EXHIBIT 99.1

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

I. Purpose

This Audit Committee charter (the "Charter") is adopted by the Board of
Directors (the "Board") of Spear & Jackson, Inc. ("S&J" or the "Company") to
assist the Board and the Audit Committee of the Board (the "Audit Committee") in
the performance of their responsibilities.

The Audit Committee is appointed by the Board to assist the Board in discharging
its oversight responsibilities relating to accounting, reporting, and financial
practices of the Company and its subsidiaries by monitoring:

(1) These practices, generally.
(2) The integrity of the Company's financial statements.
(3) The Company's compliance with legal and regulatory requirements.
(4) The independent auditor's qualifications and independence and
(5) The performance of the Company's internal audit function and independent
    auditors.

The Audit Committee has the sole authority to appoint (subject to stockholder
ratification), retain, compensate, evaluate and, where appropriate, replace the
independent auditor and to approve all permissible non-audit engagements with
the independent auditors. The Company's independent auditor is directly
accountable to the Audit Committee and the Board, as representatives of the
Company's stockholders. In addition, the Audit Committee shall have the
authority to retain special legal, accounting or other consultants to advise or
assist the Audit Committee and shall receive appropriate funding, as determined
by the Audit Committee, from the Company to compensate such advisors. The Audit
Committee may request such special consultants, any officer or employee of the
Company or the Company's outside counsel or independent auditor to attend a
meeting of the Audit Committee or to meet with any members of, or consultants
to, the Audit Committee. The Audit Committee may also meet with the Company's
investment bankers or financial analysts who follow the Company.

II. Composition and Meetings

Composition.

The Audit Committee shall have a minimum of three directors, each of whom shall
meet the experience and independence requirements of the Securities and Exchange
Commission ("SEC") and applicable law. Each member of the Audit Committee shall
be financially literate, as such qualification is interpreted by the Board, and
at least one member of the Audit Committee shall have employment experience
sufficient to qualify such member as an "audit committee financial expert," as
such term is defined by rules or regulations adopted by the Securities and
Exchange Commission (the "Commission") and by the NASDAQ, each as amended from
time to time. The Board shall appoint the members of the Audit Committee, upon
recommendation of the Nominating and Corporate Governance Committee.

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Meetings.

The Audit Committee shall meet as frequently as circumstances require, but no
less than quarterly. In addition, the Audit Committee shall meet, at least
quarterly, with the Company's chief financial officer, the Company's principal
accounting officer and the Company's independent auditor in separate executive
sessions to discuss any matters required by law to be discussed in executive
session or that the Audit Committee or each of these groups believes should be
discussed privately. The Audit Committee shall record minutes of each meeting.

III. Responsibilities

The Audit Committee's responsibility is oversight, and the Board recognizes that
the Company's management is responsible for preparing the Company's financial
statements. Additionally, the Board recognizes that the Company's management, as
well as the independent auditor, have more knowledge and specific information
about the Company and its financial statements and performance than do the
members of the Audit Committee. Consequently, in carrying out its oversight
responsibilities the Audit Committee shall not be charged with, and is not
providing, any expert or special assurance as to the Company's financial
statements or any professional certification as to the independent auditor's
work. The Audit Committee's responsibilities shall include those set forth in
this Charter as well as any specific responsibilities set forth in applicable
law or any rules or regulations adopted by the Commission, the Public Company
Accounting Oversight Board or the NASDAQ (the "Regulatory Standards"). If any
provision of this Charter is deemed to be inconsistent with any of the
Regulatory Standards so adopted, such Regulatory Standard(s) shall apply in lieu
of the provision(s) of this Charter. In addition, the Audit Committee shall
comply with Commission and NASDAQ requirements governing the inclusion of Audit
Committee reports in the Company's proxy statements.

IV. Specific Functions

The following functions shall be the recurring activities of the Audit Committee
in carrying out its oversight responsibility. These functions are set forth as a
guide with the understanding that the Audit Committee may diverge from this
guide to comply with any Regulatory Standards or otherwise as appropriate given
the circumstances. The Audit Committee shall:

         1. Make regular reports to the Board.

         2. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval. The Charter will be
included as an appendix to the annual stockholders' meeting proxy statement once
every three years or in the next annual stockholders' meeting proxy statement
after any significant amendment to the Charter.

         3. Establish a procedure for conducting an annual performance
evaluation of the Audit Committee.

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         4. Create an internal audit function.

         5. Review the Company's annual audited financial statements with
management and the independent auditor, including major issues regarding
accounting and auditing principles and practices as well as the adequacy of
internal controls that could significantly affect the Company's financial
statements, including the Company's disclosures under "Management Discussion and
Analysis of Financial Condition and Results of Operation."

         6. Discuss the Company's earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies,
giving attention to any use of "pro forma," "adjusted" or "non-GAAP financial
measures."

         7. Review an analysis prepared by management and the independent
auditor of significant reporting issues and judgments made in connection with
the preparation of the Company's financial statements, including an analysis of
(i) the Company's critical accounting policies and practices, (ii) the effect of
alternative GAAP methods on the Company's financial statements, including
without limitation, the ramifications of such alternatives and the treatment
preferred by the independent auditor, (iii) any other material written
communications between the independent auditor and management, and (iv) a
description of any transaction as to which management obtained Statement on
Auditing Standards No. 50 letters.

         8. Review with management and the independent auditor the effect of
regulatory and accounting initiatives as well as off-balance sheet structures on
the Company's financial statements.

         9. Prepare the "Audit Committee Report" required by the rules of the
Commission to be included in the Company's annual proxy statement.

         10. Review with management and the independent auditor the Company's
quarterly financial statements prior to the release of quarterly earnings,
including the results of the independent auditors' review of the quarterly
financials. These discussions may be held with the Audit Committee as a whole or
with the Audit Committee chair or other designated member of the Audit Committee
in person or by telephone.

         11. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor, principal
accounting officer or management.

         12. Review with management a report on the Company's certification
process for periodic reports required by applicable law. Discuss with management
on a quarterly basis or as otherwise required any significant deficiencies in
internal controls and any fraud involving employees of the Company who play a
major role in the internal audit structure.

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         13. Select, evaluate and, where appropriate, recommend to stockholders
the ratification of the appointment of the independent auditor, which firm shall
be ultimately accountable to the Audit Committee and the Board.

         14. Review the experience, qualifications, performance and independence
of the senior members of the independent auditor team.

         15. Obtain and review, at least annually, a report by the independent
auditor describing: (1) the quality control or peer procedures of the
independent auditor; (2) any material issues raised by the most recent internal
quality-control review of the independent auditor or by any inquiry or
investigation by governmental or professional authorities, within the preceding
five years, respecting one or more independent audits carried out by the
independent auditor, and any steps taken to deal with any such issues; (3) all
relationships between the independent auditor and the Company; and (4) any other
relationships that may adversely affect the independence of the auditor.

         16. Approve the fees to be paid to the independent auditor for audit
services.

         17. Pre-approve the retention of the independent auditor for any
permissible non-audit service and the fee for such service prior to the
performance thereof. Subject to any Regulatory Standards that may be adopted
from time to time, certain nonaudit services and the fees to be paid in
connection therewith may be ratified and approved after the performance thereof
by the Audit Committee chair or other designated member of the Audit Committee
provided (1) the aggregate amount of all such non-audit services is less than
five percent (5%) of the total amount of revenues paid by the Company to the
independent auditor during the fiscal year in which such services are provided,
(2) such services were not recognized by the Company at the time of engagement
to be non-audit services, (3) such services are promptly brought to the
attention of the Audit Committee and approved, in the manner set forth above,
prior to the completion of the audit and (4) the ratification of any non-audit
services in this manner is disclosed in the Company's periodic reports.

         18. Receive periodic reports from the independent auditor regarding the
auditor's independence consistent with Independent Standards Board Standard
Number 1 or any other Regulatory Standards, discuss such reports with the
auditor, consider whether the provision of non-audit services is compatible with
maintaining the auditor's independence and, if so determined by the Audit
Committee, recommend that the Board take appropriate action to satisfy itself of
the independence of the independent auditor.

         19. Evaluate together with the Board, at least annually, the
performance of the independent auditor and whether it is appropriate to adopt a
policy of rotating independent auditors on a regular basis. If so determined by

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the Audit Committee, replace the independent auditor in accordance with such
policy or applicable Regulatory Standards.

         20. Establish policies and procedures for the rotation of the Company's
lead audit partner every five years or as otherwise may be required pursuant to
Regulatory Standards which may be adopted from time to time.

         21. Recommend to the Board guidelines for the Company's hiring of
employees of the independent auditor who were engaged in the Company's account,
taking into account any applicable laws and Regulatory Standards.

         22. Discuss with the national office of the independent auditor issues
on which it was consulted by the Company's audit team and matters of audit
quality and consistency.

         23. Obtain from the independent auditor assurance that no illegal acts
that would have a direct and material effect on the determination of financial
statement amounts have been discovered in the course of the audit which would
implicate Section 10A of the Securities and Exchange Act of 1934.

         24. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct of
the audit.

         25. Establish procedures for the receipt, retention and treatment of
complaints received by the Company or the Audit Committee regarding accounting,
internal accounting controls, or auditing matters; and the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

         26. Review with the independent auditor any problems or difficulties
the auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should include:

                  A. Any difficulties encountered in the course of the audit
         work, including any restrictions on the scope of activities or access
         to required information and any disagreements with management.

                  B. Any changes required in the planned scope of the internal
         audit.

                  C. The internal audit department responsibilities, budget and
         staffing.

         27. Review the appointment of the principal accounting officer.

         28. Meet periodically with management to review the Company's major
financial risk exposures, including, without limitation, policies with respect
to risk assessment and risk management, and the steps management has taken to
monitor and control such exposures.

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         29. Advise the Board with respect to the Company's policies and
procedures regarding compliance with applicable laws and Regulatory Standards.

         30. Obtain reports from management, the Company's principal accounting
officer and the independent auditor that the Company's subsidiary entities are
in conformity with applicable legal requirements, including any Regulatory
Standards, including disclosures of insider and affiliated party transactions.

         31. Review with management and the independent auditor any
correspondence with regulators or governmental agencies, any such complaints
received by the Company or the Audit Committee and any employee submissions or
published reports which raise material issues regarding the Company's financial
statements or accounting policies. Review with the Company's legal counsel any
legal matters that may have a material impact on the financial statements, the
Company's compliance policies and any material reports or inquiries received
from regulators or governmental agencies.

CERTIFICATION

This Audit 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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