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                                                                   EXHIBIT 10.10

April 21, 2003

Mr. Donald C. Devine
9 Leeds Road
Moorestown, New Jersey 08507

Dear Don:

As we have discussed, the needs at USI's corporate level have changed. You
should know that your strengths and leadership abilities have been highly
regarded by both our Board of Directors and me personally. I am very pleased to
offer you and that you have accepted the position of President & Chief Operating
Officer of USI. The Board of Directors congratulates you on this appointment.
This appointment will be effective April 21, 2003 (your "Starting Date").

I have outlined below your authority, compensation, perquisites and other
matters, including how your employment at Jacuzzi will be treated following your
transfer to employment with USI.

It is anticipated that, within ninety days of your appointment, you will execute
an employment agreement between you and USI substantially in the form of
agreement as for other senior executives now reporting to me, and subject to the
terms of this letter.

Authority

On the Starting Date, you will have the responsibilities commensurate with the
position of the chief operating officer of a public company, including but not
limited to the management and oversight of all USI operations.

In your capacity as President & Chief Operating Officer, you will devote your
full time, efforts and skill to the diligent performance of your duties and will
at all times use your best efforts to serve and advance the business of USI and
not engage in any activities which would conflict with your duties.

You will report directly to me. As Chief Operating Officer, you may also have
certain fiduciary duties and obligations reporting directly to our Board of
Directors.

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Base Salary

Your annualized base salary rate will increase to $450,000 effective on the
Starting Date. Your base salary will be reviewed annually in December with any
change implemented the following January 1.

Annual Performance Incentive Plan

The annual incentive for which you are eligible will be targeted at 90% percent
of Base Salary (your "Target Bonus") and will be based on achievement of certain
goals and financial targets established for the senior executives of USI,
pursuant to its Annual Performance Incentive Program (the "PIP"). The PIP
provides for a range from zero to 150% of your Target Bonus (in your case, your
potential annualized bonus will range from zero to 135% of Base Salary). PIP
bonus payments are paid following USI's year-end, subject to completion of
audited financials for the year; typically, any bonuses are paid on the December
15th following the close of the fiscal year.

For USI's Fiscal Year 2003 (ending September 27, 2003) you will be paid a bonus
based 50% on the your target bonus and base salary at Jacuzzi, in accordance
with the Jacuzzi Performance Incentive Plan, and 50% based on your new target
bonus and base salary with USI in accordance with the USI Annual Performance
Incentive Plan.

Long Term Incentive Plan

The Long Term Incentive Plan (the "LTIP") is linked to the PIP, and is a
continuation of the LTIP you commenced participation for fiscal year 2002 at
Jacuzzi. The LTIP provides that an additional 30% of any bonus earned under
USI's PIP is credited into a deferred account which is credited annually with
interest at the 30-year Treasury bond rate (or facsimile bond). After three
years of participation in the LTIP, the cumulative balance is paid out at the
rate of 15% per year annually thereafter.

Equity Compensation

A grant of 100,000 stock options has been approved by USI's Compensation
Committee to be awarded to you upon your appointment.

Additionally, the Compensation Committee has determined to award you 50,000
shares of Restricted Stock on your appointment as President and Chief Operating
Officer.

Other Perquisites

You will continue to be provided with the use of a Company-leased car (for
business and personal use, subject to IRS rules), or a car allowance, in
accordance with USI's car policy.

USI also provides reimbursement for one annual airline club membership for your
use.

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You will be provided with the use of a Company-paid cell phone for business use.
Reasonable personal use is also permitted.

Vacation and Holidays

You will be entitled to four weeks' vacation per calendar year, including your
Jacuzzi employment and vacation use. This is in addition to paid holidays, in
accordance with USI's holiday policy.

Business Expenses

All business expenses will be reimbursed by USI in accordance with its policy.

Relocation of Your Principal Residence

As we discussed, you will now relocate to USI's corporate headquarters. USI will
reimburse you for the cost of relocating your family and principal residence in
accordance with the attached relocation program. The relocation must be
completed prior to the first anniversary of your Starting Date. Upon the closing
of the purchase of your new residence, USI will make a relocation payment to you
of $225,000. This payment will not be subject to the Tax Issues section (i.e.,
gross-up provision) of the program.

For the period beginning on the Starting Date and ending on the earlier of the
four-month anniversary of the Starting Date or the actual date on which you
close on your new principal residence in South Florida, USI will reimburse you
for temporary living expenses in an amount to be mutually agreed.

In the event you voluntarily terminate your employment with USI prior to the
third anniversary of your Starting Date, you will be required to repay all
expenses incurred by USI relating to your relocation immediately upon
termination, other than the temporary living expenses.

Welfare Programs (life/medical/disability/etc.)

You will be provided with all welfare benefits USI currently provides to its
employees and executives, including life, health, medical, vision and disability
coverages for yourself, and, with respect to medical coverage, for your eligible
dependents. Included in our medical program is a flexible spending account as
well as a dependent care account.

You will also be provided with life insurance equal to three times your Base
Salary, with an equal amount for accidental death and dismemberment coverage.
Long Term disability coverage is equal to $120,000 annually. USI's medical,
dental and vision programs provide for in-and-out of network coverages, with low
deductibles, or no deductibles, depending on your choice of program (this is the
same program offered at Jacuzzi).

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Pension Program

You will be covered by USI's defined benefit pension program, comprised of the
qualified pension plan and a supplemental plan for USI's executive officers. The
supplemental plan (the "SRP") provides for approximately 65% of your highest
five years of Base Salary, after 25 years of employment with USI, offset by the
benefits accrued under any qualified plan, including Jacuzzi's. Your employment
at Jacuzzi will count towards your SRP benefits.

Retirement Savings & Investment Plan

USI sponsors the USI Retirement Savings & Investment Plan (the 401(k) plan),
which covers eligible employees of USI and its domestic subsidiaries. This is
the same plan as at Jacuzzi; you will still become eligible effective on the
first of the month following the first anniversary of your employment with
Jacuzzi.

The Board, the other corporate executives and I congratulate you on your
appointment. We are looking forward to working with you in the continuation of
the transformation and progress of our company.

Regards,

David H. Clarke
Chairman & Chief Executive Officer

/s/ Donald C. Devine
----------------------------------                        Date: May 30, 2003
Agreed and accepted:
Donald C. Devine