**EXHIBIT 4.11**

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of November 6, 2009 (this“***Instrument***”), by and among Jarden Corporation, a Delaware corporation, having its principal office at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580 (the “***Issuer***”), The Bank of New YorkMellon, having its corporate trust office at 101 Barclay Street – 8W, New York, NY 10286, as resigning Trustee (the “***Resigning Trustee***”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association dulyorganized and existing under the laws of the United States of America, having its corporate trust office at 45 Broadway, 14th floor, New York, NY 10006, as successor Trustee (the “***Successor Trustee***”). 

RECITALS 

WHEREAS, there are presently outstanding: 

(i) $650,000,000 in aggregate principal amount of theIssuer’s 7 1/2% Senior Subordinated Notes due2017 (the “***Senior Subordinated Notes***”) issued under a Base Indenture, dated as of February 13, 2007, between the Issuer and the Resigning Trustee, as supplemented by the First Supplemental Indenture, dated as ofFebruary 13, 2007, as further supplemented by the Second Supplemental Indenture, dated as of February 14, 2007, as further supplemented by the Third Supplemental Indenture, dated as of May 11, 2007, as further supplemented by theFourth Supplemental Indenture, dated as of July 6, 2007, and as further supplemented by the Fifth Supplemental Indenture dated as of December 7, 2007 (collectively, the “***Senior Subordinated Indenture***”); and 

(ii) $300,000,000 in aggregate principal amount of the Issuer’s 8% Senior Notes due 2016 (the “***SeniorNotes****”*) issued under a Base Indenture, dated as of April 30, 2009, between the Issuer and the Resigning Trustee, as supplemented by the First Supplemental Indenture, dated as of April 30, 2009, by and among the Issuer,the Resigning Trustee and the guarantors named therein (collectively, the “***Senior Indenture***”). 

The“***Senior Subordinated Indenture***” and the *“****Senior Indenture****”* hereafter referred together as the *“****Indentures”***. 

The “***Senior Subordinated Notes***” and the *“****Senior Notes****”* hereafter referredtogether as the *“****Notes”***. 

WHEREAS, the Resigning Trustee wishes to resign as Trustee, theoffice or agency where the Notes may be presented for registration of transfer or exchange (the “***Registrar***”), the office or agency where notices and demands to or upon the Issuer in respect of the Notes or the Indentures maybe served (the “***Agent***”) and the office or agency where the Notes may be presented for payment (the “***Paying Agent***”) under the Indentures; the Issuer wishes to appoint the Successor Trustee to succeedthe Resigning Trustee as Trustee, Registrar, Agent and Paying Agent under the Indentures; and the Successor Trustee wishes to accept appointment as Trustee, Registrar, Agent and Paying Agent under the Indentures. 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the receiptand sufficiency of which are hereby acknowledged, the Issuer, the Resigning Trustee and the Successor Trustee agree as follows: 

ARTICLE ONE 

THE RESIGNING TRUSTEE 

Section 101. Pursuant to Section 7.08 of each of the Indentures, the Resigning Trustee hereby notifies the Issuer that the Resigning Trustee is hereby resigning as Trustee under each ofthe Indentures. 

Section 102. The Resigning Trustee hereby represents and warrants to the Successor Trustee andthe Issuer that: 

(a) No covenant or condition contained in any of the Indentures has been waived by theResigning Trustee. 

(b) There is no action, suit or proceeding pending or, to the best of the knowledge of theResponsible Officers of the Resigning Trustee assigned to its corporate trust department, threatened against the Resigning Trustee before any court or governmental authority arising out of any action or omission by the Resigning Trustee as Trusteeunder each of the Indentures. 

(c) This Instrument has been duly authorized, executed and delivered on behalfof the Resigning Trustee. 

(d) (i) $650,000,000 in aggregate principal amount of the Senior SubordinatedNotes, and (ii) $300,000,000 in aggregate principal amount of the Senior Notes are outstanding. 

(e)(i) Interest on the Senior Subordinated Notes has been paid through November 2, 2009, and (ii) interest on the Senior Notes has been paid through November 2, 2009. 

(f) The Resigning Trustee has made, or promptly will make, available to the Successor Trustee originals, if available, orcopies in its possession, of all documents relating to the trust created by the Indentures (the “***Trust***”) and all information in the possession of its corporate trust department relating to the administration and status of theTrust. 

Section 103. The Resigning Trustee hereby assigns, transfers, delivers and confirms to the SuccessorTrustee all right, title and interest of the Resigning Trustee in and to the Trust, all the rights, powers, duties and obligations of the Resigning Trustee under each of the Indentures and all property and money held by such Resigning Trustee undereach of the Indentures, with like effect as if the Successor Trustee was originally named as Trustee under each of the Indentures. The Resigning Trustee shall execute and deliver such further instruments and shall do such other things as theSuccessor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. As ofor promptly after the effective date hereof, the Resigning Trustee, shall deliver to the Successor Trustee the items listed on Exhibit B annexed hereto, to the extent these items are in the possession, custody or control of the ResigningTrustee. 

Section 104. The Resigning Trustee hereby resigns as Registrar, Agent and Paying Agent under theIndentures. 

ARTICLE TWO 

THE ISSUER 

Section 201. The Issuer hereby certifies that the Issueris, and the officer of the Issuer who has executed this Instrument is, duly authorized to: (a) accept the Resigning Trustee’s resignation as Trustee, Registrar, Agent and Paying Agent under each of the Indentures; (b) appoint theSuccessor Trustee as Trustee, Registrar, Agent and Paying Agent under each of the Indentures; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of the SuccessorTrustee as Trustee, Registrar, Agent and Paying Agent under the Indentures. 

 

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Section 202. The Issuer hereby accepts the resignation of the Resigning Trusteeas Trustee, Registrar, Agent and Paying Agent under each of the Indentures. Pursuant to Section 7.08 of each of the Indentures, the Issuer hereby appoints the Successor Trustee as Trustee under each of the Indentures and confirms to theSuccessor Trustee all the rights, powers, duties and obligations of the Trustee under each of the Indentures and with respect to all property and money held or to be held under each of the Indentures, with like effect as if the Successor Trustee wasoriginally named as Trustee under each of the Indentures. The Issuer shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirmin the Successor Trustee all the rights, powers, duties and obligations hereby assigned, transferred, delivered and confirmed to the Successor Trustee. 

Section 203. The Issuer hereby represents and warrants to the Successor Trustee and the Resigning Trustee that: 

(a) It is a corporation duly and validly organized and existing pursuant to the laws of the State of Delaware. 

(b) The Indentures was validly and lawfully executed and delivered by the Issuer, has not been amended or modified except asset forth herein, and is in full force and effect. 

(c) The Notes are validly issued securities of the Issuer.

(d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Eventof Default under the Indentures. 

(e) No covenant or condition contained in the Indentures has been waived bythe Issuer or by the Holders of the percentage in aggregate principal amount of the Notes required to effect any such waiver. 

(f) There is no action, suit or proceeding pending or, to the best of the Issuer’s knowledge, threatened against the Issuer before any court or any governmental authority arising out of any action oromission by the Issuer under the Indentures. 

(g) This Instrument has been duly authorized, executed anddelivered on behalf of the Issuer and constitutes its legal, valid and binding obligation, subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or and similar laws affecting creditors’ rights generallyand to general principles of equity (regardless of whether enforcement is considered in a proceeding of law or equity). 

(h) All conditions precedent relating to the appointment of the Successor Trustee as successor Trustee under each of the Indentures have been complied with by the Issuer. 

Section 204. The Issuer hereby appoints the Successor Trustee as Registrar, Agent and Paying Agent under the Indentures.

ARTICLE THREE 

THE SUCCESSOR TRUSTEE 

Section 301. The Successor Trustee hereby represents and warrants to the ResigningTrustee and to the Issuer that: 

(a) This Instrument has been duly authorized, executed and delivered on behalfof the Successor Trustee. 

 

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(b) The Successor Trustee is qualified and eligible under Section 7.10of each of the Indentures to act as Trustee under each of the Indentures. 

Section 302. Pursuant toSection 7.08 of each of the Indentures, the Successor Trustee hereby accepts its appointment as Trustee under each of the Indentures and hereby assumes all the rights, powers, duties and obligations of the Trustee under each of the Indenturesand with respect to all property and money held or to be held under the each of Indentures, with like effect as if the Successor Trustee was originally named as Trustee under each of the Indentures. 

Section 303. Promptly after the execution and delivery of this Instrument, the Successor Trustee, on behalf of the Issuer, shallcause a notice, in substantially the form annexed hereto as Exhibit A, to be sent to Holders of the Notes of each of the Indentures in accordance with Section 7.08 thereof. 

Section 304. The Successor Trustee hereby accepts its appointment as Registrar, Agent and Paying Agent under the Indentures.

ARTICLE FOUR 

MISCELLANEOUS 

Section 401. Except as otherwise expressly provided or unless the context otherwiserequires, all capitalized terms used herein which are defined in each of the Indentures shall have the meanings assigned to them in each of the Indentures. 

Section 402. This Instrument and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the executionand delivery hereof by each of the parties hereto; *provided*, that the resignation of the Resigning Trustee as Registrar, Agent and Paying Agent under the Indenture, and the appointment of the Successor Trustee in such capacities, shall beeffective 10 business days after the date first above written. 

Section 404. This Instrument shall be governed byand construed in accordance with the laws of the State of New York. 

Section 405. This Instrument may be executedin any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 

Section 406. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions: 

TO THE RESIGNING TRUSTEE: 

THE BANK OF NEW YORK MELLON_ 

101 Barclay Street – 8W

New York, NY 10286 

Fax: 212-815-5704 

Tel: 212-815-5283 

 

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TO THE SUCCESSOR TRUSTEE: 

Wells Fargo Bank, National Association 

45 Broadway, 14th Floor 

New York, NY 10006 

Attn. Corporate Trust Administration –Jarden Corporation 

Fax: 212-515-5189 

Tel: 212-515-5244 

TO THE ISSUER: 

Jarden Corporation 

555 Theodore Fremd Avenue, Suite B-302 

Rye, New York 10580 

Attn. Jason Wong 

Fax: 914-921-7591 

Tel.: 914-921-7581 

with a copy to: 

Jarden Corporation 

2381 Executive Center Drive 

Boca Raton, FL 33431 

Attn. General Counsel 

Fax: 561-912-5109 

Tel.: 561-912-4612 

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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation,Appointment and Acceptance to be duly executed as of the day and year first above written. 

 

Jarden Corporation
By /s/ Jason Wong Name: Jason Wong Title: 
Treasurer

The Bank of New York Mellon, as Resigning Trustee
By /s/ Sherma Thomas Name: 
Sherma Thomas
 Title: 
Senior Associate

WELLS FARGO BANK, NATIONAL

ASSOCIATION, as Successor Trustee
By /s/ Martin Reed Name: 
Martin Reed
 Title: 
Vice President