AGREEMENT

                                   AGREEMENT


         The undersigned, USA Detergents, Inc., a Delaware corporation (the
"Company"), and Xxxxxxxxx X. Xxxxx, an individual ("Xxxxx"), hereby agree as
follows:

         1. The Company desires to retain the services of Xxxxx for the next
three years, commencing on January 1, 1998, to assist the Company in exploring
the possibility of strategic and/or financing alternatives for the Company,
which may include any of the following: (i) the sale by the Company of any of
its securities, whether debt or equity, to any person, entity or group of
persons or entities, in one transaction or a series of related transactions, or
any other form of investment in the Company (in one transaction or a series of
related transactions) by any person, entity or group; or (ii) the
reorganization, merger, combination, share exchange or consolidation of the
Company with or into another corporation or the merger, reorganization,
combination, share exchange or consolidation of another corporation into the
Company; or (iii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all
the assets of the Company to any person, entity or group of persons or
entities; or (iv) any transaction, financing or issuance of securities which is
of a similar nature to any of the foregoing or which Xxxxx in his discretion
believes may be appropriate for the Company to consider.

         2. Xxxxx agrees to so assist the Company for the next three years.
Xxxxx shall devote such time and attention in the performance of his services
hereunder, as Xxxxx in his discretion deems necessary and/or appropriate.

         3. In consideration of the sum of $175,000 and of the services to be
provided by Xxxxx as provided above, the Company hereby grants to Xxxxx a
warrant to purchase 350,000 shares of the common stock, $.01 par value per
share, of the Company, in the form attached hereto as Exhibit A, at a per share
purchase price of $7.875, being the closing price of the Common Stock on the
Nasdaq National Market on the date hereof. The $175,000 purchase price for the
Warrant may be paid, at Xxxxx'x option, in cash or by delivery of a promissory
note in the form attached hereto as Exhibit B.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 26th day of December, 1997.


                                                  USA Detergents, Inc.


                                             By:  /s/ Uri Evan
                                                  -------------------------

                                                  /s/ Xxxxxxxxx X. Xxxxx
                                                  -------------------------
                                                  Xxxxxxxxx X. Xxxxx