EXHIBIT 99.2

                              SPEAR & JACKSON, INC.
                         COMPENSATION COMMITTEE CHARTER
              Adopted by the Board of Directors on January 20, 2005

Pursuant to the Bylaws of Spear & Jackson, Inc., incorporated under the laws of
the State of Nevada (the "Corporation"), the following shall constitute the
Compensation Committee Charter (the "Charter") of the board of directors of the
Corporation:

I. ORGANIZATION

There shall be constituted a standing committee of the board of directors of the
Corporation (the "Board") to be known as the compensation committee (the
"Compensation Committee").

II. COMPOSITION AND SELECTION

The Compensation Committee shall be comprised of three or more directors. Each
of the members of the Compensation Committee shall satisfy the independence
requirements of the Securities and Exchange Commission as then in effect.

The members of the Compensation Committee shall be appointed by the Board, and
may be removed by the Board. The members of the Compensation Committee shall
serve for one year or until their successors are duly elected and qualified. The
full Board shall elect a Chairman of the Compensation Committee. If a Chairman
is not elected by the full Board, the members of the Compensation Committee
shall designate a Chairman by majority vote of the full Committee. The duties
and responsibilities of Compensation Committee members contained herein shall be
in addition to those duties otherwise required for members of the Board.

III. STATEMENT OF PURPOSE

The Compensation Committee is appointed by the Board to discharge the Board's
responsibilities relating to compensation of the Corporation's directors and
officers. The Committee has overall responsibility for approving and evaluating
the director and officer compensation plans, policies and programs of the
Corporation.

The Compensation Committee is responsible for producing a report on executive
compensation as required by the Securities and Exchange Commission to be
included in the Corporation's proxy statement.

IV. COMMITTEE OBJECTIVES

The Compensation Committee's primary objectives include serving as an
independent and objective party to review the compensation of the Corporation's
directors and officers, and evaluating and approving director and officer
compensation plans, policies and programs.

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V. COMMITTEE AUTHORITY AND RESPONSIBILITIES

The Compensation Committee shall have the sole authority to retain and terminate
any compensation consultant to be used to assist in the evaluation of director,
chief executive officer ("CEO") or senior executive compensation and shall have
sole authority to approve the consultant's fees and other retention terms.

The Compensation Committee also shall have authority to obtain advice and
assistance from internal or external legal, accounting or other advisors.

The Compensation Committee may form and delegate authority to subcommittees when
appropriate. Any such subcommittee must be composed entirely of directors who
satisfy the independence requirements of the Securities and Exchange Commission
as then in effect. The Compensation Committee shall:

         1. Review and approve annually corporate goals and objectives relevant
to CEO compensation; evaluate the CEO's performance in light of those goals and
objectives; either as a committee or together with the other independent
directors (as directed by the Board), determine and approve the CEO's
compensation level based on this evaluation; and, in determining its
recommendations regarding CEO compensation, the Compensation Committee shall
consider the Corporation's performance and relative shareholder return, the
compensation levels of CEOs at comparable companies and the compensation
approved for the CEO in past years;

         2. Review and make recommendations to the Board annually with respect
to the compensation of all directors, officers and other key executives;

         3. Make recommendations to the Board with respect to non-CEO
compensation, incentive compensation plans and equity-based plans;

         4. Review and approve annually, for the CEO and the senior executives
of the Corporation, (a) the annual base salary level; (b) the annual incentive
opportunity level; (c) the long-term incentive opportunity level; (d) employment
agreements, severance arrangements, and change in control agreements/provisions,
in each case as, when and if appropriate; and (e) any special or supplemental
benefits;

         5. Make regular reports to the Board;

         6. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval; and

         7. Annually review its own performance.

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VI. MEETINGS

The Compensation Committee shall meet as often as may be deemed necessary or
appropriate in its judgment and that of the Board. The Chairman or a majority of
the members of the Compensation Committee may call meetings of the Committee
upon reasonable notice to all members of the Committee. Following each meeting,
the Compensation Committee shall report to the Board at the next regularly
scheduled Board meeting, or sooner, as circumstances may dictate.

VII. CONSISTENCY WITH ARTICLES

To the extent that any provision or section of this Charter may be inconsistent
with any article, provision or section of the Articles of Incorporation or the
Bylaws of the Corporation, the Articles of Incorporation or the Bylaws, as
appropriate, shall fully control.

VIII. CERTIFICATION

This Compensation Committee Charter was duly approved and adopted by the Board
of the Corporation on the 20th day of January, 2005

/s/ John R. Harrington, Jr.
Acting Chairman

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