Exhibit 4.12

AMENDMENT, WAIVER AND CONSENT AGREEMENT

THIS AMENDMENT, WAIVER AND CONSENT AGREEMENT (this "Agreement"), dated as of October 22, 2001, to the Restated Credit Agreement, dated as of
November 29, 1999 (as the same may be further amended, supplemented or modified from time to time in accordance with its terms, the "Credit Agreement"), among Water Pik, Inc., a Delaware
corporation ("Water Pik"), and Laars, Inc., a Delaware corporation ("Laars" and together with Water Pik, herein referred to as the "Borrowers"), the Guarantors named therein, the financial
institutions named therein (the "Lenders") and The Chase Manhattan Bank, as agent (the "Agent") for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings
attributed thereto in the Credit Agreement.

WHEREAS, the Borrowers have requested that the Agent and the Lenders (i) consent to the (a) refinancing of the real property
covered by the Mortgages listed on Schedule 1 annexed hereto (the "Refinanced Property") and (b) secured indebtedness in the amount of $20,600,000 incurred by the Borrowers in favor of
U.S. Bank National Association ("U.S. Bank") as a result of such refinancing (the "Refinancing"), (ii) release the Mortgages and terminate all liens on the Refinanced Property and
(iii) increase the sublimit on the Letters of Credit;

WHEREAS,pursuant to the Amendment and Waiver Agreement dated as of June 29, 2001 among the Borrowers, the Guarantors, the Lenders
and the Agent, the Agent and the Required Lenders are satisfied with the terms of the Refinancing of the Refinanced Property and the Intercreditor Agreement referred to in Section 4(b) below;

WHEREAS,the Borrowers have also requested that the Agent and the Lenders revise the Borrowing Base, and the Agent and the Lenders are
willing to take all of the aforementioned actions on the terms and conditions hereof.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the fulfillment of
the conditions set forth below, the parties hereto agree as follows:



1.1  Subject
to the satisfaction of the conditions precedent set forth in Section 4 below, the Agent and the Required Lenders hereby consent to the Refinancing of the
Refinanced Property, provided that the Net Proceeds in a minimum amount of $20,000,000 from the Refinancing are applied as set forth in Section 2.09(f) of the Credit Agreement.

1.2  Upon
the Refinancing and satisfaction of the conditions precedent in Section 4 of this Agreement, the Agent agrees to promptly deliver to the Borrowers such
documents and instruments reasonably requested by the Borrowers as shall be necessary to evidence the release of the Mortgages and the termination of all liens on the Refinanced Property under
Section 3.03 of the Credit Agreement.



2.1  The
definition of "M&E Availability" in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:



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2.2  Section 2.01
of the Credit Agreement is hereby amended by deleting "$5,000,000" in subclause (A)(ii) and substituting therefor "$10,000,000".

2.3  Section 2.17
of the Credit Agreement is hereby amended by deleting "$5,000,000" and substituting therefor "$10,000,000".

2.4  Except
for the specific amendments set forth in Sections 2.1 through 2.3 above, nothing herein shall be deemed to be an amendment of any covenant or agreement contained
in the Credit Agreement, and the Borrowers and the Loan Parties hereby agree that all of the covenants and agreements contained in the Credit Agreement are hereby ratified and confirmed in all
respects.



3.1  The
Lenders and the Agent hereby waive the provisions of Section 7.03 solely with regard to secured Indebtedness incurred by the Borrowers in connection with the
Refinancing.

3.2  Except
for the specific waivers set forth above, nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement.



Sections 1 through 3 of this Agreement shall become effective upon the execution and delivery of counterparts hereof by the parties listed below and the
fulfillment of the following conditions:



5.1  Each
of the Borrowers reaffirms and restates the representations and warranties set forth in Article IV of the Credit Agreement and all such representations and
warranties are true and correct on the date hereof with the same force and effect as if made on such date, except as they may specifically refer to an earlier date.

5.2  Except
as herein expressly amended or waived, the Credit Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with
its terms.

5.3  All
references to the Credit Agreement in the Credit Agreement, the Security Documents and the other documents and instruments delivered pursuant to or in connection
therewith shall mean the Credit Agreement as amended hereby and as the same may in the future be amended, restated, supplemented or modified from time to time.

5.4  This
Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which
shall constitute one and the

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same agreement. Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart.

5.5  THIS AGREEMENT IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK, SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

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

| |  | LAARS, INC.                                       
| |  | --------------------------------------------------
| |  | By:                                               
| |  | WATER PIK, INC.                                   
| |  | By:                                               
| |  | JANDY INDUSTRIES, INC.,
as a Guarantor            
| |  | By:                                               
| |  | WATERPIK INTERNATIONAL, INC.
as a Guarantor       
| |  | By:                                               
| |  | WATER PIK TECHNOLOGIES FOREIGN
SALES CORPORATION  
| |  | By:                                               
| |  | WATER PIK TECHNOLOGIES, INC.                      
| |  | By:                                               
| |  | THE CHASE MANHATTAN BANK,
as Agent and as a Lender
| |  | By:                                               
| |  | BANK ONE, ARIZONA, N.A., as a Lender              
| |  | By:                                               

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| |  | MELLON BANK, N.A., as a Lender             
| |  | -------------------------------------------
| |  | By:                                        
| |  |                                            
| |  | PNC BANK, NATIONAL ASSOCIATION,
as a Lender
| |  | By:                                        
| |  | UNION BANK OF CALIFORNIA, N.A., as a Lender
| |  | By:                                        

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SCHEDULE 1

Real Property Locations

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