Exhibit 4.15

LOAN AGREEMENT

|Borrower: |  | Water Pik, Inc.
Laars, Inc.
23 Corporate Plaza
Suite 246
Newport Beach, California 92660 |  | Lender: |  | U.S. Bank National Association
4100 Newport Place, Suite 120
Newport Beach, CA 92660
|--------- |  | ---------------------------------------------------------------------------------------- |  | ------- |  | ------------------------------------------------------------------------------------
|         

THIS
LOAN AGREEMENT between Water Pik, Inc., a Delaware corporation ("Water Pik") and Laars, Inc., a Delaware corporation ("Laars") (Water Pik and Laars individually and
collectively referred to in this Agreement as "Borrower") and U.S. Bank National Association (referred to in this Agreement as "Lender") is made and executed on the following terms and conditions.
Borrower has applied to Lender for (a) a loan in the amount of $8,850,000 (the "Moorpark Loan") to be secured by that certain real property owned and occupied by Laars commonly known as 6000
Condor Drive, Moorpark, California (the "Moorpark Property"), (b) a loan in the amount of $5,980,000 (the "Ft. Collins Loan") to be secured by that certain real property owned and occupied by
Water Pik commonly
known as 1730 East Prospect Road, Ft. Collins, Colorado (the "Fort Collins Property"), (c) a loan in the amount of $3,510,000 (the "Loveland Loan") to be secured by that certain real property
owned and occupied by Water Pik commonly known as 609 14th Street S.W., Loveland, Colorado (the "Loveland Property") and (d) a loan in the amount of $2,250,000 (the "Rochester
Loan") to be secured by that certain real property owned and occupied by Laars commonly known as 20 Industrial Way, Rochester, New Hampshire (the "Rochester Property"). Each of the Moorpark Loan, the
Ft. Collins Loan, the Loveland Loan and the Rochester Loan is sometimes referred to individually herein as a "Loan," and such loans are sometimes referred to herein collectively as the "Loans".
Borrower understands and agrees that: (x) in granting, renewing, or extending the Loans, Lender is relying upon Borrower's representations, warranties, and agreements, as set forth in this
Agreement; and (y) the Loans shall be and shall remain subject to the following terms and conditions of this Agreement.

TERM.This Agreement shall be effective as of October 22, 2001, and shall continue thereafter until all Indebtedness
of Borrower to Lender has been performed in full.

DEFINITIONS.The following words shall have the following meanings when used in this Agreement. Unless otherwise expressly
provided herein, each accounting term used herein shall have the meaning given it under generally accepted accounting principles in effect from time to time in the United States applied on a basis
consistent with those used in preparing the financial statements referred to herein ("GAAP"); provided, however, that each reference herein, or in the definition of any term used herein, to GAAP shall
mean GAAP as in effect on the date hereof. Terms other than accounting terms that are not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial
Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America.



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CONDITIONS PRECEDENT TO EACH ADVANCE.Lender's obligation to make a Loan hereunder shall be subject to the fulfillment to
Lender's satisfaction of all of the following conditions with respect to such Loan.



REPRESENTATIONS AND WARRANTIES.Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date
of the disbursement of proceeds of any Loan, as of the date of any renewal, extension or modification of such Loan, and at all times any Indebtedness exists, with respect to such Loan:



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AFFIRMATIVE COVENANTS.Borrower covenants and agrees with Lender that, while this Agreement is in effect, Borrower will:



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NEGATIVE COVENANTS.Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not,
without the prior written consent of Lender:



ACCESS LAWS.Exhibit F, entitled "ACCESS LAWS," is attached to this
Agreement and by this reference is made a part of this Agreement just as if all the provisions, terms and conditions of such exhibit had been fully set forth in this Agreement.

EVENTS OF DEFAULT.Each of the following shall constitute an Event of Default under this Agreement:



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EFFECT OF AN EVENT OF DEFAULT.If any Event of Default shall occur, except where otherwise provided in this Agreement or the
Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make advances
of Loans or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that (i) in the case of an
Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional and (ii) in the case of an Event of Default that occurs when
the Indebtedness or any of the obligations of Borrower to Lender are secured by real property, Lender shall give notice as required in the Deed of Trust. In addition, Lender shall have all the rights
and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and
may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies.

NOTICE TO AND RIGHTS OF AGENT.Lender shall provide to Agent (as defined in the Existing Credit Agreement) notice of any and
all Defaults and Events of Default under this Agreement and rights to cure as provided in the Intercreditor Agreement.

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MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a part of this Agreement:



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[signature
pages follow]

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EACH BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT, AND EACH BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF OCTOBER 22,
2001.

|BORROWER:                               |  |                                                                                                         
|--------------------------------------- |  | --------------------------------------------------------------------------------------------------------
|Water Pik, Inc., a Delaware corporation |  |                                                                                                         
|By:                                     |  | /s/VICTOR C. STREUFERTVictor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer
|Laars, Inc., a Delaware corporation     |  |                                                                                                         
|By:                                     |  | /s/VICTOR C. STREUFERTVictor C. Streufert
Vice PresidentFinance,
Chief Financial Officer, and
Treasurer
|LENDER:                                 |  |                                                                                                         
|U.S. Bank National Association          |  |                                                                                                         
|By:                                     |  | /s/RICHARD M. MCNIVENRichard M. McNiven, Vice President                                                 

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EXHIBIT A        Moorpark Property Legal Description

Lot 7 of Tract No. 3492, in the City of Moorpark, County of Ventura, State of California, as per Map recorded in Book 95, Pages 30, 31 and 32 of Maps, in
the office of the County Recorder of said County.

EXCEPT
the interest reserved by James E. Hendry and Abigail W. Hendry, in deed recorded May 11, 1956 as Document No. 20236, Book 1404, Page 262 of Official Records, as
follows:

"Reserving
unto grantors herein, from the remainder of said land, 50% of all oil, gas, hydrocarbon in all forms and all other minerals and mineral rights, whether metallic or
non-metallic in and under said land, but without the right to use or disturb the said land within 500 feet of the surface thereof for the purpose of mining, drilling and/or exploring said
land for oil, gas, hydrocarbon or other minerals and removing the same therefrom."

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EXHIBIT B        Ft. Collins Property Legal Description

PARCEL
1:

LOT
1,
TELEDYNE AQUA TEC SUBDIVISION,
COUNTY OF LARIMER,
STATE OF COLORADO.

PARCEL
2:

A
TRACT OF LAND SITUATE IN THE SOUTHEAST 1/4 OF SECTION 18, TOWNSHIP 7 NORTH, RANGE 68 WEST OF THE SIXTH P.M., WHICH BEGINS AT A POINT WHICH BEARS NORTH 88 DEGREES 59 MINUTES 40
SECONDS EAST 593.01 FEET, AND AGAIN NORTH 1118.54 FEET FROM THE SOUTH 1/4 CORNER OF SAID SECTION 18, AND RUN THENCE NORTH 99.96 FEET;
THENCE ALONG THE ARC OF A 382.14 FOOT RADIUS CURVE TO THE LEFT A DISTANCE OF 156.29 FEET, THE LONG CHORD OF WHICH BEARS NORTH 11 DEGREES 43 MINUTES WEST 155.20 FEET;
THENCE NORTH 23 DEGREES 26 MINUTES WEST 98.77 FEET;
THENCE ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT A DISTANCE OF 33.88 FEET, THE LONG CHORD OF WHICH BEARS NORTH 15 DEGREES 23 MINUTES 14 SECONDS EAST 31.34 FEET;
THENCE ALONG THE ARC OF A 302.02 FOOT RADIUS CURVE TO THE LEFT A DISTANCE OF 48.01 FEET, THE LONG CHORD OF WHICH BEARS NORTH 49 DEGREES 39 MINUTES 14 SECONDS EAST 47.96 FEET;
THENCE NORTH 45 DEGREES 06 MINUTES EAST 195.02 FEET;
THENCE ALONG THE ARC OF A 25.00 FOOT RADIUS CURVE TO THE RIGHT A DISTANCE OF 40.82 FEET, THE LONG CHORD OF WHICH BEARS SOUTH 88 DEGREES 07 MINUTES 45 SECONDS EAST 36.43 FEET;
THENCE ALONG THE ARC OF A 915.00 FOOT RADIUS CURVE TO THE RIGHT A DISTANCE OF 595.72 FEET, THE LONG CHORD OF WHICH BEARS SOUTH 22 DEGREES 42 MINUTES 25 SECONDS EAST 585.29 FEET;
THENCE SOUTH 89 DEGREES 56 MINUTES 40 SECONDS WEST 374.58 FEET TO THE POINT OF BEGINNING,

COUNTY
OF LARIMER,
STATE OF COLORADO.

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EXHIBIT C        Loveland Property Legal Description

TRACT
1,
BIG THOMPSON INDUSTRIAL PARK,
EXCEPTING THEREFROM THAT PORTION BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:

THAT
PORTION OF THE SOUTHEAST QUARTER OF SECTION 23,
TOWNSHIP 5 NORTH,
RANGE 69 WEST OF THE 6TH P.M.,
COUNTY OF LARIMER, STATE OF COLORADO,
DESCRIBED AS FOLLOWS:

BEGINNING
AT THE SOUTHEAST CORNER OF THE SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 23;
THENCE ALONG THE SOUTH LINE OF SAID SECTION 23 SOUTH 89 DEGREES 57 MINUTES 44 SECONDS WEST, 63.46 FEET TO THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF THE EXISTING COUNTY ROAD;
THENCE ALONG SAID PROLONGATOIN AND WESTERLY LINE NORTH 0 DEGREES 20 MINUTES 26 SECONDS WEST, 450.00 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF BEGINNING BEING ON THE EAST LINE OF SAID
TRACT 1;
THENCE CONTINUING ALONG SAID WESTERLY LINE NORTH 0 DEGREES 20 MINUTES 26 SECONDS WEST, 10.00 FEET;
THENCE SOUTH 89 DEGREES 39 MINUTES 34 SECONDS WEST, 20.00 FEET;
THENCE SOUTH 0 DEGREES 20 MINUTES 26 SECONDS EAST, 10.00 FEET;
THENCE SOUTH 89 DEGREES 39 MINUTES 34 SECONDS EAST, 20.00 FEET TO THE TRUE POINT OF BEGINNING,
BEING A PORTION OF TRACT 1,
BIG THOMPSON INDUSTRIAL PARK,
CITY OF LOVELAND,
COUNTY OF LARIMER,
STATE OF COLORADO.

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EXHIBIT D        Rochester Property Legal Description[attached]

A
certain tract or parcel of land, with the buildings thereon, situated in Rochester, Strafford County, New Hampshire on the southwesterly sideline of Industrial Way,
so-called (such road being shown as "Proposed Road" on a plan entitled "Subdivision of Land, Ten Rod Road Industrial Park, Rochester, N.H." dated March 1988, by Norway Plains Survey
Associates, Inc., recorded in the Strafford County Registry of Deeds as Plan 35-1 and as an unnamed road on the hereinafter mentioned plan, in Rochester, County of Strafford and
State of New Hampshire), such lot being shown as Lot No. 3 on a certain plan entitled "Lot Line Revision, Ten Rod Road Industrial Park, Rochester, N.H." dated October 1988, by Norway
Plains Survey Associations, Inc., such plan being recorded in the Strafford County Registry of Deed as Plan 35-118, and such lot being more particularly bounded and described as
follows:

BEGINNING
at a point in the southerly sideline of Industrial Way, so-called, such point being the westerly corner of Lot No. 2 as shown on the aforementioned plan;
thence running South 21 degrees 10 minutes 15 seconds East along the southwesterly boundary of Lot No.2 a distance of four hundred eighty-one and ten hundredths (481.10) feet, more or
less, to a point at land now or formerly of Public Service Co. of N.H.; thence turning and running South 40 degrees 51 minutes 11 seconds West along said land now or formerly of Public Service Co. of
N.H. a distance of six hundred eighty and no hundredths (680.00) feet, more or less, to a point in a stone wall at land now or formerly of Donald E. and Patricia A. Kelsey; thence turning and running
North 53 degrees 24 minutes 20 seconds West along the aforesaid stone wall and land now or formerly of Donald E. and Patricia A. Kelsey and land now or formerly of Charles Winkley a distance of four
hundred sixty-seven and thirty-one hundredths (467.31) feet, more or less, to a point at land now or formerly of Charles Winkley; thence turning and running North 40 degrees 18 minutes 08
seconds East along said land now or formerly of Winkley a distance of two hundred seventy-five and seventy-seven hundredths (275.77) feet, more or less, to a point; thence turning and
running North 53 degrees 33 minutes 52 second West along land now or formerly of Charles Winkley a distance of four hundred fifty-one and forty-eight hundredths (451.48) feet, more or
less, to a point, said point being the southerly corner of Lot No. 4 as shown on the aforementioned plan; thence turning and running North 40 degrees 48 minutes 10 seconds East along the
southeasterly boundary of Lot No. 4 as shown on the aforementioned plan a distance of four hundred ninety-two and forty-two hundredths (492.42) feet, more or less, to a
point; thence turning and running North 66 degrees 05 minutes 05 seconds East along the southeasterly boundary of Lot No. 4 a distance of one hundred sixty and no hundredths (160.00) feet, more
or less, to a point in the southwesterly sideline of Industrial Way, so-called, said point being the northerly corner of Lot No. 4 as shown on the aforementioned plan; thence
turning to the right and arcing to the left along a curve with a radius of three hundred forty-five and no hundredths (345.00) feet, more or less, a distance of seventy-seven and
ninety-six hundredths (77.96) feet, more or less, along the sideline of said Industrial Way to a point in the southwesterly sideline of said Industrial Way; thence arcing to the left along
a curve with a radius of four hundred five and no hundredths (405.00) feet, more or less, along the sideline of said Industrial Way a distance of three hundred seventy and no hundredths (370.00) feet,
more or less, to the point of beginning.

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EXHIBIT E        COMPLIANCE CERTIFICATE SAMPLE COPY

Date                        ,
200

U.S.
BANK NATIONAL ASSOCIATION
4100 Newport Place, Suite 120
Newport Beach, California 92660
Attention: Richard M. McNiven



Attestation:

Based
upon my review of the financial statements delivered with this certificate and the terms of the Loan Agreement, I have no knowledge of the existence of any condition or event that
constitutes a Default or an Event of Default either during or at the end of the accounting period ending                        ,
            .

In
determining compliance with the provisions of the Loan Agreement, the attached calculations were made.



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EXHIBIT F        ACCESS LAWS[attached]

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