0000950103-06-001755 Sample Contracts

Contract
Stock Purchase Agreement • July 12th, 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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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 12th, 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”).

AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 12th, 2006 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York

AMENDMENT No. 2 dated as of July 10, 2006 (“Amendment No. 2”) to the Stock Purchase Agreement dated as of March 27, 2006 (the “Original Stock Purchase Agreement”), as amended by Amendment dated as of May 4, 2006 (“Amendment No. 1 ” and, together with the Original Stock Purchase Agreement, the “Current 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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