0000950103-06-000585 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 27th, 2006 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York

THIS STOCK PURCHASE AGREEMENT (“Agreement”) dated as of March 23, 2006 by and between UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation (“Purchaser”); and JACUZZI BRANDS, INC., a Delaware corporation and USI AMERICAN HOLDINGS, INC. (successor-in-interest to USI Global Corp.), a Delaware corporation and wholly-owned subsidiary of Jacuzzi Brands, Inc. (collectively “Seller”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • March 27th, 2006 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Shares of the Issuer. This Joint Filing Agreement shall be included as an exhibit to such joint filing. In evidence thereof, each of the undersigned being duly authorized, hereby execute this Agreement this 27th day of March, 2006. This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.

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