<PAGE>



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

                                  DISTRIBUTION


                                       AND


                            INDEMNIFICATION AGREEMENT


                                     between


                              U.S. Industries, Inc.


                                       and


                                 LCA Group Inc.


                            Dated as of ______, 2001


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



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
                                    ARTICLE I

                                   DEFINITIONS

Section 1.1.        General.......................................................................................1
Section 1.2.        References; Interpretation...................................................................11


                                   ARTICLE II

             DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

Section 2.1.        The Distribution and Other Transactions......................................................11
Section 2.2.        Assumption and Satisfaction of Liabilities...................................................13
Section 2.3.        Resignations.................................................................................13
Section 2.4.        Further Assurances...........................................................................13
Section 2.5.        Limited Representations or Warranties........................................................13
Section 2.6.        Guarantees...................................................................................14
Section 2.7.        Witness Services.............................................................................14
Section 2.8.        Corporate Restructuring Transactions Not Effected Prior to the
                     Distribution; Transfers Deemed Effective as of the Distribution Date........................15
Section 2.9.        Restructuring Agreements and Instruments.....................................................15
Section 2.10.       Ancillary Agreements.........................................................................15
Section 2.11.       Corporate Names..............................................................................15


                                   ARTICLE III

                                 INDEMNIFICATION

Section 3.1.        Indemnification by USI.......................................................................16
Section 3.2.        Environmental Losses.........................................................................16
Section 3.3.        Indemnification by LCA.......................................................................17
Section 3.4.        Environmental Losses.........................................................................17
Section 3.5.        Third Party Claims...........................................................................17
Section 3.6.        Future Business Relationships................................................................18
Section 3.7.        Insurance Policies...........................................................................18
Section 3.8.        Letter of Credit.............................................................................18
Section 3.9.        Notice.......................................................................................18
Section 3.10.       Failure to Provide Notice....................................................................19
Section 3.11.       Right to Defense.............................................................................19
Section 3.12.       Payment......................................................................................19
Section 3.13.       Set-offs.....................................................................................19
</TABLE>


                                      -i-




<PAGE>


<TABLE>
<S>                                                                                                             <C>
Section 3.14.       Taxes........................................................................................19
Section 3.15.       Other Agreements.............................................................................19
Section 3.16.       Defense of Third-Party Claims................................................................20
Section 3.17.       Further Liability............................................................................20
Section 3.18.       Payments.....................................................................................21
Section 3.19.       Joint Liability..............................................................................21
Section 3.20.       Cooperation..................................................................................21
Section 3.21.       Litigation Records...........................................................................21
Section 3.22.       Expenses.....................................................................................21
Section 3.23.       Confidentiality..............................................................................22


                                   ARTICLE IV

                              ACCESS TO INFORMATION

Section 4.1.        Provision of Corporate Records...............................................................22
Section 4.2.        Access to Information........................................................................22
Section 4.3.        Reimbursement; Other Matters.................................................................22
Section 4.4.        Confidentiality..............................................................................23
Section 4.5.        Privileged Matters...........................................................................23
Section 4.6.        Ownership of Information.....................................................................25
Section 4.7.        Other Agreements Providing for Exchange of Information.......................................25


                                    ARTICLE V

                               DISPUTE RESOLUTION

Section 5.1.        Negotiation..................................................................................25
Section 5.2.        Arbitration..................................................................................25
Section 5.3.        Continuity of Service and Performance........................................................26


                                   ARTICLE VI

                                  MISCELLANEOUS

Section 6.1.        Complete Agreement; Construction.............................................................26
Section 6.2.        Ancillary Agreements.........................................................................27
Section 6.3.        Counterparts.................................................................................27
Section 6.4.        Survival of Certain Provisions...............................................................27
Section 6.5.        Expenses.....................................................................................27
Section 6.6.        Notice.......................................................................................27
Section 6.7.        Waiver.......................................................................................28
Section 6.8.        Amendments...................................................................................28
Section 6.9.        Assignment...................................................................................28
Section 6.10.       Successors and Assigns.......................................................................28
Section 6.11.       Termination..................................................................................28
</TABLE>

                                      -ii-




<PAGE>


<TABLE>
<S>                                                                                                             <C>
Section 6.12.       Subsidiaries.................................................................................28
Section 6.13.       Third Party Beneficiaries....................................................................29
Section 6.14.       Title and Headings...........................................................................29
Section 6.15.       Schedules and Exhibits.......................................................................29
Section 6.16.       Governing Law................................................................................29
Section 6.17.       Consent to Jurisdiction......................................................................29
Section 6.18.       Severability.................................................................................29
</TABLE>


                                     -iii-





<PAGE>


                   DISTRIBUTION AND INDEMNIFICATION AGREEMENT

         DISTRIBUTION AND INDEMNIFICATION AGREEMENT dated as of _____, 2001, by
and between U.S. Industries, Inc., a Delaware corporation ("USI"), and LCA Group
Inc. ("LCA"), a Delaware corporation and direct wholly-owned subsidiary of USI.

         WHEREAS, USI acting through its direct and indirect subsidiaries,
currently conducts a number of businesses, including, without limitation, bath
and plumbing, lighting, hardware and industrial tools units;

         WHEREAS, the Board of Directors of USI has determined that it is
appropriate, desirable and in the best interests of USI and its businesses, as
well as the holders of shares of common stock, par value $.01 per share, of USI
(the "USI Common Stock"), to restructure USI to separate from USI the lighting
and industrial tools businesses and to cause such businesses to be owned and
conducted, directly or indirectly, by LCA;

         WHEREAS, in order to effect such separation, the Board of Directors of
USI has determined that it is appropriate, desirable and in the best interests
of the holders of USI Common Stock, as well as of USI and its businesses, for
USI (i) to take certain steps to restructure USI's Subsidiaries (as defined
herein) and businesses, and (ii) upon the completion of such restructuring to
distribute to the holders of the USI Common Stock all of the outstanding shares
of the common stock of LCA (the "LCA Common Shares"), together with the
associated Rights (as defined herein), as set forth herein;

         WHEREAS, each of USI and LCA has determined that it is necessary and
desirable, on or prior to the Distribution Date (as defined herein), to allocate
and transfer those assets and to allocate and assign responsibility for those
liabilities in respect of the activities of the businesses of such entities; and

         WHEREAS, each of USI and LCA has determined that it is necessary and
desirable to set forth the principal corporate transactions required to effect
such Distribution and to set forth other agreements that will govern certain
other matters following the Distribution.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, the parties hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1. General. As used in this Agreement, the following terms
shall have the following meanings:




<PAGE>


         (a) "Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency, body or commission or any arbitration
tribunal.

         (b) "Affiliate" shall mean, when used with respect to a specified
person, another person that controls, is controlled by, or is under common
control with the person specified. As used herein, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such person, whether through the
ownership of voting securities or other interests, by contract or otherwise.

         (c) "Agent" shall have the meaning set forth in Section 2.1(b).

         (d) "Agreement Disputes" shall have the meaning set forth in Section
5.1.

         (e) "Ancillary Agreements" shall mean all of the written agreements,
instruments, assignments or other arrangements (other than this Agreement)
entered into in connection with the transactions contemplated hereby, including,
without limitation, the Restructuring Agreements and Instruments, Assumption
Agreement, the Tax Sharing and Indemnification Agreement and the Transition
Services Agreement.

         (f) "Assets" shall mean assets, properties and rights (including
goodwill), wherever located (including in the possession of vendors or other
third parties or elsewhere), whether real, personal or mixed, tangible,
intangible or contingent, in each case whether or not recorded or reflected or
required to be recorded or reflected on the books and records or financial
statements of any person, including, without limitation, the following:

         (i) all accounting and other books, records and files whether in
     paper, microfilm, microfiche, computer tape or disc, magnetic tape or any
     other form;

         (ii) all apparatus, computers and other electronic data processing
     equipment, fixtures, machinery, equipment, furniture, office equipment,
     automobiles, trucks, aircraft and other transportation equipment, special
     and general tools, test devices, prototypes and models and other tangible
     personal property;

         (iii) all inventories of materials, parts, raw materials, supplies,
     work-in-process and finished goods and products;

         (iv) all interests in real property of whatever nature, including
     easements, whether as owner, mortgagee or holder of a Security Interest in
     real property, lessor, sublessor, lessee, sublessee or otherwise;

         (v) all interests in any capital stock or other equity interests of
     any Subsidiary or any other person, all bonds, notes, debentures or other
     securities issued by any Subsidiary or any other person, all loans,
     advances or other extensions of credit or capital contributions to any
     Subsidiary or any other person and all other investments in securities of
     any person;

                                      -2-



<PAGE>


         (vi) all license agreements, leases of personal property, open
     purchase orders for raw materials, supplies, parts or services, unfilled
     orders for the manufacture and sale of products and other contracts,
     agreements or commitments;

         (vii) all deposits, letters of credit and performance and surety
     bonds;

         (viii) all written technical information, data, specifications,
     research and development information, engineering drawings, operating and
     maintenance manuals, and materials and analyses prepared by consultants and
     other third parties;

         (ix) all domestic and foreign patents, copyrights, trade names,
     trademarks, service marks and registrations and applications for any of the
     foregoing, mask works, trade secrets, inventions, data bases, other
     proprietary information and licenses from third persons granting the right
     to use any of the foregoing;

         (x) all computer applications, programs and other software, including
     operating software, network software, firmware, middleware, design
     software, design tools, systems documentation and instructions;

         (xi) all cost information, sales and pricing data, customer prospect
     lists, supplier records, customer and supplier lists, customer and vendor
     data, correspondence and lists, product literature, artwork, design,
     development and manufacturing files, vendor and customer drawings,
     formulations and specifications, quality records and reports and other
     books, records, studies, surveys, reports, plans and documents;

         (xii) all prepaid expenses, trade accounts and other accounts and
     notes receivables;

         (xiii) all rights under contracts or agreements, all claims or rights
     against any person arising from the ownership of any asset, all rights in
     connection with any bids or offers and all claims, choses in action or
     similar rights, whether accrued or contingent;

         (xiv) all rights under insurance policies and all rights in the nature
     of insurance, indemnification or contribution;

         (xv) all licenses, permits, approvals and authorizations which have
     been issued by any Governmental Authority;

         (xvi) cash or cash equivalents, bank accounts, lock boxes and other
     deposit arrangements; and

         (xvii) interest rate, currency, commodity or other swap, collar, cap
     or other hedging or similar agreements or arrangements.

         (g) "Assumption Agreement" shall mean the Assumption Agreement of even
date herewith between LCA and the various insurers named therein.

                                      -3-




<PAGE>


         (h) "Business Entity" shall mean any corporation, partnership, limited
liability company or other entity which may legally hold title to Assets.

         (i) "Case Handler" shall have the meaning set forth in 3.16 hereunder.

         (j) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the Treasury regulations promulgated thereunder, including any successor
legislation.

         (k) "Commission" shall mean the U.S. Securities and Exchange
Commission.

         (l) "Corporate Assets" shall mean all of the Assets (including, without
limitation, furniture, fixtures and equipment) located at 101 Wood Avenue South,
Iselin, New Jersey 08830, except for those Assets (including, without
limitation, furniture, fixtures and equipment) belonging to, or associated with,
any employee of USI or any of USI's Subsidiaries, who, after the Effective Time,
is an employee of USI, or any of its Subsidiaries, and not of LCA, or any of its
Subsidiaries.

         (m) "Corporate Restructuring Transactions" shall mean, collectively,
the transactions set forth in Schedule 2 hereto and such other distributions,
transfers, conveyances, contributions, assignments and other transactions that
are required to be accomplished, effected or consummated by any of USI or LCA or
any of their respective Subsidiaries and Affiliates in order to separate and
divide, in a series of transactions that, to the extent intended to qualify for
tax-free transactions under the Code, shall qualify for tax-free treatment under
the Code, the existing businesses of USI so that:

         (i) the LCA Assets, LCA Liabilities and LCA Businesses shall be owned,
     directly and indirectly, by LCA; and

         (ii) the USI Assets, USI Liabilities and USI Businesses shall be
     owned, directly and indirectly, by USI.

         (n) "Demerger" shall mean the separation of USI from Hanson PLC,
effective May 31, 1995.

         (o) "Direct Registration Program" shall have the meaning set forth in
the Information Statement.

         (p) "Distribution" shall mean the distribution on the Distribution Date
to holders of record of shares of USI Common Stock as of the Distribution Record
Date all of the LCA Common Shares owned by USI on the basis of 1 LCA Common
Share for each 10 outstanding shares of USI Common Stock.

         (q) "Distribution Date" shall mean _____, 2001.

         (r) "Distribution Record Date" shall mean as of the close of business
of such date as may be determined by USI's Board of Directors as the record date
for the Distribution.

         (s) "Dual-Lite" shall mean Dual-Lite Inc.

                                      -4-



<PAGE>


         (t) "Effective Time" shall mean 12:01 a.m., New York City time, on the
Distribution Date.

         (u) "Environmental Losses" shall mean any damage, claim, liability,
cost of defense, obligations, allegations, demands, cost, costs of closure,
feasibility studies, injury or any loss of any kind, including, but not limited
to all penalties, fines, consulting or contractors fees, capital expenses,
investigation or remediation costs, natural resource damages, diminution in
property values, attorneys fees, damages (including, but not limited to actual,
foreseen or unforeseen, known or unknown), settlements, awards or judgments of
any kind which arise out of environmental matters, including, but not limited to
the release, disposal, exposure to, migration or presence of any hazardous
material or hazardous, toxic, industrial or other solid waste.

         (v) "Governmental Authority" shall mean any federal, state, local,
foreign or international court, government, department, commission, board,
bureau, agency, official or other regulatory, administrative or governmental
authority.

         (w) "Indemnifying Party" shall have the meaning set forth in 3.9
hereunder.

         (x) "Information Statement" shall mean the Information Statement sent
to the holders of shares of USI Common Stock in connection with the
Distribution, including any amendment or supplement thereto.

         (y) "Liabilities" shall mean any and all losses, claims, charges,
debts, demands, actions, causes of action, suits, damages, obligations,
payments, costs and expenses, sums of money, accounts, reckonings, bonds,
specialties, indemnities and similar obligations, exonerations, covenants,
contracts, controversies, agreements, promises, doings, omissions, variances,
guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule, regulation, Action, threatened or contemplated Action (including
the costs and expenses of demands, assessments, judgments, settlements and
compromises relating thereto and attorneys' fees and any and all costs and
expenses, whatsoever reasonably incurred in investigating, preparing or
defending against any such Actions or threatened or contemplated Actions), order
or consent decree of any governmental or other regulatory or administrative
agency, body or commission or any award of any arbitrator or mediator of any
kind, and those arising under any contract, commitment or undertaking, including
those arising under this Agreement or any Ancillary Agreement, in each case,
whether or not recorded or reflected or required to be recorded or reflected on
the books and records or financial statements of any person.

         (z) "Litigation and Claims" shall mean litigation pending or threatened
or claims alleged against LCA Parties and/or USI Parties, including, without
limitation, civil and criminal actions, workers' compensation proceedings,
administrative and regulatory proceedings, investigations, audits, inquiries,
demands, claims (including any title claims relating to any real property) and
threatened actions.

                                      -5-



<PAGE>


         (aa) "Litigation Conditions" shall have the meaning set forth in
Section 3.16 hereunder.

         (bb) "Litigation Records" shall have the meaning set forth in Section
3.21 hereunder.

         (cc) "LCA Assets" shall mean, collectively, all the Assets owned or
held by LCA or any Subsidiary of LCA immediately following the Effective Time.

         (dd) "LCA Businesses" shall mean the businesses, entities, operations,
assets and properties of LCA and its Subsidiaries and any other business,
entity, operation, asset or property transferred to LCA or its Subsidiaries as
part of the Corporate Restructuring Transactions, or any predecessor to such
business or operation notwithstanding the fact that prior to the Distribution
Date (i) any such business or operation was closed, wound up or otherwise
terminated, (ii) such asset ceased to be used in connection with such business
or operation or (iii) any such business, operation or asset was sold or
otherwise disposed of to any person other than USI or a Subsidiary or Affiliate
of USI that is not being transferred to LCA or its Subsidiaries as part of or in
connection with the Corporate Restructuring Transactions. The LCA Businesses
shall be comprised of those companies listed on Schedule 1.1 hereto.

         (ee) "LCA Common Shares" shall have the meaning set forth in the
recitals hereto.

         (ff) "LCA Damages" shall have the meaning set forth in Section 3.1
hereunder.

         (gg) "LCA Group" shall mean LCA and any direct or indirect Subsidiary
of LCA, and, from and after the Effective Time, any Affiliate of LCA.

         (hh) "LCA Indemnities" shall mean LCA, each member of the LCA Group,
each of their respective present and former directors, officers, employees and
agents and each of the heirs, executors, successors and assigns of any of the
foregoing.

         (ii) "LCA Liabilities" shall mean, except as otherwise expressly
provided for in this Agreement, the Transition Services Agreement, the
Assumption Agreement or the Tax Sharing and Indemnification Agreement, any and
all of the obligations, liabilities and expenses incurred by USI, LCA or any of
their respective Subsidiaries and Affiliates arising out of or related to, or
any Litigation and Claims arising out of or related to, or alleged to arise out
of or relate to, the LCA Businesses, whether or not in the ordinary course of
business, in each case whether matured or unmatured, liquidated or unliquidated,
fixed or contingent, known or unknown, and whether arising out of or related to
circumstances existing prior to, on or subsequent to the Distribution Date, and
regardless of where or against whom such obligations, liabilities and expenses
are asserted or determined or whether asserted or determined prior to, on or
subsequent to the Distribution Date, and regardless of whether arising from or
alleged to arise from negligence, recklessness, violation of law, or
misrepresentation by any of the USI Parties, and including, without limitation,
the following items:

         (i) all obligations, liabilities and expenses with respect to health,
     safety, personal injury, property damage, employment, benefits,
     compensation, pension rights,

                                      -6-



<PAGE>


     claims arising out of contracts, intellectual property rights, product
     liability, warranty, merchantability or fitness for any particular purpose
     of goods, conformity of goods to contractual requirements, deceptive trade
     practice, misrepresentation, or any other alleged or actual breach or
     violation of any obligation or requirement arising out of, or associated
     with, the LCA Businesses, including, without limitation, (A) all product
     warranty obligations with respect to products developed, produced,
     manufactured, marketed, used or distributed by the LCA Businesses ("LCA
     Products"), whether shipped prior to, on or subsequent to the Distribution
     Date, and (B) all liabilities resulting from claims for real or alleged
     personal injury or consequential damage which is caused or alleged to have
     been or to be caused by any defect in or breach of warranty related to any
     LCA Products or other asset of the LCA Businesses, unless covered by (v)
     below;

         (ii) all Litigation and Claims pending as of the Distribution Date
     against LCA, USI and/or any of their respective Subsidiaries and Affiliates
     ("Pending LCA Litigation") and all Litigation and Claims brought,
     threatened or alleged against LCA, USI or any of their respective
     Subsidiaries and Affiliates after the Distribution Date ("New LCA
     Litigation"), in each case if and solely to the extent that such Litigation
     and Claims (in whole or in part) arise out of or are alleged (regardless of
     the party named in the allegation or complaint) to arise out of the LCA
     Businesses;

         (iii) all obligations, liabilities and expenses (including, without
     limitation, all fines or penalties or costs of closure, investigation and
     feasibility studies, attorneys' or consultants' fees or remediation costs)
     of LCA or USI or any of their respective Subsidiaries and Affiliates
     arising under any federal, state, local or foreign statutes, laws
     (including common law), codes, rules, regulations, policies or guidelines
     or any administrative or judicial interpretations thereof relating to the
     environment, natural resources and public or employee health and safety
     arising out of or relating to, or alleged to arise out of or relate to, the
     LCA Businesses;

         (v) all obligations, liabilities and expenses (other than those
     arising solely due to joint and several liability under the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA")) with respect
     to any employee benefit plan within the meaning of Section 3(3) of ERISA
     (including any multiemployer plan within the meaning of Section 3(37) of
     ERISA) sponsored by, maintained by, contributed to, or obligated to be
     contributed to at any time, by LCA or any of its Subsidiaries, including
     but not limited to any liability with respect to: (A) the Pension Benefit
     Guaranty Corporation under Title IV of ERISA; (B) any non-compliance with
     the notice and benefit continuation requirements of the Consolidated
     Omnibus Budget Reconciliation Act of 1985, as amended; (C) any
     non-compliance with ERISA or any other applicable laws; and (D) any suit,
     proceeding or claim which is brought against USI or any of its Affiliates,
     any USI plan, and any fiduciary or former fiduciary of any such plan, to
     the extent such suit arises out of, or is related to, the LCA Businesses;

         (vi) all obligations, liabilities and expenses with respect to the
     employment or termination of employment, including a constructive
     termination, of any individual (including, but not limited to, any employee
     of LCA or any of its Subsidiaries) by (A) LCA or any of the LCA Businesses
     or (B) any officer, director, employee or agent of

                                      -7-



<PAGE>


     LCA or any of LCA Businesses attributable to any action or inaction by LCA
     or any of the LCA Businesses;

         (vii) all liabilities incurred by any member of the USI Group on
     behalf of any member of the LCA Group prior to the Effective Time.

         (jj) "LCA Parties" shall mean LCA and any direct or indirect Subsidiary
of LCA, and, from and after the Effective Time, any Affiliate of LCA, and any of
their respective directors, shareholders, officers, employees, agents,
consultants, customers, representatives, successors, transferees or assigns.

         (kk) "person" shall mean any natural person, corporation, business
trust, joint venture, association, company, partnership, limited liability
company, other entity or government, or any agency or political subdivision
thereof.

         (ll) "Pre-Distribution USI" shall mean USI prior to the Effective Time.

         (mm) "Progress Canada" shall mean the Progress Lighting division of USI
Canada Inc.

         (nn) "Records" shall have the meaning set forth in Section 4.1.

         (oo) "Restructuring Agreements and Instruments" shall mean,
collectively, the various agreements, instruments and other documents heretofore
entered into to and to be entered into to effect the Corporate Restructuring
Transactions.

         (pp) "Rights" shall have the meaning set forth in Section 2.1(c).

         (qq) "Rules" shall have the meaning set forth in Section 5.2.

         (rr) "Security Interest" shall mean any mortgage, security interest,
pledge, lien, charge, claim, option, right to acquire, voting or other
restriction, right-of-way, covenant, condition, easement, encroachment,
restriction on transfer, or other encumbrance of any nature whatsoever.

         (ss) "SiTeco" shall mean SiTeco Holding GmbH.

         (tt) "Subscription Agreement" shall mean the Subscription Agreement,
dated May 31, 1995, between USI and Hanson PLC.

         (uu) "Subsidiary" shall mean any corporation, partnership or other
entity of which another entity (i) owns, directly or indirectly, ownership
interests sufficient to elect a majority of the Board of Directors (or persons
performing similar functions) (irrespective of whether at the time any other
class or classes of ownership interests of such corporation, partnership or
other entity shall or might have such voting power upon the occurrence of any
contingency) or (ii) is a general partner or an entity performing similar
functions (e.g., a trustee).

                                      -8-



<PAGE>


         (vv) "Tax" shall have the meaning set forth in the Tax Sharing and
Indemnification Agreement.

         (ww) "Tax Sharing and Indemnification Agreement" shall mean the Tax
Sharing and Indemnification Agreement between USI and LCA.

         (xx) "Transition Services Agreement" shall mean the Transition Services
Agreement between the USI and LCA.

         (yy) "USI" shall mean U.S. Industries, Inc., a Delaware corporation.

         (zz) "USI Businesses" shall mean the businesses, entities, operations,
assets and properties of USI and its Subsidiaries (other than LCA Businesses),
or any predecessor to such business or operation notwithstanding the fact that
prior to the Distribution Date (i) any such business or operation was closed,
wound up or otherwise terminated, (ii) such asset ceased to be used in
connection with such business or operation or (iii) any such business, operation
or asset was sold or otherwise disposed of to any person other than LCA or any
member of the LCA Group in connection with the Corporate Restructuring
Transactions.

         (aaa) "USI Damages" shall have the meaning set forth in Section 3.3
hereunder.

         (bbb) "USI Group" shall mean USI and any direct or indirect Subsidiary
or Affiliate (other than LCA or any member of the LCA Group) of USI.

         (ccc) "USI Indemnities" shall mean USI, each member of the USI Group,
its present and former directors, officers, employees and agents and each of the
heirs, executors, successors and assigns of any of the foregoing.

         (ddd) "USI Liabilities" shall mean, except as otherwise expressly
provided for in this Agreement, the Transition Services Agreement, the
Assumption Agreement or the Tax Sharing and Indemnification Agreement, any and
all of the obligations, liabilities and expenses incurred by USI, LCA or any of
their respective Subsidiaries and Affiliates arising out of or related to, or
any Litigation and Claims arising out of or related to, or alleged to arise out
of or relate to, the USI Businesses, whether or not in the ordinary course of
business, in each case whether matured or unmatured, liquidated or unliquidated,
fixed or contingent, known or unknown, and whether arising out of or related to
circumstances existing prior to, on or subsequent to the Distribution Date, and
regardless of where or against whom such obligations, liabilities and expenses
are asserted or determined or whether asserted or determined prior to, on or
subsequent to the Distribution Date, and regardless of whether arising from or
alleged to arise from negligence, recklessness, violation of law, or
misrepresentation by any of the LCA Parties, and including, without limitation,
the following items:

         (i) all obligations, liabilities and expenses with respect to health,
     safety, personal injury, property damage, employment, benefits,
     compensation, pension rights, claims arising out of contracts, intellectual
     property rights, product liability, warranty, merchantability or fitness
     for any particular purpose of goods, conformity of goods to contractual
     requirements, deceptive trade practice, misrepresentation, or any other
     alleged or actual breach or violation of any obligation or requirement
     arising out of, or associated

                                      -9-



<PAGE>


     with, the USI Businesses, including, without limitation, (A) all product
     warranty obligations with respect to products developed, produced,
     manufactured, marketed, used or distributed by the USI Businesses ("USI
     Products"), whether shipped prior to, on or subsequent to the Distribution
     Date, and (B) all liabilities resulting from claims for real or alleged
     personal injury or consequential damage which is caused or alleged to have
     been or to be caused by any defect in or breach of warranty related to any
     USI Products or other assets of the USI Businesses, unless covered by (v)
     below;

         (ii) all Litigation and Claims pending as of the Distribution Date
     against LCA, USI and/or any of their respective subsidiaries and Affiliates
     ("Pending USI Litigation") and all Litigation and Claims brought,
     threatened or alleged against LCA, USI or any of their respective
     Subsidiaries and Affiliates after the Distribution Date ("New USI
     Litigation"), in each case if and solely to the extent that such Litigation
     and Claims (in whole or in part) arise out of or are alleged (regardless of
     the party named in the allegation or complaint) to arise out of the USI
     Businesses;

         (iii) all obligations, liabilities and expenses (including, without
     limitation, all fines or penalties or costs of closure, investigation and
     feasibility studies, attorneys' or consultants' fees or remediation costs)
     of LCA, USI or any of their respective Subsidiaries and Affiliates arising
     under any federal, state, local or foreign statutes, laws (including common
     law), codes, rules, regulations, policies or guidelines or any
     administrative or judicial interpretations thereof relating to the
     environment, natural resources and public or employee health and safety
     arising out of or relating to, or alleged to arise out of or relate to, the
     USI Businesses;

         (v) all obligations, liabilities and expenses (including those arising
     solely due to joint and several liability under ERISA) with respect to any
     employee benefit plan within the meaning of Section 3(3) of ERISA
     (including any multiemployer plan within the meaning of Section 3(37) of
     ERISA) sponsored by, maintained by, contributed to, or obligated to be
     contributed to, at any time, by USI or any of its subsidiaries (other than
     any employee benefit plan sponsored as of the Distribution Date by any
     company or business transferred to LCA or its Subsidiaries as part of or in
     connection with the Corporate Restructuring Transactions), including but
     not limited to any liability with respect to: (A) the Pension Benefit
     Guaranty Corporation under Title IV of ERISA; (B) a multiemployer plan
     (within the meaning of Section 3(37) of ERISA); (C) any non-compliance with
     the notice and benefit continuation requirements of the Consolidated
     Omnibus Budget Reconciliation Act of 1985, as amended; (D) any
     non-compliance with ERISA or any other applicable laws; and (E) any suit,
     proceeding or claim which is brought against LCA or any of the LCA Parties,
     any LCA plan, and any fiduciary or former fiduciary of any such plan, to
     the extent such suit arises out of, or is related to, the USI Businesses;

         (vi) all obligations, liabilities and expenses with respect to the
     employment or termination of employment, including a constructive
     termination, of any individual (including, but not limited to, any employee
     of USI or any of its Subsidiaries) by (A) USI or any USI Businesses or (B)
     any officer, director, employee or agent of USI or any USI Businesses
     attributable to any action or inaction by USI or any USI Businesses;

                                      -10-



<PAGE>



         (vii) all obligations, liabilities and expenses arising under the
     Demerger Agreements except to the extent attributable to any of the LCA
     Parties. For the avoidance of doubt, any liability arising under Section
     4.1 of the Subscription Agreement shall be the sole responsibility of USI;

         (viii) any liability, obligation or expense attributable to the LCA
     Parties to the extent that the amount of such liability, obligation or
     expense is covered by a policy of insurance (excluding any deductible or
     self-insurance retention) or an indemnity agreement maintained by or for
     the benefit of any of the USI Parties and to the extent that cash is
     received (net of any expenses included for collection thereof) by any of
     the USI parties pursuant to such policy or agreement, unless the rights
     under such policy of insurance or indemnity agreement have been assigned to
     the LCA Parties;

         (ix) any liability arising from any untrue statement or alleged untrue
     statement of a material fact contained in LCA's registration statement on
     Form 10 dated ______, or any omission or alleged omission to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading.

         (eee) "USI Parties" shall mean USI and any direct or indirect
Subsidiary or Affiliate (other than LCA or any member of the LCA Group) of USI,
and any of their respective directors, shareholders, officers, employees,
agents, consultants, customers, representatives, successors, transferees or
assigns.

         Section 1.2. References; Interpretation. References in this Agreement
to any gender include references to all genders, and references to the singular
include references to the plural and vice versa. The words "include", "includes"
and "including" when used in this Agreement shall be deemed to be followed by
the phrase "without limitation". Unless the context otherwise requires,
references in this Agreement to Articles, Sections, Schedules and Exhibits shall
be deemed references to Articles and Sections of, and Schedules and Exhibits to,
this Agreement. Unless the context otherwise requires, the words "hereof",
"hereby" and "herein" and words of similar meaning when used in this Agreement
refer to this Agreement in its entirety and not to any particular Article,
Section or provision of this Agreement.

                                   ARTICLE II

             DISTRIBUTION AND OTHER TRANSACTIONS; CERTAIN COVENANTS

         Section 2.1. The Distribution and Other Transactions.

         (a) Certain Transactions. On or prior to the Distribution Date:

         (i) USI shall, on behalf of itself and its Subsidiaries, transfer and
     assign or cause to be transferred and assigned to LCA or another member of
     the LCA Group, effective prior to or as of the Effective Time, all of USI's
     and its Subsidiaries' right, title and interest in and to the following:

               (A) all of the Assets, properties and rights of Progress Canada.


                                      -11-



<PAGE>


               (B) The Corporate Assets; and

               (C) To the extent assignable, all of the rights of USI, if any,
          arising under the agreements and other documents and instruments
          relating to USI's (or its Subsidiaries') acquisition of SiTeco and
          Dual-Lite.

         (ii) On or prior to the Effective Time each of USI and LCA shall, and
     shall cause each of their respective Subsidiaries to, as applicable, take
     all action or actions as is necessary to cause, effect and consummate the
     Corporate Restructuring Transactions.

         (b) Stock Dividend to USI. On or prior to the Distribution Date, LCA
shall issue to USI as a stock dividend such number of LCA Common Shares as will
be required to effect the Distribution, as certified by USI's stock transfer
agent (the "Agent"). In connection with such issuance, USI shall deliver to LCA
for cancellation the share certificate held by it representing LCA Common Shares
and shall receive a new certificate representing the total number of LCA Common
Shares to be owned by USI after giving effect to such stock dividend.

         (c) Charters; By-laws; Rights Plans. On or prior to the Distribution
Date, all necessary actions shall have been taken to provide for the adoption of
the Amended and Restated Certificate of Incorporation and By-laws and the
execution and delivery of the form of Rights Agreement, relating to the
preferred share purchase rights relating to the LCA Common Shares (the
"Rights"), filed by LCA with the Commission as exhibits to LCA's Registration
Statement on Form 10 (or any amendment thereto).

         (d) Directors. On or prior to the Distribution Date, USI as the sole
stockholder of LCA, shall have taken all necessary action on or prior to the
Distribution Date to cause the Board of Directors of LCA to consist of the
individuals identified in the Information Statement as directors of LCA.

         (e) Consents. The parties hereto shall use their commercially
reasonable efforts to obtain required consents to transfer and/or assignment of
licenses, permits and authorizations of Governmental Authorities and of
agreements hereunder.

         (f) Delivery of Shares to Agent. USI shall deliver to the Agent the
share certificates representing the LCA Common Shares issued to USI by LCA
pursuant to Section 2.1(b), and all other share certificates it holds
representing LCA Common Shares, and shall instruct the Agent to record the names
of holders of record of shares of USI common stock on the Distribution Record
Date pursuant to the Direct Registration Program as contemplated by the
Information Statement and herein.

         (g) Intercompany Debt. On the Distribution Date, (x) LCA or its
Subsidiaries shall repay to USI or its Subsidiaries the amount of intercompany
debt specified in Schedule 2 hereto, and (y) USI or its Subsidiaries shall
cancel the amount of intercompany debt specified in Schedule 2 hereto.

         (h) Other Transactions. After the Distribution Date, each of USI and
LCA will exercise good faith commercially reasonable efforts to consummate as
promptly as practicable all other transactions which must be consummated in
order fully to complete the Distribution and any of the transactions
contemplated hereby or by any of the Ancillary Agreements.

                                      -12-



<PAGE>



         (i) Cash Management. USI shall continue to cause the funding of checks
written in connection with the LCA Businesses in accordance with past practices,
which are presented for payment through Effective Time. USI shall have no
obligation to fund checks which are presented for payment after the Effective
Time. Amounts received in the lockbox and depository accounts of USI through the
Effective Time shall continue to be paid to USI in accordance with past
practices. The bank accounts of each of USI and LCA shall continue to be owned
by each of USI and LCA respectively after the Distribution Date.

         Section 2.2. Assumption and Satisfaction of Liabilities. Except as
otherwise specifically set forth in any Ancillary Agreement, from and after the
Effective Time, (i) USI shall pay, perform and discharge all USI Liabilities and
(ii) LCA shall, assume, pay, perform and discharge all LCA Liabilities. To the
extent reasonably requested to do so by another party hereto, each party hereto
agrees to sign such documents, in a form reasonably satisfactory to such party,
as may be reasonably necessary to evidence the assumption of any Liabilities
hereunder.

         Section 2.3. Resignations.

         (a) Subject to Section 2.5(b), as requested by LCA, USI shall cause
all of its employees, and shall cause all of its Subsidiaries to cause all of
their employees, to resign or be terminated, effective as of the close of
business on the Distribution Date, from all positions as officers or directors
of LCA and its Subsidiaries in which they serve, and LCA shall cause all its
employees, and cause all of its Subsidiaries to cause all of their employees,
to resign or be terminated, effective as of the close of business on the
Distribution Date, from all positions as officers or directors of USI and its
Subsidiaries in which they serve.

         (b) No person shall be required by any party hereto to resign from any
position or office with another party hereto if such person is disclosed in the
Information Statement as the person who is to hold such position or office
following the Distribution.

         Section 2.4. Further Assurances. In case at any time after the
Effective Time any further action is reasonably necessary or desirable to carry
out the purposes of this Agreement and the Ancillary Agreements, the proper
officers of each party to this Agreement shall take all such necessary action.
Without limiting the foregoing, USI and LCA shall use their commercially
reasonable efforts promptly to obtain all consents and approvals, to enter into
all amendatory agreements and to make all filings and applications that may be
required for the consummation of the transactions contemplated by this Agreement
and the Ancillary Agreements, including, without limitation, all applicable
governmental and regulatory filings.

         Section 2.5. Limited Representations or Warranties. Each of the parties
hereto agrees that no party hereto is, in this Agreement or in any other
agreement or document contemplated by this Agreement or otherwise, making any
representation or warranty whatsoever, as to title or value of Assets being
transferred. It is also agreed that, notwithstanding anything to the contrary
otherwise expressly provided in the Restructuring Agreements and Instruments,
all Assets either transferred to or retained by the parties, as the case may be,
shall be "as is, where is" and that (subject to this Section 2.6) the party to
which such Assets are to be transferred hereunder shall bear the economic and
legal risk that such party's or any of the

                                      -13-



<PAGE>



party's Subsidiaries' title to any such Assets shall be other than good and
marketable and free from encumbrances. Similarly, each party hereto agrees that,
except as otherwise expressly provided in the relevant Restructuring Agreements
and Instruments, no party hereto is representing or warranting in any way that
the obtaining of any consents or approvals, the execution and delivery of any
amendatory agreements and the making of any filings or applications contemplated
by this Agreement will satisfy the provisions of any or all applicable
agreements or the requirements of any or all applicable laws or judgments, it
being agreed that the party to which any Assets are transferred shall bear the
economic and legal risk that any necessary consents or approvals are not
obtained or that any requirements of laws or judgments are not complied with.

         Section 2.6. Guarantees.

         (a) Except as otherwise specified in any Ancillary Agreement, USI and
LCA shall use their commercially reasonable efforts to have, on or prior to the
Distribution Date, or as soon as practicable thereafter, USI removed as
guarantor of or obligor for any LCA Liability (other than the lease for the
corporate headquarters in Iselin, N.J.), including, without limitation, in
respect of those guarantees set forth on Schedule 2.6(a) to the extent that they
relate to LCA Liabilities.

         (b) Except as otherwise specified in any Ancillary Agreement, USI and
LCA shall use their commercially reasonable efforts to have, on or prior to the
Distribution Date, or as soon as practicable thereafter, any member of LCA
removed as guarantor of or obligor for any USI Liability, including, without
limitation, in respect of those guarantees set forth on Schedule 2.6(b) to the
extent that they relate to USI Liabilities.

         (c) If USI or LCA is unable to obtain, or to cause to be obtained, any
such required removal as set forth in clauses (a) or (b) of this Section 2.7,
the applicable guarantor or obligor shall continue to be bound as such and,
unless not permitted by law or the terms thereof, the relevant beneficiary shall
or shall cause one of its Subsidiaries, as agent or subcontractor for such
guarantor or obligor to pay, perform and discharge fully all the obligations or
other liabilities of such guarantor or obligor thereunder from and after the
date hereof.

         Section 2.7. Witness Services. At all times from and after the
Distribution Date, each of USI and LCA shall use their commercially reasonable
efforts to make available to the other, upon reasonable written request, its and
its Subsidiaries' officers, directors, employees and agents as witnesses to the
extent that (i) such persons may reasonably be required in connection with the
prosecution or defense of any Action in which the requesting party may from time
to time be involved and (ii) there is no conflict in the Action between the
requesting party and USI or LCA as applicable. A party providing witness
services to the other party under this Section 2.8 shall be entitled to receive
from the recipient of such services, upon the presentation of invoices
therefor, payments for such amounts, relating to disbursements and other
out-of-pocket expenses (which shall be deemed to exclude the costs of salaries
and benefits of employees who are witnesses), as may be reasonably incurred
in providing such witness services.



                                      -14-




<PAGE>



         Section 2.8. Corporate Restructuring Transactions Not Effected Prior
to the Distribution; Transfers Deemed Effective as of the Distribution Date.
To the extent that any Corporate Restructuring Transactions contemplated by this
Article II shall not have been consummated on or prior to the Distribution Date,
the parties shall cooperate to effect such Corporate Restructuring Transactions
as promptly following the Distribution Date as shall be practicable. Nothing
herein shall be deemed to require the transfer of any Assets or the assumption
of any Liabilities which by their terms or operation of law cannot be
transferred; provided, however, that the parties hereto and their respective
Subsidiaries shall cooperate to seek to obtain any necessary consents or
approvals for the Corporate Restructuring Transactions contemplated to be
transferred pursuant to this Article II. In the event that any such transfer of
Assets or Liabilities has not been consummated, from and after the Distribution
Date the party retaining such Asset or Liability shall hold such Asset in trust
for the use and benefit of the party entitled thereto (at the expense of the
party entitled thereto) or retain such Liability for the account of the party by
whom such Liability is to be assumed pursuant hereto, as the case may be, and
take such other action as may be reasonably requested by the party to whom such
Asset is to be transferred, or by whom such Liability is to be assumed, as the
case may be, in order to place such party, insofar as is reasonably possible, in
the same position as would have existed had such Asset or Liability been
transferred as contemplated hereby. As and when any such Asset or Liability
becomes transferable, such transfer shall be effected forthwith. The parties
agree that, as of the Distribution Date, each party hereto shall be deemed to
have acquired complete and sole beneficial ownership over all of the Assets,
together with all rights, powers and privileges incident thereto, and shall be
deemed to have assumed in accordance with the terms of this Agreement all of the
Liabilities, and all duties, obligations and responsibilities incident thereto,
which such party is entitled to acquire or required to assume pursuant to the
terms of this Agreement.

         Section 2.9. Restructuring Agreements and Instruments. In connection
with the Corporate Restructuring Transactions and the assumptions of Liabilities
contemplated by this Agreement, the parties shall execute or cause to be
executed by the appropriate entities the Restructuring Agreements and
Instruments in substantially the form contemplated hereby for transfers to be
effected pursuant to New York law or the laws of one of the other states of the
United States or, if not appropriate for a given transfer, and for transfers to
be effected pursuant to non-U.S. laws, in such other form as the parties shall
reasonably agree, including the transfer of real property with deeds as may be
appropriate. The transfer of capital stock shall be effected by the Direct
Registration Program and executed stock powers and notation on the stock record
books of USI or other legal entities involved, or by such other means as may be
required in any non-U.S. jurisdiction to transfer title to stock and, to the
extent required by applicable law, by notation on public registries.

         Section 2.10. Ancillary Agreements. On or prior to the Distribution
Date, each of USI and LCA shall enter into the Ancillary Agreements and any
other agreements in respect of the Distribution reasonably necessary or
appropriate in connection with the transactions contemplated hereby and thereby.

         Section 2.11. Corporate Names.

         (a) Except as otherwise specifically provided in any Ancillary
Agreement:

                                      -15-




<PAGE>



         (i) as soon as reasonably practicable after the Distribution Date but
     in any event within six months thereafter, LCA will, at its own expense,
     remove (or, if necessary, on an interim basis, cover up) any and all
     exterior signs and other identifiers located on any of their respective
     property or premises owned or used by them or their respective Subsidiaries
     (except property or premises to be shared with USI or its Subsidiaries
     after the Distribution) which refer or pertain to USI, or the USI name,
     logo or other trademark or other USI intellectual property; and

         (ii) as soon as reasonably practicable after the Distribution Date but
     in any event within six months thereafter, LCA will, remove from all
     letterhead, envelopes, invoices and other communications media of any kind,
     all references to USI, and any other trademark or other USI intellectual
     property (except that LCA shall not be required to take any such action
     with respect to materials in the possession of customers), and LCA shall
     not use or display the name, logo or other trademarks intellectual property
     without the prior written consent of USI.

                                  ARTICLE III

                                 INDEMNIFICATION

         Section 3.1. Indemnification by USI. Subject to the provisions of
Section 3.2, Section 3.19 and Sections 3.5 through 3.9, USI shall, without any
further responsibility or liability of, or recourse to, any of the LCA Parties,
absolutely and irrevocably be solely liable and responsible for the USI
Liabilities. None of the LCA Parties shall be liable to any of the USI Parties
for any reason whatsoever on account of any USI Liabilities.

         USI shall indemnify, defend, save and hold harmless each of the LCA
Parties from and against all claims, liabilities, obligations, losses, costs,
costs of defense (as and when incurred, and including reasonable outside
attorneys' and consultants' fees), expenses, fines, charges, penalties,
allegations, demands, damages (including, but not limited to actual, foreseen or
unforeseen, known or unknown, but excluding consequential and punitive damages
to the extent prohibited by law), settlements, awards or judgments of any kind
or nature whatsoever (all of which are hereinafter collectively referred to as
the "LCA Damages"), arising out of (i) the USI Liabilities, (ii) the breach by
the USI Parties of any of their obligations under this Agreement or any
agreement executed at the Closing thereunder and (iii) any misrepresentation or
breach of representation or warranty of USI contained in this Agreement, which
representations and warranties are to survive indefinitely.

         LCA Damages with respect to which, but only to the extent that, any
proceeds are received by, or on behalf of, LCA or by any of its Subsidiaries or
Affiliates, from any third party insurance policy (and are non-reimbursable by
LCA or any of its Subsidiaries or Affiliates under any self-insurance policy),
shall not be the subject of indemnification under this Agreement.

         Section 3.2. Environmental Losses of LCA Parties. The LCA Parties' sole
remedy with regard to any Environmental Losses shall be governed by the terms of
this Section 3.2. All other remedies are hereby expressly waived.

                                      -16-



<PAGE>



         USI shall indemnify, defend, save and hold harmless the LCA Parties
from and against Environmental Losses arising from or related to the USI
Businesses. The LCA Parties and their agents shall take no voluntary,
non-required action whose primary purpose is to increase or accelerate the
timing or cost of USI's indemnity obligations under this Section 3.2; provided,
however, that any action necessary to comply with an Environmental Law or any
action to sell or finance a facility, company, subsidiary or division thereof or
any investigation conducted in connection with such a sale or closure of a
facility shall in no event be deemed an action to increase or accelerate the
timing or cost of USI's indemnity obligations hereunder.

         Section 3.3. Indemnification by LCA. Subject to the provisions of
Section 3.4, Section 3.19 and Sections 3.5 through 3.9, LCA shall, without any
further responsibility or liability of, or recourse to, any of the USI Parties,
absolutely and irrevocably be solely liable and responsible for the LCA
Liabilities. None of the USI Parties shall be liable to any of the LCA Parties
for any reason whatsoever on account of any LCA Liabilities.

         LCA shall indemnify, defend, save and hold harmless each of the USI
Parties from and against all claims, liabilities, obligations, losses, costs,
costs of defense (as and when incurred, and including reasonable outside
attorneys' and consultants' fees), expenses, fines, charges, penalties,
allegations, demands, damages (including, but not limited to actual, foreseen or
unforeseen, known or unknown, but excluding consequential and punitive damages
to the extent prohibited by law), settlements, awards or judgments of any kind
or nature whatsoever (all of which are hereinafter collectively referred to as
the "USI Damages"), arising out of (i) the LCA Liabilities, (ii) the breach by
the LCA Parties of any of their obligations under this Agreement or any
agreement executed at the Closing thereunder and (iii) any misrepresentation or
breach of representation or warranty of LCA contained in this Agreement, which
representations and warranties are to survive indefinitely.

         USI Damages with respect to which, but only to the extent that, any
proceeds are received by USI, or by any of its Subsidiaries or Affiliates, from
any third party insurance policy (and are non-reimbursable by USI or any of its
Subsidiaries or Affiliates under any self insurance policy), shall not be the
subject of indemnification under this Agreement.

        Section 3.4. Environmental Losses of USI Parties. The USI Parties'
sole remedy with regard to any Environmental Losses shall be governed by the
terms of this Section 3.4. All other remedies are hereby expressly waived.

         LCA shall indemnify, defend, save and hold harmless the USI Parties
from and against Environmental Losses arising from or related to the LCA
Businesses. The USI Parties and their agents shall take no voluntary,
non-required action whose primary purpose is to increase or accelerate the
timing or cost of LCA's indemnity obligations under this Section 3.4; provided,
however, that any action necessary to comply with an Environmental Law or any
action to sell or finance a facility, company, subsidiary or division thereof or
any investigation conducted in connection with such a sale or closure of a
facility shall in no event be deemed an action to increase or accelerate the
timing or cost of LCA's indemnity obligations hereunder.

         Section 3.5. Third Party Claims. In the event a claim, demand, action
or proceeding is brought by a third party (other than with respect to Taxes) in
which the liability as

                                      -17-



<PAGE>


between a USI Liability and a LCA Liability is determined after trial in any
judgment, award or decree to be joint or concurrent and in which the entitlement
to indemnification hereunder is not readily determinable or if no judgement
exists and the allocation of such liability or entitlement is unknown (e.g., a
settlement), the parties shall negotiate in good faith in an effort to agree, as
between USI and LCA, on the proper allocation of such liability or entitlement
to indemnification, as well as the proper allocation of the costs of any joint
defense or settlement pursuant to Section 3.19 all in accordance with the
provisions of, and the principles set forth in, this Agreement. In the absence
of any such agreement, such allocation of liability, entitlement to
indemnification and allocation of costs shall be subject to ultimate resolution
between USI and LCA pursuant to Article V.

         Section 3.6. Future Business Relationships. It is acknowledged that
after the Distribution Date the parties may have arms-length negotiated business
relationships, which relationships will be described in contracts, agreements
and other documents entered into in the normal course of business. Such
documents may include agreements by the parties and their Affiliates and
Subsidiaries to supply materials, products, services and leases after the
Distribution Date. Such business relationships shall not be subject to the
indemnity provisions hereof, unless the parties expressly agree to the contrary
in the agreements governing such relationships.

         Section 3.7. Insurance Policies. The rights and obligations of USI and
LCA with respect to the insurance policies covering the businesses, entities,
operations, assets and properties of LCA and its Subsidiaries are set forth in
the Assumption Agreement between USI and LCA, dated as of ____, 2001.

         Section 3.8. Letters of Credit. It is acknowledged and agreed that if,
after the Distribution Date, there shall be a drawdown on any letter of credit
which is either (a) guaranteed by USI or one of USI's Subsidiaries for any of
the LCA Businesses, or (b) issued by USI or one of USI's Subsidiaries for any of
the LCA Businesses, then within five (5) business days of such drawdown, LCA
shall reimburse, or cause one of its Subsidiaries to reimburse, USI or USI's
Subsidiary, as the case may be, for such amount drawn to the extent such drawn
amount is in satisfaction of a liability or obligation of a LCA Business.

         Section 3.9. Notice. If, as the result of any Litigation and Claims,
any person entitled to a defense and/or indemnification under this Agreement
(the "Indemnified Party") determines that it is or may be entitled to a defense
or indemnification by LCA or USI, as the case may be (the "Indemnifying Party"),
under this Agreement:

         (a) The Indemnified Party shall deliver promptly to the Indemnifying
Party a written notice and demand for a defense or indemnification, specifying
the basis for the claim for defense and/or indemnification, the nature of the
claim, and if known, the amount for which the Indemnified Party reasonably
believes it is entitled to be indemnified. Nothing in this subparagraph shall be
interpreted to invalidate any claim by the Indemnified Party to be entitled to
indemnification, except to the extent that the Indemnifying Party can show that
it is actually prejudiced by the failure of the Indemnified Party to deliver
such notice.

                                      -18-




<PAGE>



         (b) The Indemnifying Party shall have the right, exercisable by written
notice to the Indemnified Party within 30 days from receipt of the notice
requesting indemnification, to either: (A) assume the defense of, litigate or
control the settlement of any Litigation and Claim which involves (and continues
to involve) solely monetary damages; (B) pay the claim in immediately available
funds; (C) reserve its rights pending negotiations under Section 3.19; or (D)
object in accordance with Section 3.10. This 30-day period may be extended by
agreement of the parties. Nothing in this subparagraph shall be interpreted to
abrogate or delay a party's obligation to provide the other with a defense under
this Agreement.

         Section 3.10. Failure to Provide Notice. The Indemnifying Party may
object to the claim for defense and/or indemnification set forth in any notice;
provided, however, that if the Indemnifying Party does not give the Indemnified
Party written notice setting forth its objection to such claim (or the amount
thereof if reasonably determinable) and the grounds therefor within the same
30-day period (or any extended period), the Indemnifying Party shall be deemed
to have acknowledged its liability to provide a defense and the Indemnified
Party may exercise any and all of its rights under applicable law to obtain such
defense and the Indemnified Party shall be reimbursed by the Indemnifying Party
for the reasonable attorneys' fees and other reasonable expenses incurred in
obtaining such defense. Any objection to a claim for a defense or
indemnification shall be resolved in accordance with Article V.

         Section 3.11. Right to Defense. The right to a defense or
indemnification under this Agreement applies only insofar as defense and
indemnification are not provided for by insurance. Nevertheless, the potential
availability of insurance coverage to USI or LCA shall not relieve the other
party of its obligations for defense or indemnification hereunder, or delay
either party's obligation to the other to assume a defense or pay any sums due
hereunder.

         Section 3.12. Payment. Payments due to an Indemnified Party under this
Agreement shall carry interest from the date on which the Indemnified Party
became entitled to indemnification until the date of actual payment (whether
before or after judgment) at the prime rate charged by The Chase Manhattan Bank
to its corporate customers in effect during such period.

         Section 3.13. Set-offs. Payments due to be made under this Agreement
shall be free and clear of all set-offs or counterclaims whatsoever, except as
may be required by law.

         Section 3.14. Taxes. Payments due to be made under this Agreement shall
not include the amount by which any Taxes for which the Indemnified Party would
have been accountable or liable to be assessed are (i) actually reduced prior to
payment falling due hereunder or (ii) likely to be reduced subsequent to payment
falling due hereunder in the reasonable opinion of the Indemnified Party acting
in good faith in the light of the circumstances prevailing at the time of
delivery of written notice in accordance with Section 3.9. The reduction of any
payments in accordance with this Section 3.14 shall be made without regard to
the time value of money.

         Section 3.15. Other Agreements. The parties to this Agreement may enter
into agreements or other arrangements providing for the set-off of payments due
to be made by way of indemnification to both USI and LCA.

                                      -19-




<PAGE>


         Section 3.16. Defense of Third-Party Claims.

         (a) If the Indemnified Party's claim for indemnification is based,
under this Agreement, on a claim, demand, investigation, action or proceeding,
judicial or otherwise, brought by a third party, and the Indemnifying Party does
not object under Section 3.10 hereof, the Indemnifying Party shall, within the
30-day period (or any extended period) referred to in Section 5.1(b) above,
assume and conduct the defense of such third-party claim at its sole cost and
expense (thereafter designated as the "Case Handler"), with attorneys employed
by the Indemnifying Party and reasonably acceptable to the Indemnified Party;
provided that (i) the third-party claim solely seeks (and continues to seek)
monetary damages and (ii) the Indemnifying Party expressly agrees in writing
that as between the Indemnifying Party and the Indemnified Party, the
Indemnifying Party shall be solely obligated to satisfy and discharge the
third-party claim (the conditions set forth in clauses (i) and (ii) are
collectively referred to as "Litigation Conditions"). The Indemnifying Party or
the Indemnified Party, as the case may be, may retain attorneys of its own
choosing to participate in (but not control) the defense of any third-party
claim which the other is defending at its sole cost and expense, provided,
however, that the Indemnified Party shall have the right to employ counsel to
represent such Indemnified Party if, in such Indemnified Party's reasonable
judgement, a conflict of interest between such Indemnified Party and the
Indemnifying Party exists in respect of such claim which would make
representation of both such parties by one counsel inappropriate, and in such
event the fees and expenses of such separate counsel shall be paid by the
Indemnifying Party.

         (b) Notwithstanding the foregoing, the Indemnifying Party shall not be
entitled to assume the defense of any Third Party Claim (and shall be liable for
the fees and expenses of counsel incurred by the Indemnified Party in defending
such third party Claim) if the third party claim seeks an order, injunction or
other equitable relief or relief for other than money damages against the
Indemnified Party which the Indemnified Party reasonably determines, after
conferring with its counsel, cannot be separated from any related claim for
money damages. If such equitable relief or other relief portion of the third
party claim can be so separated from that for money damages, the Indemnifying
Party shall be entitled to assume the defense of the portion relating to money
damages (provided, the Indemnifying Party shall indemnify the Indemnified Party
for the fees and expenses of counsel incurred by Indemnified Party in defending
such portion of the claim seeking relief for other than money damages).

         Section 3.17. Further Liability. If the Indemnifying Party has assumed
the defense of a third-party claim as provided in Section 3.16, the Indemnifying
Party will not be liable for any legal expenses subsequently incurred by the
Indemnified Party in connection with the defense thereof; provided, however,
that if (i) the Litigation Conditions cease to be met, or (ii) the Indemnifying
Party fails to take reasonable steps necessary to defend diligently such
third-party claim, the Indemnified Party may assume its own defense, and the
Indemnifying Party will be liable for all reasonable costs or expenses paid or
incurred in connection therewith. If the Indemnifying Party assumes the defense
of any such third-party claim, the Indemnifying Party may settle or compromise
the claim without the prior consent of the Indemnified Party so long as all
present and future claims relating to the compromised claim against the
Indemnified Party (i) are irrevocably and unconditionally released in full and
(ii) do not involve the grant of any injunctive or equitable relief.

                                      -20-



<PAGE>



         Section 3.18. Payments. The Indemnifying Party shall pay to the
Indemnified Party in immediately available funds the amount for which the
Indemnified Party is entitled to be indemnified within 30 days after the
settlement or compromise of such third-party claim or the judgment of a court of
competent jurisdiction (or within such longer period as agreed to by the
parties). If the Indemnifying Party does not assume the defense of any such
third-party claim, the Indemnifying Party shall be bound by the result obtained
with respect thereto by the Indemnified Party, except that the Indemnifying
Party has the right to contest that it is obligated to the Indemnified Party
under the terms of this Agreement, provided the Indemnifying Party shall have
raised its objection in a timely manner under Section 3.10, and prior to any
settlement or result, the Indemnifying Party shall have the right to consent to
such settlement or result, which consent shall not be unreasonably withheld.

         Section 3.19. Joint Liability. In the event a claim, demand, action or
proceeding is brought by a third party (other than with respect to Taxes) in
which the liability as between an LCA Liability and a USI Liability is alleged
to be joint and in which the entitlement to indemnification hereunder is not
readily determinable, the parties shall cooperate in a joint defense. Such joint
defense shall be under the general management and supervision of the party which
is expected to bear the greater share of the liability, and which will be
considered the Case Handler, unless otherwise agreed; provided, however, that
neither party shall settle or compromise any such joint defense matter without
the written consent of the other. The costs of such joint defense, any
settlement and any award or judgment (unless the award or judgment specifies
otherwise) shall be borne as the parties may agree; or in the absence of such
agreement, such costs shall be borne by the party incurring such costs, subject
to ultimate resolution between LCA and USI pursuant to Article V.

         Section 3.20. Cooperation. The LCA Parties and USI Parties shall use
reasonable efforts to cooperate with one another fully and in a timely manner in
connection with the defense of any Pending LCA Litigation, New LCA Litigation,
Pending USI Litigation, New USI Litigation or any other actual or threatened
claim, including the pursuit of any rights pursuant to indemnity agreements
under the definition of USI Liabilities in the Distribution Agreement.

         Section 3.21. Litigation Records. Such cooperation shall include,
without limitation, making available to the other party, during normal business
hours and upon reasonable notice, all books, records and information
("Litigation Records"), officers and employees (without substantial interruption
of employment) insofar as such Litigation Records and officers and employees are
reasonably necessary in connection with any actual or threatened claim,
investigation, audit, action or proceeding; provided, however, that no party
shall be under any obligation by reason of this Section 3.21 to make available
any of the foregoing persons or Litigation Records in connection with any action
commenced or threatened against such party.

         Section 3.22. Expenses. The party requesting access to Litigation
Records or officers and employees pursuant to Section 3.21 shall bear all
reasonable out-of-pocket expenses (except reimbursement of salaries and employee
benefits) incurred by the other party in connection with providing such
Litigation Records or officers and employees.

                                      -21-



<PAGE>



         Section 3.23. Confidentiality. The party providing Litigation Records
under Section 3.21 may elect, upon a reasonable basis and within a reasonable
time, to designate all or a portion of the Litigation Records as confidential or
proprietary. If Litigation Records are so designated, the party receiving them
will treat them as it would its own confidential or proprietary information and
will take all reasonable steps to protect and safeguard the Litigation Records
while in its own custody and will attempt to shield such information from
disclosure by motions to quash, motions for a protective order, redaction or
other appropriate actions.

                                   ARTICLE IV

                              ACCESS TO INFORMATION

         Section 4.1. Provision of Corporate Records.

         (a) Except when a longer period is required by law or is specifically
provided for herein or in any Ancillary Agreement, each of USI, the USI Group,
LCA or the LCA Group (in the respective case the "Group") shall cause the
members of its Group over which it has legal or effective direct of indirect
control, to retain, for a period of at least six years following the
Distribution Date, all material information (including, without limitation,
all material books and records relating to such Group and its operations prior
to the Distribution Date. Notwithstanding the foregoing, any party hereto may
offer in writing to deliver to the other parties all or a portion of such
information as it relates to members of the offering party's Group and, if such
offer is accepted in writing within 90 days after receipt thereof, the offering
party shall promptly arrange for the delivery of such information (or copies
thereof) to each accepting party (at the expense of such accepting party). If
such offer is not so accepted, the offered information may be destroyed or
otherwise disposed of by the offering party at any time thereafter in accordance
with such party's program of document maintenance and retention.

         (b) Other than in circumstances in which indemnification is sought
pursuant to Article III (in which event the provisions of such Article will
govern), after the Distribution Date, upon the prior written request by LCA for
specific and identified agreements, documents, books, records or files
(collectively, "Records") which relate to (x) LCA or the conduct of the LCA
Businesses up to the Effective Time, or (y) any Ancillary Agreement to which USI
and LCA are parties, as applicable, USI shall arrange, as soon as reasonably
practicable following the receipt of such request, for the provision of
appropriate copies of such Records (or the originals thereof if LCA has a
reasonable need for such originals) in the possession or control of USI or any
of its Subsidiaries, but only to the extent such items are not already in the
possession or control of LCA.

         (c) Other than in circumstances in which indemnification is sought
pursuant to Article III (in which event the provisions of such Article will
govern), after the Distribution Date, upon the prior written request by USI for
specific and identified Records which relate to (x) USI or USI Businesses up to
the Effective Time, or (y) any Ancillary Agreement to which LCA and USI are
parties, as applicable, LCA shall arrange, as soon as reasonably practicable
following the receipt of such request, for the provision of appropriate copies
of such Records (or the originals thereof if USI has a reasonable need for such
originals) in the possession or control of LCA, but only to the extent such
items are not already in the possession or control of USI.

         Section 4.2. Access to Information. Other than in circumstances in
which indemnification is sought pursuant to Article III (in which event the
provisions of such Article will govern), from and after the Distribution Date,
each of USI and LCA shall afford to the other and its authorized accountants,
counsel and other designated representatives reasonable access during normal
business hours, subject to appropriate restrictions for classified, privileged
or confidential information, to the personnel, properties, books and records of
such party and its Subsidiaries insofar as such access is reasonably required by
the other party and relates to (x) such other party or the conduct of its
business prior to the Effective Time or (y) any Ancillary Agreement to which
each of the party requesting such access and the party requested to grant such
access are parties.

         Section 4.3. Reimbursement; Other Matters. Except to the extent
otherwise contemplated by any Ancillary Agreement, a party providing Records or
access to information to

                                      -22-



<PAGE>



the other party under this Article IV shall be entitled to receive from the
recipient, upon the presentation of invoices therefor, payments for such
amounts, relating to supplies, disbursements and other out-of-pocket expenses,
as may be reasonably incurred in providing such Records or access to
information, as well as reimbursements on a per diem basis for the reasonable
costs of any personnel reasonably utilized by the party providing Records or
access to information under this Article IV to respond to the relevant request.

         Section 4.4. Confidentiality. Each of (i) USI and its Subsidiaries and
(ii) LCA and its Subsidiaries shall not use or permit the use of (without the
prior written consent of the other) and shall keep, and shall cause its
consultants and advisors to keep, confidential all information concerning the
other parties in its possession, its custody or under its control (except to the
extent that (A) such information has been in the public domain through no fault
of such party or (B) such information has been later lawfully acquired from
other sources by such party or (C) this Agreement or any other Ancillary
Agreement or any other agreement entered into pursuant hereto permits the use or
disclosure of such information) to the extent such information (w) relates to or
was acquired during the period up to the Effective Time, (x) relates to any
Ancillary Agreement, (y) is obtained in the course of performing services for
the other party pursuant to any Ancillary Agreement, or (z) is based upon or is
derived from information described in the preceding clauses (w), (x) or (y), and
each party shall not (without the prior written consent of the other) otherwise
release or disclose such information to any other person, except such party's
auditors and attorneys, unless compelled to disclose such information by
judicial or administrative process or unless such disclosure is required by law
or applicable exchange rule or regulation and such party has notified the other
affected party or parties prior to such disclosure.

         Section 4.5. Privileged Matters. The parties hereto recognize that
legal and other professional services that have been and will be provided on or
prior to the Distribution Date have been and will be rendered for the benefit of
each of USI, and LCA, and that each of USI, and LCA should be deemed to be the
client for the purposes of asserting all privileges which may be asserted under
applicable law. To allocate the interests of each party in the information as to
which any party is entitled to assert a privilege, the parties agree as follows:

         (a) USI shall be entitled, in perpetuity, to control the assertion or
waiver of all privileges in connection with privileged information which relates
solely to the USI Businesses, whether or not the privileged information is in
the possession of or under the control of USI or LCA. USI shall also be
entitled, in perpetuity, to control the assertion or waiver of all privileges in
connection with privileged information that relates solely to the subject matter
of any claims constituting USI Liabilities, now pending or which may be asserted
in the future, in any lawsuits or other proceedings initiated against or by USI,
whether or not the privileged information is in the possession of or under the
control of USI or LCA.

         (b) LCA shall be entitled, in perpetuity, to control the assertion or
waiver of all privileges in connection with privileged information which relates
solely to the LCA Businesses, whether or not the privileged information is in
the possession of or under the control of USI or LCA. LCA shall also be
entitled, in perpetuity, to control the assertion or waiver of all privileges in
connection with privileged information which relates solely to the subject
matter of any claims constituting LCA Liabilities, now pending or which may be
asserted in the future, in any

                                      -23-



<PAGE>



lawsuits or other proceedings initiated against or by LCA whether or not the
privileged information is in the possession of or under the control of USI or
LCA.

         (c) The parties hereto agree that they shall have a shared privilege,
with equal right to assert or waive, subject to the restrictions in this Section
4.5, with respect to all privileges not allocated pursuant to the terms of
Sections 4.5(a) and (b). All privileges relating to any claims, proceedings,
litigation, disputes, or other matters which involve both USI and LCA in respect
of which both parties retain any responsibility or liability under this
Agreement, shall be subject to a shared privilege among them.

         (d) No party hereto may waive any privilege which could be asserted
under any applicable law, and in which the other party hereto has a shared
privilege, without the consent of the other party, except to the extent
reasonably required in connection with any litigation with third-parties or as
provided in subsection (e) below. Consent shall be in writing, or shall be
deemed to be granted unless written objection is made within twenty (20) days
after notice upon the other party requesting such consent.

         (e) In the event of any litigation or dispute between or among any of
the parties hereto, any party and a Subsidiary of another party hereto, or a
Subsidiary of one party hereto and a Subsidiary of another party hereto, either
such party may waive a privilege in which the other party has a shared
privilege, without obtaining the consent of the other party, provided that such
waiver of a shared privilege shall be effective only as to the use of
information with respect to the litigation or dispute between the parties and/or
their Subsidiaries, and shall not operate as a waiver of the shared privilege
with respect to third parties.

         (f) If a dispute arises between or among the parties hereto or their
respective Subsidiaries regarding whether a privilege should be waived to
protect or advance the interest of any party, each party agrees that it shall
negotiate in good faith, shall endeavor to minimize any prejudice to the rights
of the other parties, and shall not unreasonably withhold consent to any request
for waiver by another party. Each party hereto specifically agrees that it will
not withhold consent to waiver for any purpose except to protect its own
legitimate interests.

         (g) Upon receipt by any party hereto or by any Subsidiary thereof of
any subpoena, discovery or other request which arguably calls for the production
or disclosure of information subject to a shared privilege or as to which
another party has the sole right hereunder to assert a privilege, or if any
party obtains knowledge that any of its or any of its Subsidiaries' current or
former directors, officers, agents or employees have received any subpoena,
discovery or other requests which arguably calls for the production or
disclosure of such privileged information, such party shall promptly notify the
other party or parties of the existence of the request and shall provide the
other party or parties a reasonable opportunity to review the information and to
assert any rights it or they may have under this Section 4.5 or otherwise to
prevent the production or disclosure of such privileged information.

         (h) The transfer of all Records and other information pursuant to this
Agreement is made in reliance on the agreement of USI and LCA, as set forth in
Sections 4.4 and 4.5, to maintain the confidentiality of privileged information
and to assert and maintain all applicable privileges. The access to information
being granted pursuant to Sections 4.1 and 4.2 hereof, the

                                      -24-



<PAGE>



agreement to provide witnesses and individuals pursuant to Sections 2.8 and 3.3
hereof, the furnishing of notices and documents and other cooperative efforts
contemplated by Section 3.3 hereof, and the transfer of privileged information
between and among the parties and their respective Subsidiaries pursuant to this
Agreement shall not be deemed a waiver of any privilege that has been or may be
asserted under this Agreement or otherwise.

         Section 4.6. Ownership of Information. Any information owned by one
party or any of its Subsidiaries that is provided to a requesting party pursuant
to Article III or this Article IV shall be deemed to remain the property of the
providing party. Unless specifically set forth herein, nothing contained in this
Agreement shall be construed as granting or conferring rights of license or
otherwise in any such information.

         Section 4.7. Other Agreements Providing for Exchange of Information.
The rights and obligations granted under this Article IV are subject to any
specific limitations, qualifications or additional provisions on the sharing,
exchange or confidential treatment of information set forth in any Ancillary
Agreement.

                                   ARTICLE V

                               DISPUTE RESOLUTION

         Section 5.1. Negotiation. In the event of a controversy, dispute or
claim arising out of, in connection with, or in relation to the interpretation,
performance, nonperformance, validity or breach of this Agreement or otherwise
arising out of, or in any way related to this Agreement or the transactions
contemplated hereby, including, without limitation, any claim based on contract,
tort, statute or constitution (but excluding any controversy, dispute or claim
arising out of any agreement relating to the use or lease of real property if
any third party is a party to such controversy, dispute or claim) (collectively,
"Agreement Disputes"), the general counsels of the parties shall negotiate in
good faith for a reasonable period of time to settle such Agreement Dispute,
provided such reasonable period shall not, unless otherwise agreed by the
parties in writing, exceed 30 days from the time the parties began such
negotiations; provided further that in the event of any arbitration in
accordance with Section 6.2 hereof, the parties shall not assert the defenses of
statute of limitations and laches arising for the period beginning after the
date the parties began negotiations hereunder, and any contractual time period
or deadline under this Agreement or any Ancillary Agreement to which such
Agreement Dispute relates shall not be deemed to have passed until such
Agreement Dispute has been resolved.

         Section 5.2. Arbitration. If after such reasonable period such general
counsels are unable to settle such Agreement Dispute (and in any event, unless
otherwise agreed in writing by the parties, after 60 days have elapsed from the
time the parties began such negotiations), such Agreement Dispute shall be
determined, at the request of any party, by arbitration conducted in New York
City, before and in accordance with the then-existing American Arbitration Rules
of the American Arbitration Association (the "Rules"). In any dispute between
the parties hereto, the number of arbitrators shall be three. Any judgment or
award rendered by the arbitrators shall be final, binding and nonappealable
(except upon grounds specified in 9 U.S.C. Section 10(a) as in effect on the
date hereof). If the parties are unable to agree on the arbitrators, the
arbitrators shall be selected in accordance with the Rules. Any

                                      -25-



<PAGE>


controversy concerning whether an Agreement Dispute is an arbitrable Agreement
Dispute, whether arbitration has been waived, whether an assignee of this
Agreement is bound to arbitrate, or as to the interpretation of enforceability
of this Article VI shall be determined by the arbitrators. In resolving any
dispute, the parties intend that the arbitrators apply the substantive laws of
the State of New York, without regard to the choice of law principles thereof.
The parties intend that the provisions to arbitrate set forth herein be valid,
enforceable and irrevocable. The parties agree to comply with any award made in
any such arbitration proceeding that has become final in accordance with the
Rules and agree to enforcement of or entry of judgment upon such award, by any
court of competent jurisdiction, including (a) the Supreme Court of the State of
New York, New York County, or (b) the United States District Court for the
Southern District of New York, in accordance with Section 6.17 hereof. The
arbitrators shall be entitled, if appropriate, to award any remedy in such
proceedings, including, without limitation, monetary damages, specific
performance and all other forms of legal and equitable relief; provided,
however, the arbitrators shall not be entitled to award punitive damages.
Without limiting the provisions of the Rules, unless otherwise agreed in writing
by or among the parties or permitted by this Agreement, the parties shall keep
confidential all matters relating to the arbitration or the award, provided such
matters may be disclosed (i) to the extent reasonably necessary in any
proceeding brought to enforce the award or for entry of a judgment upon the
award and (ii) to the extent otherwise required by law. Notwithstanding Article
32 of the Rules, the party other than the prevailing party in the arbitration
shall be responsible for all of the costs of the arbitration, including legal
fees and other costs specified by such Article 32. Nothing contained herein is
intended to or shall be construed to prevent any party, in accordance with
Article 22(3) of the Rules or otherwise, from applying to any court of competent
jurisdiction for interim measures or other provisional relief in connection with
the subject matter of any Agreement Disputes.

         Section 5.3. Continuity of Service and Performance. Unless otherwise
agreed in writing, the parties will continue to provide service and honor all
other commitments under this Agreement and each Ancillary Agreement during the
course of dispute resolution pursuant to the provisions of this Article VI with
respect to all matters not subject to such dispute, controversy or claim.

                                   ARTICLE VI

                                  MISCELLANEOUS

         Section 6.1. Complete Agreement; Construction. This Agreement,
including the Schedules and Exhibits, and the Ancillary Agreements shall
constitute the entire and integrated agreement between the parties with respect
to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. In the event of
any inconsistency between this Agreement and any Schedule hereto, the Schedule
shall prevail. Other than Section 2.1(g), Section 2.5, Section 4.5 and Article
VI, which shall prevail over any inconsistent or conflicting provisions in any
Ancillary Agreement, notwithstanding any other provisions in this Agreement to
the contrary, in the event and to the extent that there shall be a conflict
between the provisions of this Agreement and the provisions of any Ancillary
Agreement, such Ancillary Agreement shall control.


                                      -26-



<PAGE>



         Section 6.2. Ancillary Agreements. Subject to the last sentence of
Section 6.1, this Agreement is not intended to address, and should not be
interpreted to address, the matters specifically and expressly covered by the
Ancillary Agreements.

         Section 6.3. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
Party whose signature appears thereupon and all of which shall constitute one
and the same instrument. This Agreement shall be deemed fully executed when one
or more counterparts hereof, individually or taken together, shall bear the
signatures of each of the Parties.

         Section 6.4. Survival of Certain Provisions. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the parties
contained in this Agreement shall survive the Distribution Date.

         Section 6.5. Expenses. Except as set forth in this Agreement or any
ancillary agreement, all costs and expenses incurred on or prior to the
Distribution Date in connection with preparation, execution, delivery and
implementation of this Agreement and any ancillary agreement and the
transactions contemplated hereby (including without limitation, fees and
expenses payable to LCA and USI's financing sources, fees and expenses payable
to USI and LCA's accountants and attorneys) shall be paid by USI. Except as
otherwise set forth in this Agreement or any Ancillary Agreement, each party
shall bear its own costs and expenses incurred after the Distribution Date. Any
amount or expense to be paid or reimbursed by any party hereto to any other
party hereto shall be so paid or reimbursed promptly after the existence and
amount of such obligation is determined and demand therefor is made.

         Section 6.6. Notice. All notices and other communications hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:

                  To USI:

                  U.S. Industries, Inc.
                  101 Wood Avenue South
                  Iselin, New Jersey 08830
                  Attn: Chief Financial Officer
                  Telephone:  (732) 767-0700
                  Facsimile:  (732) 767-2208


                                      -27-



<PAGE>



                  To LCA:

                  LCA Group Inc.
                  101 Wood Avenue South
                  Iselin, New Jersey 08830
                  Attn: General Counsel
                  Telephone:  (732) 767-0700
                  Facsimile:  (732) 767-2208

         Section 6.7. Waiver. No failure or delay on the part of either party in
the exercise of any power, right or privilege arising hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any power, right
or privilege preclude the other or further exercise thereof or of any other
right, power or privilege.

         Section 6.8. Amendments. Subject to the terms of Section 6.11 hereof,
this Agreement may not be amended, modified or supplemented except by a written
agreement signed by each of the parties hereto.

         Section 6.9. Assignment. This Agreement shall not be assignable, in
whole or in part, directly or indirectly, by any party hereto without the
prior written consent of the other parties hereto, provided, however, that
either party may, without the written consent of the other, assign its rights
in this Agreement as collateral security to its senior lenders, in which event
notice shall be given to the other party. Any attempt to assign any rights
or obligations arising under this Agreement without such consent shall be void.

         Section 6.10. Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and permitted assigns.

         (b) USI or LCA (as applicable, the "Company") shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company within thirty days after any such event of succession to, assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

         Section 6.11. Termination. This Agreement (including, without
limitation, Article III hereof) may be terminated and the Distribution may be
amended, modified or abandoned at any time prior to the Distribution by and in
the sole discretion of USI without the approval of LCA or the shareholders of
USI. In the event of such termination, no party shall have any liability of any
kind to any other party or any other person. After the Distribution, this
Agreement may not be terminated except by an agreement in writing signed by the
parties; provided, however, that Article III shall not be terminated or amended
after the Distribution in respect of the third party beneficiaries thereto
without the consent of such persons.

         Section 6.12. Subsidiaries. Each of the parties hereto shall cause to
be performed, and hereby guarantees the performance of, all actions, agreements
and obligations set

                                      -28-



<PAGE>



forth herein to be performed by any Subsidiary of such party or by any entity
that is contemplated to be a Subsidiary of such party on and after the
Distribution Date.

         Section 6.13. Third Party Beneficiaries. Except as provided in Article
III relating to Indemnitees, this Agreement is solely for the benefit of the
parties hereto and their respective Subsidiaries and Affiliates and should not
be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without reference to this Agreement.

         Section 6.14. Title and Headings. Titles and headings to sections
herein are inserted for the convenience of reference only and are not intended
to be a part of or to affect the meaning or interpretation of this Agreement.

         Section 6.15. Schedules and Exhibits. The Schedules and Exhibits hereto
shall be construed with and as an integral part of this Agreement to the same
extent as if the same had been set forth verbatim herein.

         Section 6.16. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
reference to the conflict of laws provisions thereof.

         Section 6.17. Consent to Jurisdiction. Without limiting the provisions
of Article V hereof, each of the parties irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York County,
and (b) the United States District Court for the Southern District of New York,
for the purposes of any suit, action or other proceeding arising out of this
Agreement or any transaction contemplated hereby. Subject to Article V hereof,
each of the parties agrees to commence any action, suit or proceeding relating
hereto either in the United States District Court for the Southern District of
New York or if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the Supreme Court of the State of New York,
New York County. Each of the parties further agrees that service of any process,
summons, notice or document by U.S. registered mail to such party's respective
address set forth above shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has
submitted to jurisdiction in this Section 6.17. Each of the parties irrevocably
and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement or the transactions
contemplated hereby in (i) the Supreme Court of the State of New York, New York
County, or (ii) the United States District Court for the Southern District of
New York, and hereby further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.

         Section 6.18. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the

                                      -29-



<PAGE>


economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

Section 6.19. No Solicitation to Hire. Without the prior written consent of
the other party hereto, for a period of one year from the date hereof, neither
party nor any of its Affiliates will directly or indirectly solicit for hire
(as an employee, independent contractor or otherwise) any person who is
currently employed (either as an employee or consultant) by the other party,
or any of the other party's Affiliates, hereto. The term "solicit for hire"
shall not be deemed to include generalized searches through media
advertisement, employment firms or otherwise, that are not directed to
personnel employed by the other party.


                                      -30-




<PAGE>



         IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by this duly authorized representations as of this ___ day of _____,
2001.

                                        U.S. Industries, Inc.


                                        By:
                                           ----------------------------------
                                           Name:
                                           Title:

                                        LCA Group Inc.


                                        By:
                                           ----------------------------------
                                           Name:  James O'Leary
                                           Title: Chairman and Chief Executive
                                                  Officer




<PAGE>


                                  SCHEDULE 1.1

                                 LCA Businesses

                  AMV S.A. (France)
                  Architectural Area Lighting Inc.
                  Arrow Consolidated Corporation
                  Bowers Group PLC (UK)
                  Bowers Metrology Ltd. (UK)
                  Bowers Metrology UK Ltd (UK)
                  Columbia Lighting - LCA, Inc.
                  Columbia Lighting Mfg. Co.
                  Columbia Lighting Properties, Inc.
                  Columbia Lighting, Inc.
                  Columbia Materials, LLC
                  Convetry Gauge Limited (UK)
                  CV Instruments Ltd.
                  Dual-Lite Inc.
                  Dual-Lite Manufacturing, Inc.
                  Eclipse Magnetics Limited (UK)
                  Elektrokovina Svetilke d.o.o. (99.89%) (Slovenia)
                  Elektrokovina Technica d.o.o. (Slovenia)
                  Hypertechnic Engineering Sdn. Bhd. (80%) (Malaysia)
                  James Neill (New Zealand) Limited
                  James Neill Canada Inc. (Toronto)
                  James Neill Holdings Limited (Cardiff)
                  James Neill Sub Group Dormants
                  James Neill U.S.A. Inc.
                  JNU International (Australia) Pty Ltd
                  Kim Lighting Inc.
                  Knoblich-Licht Ges. mbH (Austria)
                  Lighting Corporation of America
                  Lighting Corporation of the Americas S.A. de C.V.
                         (Mexican Republic) (1 share held by Proscolite, Inc.)
                  Magnacut Ltd. (UK)
                  Markbalance plc (Cardiff)
                  Neill Tools Limited (UK)
                  Offertower plc (Cardiff)
                  Prescolite Lite Controls, Inc.
                  Prescolite, Inc.
                  Progress Lighting Inc.
                  Progress Lighting Properties, Inc.
                  Progressive Lighting Inc.
                  SAWS International Inc.
                  Siteco Beleuchtungstechnik GmbH (Germany)
                  Siteco Holdings GmbH



<PAGE>


                  Societe Neill France S.A. (France)
                  Societe Rectilor S.A. (France)
                  Spaulding Lighting, Inc.
                  Spear & Jackson Garden Products Limited
                  Spear & Jackson Holdings Limited (UK)
                  Spear & Jackson plc (UK)
                  Spear & Jackson Sub. Group Dormants
                  Spear & Jackson, Inc.
                  Spear and Jackson International Limited
                  USI G-Kapital GbR (Germany) (nominal partnership interest
                        held by USI Global Corp.)
                  Eclipse Magnetics Limited (UK)
                  Spear & Jackson Holdings Limited (UK)
                  James Neill Canada Inc. (Toronto)
                  Societe Neil France S.A. (France)
                  AMV S.A. (France)
                  Societe Rectilor S.A. (France)
                  Spear & Jackson Sub. Group Dormants
                  Spear & Jackson Garden Products Limited
                  Spear & Jackson International Limited


                                      -2-