "CLASS A SECURITY DOCUMENTS" means the Initial Class A
Security Documents and the Additional Class A Security Documents.

                  "CLASS B ACCOUNTS" means the Class B Enforcement Account and
the Class B General Account.

                  "CLASS B COLLATERAL" means (a) any and all "Collateral" as
defined in any applicable Class B Security Document and (b) any and all other
assets of whatever nature, tangible or intangible, now owned or existing or
hereafter acquired or arising in which the Collateral Agent has been granted a
Lien or security interest, or that have been assigned to the Collateral Agent,
to secure any Class B Obligations pursuant to any Class B Security Document.

                  "CLASS B ENFORCEMENT ACCOUNT" has the meaning set forth in
Section 5.01(a).

                  "CLASS B GENERAL ACCOUNT" has the meaning set forth in Section
5.01(a).

                  "CLASS B GENERAL FUNDS" means funds required to be deposited
in the Class B General Account as provided in Section 5.01(c).

                  "CLASS B GENERAL FUNDS RELEASE REQUEST" means a written
request delivered by the Company to the Collateral Agent requesting the
Collateral Agent to release Class B General Funds. Each Class B General Funds
Release Request (a) shall specify (i) the amount of funds to be released, (ii)
the date of the requested release, (iii) the purpose for which such funds are to
be applied after release, (iv) the applicable provisions of the applicable
Secured Instrument or Secured Instruments pursuant to which such funds are being
released and (v) the wire instructions for the transfer of such funds to or for
the account of the applicable Grantor and (b) shall be accompanied by a
certificate of a Financial Officer to the effect that such requested release of



                                       3
<PAGE>

funds and the purpose for which such funds are to be applied after release are
not in contravention of any Secured Instrument or Security Document.

                  "CLASS B HOLDER" means any Person that is a direct holder of,
or credit party to, a Secured Instrument in respect of any Class B Obligations
or any Secured Instrument Commitment in respect of any Class B Obligations.

                  "CLASS B OBLIGATIONS" means the Security Obligations and the
Class B Permitted Additional Obligations.

                  "CLASS B PERMITTED ADDITIONAL OBLIGATIONS" means (a) the due
and punctual payment by the Company of (i) the Obligations (as defined in the
Indenture) with respect to any Indebtedness, to the extent that such
Indebtedness is designated as a "Class B Permitted Additional Obligation" in
accordance with Section 2.01, and (ii) all other monetary obligations of the
Company to any Class B Secured Parties under the Secured Instrument or Secured
Instruments with respect to such Indebtedness so designated (as defined in the
Indenture), in each case under the Indenture, the Securities and each of the
Security Instruments, including obligations to pay fees, expense reimbursement
obligations and indemnification obligations, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), (b)
the due and punctual performance of all other obligations of the Company under
or pursuant to such Secured Instruments (in respect of the Indebtedness so
designated) and (c) the due and punctual payment and performance of all the
obligations of each Subsidiary Guarantor under or pursuant to such Secured
Instruments (in respect of the Indebtedness so designated).

                  "CLASS B PRINCIPAL OBLIGATIONS" means the principal amount of
the Indebtedness constituting Class B Principal Obligations.

                  "CLASS B SECURED INSTRUMENT COMMITMENTS" means, at any time,
commitments in effect at such time to make loans to the Company under any
Secured Instrument that, if extended at such time, would constitute Class B
Principal Obligations.

                  "CLASS B SECURED PARTIES" means the Collateral Agent and the
Class B Holders (including their Representatives).

                  "CLASS B SECURITY DOCUMENTS" means the Initial Class B
Security Documents and the Additional Class B Security Documents.

                  "COLLATERAL" means the Class A Collateral and the Class B
Collateral.

                  "COLLATERAL ACCOUNTS" means the Class A Accounts or the Class
B Accounts (or both), as the context requires.

                  "COLLATERAL AGENT" means Wilmington Trust Company, not in its
individual capacity but solely as collateral agent for each of the Secured
Parties. As provided in Section 7.01(e), the Collateral Agent may appoint one or
more sub-agents to act for it. As used herein, the term "Collateral Agent" also
means and includes any such sub-agent, as the context requires.

                  "COMPANY" means Jacuzzi Brands, Inc., a Delaware corporation.



                                       4
<PAGE>

                  "CONTINGENT OBLIGATIONS" means any Obligations that are
contingent obligations or not yet liquidated, but shall not include, for the
avoidance of doubt, any obligations in respect of fees, commissions, principal
or premium that are not at the time currently due and payable or unmatured
interest.

                  "CONTINGENT OBLIGATIONS ACCOUNT" has the meaning set forth in
Section 5.05.

                  "DOLLARS" or "$" means the lawful money of the United States
of America.

                  "EFFECTIVE DATE" means the date this Agreement becomes
effective in accordance with Section 10.04.

                  "ENFORCEMENT ACCOUNT" means the Class A Enforcement Account or
the Class B Enforcement Account (or both), as the context requires.

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Company or any Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into
the environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

                  "FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or controller of the Company.

                  "GENERAL ACCOUNT" means the Class A General Account or the
Class B General Account (or both), as the context requires.

                  "GOVERNMENTAL AUTHORITY" means the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "GRANTORS" means the Company and any subsidiaries of the
Company or other Persons that grant any Lien on or security interest in any
Collateral to secure any of the Obligations.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "HOLDERS" means the Class A Holders and the Class B Holders.




                                       5
<PAGE>

                  "INDEMNITEE" has the meaning assigned to such term in Section
7.02(b).

                  "INITIAL CLASS A SECURITY DOCUMENTS" means this Agreement and
each other Security Document identified on Schedule IIA.

                  "INITIAL CLASS B SECURITY DOCUMENTS" means this Agreement and
each other Security Document identified on Schedule IIB.

                  "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement
dated as of July 15, 2003, among the Company, the Trustee, Fleet Capital
Corporation, as administrative agent, the Collateral Agent and the Subsidiaries
referred to therein.

                  "NOTICE OF CANCELATION" means, with respect to any Notice of
Enforcement, a notice or notices delivered to the Collateral Agent by the
Representatives and/or Unrepresented Holders entitled to do so under Section
4.02(e), canceling such Notice of Enforcement.

                  "NOTICE OF ENFORCEMENT" means a notice or notices delivered to
the Collateral Agent by Representatives and/or Unrepresented Holders entitled to
do so under Section 4.02(e) stating that (a) all or part of the Obligations of
the applicable Class are due and payable and remain unpaid and any applicable
grace period for payment thereof has lapsed or (b) all or part of the
Obligations of the applicable Class are then permitted by the Secured Instrument
or Secured Instruments under which such Obligations are outstanding (because of
the occurrence of an event of default or similar event under such Secured
Instrument or Secured Instruments) to be declared due and payable prior to the
stated maturity thereof pursuant to the terms of such Secured Instrument or
Secured Instruments. A Notice of Enforcement shall be deemed to have been given
when the notice referred to in the preceding sentence has actually been received
by the Collateral Agent and to have been rescinded when the Collateral Agent has
actually received a Notice of Cancelation. A Notice of Enforcement shall be
deemed to be in effect at all times after such Notice of Enforcement has been
given until such time, if any, as such Notice of Enforcement has been rescinded.
The Representatives and Unrepresented Holders entitled to do so under Section
4.02(e) shall rescind a Notice of Enforcement once such Representatives and
Unrepresented Holders are satisfied that the event or events giving rise to such
Notice of Enforcement have been cured or waived in accordance with the
applicable Secured Instrument and no other event has occurred and is continuing
that would permit a Notice of Enforcement to be given.

                  "OBLIGATIONS" means the Class A Obligations or the Class B
Obligations (or both), as the context requires.

                  "PERMITTED ADDITIONAL OBLIGATIONS" means the Class A Permitted
Additional Obligations or the Class B Permitted Additional Obligations (or
both), as the context requires.

                  "PERMITTED ADDITIONAL OBLIGATIONS DESIGNATION" means a
Permitted Additional Obligations Designation duly completed and executed by the
Company and the holder or holders of the Permitted Additional Obligations (or
Secured Instrument Commitments in respect thereof) referenced therein (or a
Representative of such holders) and delivered pursuant to Section 2.01,
substantially in the form of Exhibit A.

                  "PRINCIPAL OBLIGATIONS" means the Class A Principal
Obligations or the Class B Principal Obligations (or both), as the context
requires.




                                       6
<PAGE>

                  "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

                  "REPRESENTATIVE" means, as to any Secured Party or Secured
Parties, any Person designated in the Secured Instrument evidencing or governing
the Obligations held by such Secured Party or Secured Parties, as the trustee,
agent or representative of such Secured Party or Secured Parties (including, in
the case of the Security Obligations, the Trustee).

                  "REQUIRED AMENDMENT PARTIES" means the Required Class A
Amendment Parties or the Required Class B Amendment Parties (or both), as the
context requires.

                  "REQUIRED CLASS A AMENDMENT PARTIES" means, at any time, the
Class A Secured Parties having outstanding Class A Obligations and Secured
Instrument Commitments representing more than 50% of the sum of the total
outstanding Class A Principal Obligations and Class A Secured Instrument
Commitments at such time.

                  "REQUIRED CLASS A ENFORCEMENT PARTIES" means, at any time, the
Class A Secured Parties having outstanding Class A Principal Obligations
representing more than 50% of the sum of the total outstanding Class A Principal
Obligations at such time.

                  "REQUIRED CLASS B AMENDMENT PARTIES" means, at any time, the
Class B Secured Parties having outstanding Class B Obligations and Secured
Instrument Commitments representing more than 50% of the sum of the total
outstanding Class B Principal Obligations and Class B Secured Instrument
Commitments at such time.

                  "REQUIRED CLASS B ENFORCEMENT PARTIES" means, at any time, the
Class B Secured Parties having outstanding Class B Principal Obligations
representing more than 50% of the sum of the total outstanding Class B Principal
Obligations at such time.

                  "REQUIRED ENFORCEMENT PARTIES" means the Required Class A
Enforcement Parties or the Required Class B Enforcement Parties (or both), as
the context requires.

                  "SECURED INSTRUMENT" means any instrument or agreement (other
than the Security Documents) that evidences or governs the terms of any of the
Obligations. The Indenture is a Secured Instrument.

                  "SECURED INSTRUMENT COMMITMENTS" means the Class A Secured
Instrument Commitments or the Class B Secured Instrument Commitments (or both),
as the context requires.

                  "SECURITY DOCUMENTS" means any Class A Security Documents or
any Class B Security Documents (or both), as the context requires.

                  "SECURITY OBLIGATIONS" means (a) the due and punctual payment
by the Company of (i) the Obligations (as defined in the Indenture) and (ii) all
other monetary obligations of the Company to any Secured Parties (as defined in
the Indenture), in each case under the Indenture, the Securities and each of the
Security Documents, including obligations to pay fees, expense reimbursement
obligations and indemnification obligations, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred during
the pendency of any bankruptcy, insolvency, receivership or other similar



                                       7
<PAGE>

proceeding, regardless of whether allowed or allowable in such proceeding), (b)
the due and punctual performance of all other obligations of the Company under
or pursuant to the Indenture, the Securities and each of the Security Documents
and (c) the due and punctual payment and performance of all the obligations of
each Subsidiary Guarantor under or pursuant to the Indenture and each of the
Security Documents.

                  "SECURED PARTIES" means the Class A Secured Parties and the
Class B Secured Parties.

         SECTION 1.02. TERMS GENERALLY. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified, (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns and, in the case of
a Governmental Authority, succeeding to the relevant functions thereof, (c) the
words "herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections and Exhibits
shall be construed to refer to Articles and Sections of, and Exhibits to, this
Agreement and (e) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts, contract rights,
licenses and intellectual property.

         SECTION 1.03. ACCOUNTING TERMS; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time.

                                   ARTICLE II

                        PERMITTED ADDITIONAL OBLIGATIONS

         SECTION 2.01. PERMITTED ADDITIONAL OBLIGATIONS. (a) The Company may
from time to time designate any Indebtedness (including Indebtedness to be
advanced pursuant to Secured Instrument Commitments) of the Company as Permitted
Additional Obligations of either Class hereunder by delivering to the Collateral
Agent (i) a Permitted Additional Obligations Designation in respect of such
Indebtedness describing such Indebtedness, specifying whether such Indebtedness
is being designated Class A Permitted Additional Obligations or Class B
Permitted Additional Obligations (or both) and attaching thereto a true and
complete copy of all instruments and agreements (together with all schedules,
exhibits, annexes, appendices and other attachments thereto), including the
applicable Secured Instruments relating to such Indebtedness to which any
Grantor is a party, and (ii) a certificate of a Financial Officer and an opinion
of counsel, each to the effect that such designation of such Indebtedness is not
in contravention of this Agreement, any Secured Instrument and the Intercreditor



                                       8
<PAGE>

Agreement. Upon delivery to the Collateral Agent of the documents described in
clauses (i) and (ii) of the preceding sentence, but subject the following
sentence, the Indebtedness designated by such Permitted Additional Obligations
Designation shall constitute Permitted Additional Obligations of the designated
Class and the Holders thereof shall constitute Secured Parties of the designated
Class hereunder and shall be bound by the provisions hereof. Notwithstanding
anything herein to the contrary, any purported designation of any Indebtedness
as Permitted Additional Obligations in violation of this Agreement, any Secured
Instrument or the Intercreditor Agreement shall be null and void and of no force
or effect.

                  (b) After the date hereof, any increase in the total amount of
Principal Obligations and Secured Instrument Commitments of a Class over the
total amount thereof previously designated hereunder for such Class shall
require the execution and delivery of an additional Permitted Additional
Obligations Designation, notwithstanding that such additional Principal
Obligations or Secured Instrument Commitments are under any Secured Instrument
that was the subject of a previous Permitted Additional Obligations Designation,
but any Indebtedness resulting from loans advanced and letters of credit issued
pursuant to any Secured Instrument Commitment that was properly designated as
Permitted Additional Obligations of the relevant Class in accordance with
Section 2.01(a) at the time of execution and delivery of the Permitted
Additional Obligations Designation relating thereto shall constitute Permitted
Additional Obligations notwithstanding any subsequent failure by the Company to
comply with Section 2.01(a).

                                  ARTICLE III

                               THE SECURED PARTIES

         SECTION 3.01. ACTS OF SECURED PARTIES. Any request, demand,
authorization, direction, notice, consent, waiver or other action permitted or
required by this Agreement to be given or taken by any Secured Party, the
relevant Class of Required Amendment Parties or the relevant Class of Required
Enforcement Parties (as applicable) may be and, at the request of the Collateral
Agent, shall be embodied in and evidenced by one or more instruments reasonably
satisfactory in form to the Collateral Agent and signed by such Secured Party or
its Representative, the relevant Class of Required Amendment Parties or their
Representatives or the relevant Class of Required Enforcement Parties or their
Representatives (as applicable) and, except as otherwise expressly provided in
any such instrument, any such action shall become effective when such instrument
or instruments shall have been delivered to the Collateral Agent. The instrument
or instruments evidencing any action (and the action embodied therein and
evidenced thereby) are sometimes referred to herein as an "ACT" of the Persons
signing such instrument or instruments. The Collateral Agent shall be entitled
to rely absolutely upon (a) an Act of any Representative if such Act purports to
be taken by or on behalf of the Secured Parties (or the relevant Class of
Required Amendment Parties or the relevant Class of Required Enforcement
Parties) represented by such Representative and (b) an Act of any Holder if such
Act purports to be taken by or on behalf of such Holder, and nothing in this
Section 3.01 or elsewhere in this Agreement shall be construed to require any
Representative or Holder to demonstrate that it has been authorized to take any
action which it purports to be taking, the Collateral Agent being entitled to
rely conclusively, and being fully protected in so relying, on any Act of such
Representative or Holder.

         SECTION 3.02. DETERMINATION OF OBLIGATIONS. (a) Whenever the Collateral
Agent is required to determine the existence or amount of any of the Obligations
or Secured Instrument Commitments or any other amount or any portion thereof
(including the Principal Obligations) for any purposes of this Agreement, it
shall be entitled to make such determination on the basis of one or more
certificates of any applicable Representative or Holder; PROVIDED that if,
notwithstanding the request of the Collateral Agent, any applicable
Representative or Holder shall fail or refuse promptly to certify as to the
existence or amount of any Obligations or Secured Instrument Commitments or any


                                       9
<PAGE>
portion thereof, the Collateral Agent shall be entitled to determine such
existence or amount by reliance upon a certificate of the Company or upon the
most recent available information provided to the Collateral Agent by the
relevant Secured Parties; PROVIDED FURTHER that, promptly following
determination of any such amount, the Collateral Agent shall notify such
Representative or Holder of such determination and thereafter shall correct any
error that such Representative or Holder brings to the attention of the
Collateral Agent. The Collateral Agent may rely conclusively, and shall be fully
protected in so relying, on any determination made by it in accordance with the
provisions of the preceding sentence (or as otherwise directed by a court of
competent jurisdiction) and shall have no liability to any Grantor, any Secured
Party or any other Person as a result of any action taken by the Collateral
Agent based upon such determination prior to receipt of notice of any error in
such determination.

                  (b) For purposes of making the determinations required by this
Agreement (other than as provided in Section 10.14) with respect to any amount
that is denominated in any currency other than Dollars, the Collateral Agent
shall value such amount in Dollars based upon prevailing exchange rates in
effect as of the first Business Day preceding the date on which the Collateral
Agent is required to make such determination.

         SECTION 3.03. RESTRICTIONS ON ACTIONS. Each Secured Party agrees that,
unless and until this Agreement is terminated as provided herein, the provisions
of this Agreement shall provide the exclusive method by which any Secured Party
may exercise, or direct the exercise of, rights and remedies under the Security
Documents. Therefore, each Secured Party shall, for the mutual benefit of all
Secured Parties of the same Class, except as permitted under this Agreement:

                  (a) refrain from taking or filing any action, judicial or
         otherwise, to enforce any rights or pursue any remedies under the
         relevant Class of Security Documents, except for delivering notices
         hereunder; and

                  (b) refrain from exercising any rights or remedies under the
         relevant Class of Security Documents which may be exercisable as a
         result of an event that could result in a Notice of Enforcement;

PROVIDED that the foregoing shall not prevent (i) any Secured Party from
imposing a default rate of interest in accordance with the applicable Secured
Instrument, (ii) the Collateral Agent from exercising any right or remedy or
taking any other action on behalf of the relevant Class of Secured Parties that
it is permitted or authorized to exercise or take or (iii) a Secured Party from
exercising its rights and remedies as a general creditor in accordance with the
applicable Secured Instrument and applicable law, including the right to
commence legal proceedings to collect any Obligations due and payable to such
Secured Party and remaining unpaid, to accelerate the maturity of any
Obligations or to terminate any Secured Instrument Commitment in accordance with
the applicable Secured Instrument, to commence legal proceedings to enforce any
Secured Instrument and obtain a judgment and to enforce such judgment, in each
case to the same extent as if such Secured Party were an unsecured creditor.




                                       10
<PAGE>

                                   ARTICLE IV

                         DUTIES OF THE COLLATERAL AGENT

         SECTION 4.01. NOTICE TO SECURED PARTIES. The Collateral Agent shall
promptly notify each Representative and Unrepresented Holder of the relevant
Class (with notice to the Company promptly thereafter) in the event that the
Collateral Agent receives any Notice of Enforcement, any Notice of Cancelation
or any request by any party hereto or by any Grantor for any consent, waiver or
amendment with respect hereto or any other Security Document.

         SECTION 4.02. ACTIONS UNDER SECURITY DOCUMENTS. (a) The Collateral
Agent shall not be obligated to take any action under this Agreement or any of
the other Security Documents except for the performance of such duties as are
specifically set forth herein or therein.

                  (b) Subject to the provisions of Article VII and Sections 4.03
and 8.01, the Collateral Agent (in its capacity as Collateral Agent acting on
behalf of the relevant Class of Secured Parties) shall take any action under or
with respect to any Security Documents of the applicable Class which is (i)
consistent with or not contrary to the provisions of this Agreement, the other
Security Documents of the applicable Class and the Intercreditor Agreement and
(ii) in accordance with written instructions that the Collateral Agent has
received from the Required Enforcement Parties of the applicable Class.

                  (c) The Collateral Agent shall not exercise any remedy
involving the acceptance of any Collateral in full or partial satisfaction of
any Obligation, to the extent available in any applicable jurisdiction, except
with the consent of each Secured Party affected thereby.

                  (d) This Section 4.02 shall not be construed to apply to
amendments, modifications or waivers of any Security Documents, which shall be
subject to Article VIII.

                  (e) A Notice of Enforcement or Notice of Cancelation may be
delivered only by the Required Enforcement Parties of the applicable Class.

         SECTION 4.03. NO INSTRUCTIONS. (a) At any time when a Notice of
Enforcement received by it shall be in effect, the Collateral Agent (in its
capacity as Collateral Agent acting on behalf of the relevant Class of Secured
Parties) shall, subject in all cases to the provisions of Article VII, exercise
or refrain from exercising all such rights, powers and remedies available to it
under the relevant Class of Security Documents or any of them in accordance with
any written instructions received in accordance with Section 4.02(b). Absent any
such written instructions at a time when a Notice of Enforcement received by it
shall be in effect, the Collateral Agent (in its capacity as Collateral Agent
acting on behalf of the relevant Class of Secured Parties) may take, but shall
have no obligation to take, any and all such actions under the Security
Documents of the applicable Class or any of them or otherwise as it shall deem
necessary in its sole discretion in order to maintain the relevant Class of
Collateral and protect and preserve the relevant Class of Collateral and the
rights of the relevant Class of Secured Parties.

                  (b) At any time when a Notice of Enforcement received by it
shall be in effect, if the Collateral Agent has not received instructions given
in accordance with Section 4.02(b) with respect to the exercise of remedies




                                       11
<PAGE>

under or with respect to the relevant Class of Security Documents, the
Collateral Agent shall follow the instructions of the Representatives or
Unrepresented Holders representing the greatest amount of Principal Obligations
of the relevant Class then outstanding that shall have delivered instructions to
the Collateral Agent.

         SECTION 4.04. RECORDS. The Collateral Agent (in its capacity as
Collateral Agent acting on behalf of the relevant Class of Secured Parties)
shall maintain records regarding determinations, made for any purpose, of the
amounts of the outstanding Obligations and Secured Instrument Commitments, in
each case of the relevant Class, any distributions from its Collateral Accounts
and any information received by the Collateral Agent pursuant to Section 6.02.
The information contained in such records shall be made available to the Company
or any Secured Party of the relevant Class upon request.

                                   ARTICLE V

                       COLLATERAL ACCOUNTS; DISTRIBUTIONS

         SECTION 5.01. THE COLLATERAL ACCOUNTS. (a) The Collateral Agent shall
establish and maintain at its office located at Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware, 19890, Attention:
Corporate Capital Markets, (i) two collateral accounts designated, respectively,
the "CLASS A ENFORCEMENT ACCOUNT" and the "CLASS A GENERAL ACCOUNT" and (ii) two
collateral accounts designated, respectively, the "CLASS B ENFORCEMENT ACCOUNT"
and the "CLASS B GENERAL ACCOUNT". Any sub-agent of the Collateral Agent
appointed pursuant to Section 7.01(e) may establish and maintain one or more
sub-accounts under the Collateral Accounts of the Collateral Agent, and any such
sub-accounts shall constitute part of the Collateral Accounts of the the
Collateral Agent for purposes hereof.

                  (b) While a Notice of Enforcement received by it is in effect,
(i) all amounts which are received by the Collateral Agent (in its capacity as
Collateral Agent acting on behalf of the relevant Class of Secured Parties) in
respect of the relevant Class of Collateral, whether in connection with the
exercise of any right or remedy provided in this Agreement or any other Security
Document of the relevant Class or otherwise (including all amounts received on
account of any sale of or other realization upon any of the Collateral of the
relevant Class pursuant to any such Security Document), shall be deposited in
the Enforcement Account of the relevant Class and (ii) all amounts on deposit in
or required to be deposited in the General Account of the relevant Class shall
be transferred to the Enforcement Account of the relevant Class. Upon the
rescission of such effective Notice of Enforcement in accordance with the terms
hereof, the Collateral Agent shall (subject to the payment of any Obligations of
the applicable Class then due and payable in accordance with Section 5.02, and
after deducting amounts reasonably estimated to be payable in respect of
expenses incurred that constitute Obligations of the applicable Class) release
any funds then remaining on deposit in such Enforcement Account to the Grantor
or Grantors entitled thereto; PROVIDED that such funds in an amount equal to the
sum of (i) the amount of funds transferred to such Enforcement Account from such
General Account pursuant to paragraph (c) of this Section and (ii) the amount of
funds that would have been deposited in such General Account pursuant to
paragraph (c) of this Section if a Notice of Enforcement had not been in effect,
together with all interest and income on such amounts, shall be deposited in
such General Account for application in accordance with the terms of paragraph
(c) of this Section.

                  (c) All amounts which are received by the Collateral Agent (in
its capacity as Collateral Agent acting on behalf of the relevant Class of
Secured Parties) which by the terms of any relevant Class of Security Document



                                       12
<PAGE>

or any relevant Class of Secured Instrument are required to be held by the
Collateral Agent on behalf of the relevant Class of Secured Parties (other than
amounts required to be deposited in the Enforcement Account of the applicable
Class) shall be deposited in the General Account of the applicable Class; and
any amounts received by the Collateral Agent (in its capacity as Collateral
Agent acting on behalf of the relevant Class of Secured Parties) which are not
so required to be held by it and are not required to be deposited in a
Collateral Account shall be returned or paid over to the Grantor or Grantors
entitled thereto. While a Notice of Enforcement is in effect, all amounts on
deposit in or required to be deposited in a General Account shall be transferred
to or deposited in the Enforcement Account of the applicable Class. The Company
may, by delivery to the Collateral Agent of a General Funds Release Request,
request a release of funds from a General Account in accordance with the
applicable provisions of the Security Document or Secured Instrument which
required such funds to be deposited with the Collateral Agent on behalf of the
relevant Class of Secured Parties (but only to the extent such funds in such
General Account were deposited in such General Account pursuant to such
agreements). If no Notice of Enforcement is in effect on the date on which such
funds are requested to be released pursuant to such General Funds Release
Request, the Collateral Agent shall release such funds in accordance with such
General Funds Release Request.

                  (d) All amounts deposited in the Collateral Agent's Collateral
Accounts shall be held by the Collateral Agent for the benefit of the relevant
Class of Secured Parties subject to the terms hereof and of the relevant Class
of Security Documents. No Grantor shall have any rights (except as provided
herein) with respect thereto, and the Collateral Agent (in its capacity as
Collateral Agent on behalf of the relevant Class of Secured Parties) shall have
exclusive dominion and control over its Collateral Accounts.

                  (e) The Collateral Agent (in its capacity as Collateral Agent
on behalf of the Secured Parties) will from time to time invest any cash held in
its Collateral Accounts in Temporary Cash Investments in accordance with any
directions received in writing from the Company; PROVIDED that the Collateral
Agent shall not be obligated to make any such investment except to the extent
directed in writing by the Company. The Collateral Agent shall not be obligated
to pay any interest to any Grantor on any cash held in its Collateral Accounts,
but any interest earned on any Temporary Cash Investment shall form part of its
Collateral Accounts to be applied as provided herein. The Collateral Agent (in
its capacity as Collateral Agent on behalf of the relevant Class of Secured
Parties) shall have the right to sell or liquidate its Temporary Cash
Investments for the purpose of providing the cash necessary for any withdrawal
in accordance with this Agreement; PROVIDED that the Collateral Agent shall have
no responsibility for any diminution in value of or losses upon sale or
liquidation of any Temporary Cash Investment.

                  (f) In the event that any amount is received by the Collateral
Agent for the benefit of the relevant Class of Secured Parties or any agent or
nominee of the Collateral Agent in respect of any relevant Class of Collateral
or any Security Document of the relevant Class in any currency other than
Dollars, the Collateral Agent shall convert such amount into Dollars based upon
prevailing exchange rates in effect at the time, unless otherwise directed by a
Secured Party of the relevant Class with respect to its share thereof. Neither
the Collateral Agent nor any agent or nominee of the Collateral Agent shall be
liable for any such conversion of currencies.

         SECTION 5.02. APPLICATION OF PROCEEDS. (a) Subject to Sections 5.01(b),
5.04 and 5.05, all amounts deposited in the Class A Enforcement Account shall be
applied in the following order of priority:





                                       13
<PAGE>

                  FIRST, to the payment of the Collateral Agent's fees and all
         costs and expenses incurred by the Collateral Agent (in its capacity as
         such hereunder or any other Class A Security Document) in connection
         with any Class A Security Document or any of the Class A Obligations,
         including all court costs and the reasonable fees and expenses of its
         agents and legal counsel, including costs associated with the
         registration and perfection of the security interests in the Class A
         Collateral, the repayment of all advances made by the Collateral Agent
         under any Class A Security Document on behalf of any Grantor and any
         other costs and expenses incurred in connection with the exercise of
         any right or remedy hereunder or under any other Class A Security
         Document;

                  SECOND, to the Class A Secured Parties pro rata in accordance
         with the aggregate amounts of the Class A Obligations outstanding on
         the date of any such distribution (whether or not due and payable); and

                  THIRD, the balance, if any, to the Company or its successors
         and assigns, or such other Person or Persons as shall be entitled
         thereto, or as a court of competent jurisdiction may otherwise direct.

                  (b) Subject to Sections 5.01(b), 5.04 and 5.05, all amounts
deposited in the Class B Enforcement Account shall be applied in the following
order of priority:

                  FIRST, to the payment of the Collateral Agent's fees and all
         costs and expenses incurred by the Collateral Agent (in its capacity as
         such hereunder or any other Class B Security Document) in connection
         with any Class B Security Document or any of the Class B Obligations,
         including all court costs and the reasonable fees and expenses of its
         agents and legal counsel, including costs associated with the
         registration and perfection of the security interests in the Class B
         Collateral, the repayment of all advances made by the Collateral Agent
         under any Class B Security Document on behalf of any Grantor and any
         other costs and expenses incurred in connection with the exercise of
         any right or remedy hereunder or under any other Class B Security
         Document;

                  SECOND, to the Class B Secured Parties pro rata in accordance
         with the aggregate amounts of the Class B Obligations outstanding on
         the date of any such distribution (whether or not due and payable); and

                  THIRD, the balance, if any, to the Company or its successors
         and assigns, or such other Person or Persons as shall be entitled
         thereto, or as a court of competent jurisdiction may otherwise direct.

         SECTION 5.03. TIME OF PAYMENTS. The Collateral Agent shall, in its sole
discretion, determine the times at which amounts are to be distributed by it
pursuant to Section 5.02, subject to (i) any written instructions received by
the Collateral Agent pursuant to Section 4.02(d) designating the times at which
such amounts are to be distributed and (ii) the provisions of Section 5.04.

         SECTION 5.04. APPLICATION OF AMOUNTS NOT DISTRIBUTABLE. If any
Representative or Unrepresented Holder shall inform the Collateral Agent in
writing that no provision is made under the relevant Secured Instrument for the
application of amounts which are to be distributed by the Collateral Agent in
respect of Obligations under such Secured Instrument pursuant to Section 5.02
(whether by virtue of the applicable Obligations thereunder not being then due
and payable or otherwise) or for the holding of such amounts by or on behalf of



                                       14
<PAGE>

such parties pending application thereof, then the Collateral Agent shall pay
over such amounts to the Company or its successors and assigns or such other
Person it determines in its sole discretion as may be entitled thereto, or as a
court of competent jurisdiction may otherwise direct.

         SECTION 5.05. TREATMENT OF CONTINGENT OBLIGATIONS. Notwithstanding the
foregoing, distributions under clauses FIRST and SECOND of Section 5.02(a) or
5.02(b) shall be made disregarding any Contingent Obligations. If any Contingent
Obligations exist at any time that any amounts are to be distributed under
clause THIRD of Section 5.02(a) or 5.02(b), the Collateral Agent shall deposit
such amounts up to an amount equal to such Contingent Obligations in a
collateral account established and maintained at its office specified in Section
5.01(a) (designated the "CONTINGENT OBLIGATIONS ACCOUNT") for the benefit of the
Secured Parties of the relevant Class that have a claim with respect to such
Contingent Obligations. The Collateral Agent shall invest such amounts in
Temporary Cash Investments (at the direction of the Company and at the risk of
the Grantors) until the Representative of such Secured Parties or the applicable
Unrepresented Holder, as the case may be, shall notify the Collateral Agent that
any or all of the Contingent Obligations with respect to the Secured Parties
represented by such Representative or to such Unrepresented Holder, as the case
may be, have become fixed or liquidated (in which case such amounts up to the
amount in the Contingent Obligations Account shall be delivered to such
Representative or Unrepresented Holder, as the case may be, to be applied
pursuant to the applicable Secured Instrument) or that such Contingent
Obligations have expired or cease to exist (in which case an amount in the
Contingent Obligations Account in excess of the Contingent Obligations
outstanding at such time shall (a) if a Notice of Enforcement is in effect, be
applied in accordance with the provisions of Section 5.02 or (b) if a Notice of
Enforcement is not in effect, be released to the Grantor or Grantors entitled
thereto).

         SECTION 5.06. CALCULATIONS. In making the determinations and
allocations required by Section 5.02, the Collateral Agent may rely upon
certificates as provided in Section 3.02 as to the amounts payable with respect
to any of the Obligations. If any Secured Party receives any amount pursuant to
Section 5.02 in excess of the amount it was entitled to receive pursuant to
Section 5.02 as a result of a demonstrable error in the determination of the
amount of the Obligations, then such Secured Party (by becoming a Holder of
Obligations and accepting the benefits of this Agreement) agrees to pay such
excess to the Collateral Agent for application in accordance with Section 5.02
as soon as practicable after the existence of such error shall have been
determined. All distributions made by the Collateral Agent pursuant to Section
5.02 shall be (subject to the preceding sentence and to any decree of any court
of competent jurisdiction) final, and the Collateral Agent shall have no duty to
inquire as to the application by any Representative or Unrepresented Holder of
any amounts distributed to it.

                                   ARTICLE VI

                                   AGREEMENTS

         SECTION 6.01. DELIVERY OF AGREEMENTS. The Company shall deliver to the
Collateral Agent, promptly upon the execution thereof, true and complete copies
of (a) all amendments, supplements or other modifications to any Secured
Instrument and (b) each Additional Security Document.

         SECTION 6.02. INFORMATION. On a quarterly basis promptly following the
end of each fiscal quarter of the Company and from time to time while a Notice
of Enforcement is in Effect, upon the request of the Collateral Agent, the



                                       15
<PAGE>

Company shall promptly deliver to the Collateral Agent a list, setting forth as
of a specified date not more than 10 days prior to the date of delivery, of the
aggregate outstanding Principal Obligations and Secured Instrument Commitments
of the relevant Class and the name and address of each Secured Party (and the
name and address of such Secured Party's Representative, if any) and the
respective amounts of Principal Obligations and Secured Instrument Commitments
attributable to each. The Collateral Agent shall, at the written request of the
Company, provide such information as is in the Collateral Agent's possession to
enable the Company to prepare such a list. The Collateral Agent shall provide a
copy of the most recent list delivered to it under this Section to any Secured
Party of the relevant Class upon written request.

                                  ARTICLE VII

                              THE COLLATERAL AGENT

         SECTION 7.01. APPOINTMENT; RIGHTS AND DUTIES. (a) Each Class A Secured
Party hereby irrevocably appoints the Collateral Agent as its agent and
authorizes the Collateral Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Collateral Agent by the terms of
the Security Documents, together with such actions and powers as are reasonably
incidental thereto. Each Class B Secured Party hereby irrevocably appoints the
Collateral Agent as its agent and authorizes the Collateral Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Collateral Agent by the terms of the Class B Security Documents, together with
such actions and powers as are reasonably incidental thereto.

                  (b) Any Person serving as Collateral Agent hereunder shall
have the same rights and powers in its capacity as a Secured Party as any other
Secured Party and may exercise the same as though it were not the Collateral
Agent, and such Person and its Affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Company or any other
Grantor or Affiliate thereof as if it were not the Collateral Agent hereunder.

                  (c) The Collateral Agent shall not have any duties or
obligations except those expressly set forth in the Security Documents of the
applicable Class. Without limiting the generality of the foregoing, (i) the
Collateral Agent shall not be subject to any fiduciary or other implied duties,
regardless of whether a Notice of Enforcement is in effect, (ii) the Collateral
Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated by the Security Documents of the applicable Class that the
Collateral Agent is required to exercise in writing as provided in Section
4.02(b), and (iii) except as expressly set forth in the Security Documents of
the applicable Class, the Collateral Agent shall not have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to
the Company or any other Grantor that is communicated to or obtained by the
Person serving as the Collateral Agent or any of its Affiliates in any capacity.
The Collateral Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Secured Parties (or the requisite
portion thereof as required by any applicable provision of this Agreement) or in
the absence of their own gross negligence or wilful misconduct. The Collateral
Agent shall be deemed not to have knowledge of any event that could result in



                                       16
<PAGE>

delivery of a Notice of Enforcement unless and until a Notice of Enforcement is
received by the Collateral Agent, and the Collateral Agent shall not be
responsible for or have any duty to ascertain or inquire into (A) any statement,
warranty or representation made in or in connection with any Security Document
or Secured Instrument, (B) the contents of any certificate, report or other
document delivered thereunder or in connection therewith, (C) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Security Document or Secured Instrument, (D) the validity,
enforceability, effectiveness or genuineness of any Security Document or Secured
Instrument or any other agreement, instrument or document or (E) the
satisfaction of any condition set forth in any Security Document or Secured
Instrument, other than to confirm receipt of items expressly required to be
delivered to the Collateral Agent.

                  (d) The Collateral Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Except
to the extent the provisions hereof provide for writings, the Collateral Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person and shall not incur any liability for
relying thereon. The Collateral Agent may consult with legal counsel (who may be
counsel for the Company or any other Grantor), independent accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of any such counsel, accountants or experts.

                  (e) The Collateral Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Collateral Agent; PROVIDED that, after the Effective Date and
so long as no Notice of Enforcement received by it is in effect, the Collateral
Agent shall provide to the Company notice of appointment of any sub-agent. The
Collateral Agent and any such sub-agent may perform any and all their duties and
exercise their rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs of this Section 7.01 shall
apply to any such sub-agent and to the Related Parties of the Collateral Agent
and any such sub-agent and shall apply to their respective activities in
connection with the activities of the Collateral Agent and any such sub-agent.

                  (f) Subject to the appointment and acceptance of a successor
Collateral Agent as provided in this paragraph, (i) the Collateral Agent may
resign at any time by notifying the Company and each Secured Party of each Class
and (ii) the Collateral Agent may be removed by the Act of the Required Class A
Amendment Parties (or, at any time when a Notice of Enforcement is in effect,
the Required Class A Enforcement Parties). Upon any such resignation or removal,
the Required Class A Amendment Parties (or, at any time when a Notice of
Enforcement is in effect, the Required Class A Enforcement Parties), shall have
the right to appoint a successor. If no successor shall have (i) been so
appointed by the Required Class A Amendment Parties (or, at any time when a
Notice of Enforcement is in effect, the Required Class A Enforcement Parties)
and (ii) accepted such appointment within 30 days after the retiring Collateral
Agent gives notice of its resignation or after such removal (as applicable),
then the retiring or removed Collateral Agent may, on behalf of the Secured
Parties, appoint a successor Collateral Agent which shall be a bank with an
office in New York, New York (or the applicable local jurisdiction, in the case
of a sub-agent) or an Affiliate of any such bank that has an office in New York,
New York. Upon the acceptance by a successor of its appointment as Collateral
Agent hereunder, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Collateral
Agent, and the retiring or removed Collateral Agent shall be discharged from its



                                       17
<PAGE>

duties and obligations hereunder. The retiring or removed Collateral Agent shall
provide to its successor the original or true and accurate copies of all of its
books and records relating to this Agreement and the transactions contemplated
hereby. The fees payable by the Company to a successor Collateral Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the
Company and such successor. After the Collateral Agent's resignation or removal
hereunder, the provisions of this Article, including Section 7.02 hereof, shall
continue in effect for the benefit of such retiring or removed Collateral Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while it was acting as Collateral
Agent.

                  (g) Each Secured Party acknowledges that it has, independently
and without reliance upon the Collateral Agent or any other Secured Party and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to purchase the Securities or extend credit to
the Grantors, as applicable, pursuant to the applicable Secured Instrument and
to enter into this Agreement. Each Secured Party also acknowledges that it will,
independently and without reliance upon the Collateral Agent or any other
Secured Party and based on such documents and information as it shall from time
to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Security Document or
related agreement or any document furnished hereunder or thereunder.

         SECTION 7.02. EXPENSES; INDEMNITY; DAMAGE WAIVER. (a) The Company
agrees to pay (i) all reasonable out-of-pocket expenses incurred by the
Collateral Agent, including the reasonable fees, charges and disbursements of
counsel for the Collateral Agent, in connection with the preparation, execution,
delivery and administration of the Security Documents, the Intercreditor
Agreement or any amendments, modifications or waivers thereof (whether or not
the amendments, modifications, waivers or transactions contemplated hereby are
consummated) and (ii) all reasonable out-of-pocket expenses incurred by the
Collateral Agent, including the reasonable fees, charges and disbursements of
any counsel for the Collateral Agent, in connection with the enforcement or
protection of their rights in connection with the Security Documents and the
Intercreditor Agreement, including their rights under this Section.

                  (b) The Company agrees to indemnify the Collateral Agent and
each of its Related Parties (each such Person being called an "INDEMNITEE")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Security Document or Secured Instrument, the
Intercreditor Agreement or any other agreement or instrument contemplated
hereby, or the performance by the parties to the Security Documents or Secured
Instruments or the Intercreditor Agreement of their respective obligations
thereunder or the consummation of any transactions contemplated hereby, (ii) any
extension of credit under any Secured Instrument or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Mortgaged Property or any other property at any time
owned or operated by the Company or any other Grantor or at which any Collateral
is located or any Environmental Liability related in any way to the Company or
any other Grantor or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; PROVIDED that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses have resulted from the gross negligence or wilful misconduct of
such Indemnitee or any of its Related Parties. In any event, neither the
Collateral Agent nor any other Indemnitee shall be required to take any action
under or in relation to this Agreement, any Security Document or Secured



                                       18
<PAGE>

Instrument, the Intercreditor Agreement or any other agreement or instrument
contemplated hereby unless it shall first be indemnified to its satisfaction by
(A) the Company or (B) the Secured Parties of the relevant Class against any and
all liability and expense that the Collateral Agent may incur by reason of
taking any such action.

                  (c) To the extent permitted by applicable law, the Company
shall not assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement, any other Security Document, the Intercreditor
Agreement or any agreement or instrument contemplated hereby.

                  (d) All amounts due under this Section shall be payable on
demand.

                  (e) The Collateral Agent shall have no obligation whatsoever
to any Secured Party or other Person to assure that the Collateral exists or is
owned by the Grantors or is cared for, protected or insured, or that the Liens
and security interests granted to the Collateral Agent on behalf of the Secured
Parties under the Security Documents, have been properly created, perfected,
protected or enforced, as the case may be, or are entitled to any particular
priority, except that the Collateral Agent shall exercise reasonable care in the
custody of Collateral held by it in accordance with the terms of this Agreement
or any other Security Document.

                  (f) Each Secured Party hereby approves the Security Documents
of the applicable Class and the Intercreditor Agreement, and hereby authorizes
the Collateral Agent on its behalf to accept from the Company and the other
Grantors and execute and deliver (in its capacity as Collateral Agent) such
Security Documents and the Intercreditor Agreement, with such changes, additions
or deletions as the Collateral Agent, in its reasonable discretion, may approve
as reasonably necessary or appropriate, such approval to be conclusively
evidenced by the Collateral Agent's acceptance or execution thereof. Each
Secured Party also authorizes the Collateral Agent to accept or execute and
deliver each other Security Document of the applicable Class to which it is a
party and such additional documents (including financing statements, opinions,
certificates and other documents in form and substance satisfactory to the
Collateral Agent, in its reasonable discretion) in connection with the issuance
of the Securities or any subsequent closing for the pledge of any other
Collateral as the Collateral Agent, in its reasonable discretion, may approve
pursuant to the direction of the Secured Parties of the relevant Class, as
applicable, such approval to be conclusively evidenced by the Collateral Agent's
acceptance or execution thereof.

                                  ARTICLE VIII

                             AMENDMENTS AND WAIVERS

         SECTION 8.01. AMENDMENTS AND WAIVERS. (a) This Agreement, the other
Security Documents and the Intercreditor Agreement may be amended, modified,
supplemented, waived or released with respect to one Class of Secured Parties
without the approval of the other Class of Secured Parties. Any amendment,
modification, supplement, waiver or release with respect to one Class of Secured
Parties shall not be construed to affect the rights or obligations of the other
Class of Secured Parties.

                  (b) Neither this Agreement, any other Security Document nor
the Intercreditor Agreement, nor any provision hereof or thereof, may be waived,
amended or modified, except (i) in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by the Company and the Required



                                       19
<PAGE>

Amendment Parties of the relevant Class and (ii) in the case of any other
Security Document or the Intercreditor Agreement, pursuant to an agreement or
agreements in writing entered into by the Collateral Agent and each of the
applicable Grantors or other Persons that are parties thereto with the consent
of the Required Amendment Parties of the relevant Class (except as provided in
Section 9.01 of the Indenture, as in effect on the date hereof); PROVIDED that:

                  (A) no such agreement shall adversely affect any rights,
         immunities or rights to indemnification of the Collateral Agent (in its
         capacity as such) hereunder, under any other Security Document or under
         the Intercreditor Agreement, or expand its duties hereunder, under any
         Security Document or under the Intercreditor Agreement, without the
         prior written consent of the Collateral Agent;

                  (B) no such agreement shall, without the prior written consent
         of each Secured Party of the applicable Class, (A) modify Section 5.02
         or any other provision of this Agreement or any other Security Document
         of the applicable Class that is intended to provide for the equal and
         ratable security of the Obligations of such Class or (B) change the
         definitions of "Required Amendment Parties", "Required Class A
         Amendment Parties", "Required Class B Amendment Parties", or Sections
         4.02, 4.03 or 8.01 or any other provision of any Security Document of
         the relevant Class (unless otherwise expressly contemplated by such
         Security Document), or the Intercreditor Agreement, specifying the
         identity, number or percentage of Secured Parties required to waive,
         amend or modify any rights thereunder or make any determination, grant
         any consent or give any instructions thereunder, or any definition used
         in any such Section or provision (to the extent affecting such Section
         or provision); and

                  (C) no such agreement shall, without the prior written consent
         of the Secured Parties of the applicable Class having outstanding
         Principal Obligations and Secured Instrument Commitments of such Class
         representing more than 66?% of the sum of the total outstanding
         Principal Obligations and Secured Instrument Commitments of such Class
         at such time, release any part of the Collateral of such Class from the
         Liens of the Security Documents of such Class (except as expressly
         contemplated by the Security Documents of such Class, the Intercreditor
         Agreement or this Agreement).

                                   ARTICLE IX

                              BENEFIT OF AGREEMENT

                  This Agreement is being executed and delivered by the Persons
whose names appear on the signature pages below and by such other Persons as
become parties hereto by the execution and delivery of a Permitted Additional
Obligations Designation pursuant to Section 2.01, but shall benefit, in addition
to such Persons, each other Secured Party represented by a Representative that
is or becomes a party hereto. Notwithstanding the foregoing, it is expressly
understood that the entitlement of each such other Secured Party to the benefits
of this Agreement and of the Security Documents is subject to the terms and
conditions of this Agreement and is expressly conditioned on the observance by
such Secured Party of such terms and conditions. Without limiting the foregoing,
the Collateral Agent may (but shall not be required to), as a condition to
making any distribution hereunder to which any such Secured Party would be
entitled, require that such Secured Party execute and deliver to the Collateral



                                       20
<PAGE>

Agent an acknowledgment of and consent to all the provisions of this Agreement
(specifically including the provisions of Section 5.07); PROVIDED that the
failure to request or obtain any such acknowledgment or consent shall not affect
any of the obligations of such Secured Party hereunder.

                                   ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

                  (a) if to the Company, to it at Jacuzzi Brands, Inc., 777 S.
         Flager Drive, Suite 1108, West Palm Beach, Florida 33401, Attention:
         Chief Financial Officer, Telecopy No. (561) 514-3846, with a copy to
         Davis Polk & Wardell, 450 Lexington Avenue, New York, New York 10017,
         Attention: Richard D. Truesdell, Jr., Esq., Telecopy No. (212)
         450-3674;

                  (b) if to the Collateral Agent, to it at Wilmington Trust
         Company, Rodney Square North, 1100 North Market Street, Wilmington,
         Delaware 19890, Attention: Corporate Capital Markets; Telecopy No.
         (302) 636-4145; and

                  (c) if to any Secured Party or Representative, to it at the
         address and facsimile number set forth in the applicable Secured
         Instrument.

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

         SECTION 10.02. WAIVERS. No failure or delay by the Collateral Agent in
exercising any right or power hereunder or under any other Security Documents
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the Collateral Agent and the other Secured
Parties under the other Security Documents and Secured Instruments are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement, any other Security
Document or any Secured Instrument or consent to any departure by any Grantor
therefrom shall in any event be effective unless the same shall be permitted by
Article VIII, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.

         SECTION 10.03. COUNTERPARTS. This Agreement may be executed in two or
more counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract, and shall become effective as provided in
Section 10.04. Delivery of an executed signature page to this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement.



                                       21
<PAGE>

         SECTION 10.04. BINDING EFFECT. This Agreement shall become effective as
to the Company when a counterpart hereof executed on behalf of the Company shall
have been delivered to the Collateral Agent and a counterpart hereof shall have
been executed on behalf of the Collateral Agent, and thereafter shall be binding
upon the Company and the Collateral Agent acting on behalf of the relevant Class
of Secured Parties and their respective successors and assigns, and shall inure
to the benefit of the Company, the Collateral Agent, the other Secured Parties
and their respective successors and assigns, except that the Company shall not
have the right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement, the other Security Documents and the
Secured Instruments.

         SECTION 10.05. SEVERABILITY. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

         SECTION 10.06. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         SECTION 10.07. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each of
the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America sitting in New York County, New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, the other Security Documents or
the Secured Instruments, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such
Federal court. To the extent permitted by law, each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Collateral Agent, acting on behalf of the relevant Class of Secured Parties,
or any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement, the Security Documents of the applicable Class or
the other Secured Instruments of the applicable Class against any Grantor or its
properties in the courts of any jurisdiction.

                  (b) Each of the parties hereto hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement, the
other Security Documents or the Secured Instruments in any court referred to in
the first sentence of paragraph (a) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.




                                       22
<PAGE>

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 10.01. Nothing
in this Agreement or any other Security Document will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.

         SECTION 10.08. WAIVERS. (a) WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER SECURITY DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  (b) WAIVER OF RIGHT TO CONTEST RECEIVERSHIP. EACH GRANTOR
HEREBY IRREVOCABLY CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE
CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF A NOTICE OF
ENFORCEMENT IS IN EFFECT. EACH GRANTOR GRANTS SUCH WAIVER AND CONSENT KNOWINGLY
AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGES THAT
THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS
CONSIDERED ESSENTIAL BY THE SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT
OF THEIR RIGHTS AND REMEDIES HEREUNDER, ANY OF THE OTHER SECURITY DOCUMENTS OR
ANY SECURED INSTRUMENT, AND THE AVAILABILITY OF SUCH APPOINTMENT AS A REMEDY
UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE SECURED
PARTIES TO PURCHASE THE SECURITIES AND MAKE EXTENSIONS OF CREDIT, AS APPLICABLE,
UNDER THE SECURED INSTRUMENTS, AND AGREES TO ENTER INTO ANY AND ALL STIPULATIONS
IN ANY LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE
FOREGOING AND TO COOPERATE FULLY WITH THE COLLATERAL AGENT IN CONNECTION WITH
THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION
OF THE COLLATERAL.

         SECTION 10.09. HEADINGS. Article and Section headings used herein are
for the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or be taken into consideration in interpreting, this
Agreement.

         SECTION 10.10. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party (including, in the case of any Secured
Party, each transferee or assignee of Obligations held by it); and all
covenants, promises and agreements by or on behalf of the Company, the other
Grantors and the Collateral Agent that are contained in this Agreement shall
bind and inure to the benefit of their respective successors and assigns.




                                       23
<PAGE>

         SECTION 10.11. TERMINATION. This Agreement shall automatically
terminate (PROVIDED that the provisions of Section 7.02 shall not be affected by
any such termination) when (a) the Liens and security interests granted under
the Security Documents have terminated and (b) all the Obligations have been
indefeasibly paid in full in cash and no Secured Party has any further
commitment to extend credit under any Secured Instrument; PROVIDED, HOWEVER,
that this Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Collateral Agent, any Secured
Party, the Company or any other Grantor upon the bankruptcy or reorganization of
the Company, any other Grantor or otherwise.

         SECTION 10.12. COMPLETE AGREEMENT. This Agreement and the other
Security Documents and Secured Instruments constitute the entire agreement
between the parties hereto with respect to the subject matter hereof and
supersede all prior representations, negotiations, writings, memoranda and
agreements.

         SECTION 10.13. AGREEMENT TO BE BOUND. Pursuant to the other applicable
Security Documents, each Subsidiary party thereto has agreed to be bound by the
terms of this Agreement and, without limiting the generality of the foregoing,
has expressly agreed that all obligations and liabilities of a Grantor hereunder
apply to such party with the same force and effect as if such party were a
signatory hereto.

         SECTION 10.14. SEVERAL AGREEMENT. This Agreement shall be construed as
a separate agreement with respect to each Class of Secured Parties and may be
amended, modified, supplemented, waived or released pursuant to Section 8.01
with respect to one Class of Secured Parties without the approval of the other
Class of Secured Parties. Any amendment, modification, supplement, waiver or
release pursuant to Section 8.01 with respect to one Class of Secured Parties
shall not be construed to affect the rights or obligations of the other Class of
Secured Parties.




                                       24
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.



                              JACUZZI BRANDS, INC.,

                                   by /s/ Alan Schutzman
                                     ------------------------------------------
                                     Name: Alan Schutzman
                                     Title: Vice President


                              Each Subsidiary listed on Schedule I hereto,

                                   by /s/ Alan Schutzman
                                     ------------------------------------------
                                     Name: Alan Schutzman
                                     Title: Assistant Secretary





                                       25
<PAGE>




                                   WILMINGTON TRUST COMPANY, not in its
                                   individual capacity but solely as Trustee and
                                   as Collateral Agent,

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



                                       26
<PAGE>




                                   Schedule I

                               Subsidiary Parties

Asteria Company (f/k/a Elite Bath Company)
Bathcraft, Inc.
Baylis Brothers Inc.
Bruckner Manufacturing Corp. (f/k/a Farberware Inc.)
Carlsbad Corp. (f/k/a Odyssey Sports, Inc.)
Compax Corp.
Eljer Industries, Inc.
Eljer Plumbingware, Inc.
Environmental Energy Company
Gary Concrete Products, Inc.
Gatsby Spas, Inc.
HL Capital Corp.
Jacuzzi Inc.
Jacuzzi Whirlpool Bath, Inc.
Jusi Holdings, 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.)
Redmont, Inc.
Rexair, 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.)
Sundance Spas, 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 American Holdings, Inc.
USI Atlantic Corp.
USI Capital, Inc.
USI Funding, Inc.
USI Global Corp.
USI Properties, Inc.
USI Realty Corp.
Zurn (Cayman Islands), Inc.
Zurn Constructors, Inc. (f/k/a Advanco Constructors, Inc.)
Zurn EPC Services, Inc. (f/k/a National Energy Production Corporation)



                                       27
<PAGE>

Zurn Industries, Inc.,
Zurn Pex, Inc.
Zurnacq of California, Inc.
Zurco, Inc.




                                       28
<PAGE>


                                  Schedule IIA

                       Initial Class A Security Documents

Class A Collateral Agreement, dated as of July 15, 2003, among the Company, each
Subsidiary of the Company listed on Schedule I thereto and the Collateral Agent.






                                       29
<PAGE>


                                  Schedule IIB

                       Initial Class B Security Documents

Class B Collateral Agreement, dated as of July 15, 2003, among the Company, each
Subsidiary of the Company listed on Schedule I thereto and the Collateral Agent.

Class B Pledge Agreement, dated as of July 15, 2003, among the Company, each
Subsidiary of the Company listed on Schedule I thereto and the Collateral Agent.

Confirmatory Copyright Security Agreement, dated as of July 15, 2003, among the
Company, each Subsidiary of the Company listed on Schedule I thereto and the
Collateral Agent.

Confirmatory Patent Security Agreement, dated as of July 15, 2003, among the
Company, each Subsidiary of the Company listed on Schedule I thereto and the
Collateral Agent.

Confirmatory Trademark Security Agreement, dated as of July 15, 2003, among the
Company, each Subsidiary of the Company listed on Schedule I thereto and the
Collateral Agent.





                                       30
<PAGE>


                                                                       EXHIBIT A

                                     FORM OF
                  PERMITTED ADDITIONAL OBLIGATIONS DESIGNATION


                                                                          [Date]
To:      [The Collateral Agent]

Re:      Collateral Agency Agreement dated as of July 15, 2003 (as amended and
         in effect, the "COLLATERAL AGENCY AGREEMENT"), among JACUZZI BRANDS,
         INC., the Representatives and the Unrepresented Holders referred to
         therein and WILMINGTON TRUST COMPANY, not in its individual capacity
         but solely as Trustee and as Collateral Agent.

                  Capitalized terms which are defined in the Collateral Agency
Agreement are used herein as therein defined.

                  In accordance with Section 2.01 of the Collateral Agency
Agreement, the following Indebtedness of the Company is hereby added as [Class
A] [Class B] Permitted Additional Obligations thereunder:

                  [DESCRIBE INDEBTEDNESS]

Attached hereto is a true and complete copy of each agreement (together with all
schedules, exhibits, annexes, appendices and other attachments thereto),
constituting the applicable Secured Instruments relating to such [Class A]
[Class B] Permitted Additional Obligations.

                  The undersigned is [the Secured Party] [the Representative of
the Secured Parties] in respect of such [Class A] [Class B] Permitted Additional
Obligations and hereby acknowledges receipt of a copy of the Collateral Agency
Agreement. [The undersigned agrees that, upon execution and delivery hereof, it
shall be a party to the Collateral Agency Agreement and shall have all the
rights and obligations of a Secured Party under the Collateral Agency Agreement
in accordance with the terms thereof.] [The undersigned represents that it has
been appointed as the Representative under the Secured Instruments referred to
above on behalf of the Holders thereunder, with the power to become a party to
the Collateral Agency Agreement on behalf of such Holders, and by the
undersigned's execution and delivery hereof, each such Holder shall become a
party to the Collateral Agency Agreement and shall have all the rights and
obligations of a Secured Party under the Collateral Agency Agreement in
accordance with the terms thereof.




<PAGE>


                  All communications and notices under the Collateral Agency
Agreement to the [Secured Party] [Representative and the [Holders] under the
Secured Instruments referred to above] shall be given to such Person at the
address set forth on Schedule 1 hereto.



                                            [Secured Party] [Representative],

                                                 by
                                                     --------------------------
                                                     Name:
                                                     Title:


                                            JACUZZI BRANDS, INC.,

                                                 by
                                                     --------------------------
                                                     Name:
                                                     Title:

                                       2
<PAGE>


                                                                      SCHEDULE 1

                                 ADDRESS[ES] OF
                         [SECURED PARTY] [REPRESENTATIVE
                              AND SECURED PARTIES]