SPECTRUM
      BRANDS, INC.

    


    8
      1/2% SENIOR SUBORDINATED NOTES DUE 2013

    


    
      
        

      

    

     

    FIFTH
      SUPPLEMENTAL INDENTURE

    Dated
      as of March 29, 2007

    


    to

    


    INDENTURE

    Dated
      as of September 30, 2003

    


    
      

    

    


    U.S.
      BANK 

    NATIONAL
      ASSOCIATION,

    as
      Trustee 


    


    
      
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIFTH
      SUPPLEMENTAL INDENTURE


     

    FIFTH
      SUPPLEMENTAL INDENTURE (this “Fifth Supplemental
      Indenture”),
      dated
      as of March 29, 2007 among Spectrum Brands, Inc., a Wisconsin corporation
      (formerly, Rayovac Corporation) (the “Company”),
      the
      Guarantors (as defined in the Indenture referred to herein) and U.S. Bank
      National Association, as Trustee (the “Trustee”).

     

    WITNESSETH

     

    WHEREAS,
      the Company and the Guarantors have heretofore executed and delivered to the
      Trustee an indenture, dated as of September 30, 2003, as supplemented by the
      Supplemental Indenture dated as of October 24, 2003, the Second Supplemental
      Indenture dated as of January 20, 2005, the Third Supplemental Indenture dated
      as of February 7, 2005 and the Fourth Supplemental Indenture dated as of May
      3,
      2005 (the “Indenture”),
      providing for the issuance of the Company’s 8 1/2% Senior Subordinated Notes due
      2013 (the “Notes”);
      and

     

    WHEREAS,
      the Company has offered to exchange the Notes for new Variable Rate Toggle
      Senior Subordinated Notes due 2013 (the “Offer”)
      and
      have solicited the consents of the Holders to certain amendments to the
      provisions of the Indenture and a waiver of certain alleged or existing
      defaults, pursuant to the Offering Circular and Consent Solicitation Statement,
      dated March 16, 2007 (the “Offering
      Circular”);
      and

     

    WHEREAS,
      pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute
      and deliver this Fifth Supplemental Indenture;

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt of which is hereby acknowledged, the Company, the
      Guarantors and the Trustee mutually covenant and agree for the equal and ratable
      benefit of the Holders of the Notes as follows:

     

    
      1.       Capitalized
        Terms.
        Capitalized terms used herein without definition shall have the meanings
        assigned to them in the Indenture.

    

     

    2.  Amendments.
      Subject
      to paragraph
      9
      hereof,
      the Indenture is hereby amended as follows:

     

    
      	
            	(a)	
              Section
                4.03, the covenant entitled “Reports,” shall be amended in its entirety to
                read “SECTION 4.03. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(b)	
              Section
                4.04, the covenant entitled “Compliance Certificate,” shall be amended in
                its entirety to read “SECTION 4.04. Intentionally
                Omitted.”;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (c)

            	
              Section
                4.05, the covenant entitled “Taxes,” shall be amended in its entirety to
                read “SECTION 4.05. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(d)	
              Section
                4.06, the covenant entitled “Stay, Extension and Usury Laws,” shall be
                amended in its entirety to read “SECTION 4.06. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(e)	
              Section
                4.07, the covenant entitled “Restricted Payments,” shall be amended in its
                entirety to read “SECTION 4.07. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(f)	
              Section
                4.08, the covenant entitled “Dividend and Other Payment Restrictions
                Affecting Restricted Subsidiaries,” shall be amended in its entirety to
                read “SECTION 4.08. Intentionally Omitted.”
;

            


    

     

    
      	
            	(g)	
              Section
                4.09, the covenant entitled “Incurrence of Indebtedness and Issuance of
                Preferred Stock,” shall be amended in its entirety to read “SECTION 4.09.
                Intentionally Omitted.”;

            


    

     

    
      	
            	(h)	
              Section
                4.10, the covenant entitled “Asset Sales,” shall be amended in its
                entirety to read “SECTION 4.10. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(i)	
              Section
                4.11, the covenant entitled “Transactions with Affiliates,” shall be
                amended in its entirety to read “SECTION 4.11. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(j)	
              Section
                4.12, the covenant entitled “Liens,” shall be amended in its entirety to
                read “SECTION 4.12. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(k)	
              Section
                4.13, the covenant entitled “Corporate Existence,” shall be amended in its
                entirety to read “SECTION 4.13. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(l)	
              Section
                4.14, the covenant entitled “Offer to Repurchase Upon Change of Control,”
                shall be amended in its entirety to read “SECTION 4.14. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(m)	
              Section
                4.15, the covenant entitled “Limitation on Senior Subordinated Debt,”
                shall be amended in its entirety to read “SECTION 4.15. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(n)	
              Section
                4.16, the covenant entitled “Designation of Restricted and Unrestricted
                Subsidiaries,” shall be amended in its entirety to read “SECTION 4.16.
                Intentionally Omitted.”;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (o)

            	
              Section
                4.17, the covenant entitled “Payments for Consent,” shall be amended in
                its entirety to read “SECTION 4.17. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(p)	
              Section
                4.18, the covenant entitled “Business Activities,” shall be amended in its
                entirety to read “SECTION 4.18. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(q)	
              Section
                4.19, the covenant entitled “Limitation on Issuances and Sales of Equity
                Interests in Restricted Subsidiaries,” shall be amended in its entirety to
                read “SECTION 4.19. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(r)	
              Section
                4.20, the covenant entitled “Additional Note Guarantees,” shall be
                amended
                in
                its entirety to read “SECTION 4.20. Intentionally
                Omitted.”;

            


    

     

    
      	
            	(s)	
              Section
                5.01, entitled
                “Merger, Consolidation, or Sale of Assets,” shall
                be amended
                in
                its entirety to read “SECTION 5.01 Intentionally Omitted.”; 

            


    

     

    
      	
            	(t)	
              Section
                5.02, entitled “Successor Corporation Substituted,” shall be amended in
                its entirety to read “SECTION 5.02. Intentionally Omitted.”;
                and

            


    

     

    
      	
            	(u)	
              Subsections
                (v) and (vi) of Section 6.01 relating to “Events of Default,” shall be
                amended in their entirety to read “(v) Intentionally Omitted” and “(vi)
                Intentionally Omitted.”

            


    

     

    Nothing
      in this Supplemental Indenture shall be deemed to delete any provision from
      the
      Indenture to the extent that it is required or deemed to be included by
      operation of the TIA.

     

    3.  Waiver.
      Subject
      to paragraph
      9
      hereof,
      to the fullest extent permitted by the Indenture, any Alleged Default (as
      defined in the Offering Circular) is hereby waived.

     

    4.  GOVERNING
      LAW.
      THE
      INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE
      THIS
      FIFTH SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
      OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
      JURISDICTION WOULD BE REQUIRED THEREBY.

     

    5.  Severability.
      In case
      any provision of this Fifth Supplemental Indenture shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    6.  Counterparts.
      The
      parties may sign any number of copies of this Supplemental Indenture. Each
      signed copy shall be an original, but all of them together represent the same
      agreement. Delivery of an executed counterpart of a signature page to this
      Supplemental Indenture by facsimile or electronic PDF shall be effective as
      delivery of a manually executed counterpart of this Supplemental
      Indenture.

     

    7.  No
      Modification.
      Except
      as expressly waived, amended or supplemented hereby, the Indenture is in all
      respects ratified and confirmed and all the terms, conditions and provisions
      thereof shall remain in full force and effect. This Fifth Supplemental Indenture
      shall form a part of the Indenture for all purposes, and every Holder shall
      be
      bound hereby and entitled to the benefits hereof.

     

    8.  Effect
      of Headings.
      The
      Section headings herein are for convenience only and shall not affect the
      construction hereof.

     

    9.  Effectiveness.
      This
      Fifth Supplemental Indenture shall become effective on and as of the date and
      time that the counterparts hereto shall have been executed and delivered by
      each
      of the parties hereto (the “Effective
      Time”).
      On or
      after the Effective Time, on the earliest date that Exchange Consideration
      (as
      defined in the Offering Circular) has been issued pursuant to the Offer, the
      Fifth Supplemental Indenture will become operative as of the date
      hereof.

     

    10.   
      Trustee.
      The
      Trustee shall not be responsible in any manner whatsoever for or in respect
      of
      the validity or sufficiency of this Fifth Supplemental Indenture or for or
      in
      respect of the recitals contained herein, all of which recitals are made solely
      by the Guarantors and the Company.


    


    [Remainder
      of this Page Intentionally Left Blank]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
      Indenture to be duly executed and attested, all as of the date first above
      written.

    
      	 	 	 
	 	TETRA
              HOLDING
              (US), INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              James T. Lucke
	 	
              

              
                Name:
                  James T. Lucke

              

            
	 	Title:
               Assistant
              Secretary


    

     

    
      	 	 	 
	 	ROV
              HOLDING,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	Title:
              Vice
              President


    

     

    
      
        
          	 	 	 
	 	ROVCAL,
                  INC.
	 
 	 
 	 
 
	
                	By:  	/s/
                  Randall J. Steward 
	 	
                  

                  Name:
                     Randall
                    J. Steward

                
	 	Title:
                   Vice
                  President and
                  Treasurer


        

      

    

     

    
      	 	 	 
	 	
              UNITED
                INDUSTRIES CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Executive
                Vice President, Treasurer and

              Chief
                Financial Officer

            



      	 	 	 
	 	
              SCHULTZ
                COMPANY

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Officer

            


    

     

    
      	 	 	 
	 	
              SPECTRUM
                NEPTUNE US HOLDCO CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:  Vice
                President, Treasurer and Chief

              Financial
                Officer

            


    

     

    [Signature
      Page to Fifth Supplemental
      Indenture]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 
	 	
              UNITED
                PET GROUP, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Officer

            


    

     

    
      	 	 	 
	 	
              DB
                ONLINE, LLC

            
	 	
              By:
                United Pet Group, Inc., Its Sole Member

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              
                Financial
                  Officer

              

            

     

    
      	 	 	 
	 	
              SOUTHERN
                CALIFORNIA FOAM, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Officer

            




    
      	 	 	 
	 	
              AQUARIA,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                  J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Office

            


    

    


    
      	 	 	 
	 	
              AQUARIUM
                SYSTEMS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Office

            

    

    
      	 	 	 
	 	
              PERFECTO
                MANUFACTURING, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Vice
                President, Treasurer and Chief

              Financial
                Office

            


    

     

    [Signature
      Page to Fifth Supplemental
      Indenture]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	 	 
	 	
              SPECTRUM
                BRANDS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward 
	 	
              

              Name:
                 Randall
                J. Steward

            
	 	
              Title:
                 Executive
                Vice President and Chief

              Financial
                Officer

            



      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, AS
                TRUSTEE

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Richard Proksoch
	 	
              

              Name:
                Richard Prokosch

            
	 	
              Title:
                 Vice
                President 

            


    

         

    [Signature
      Page to Fifth Supplemental
      Indenture]