0000950103-06-001217 Sample Contracts

JOINT FILING AGREEMENT
Joint Filing Agreement • May 5th, 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 4th day of May, 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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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 5th, 2006 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York

AMENDMENT dated as of May 4, 2006 to the Stock Purchase Agreement dated as of March 27, 2006 (the “Stock Purchase Agreement”) by and between the United Pacific Industries Limited (the “Purchaser”) and Jacuzzi Brands, Inc. and USI American Holdings, Inc. (collectively, the “Seller”).

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