EXHIBIT 1.1 - PURCHASE AGREEMENT

Note Purchase Agreement

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RAYOVAC CORP

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Title: EXHIBIT 1.1 - PURCHASE AGREEMENT
Governing Law: New York Date: 1/24/2005
Industry: Electronic Instr. and Controls Law Firm: Shearman & Sterling LLP; Skadden, Arps, Slate, Meagher & Flom LLP Sector: Technology

EXHIBIT 1.1

Rayovac Corporation,

ROV Holding, Inc.

and

Rovcal, Inc.

$700,000,000

7 3/8% Senior Subordinated Notes due 2015

PURCHASE AGREEMENT

dated January 21, 2005

Banc of America Securities LLC

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

ABN AMRO Incorporated

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<TABLE>

Table of Contents

SECTION 1. Representations and Warranties.........................................................2

(a) No Registration Required....................................................................3

(b) No Integration of Offerings or General Solicitation.........................................3

(d) The Offering Memorandum.....................................................................3

(e) Incorporated Documents......................................................................3

(f) The Purchase Agreement......................................................................4

(g) The Registration Rights Agreement...........................................................4

(h) The DTC Agreement...........................................................................4

(i) Authorization of the Securities and the Exchange Securities.................................4

(j) Authorization of the Indenture..............................................................5

(k) Description of the Securities, Exchange Securities and the Indenture........................5

(l) No Material Adverse Change..................................................................5

(m) Independent Accountants.....................................................................5

(n) Preparation of the Financial Statements.....................................................6

(o) Incorporation and Good Standing of the Company and its Subsidiaries.........................6

(p) Capitalization and Other Capital Stock Matters..............................................6

(q) Non-Contravention of Existing Instruments; No Further Authorizations

or Approvals Required.......................................................................7

(r) No Material Actions or Proceedings..........................................................7

(s) Intellectual Property Rights................................................................7

(t) All Necessary Permits, etc..................................................................8

(u) Title to Properties.........................................................................8

(v) Tax Law Compliance..........................................................................8

(w) Company Not an "Investment Company".........................................................8

(x) Insurance...................................................................................8

(y) No Price Stabilization or Manipulation......................................................9

(z) Solvency....................................................................................9

(aa) No Unlawful Contributions or Other Payments.................................................9

(bb) Company's Accounting System.................................................................9

(cc) Compliance with Environmental Laws..........................................................9

(dd) Periodic Review of Costs of Environmental Compliance.......................................10

(ee) ERISA Compliance...........................................................................10

(ff) No Default in Senior Indebtedness..........................................................10

(gg) New Senior Credit Agreement................................................................10

(hh) Regulation S...............................................................................11

SECTION 2. Purchase, Sale and Delivery of the Securities.........................................11

(a) The Securities.............................................................................11

(b) The Closing Date...........................................................................11

(d) Delivery of Offering Memorandum to the Initial Purchasers..................................12

(e) Initial Purchasers as Qualified Institutional Buyers.......................................12

SECTION 3. Additional Covenants..................................................................12

(a) Initial Purchasers' Review of Proposed Amendments and Supplements..........................12

(b) Amendments and Supplements to the Offering Memorandum and Other

Securities Act Matters.....................................................................12

(d) Blue Sky Compliance........................................................................13

(e) Use of Proceeds............................................................................13

(f) The Depositary.............................................................................13

(g) Additional Issuer Information..............................................................13

(h) Agreement Not to Offer or Sell Additional Securities.......................................13

(i) Future Reports to the Initial Purchasers...................................................13

(j) No Integration.............................................................................14

(k) Legended Securities........................................................................14

(l) PORTAL.....................................................................................14

SECTION 4. Payment of Expenses...................................................................14

SECTION 5. Conditions of the Obligations of the Initial Purchasers...............................15

(a) Accountants' Comfort Letter................................................................15

(b) No Material Adverse Change or Ratings Agency Change........................................15

(d) Opinion of Counsel for the Initial Purchasers..............................................15

(e) Opinions of Counsel for Certain of the Guarantors..........................................15

(f) Officers' Certificate......................................................................15

(g) Bring-down Comfort Letter..................................................................16

(h) PORTAL Listing.............................................................................16

(i) Registration Rights Agreement..............................................................16

(j) Concurrent Transactions....................................................................16

(k) Notice of Redemption.......................................................................16

(l) Notice of Termination......................................................................16

(m) Additional Documents.......................................................................16

SECTION 6. Reimbursement of Initial Purchasers' Expenses.........................................17

SECTION 7. Offer, Sale and Resale Procedures.....................................................17

SECTION 8. Indemnification.......................................................................18

(a) Indemnification of the Initial Purchasers..................................................18

(b) Indemnification of the Company, the Guarantors, their Directors and Officers...............19

(d) Settlements................................................................................20

SECTION 9. Contribution..........................................................................20

SECTION 10. Termination of this Agreement.........................................................21

SECTION 11. Representations and Indemnities to Survive Delivery...................................22

SECTION 12. Notices...............................................................................22

SECTION 13. Successors............................................................................23

SECTION 14. Partial Unenforceability..............................................................23

SECTION 15. Governing Law Provisions..............................................................23

SECTION 16. Default of One or More of the Several Initial Purchasers..............................23

SECTION 17. General Provisions....................................................................24

SCHEDULES, EXHIBITS AND ANNEX

SCHEDULE A - Initial Purchasers

SCHEDULE B - Subsidiaries

EXHIBIT A-1 - Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

EXHIBIT A-2 - Form of Tax Opinion of Skadden, Arps, Slate,

Meagher & Flom LLP

EXHIBIT A-3 - Form of Opinion of James T. Lucke

EXHIBIT A-4 - Form of Opinion of Counsel For Certain of The Guarantors

ANNEX I - Resale Procedures

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Purchase Agreement

January 21, 2005

BANC OF AMERICA SECURITIES LLC

CITIGROUP GLOBAL MARKETS INC.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

ABN AMRO INCORPORATED

As Initial Purchasers

c/o BANC OF AMERICA SECURITIES LLC

9 West 57th Street

New York, NY 10019

Ladies and Gentlemen:

Introductory. Rayovac Corporation, a Wisconsin corporation

(the "Company"), proposes to issue and sell to the several Initial Purchasers

named in Schedule A (the "Initial Purchasers"), acting severally and not

jointly, the respective amounts set forth in such Schedule A of $700,000,000

aggregate principal amount of the Company's 7 3/8% Senior Subordinated Notes

due 2015 (the "Notes"). Banc of America Securities LLC, Citigroup Global Markets

Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and ABN AMRO

Incorporated have agreed to act as the several Initial Purchasers in

connection with the offering and sale of the Notes.

The Notes will be issued pursuant to an indenture, to be

dated as of February 7, 2005 (the "Indenture"), among the Company, the

guarantors named in the Indenture (each a "Guarantor") and together the

"Guarantors", including without limitation, ROV Holding, Inc. and Rovcal, Inc.

(the "Rayovac Guarantors"), and U.S. Bank Trust National Association, as

trustee (the "Trustee"). Notes issued in book-entry form will be issued in the

name of Cede & Co., as nominee of The Depository Trust Company (the

"Depositary") pursuant to a DTC Agreement, to be dated as of the Closing Date

(as defined in Section 2) (the "DTC Agreement"), among the Company, the

Trustee and the Depositary.

The holders of the Notes will be entitled to the benefits of

a registration rights agreement, to be dated as of February 7, 2005 (the

"Registration Rights Agreement"), among the Company, the Guarantors and the

Initial Purchasers, pursuant to which each of the Company and the Guarantors

will agree to file, within 120 days of the Closing Date, a registration

statement with the Commission registering the Exchange Securities (as defined

below) under the Securities Act (as defined below).

The payment of principal, of premium and Liquidated Damages

(as defined in the Indenture), if any, and interest on the Notes and the

Exchange Notes (as defined below) will be fully and unconditionally guaranteed

on a senior subordinated basis, jointly and severally by (i) the Guarantors

and (ii) any subsidiary of the Company formed or acquired after the Closing

Date that executes an additional guarantee in accordance with the terms of the

Indenture, and their respective successors and assigns, pursuant to their

guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto

are herein collectively referred to as the "Securities"; and the Exchange

Notes and the Guarantees attached thereto are herein collectively referred to

as the "Exchange Securities".

The Notes are being issued as part of the financing of the

Company's acquisition (the "Acquisition") of all of the outstanding equity

interests of United Industries Corporation, a Delaware corporation ("United").

In connection with the Acquisition, the Company: (i) will retire the

indebtedness under the credit agreement of United dated as of January 20,

1999, as amended (the "United Credit Agreement") and the credit agreement of

the Company dated October 1, 2002, as amended (the "Rayovac Credit

Agreement"), and will enter into a new senior credit agreement (the "New

Senior Credit Agreement") consisting of a total of $1.03 billion in senior

secured credit facilities, made up of aggregate term loan facilities of $730

million and a revolving credit facility of $300 million and (ii) has commenced

a tender offer (the "Tender Offer") to acquire United's existing 9 7/8% Series

D Senior Subordinated Notes due 2009 (the "Series D Notes"). The Acquisition,

the entering into of the New Senior Credit Agreement and the retirement of the

United Credit Agreement and the Rayovac Credit Agreement, and the consummation

of the Tender Offer are hereinafter collectively referred to as the

"Concurrent Transactions." References in this Agreement to subsidiaries of the

Company shall be deemed to include United and each of its subsidiaries.

The Company understands that the Initial Purchasers propose

to make an offering of the Securities on the terms and in the manner set forth

herein and in the Offering Memorandum (as defined below) and agrees that the

Initial Purchasers may resell, subject to the conditions set forth herein, all

or a portion of the Securities to purchasers (the "Subsequent Purchasers") at

any time after the date of this Agreement. The Securities are to be offered

and sold to or through the Initial Purchasers without being registered with

the Securities and Exchange Commission (the "Commission") under the Securities

Act of 1933 (as amended, the "Securities Act," which term, as used herein,

includes the rules and regulations of the Commission promulgated thereunder),

in reliance upon exemptions therefrom. The terms of the Securities and the

Indenture will require that investors that acquire Securities expressly agree

that Securities may only be resold or otherwise transferred, after the date

hereof, if such Securities are registered for sale under the Securities Act or

if an exemption from the registration requirements of the Securities Act is

available (including the exemptions afforded by Rule 144A under the Securities

Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S")

thereunder).

The Company has prepared and delivered to each Initial

Purchaser copies of a Preliminary Offering Memorandum, dated January 14, 2005

(the "Preliminary Offering Memorandum"), and has prepared and will deliver to

each Initial Purchaser, copies of the Offering Memorandum, dated January 21,

2005 describing the terms of the Securities, each for use by such Initial

Purchaser in connection with its solicitation of offers to purchase the

Securities. As used herein, the "Offering Memorandum" shall mean, with respect

to any date or time referred to in this Agreement, the Company's Offering

Memorandum, dated January 21, 2005, including amendments or supplements

thereto and any exhibits thereto, and the Incorporated Documents (as defined

by Section 1 below) in the most recent form that has been prepared and

delivered by the Company to the Initial Purchasers in connection with their

solicitation of offers to purchase Securities. Further, any reference to the

Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to

refer to and include any Additional Issuer Information (as defined in Section

3) furnished by the Company prior to the completion of the distribution of the

Securities.

All references in this Agreement to financial statements and

schedules and other information which is "contained," "included" or "stated"

in the Offering Memorandum (or other references of like import) shall be

deemed to mean and include all such financial statements and schedules and

other information which are incorporated by reference in the Offering

Memorandum; and all references in this Agreement to amendments or supplements

to the Offering Memorandum shall be deemed to mean and include the filing of

any document under the Securities Exchange Act of 1934 (as amended, the

"Exchange Act," which term, as used herein, includes the rules and regulations

of the Commission promulgated thereunder) which is incorporated or deemed to

be incorporated by reference in the Offering Memorandum.

Each of the Company and the Rayovac Guarantors hereby

confirms its agreements with the Initial Purchasers as follows:

SECTION 1. Representations and Warranties. Each of the Company and the Rayovac

Guarantors, jointly and severally, hereby represents, warrants and covenants,

to each Initial Purchaser as follows:

(a) No Registration Required. Assuming the accuracy of the

representations and warranties of the Initial Purchasers set forth

in Section 2 hereof and compliance by the Initial Purchasers with

the procedures set forth in Section 7 hereof, it is not necessary in

connection with the offer, sale and delivery of the Securities to

the Initial Purchasers and to each Subsequent Purchaser in the

manner contemplated by this Agreement and the Offering Memorandum to

as the Exchange Securities are issued pursuant to an effective

registration statement, to qualify the Indenture under the Trust

Indenture Act of 1939, as amended (the "Trust Indenture Act," which

term, as used herein, includes the rules and regulations of the

Commission promulgated thereunder).

(b) No Integration of Offerings or General Solicitation. The Company

and the Guarantors have not, directly or indirectly, solicited any

offer to buy or offered to sell, and will not, directly or

indirectly, solicit any offer to buy or offer to sell, in the United

States or to any United States citizen or resident, any security

which is or would be integrated with the sale of the Securities in a

manner that would require the Securities to be registered under the

Securities Act. None of the Company, the Guarantors, its respective

affiliates (as such term is defined in Rule 501 under the Securities

Act) (each, an "Affiliate"), or any person acting on its or any of

their behalf (other than the Initial Purchasers, as to whom the

Company and the Rayovac Guarantors make no representation or

warranty) has engaged or will engage, in connection with the

offering of the Securities, in any form of general solicitation or

general advertising within the meaning of Rule 502 under the

Securities Act. With respect to those Securities sold in reliance

upon Regulation S: (i) none of the Company, the Guarantors, its

Affiliates, or any person acting on its or their behalf (other than

the Initial Purchasers, as to whom the Company and the Rayovac

Guarantors make no representation or warranty) has engaged or will

engage in any directed selling efforts within the meaning of

Regulation S; and (ii) each of the Company, the Guarantors, and its

Affiliates and any person acting on its or their behalf (other than

the Initial Purchasers, as to whom the Company and the Rayovac

Guarantors makes no representation or warranty) has complied and

will comply with the offering restrictions set forth in Regulation

eligible for resale pursuant and subject to Rule 144A and will not

be, at the Closing Date, of the same class as securities listed on a

national securities exchange registered under Section 6 of the

Exchange Act or quoted in a U.S. automated interdealer quotation

system.

(d) The Offering Memorandum. The Offering Memorandum as of the date

hereof does not, and at the Closing Date will not, include an untrue

statement of a material fact or omit to state a material fact

necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading;

provided that this representation, warranty and agreement shall not

apply to any statements in or omissions from the Offering Memorandum

made in reliance upon and in conformity with information furnished

to the Company in writing by any Initial Purchaser through Banc of

America Securities LLC expressly for use in the Offering Memorandum.

Each of the Preliminary Offering Memorandum and the Offering

Memorandum, as of its date, contains all the information specified

in, and meets the requirements of, Rule 144A. Neither the Company

nor any Guarantor has distributed or will distribute, prior to the

later of the Closing Date and the completion of the Initial

Purchasers' distribution of the Securities, any offering material in

connection with the offering and sale of the Securities other than

the Preliminary Offering Memorandum or the Offering Memorandum.

(e) Incorporated Documents. The Offering Memorandum as delivered

from time to time shall incorporate by reference the most recent

Annual Report of the Company on Form 10-K filed with the Commission

and each Quarterly Report of the Company on Form 10-Q, and each

Current Report of the Company on Form 8-K, filed with the Commission

since the end of the fiscal year to which such Annual Report

relates. The documents incorporated or deemed to be incorporated by

reference in the Offering Memorandum at the time they were or

hereafter are filed with the Commission (collectively, the

"Incorporated Documents") complied, or by subsequent amendment

complied, and will comply in all material respects with the

requirements of the Exchange Act. It is understood that certain

unaudited financial statements of Nu-Gro Corporation included in the

Offering Memorandum have not been subject to an independent

accountants review in accordance with the Statement on Auditing

Standards No. 100, Interim Financial Information.

(f) The Purchase Agreement. This Agreement has been duly authorized,

executed and delivered by each of the Company and the Rayovac

Guarantors.

(g) The Registration Rights Agreement. At the Closing Date, the

Registration Rights Agreement will be duly authorized, executed and

delivered by, and will be a valid and binding agreement of, each of

the Company and the Guarantors, enforceable in accordance with its

terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors

or by general equitable principles (regardless of whether

enforceability is considered in a proceeding at law or in equity)

and except as rights to indemnification under the Registration

Rights Agreement may be limited by applicable law. Pursuant to the

Registration Rights Agreement, the Company will agree to file with

the Commission, under the circumstances set forth therein, (i) a

registration statement under the Securities Act relating to another

series of debt securities of the Company with terms substantially

identical to the Notes (the "Exchange Notes") to be offered in

exchange for the Notes (the "Exchange Offer"); and (ii) to the

extent required by the Registration Rights Agreement, a shelf

registration statement pursuant to Rule 415 of the Securities Act

relating to the resale by certain holders of the Notes, and in each

case, to use its commercially reasonable efforts to cause such

registration statements to be declared effective.

(h) The DTC Agreement. On the Closing Date, the DTC Agreement will

be duly authorized, executed and delivered by, and will be a valid

and binding agreement of, the Company, enforceable in accordance

with its terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors

or by general equitable principles (regardless of whether

enforceability is considered in a proceeding at law or in equity).

(i) Authorization of the Securities and the Exchange Securities. On

the Closing Date, the Notes to be purchased by the Initial

Purchasers from the Company will be in the form contemplated by the

Indenture, will have been duly authorized for issuance and sale

pursuant to this Agreement and the Indenture and will have been duly

executed by the Company and, when authenticated in the manner

provided for in the Indenture and delivered against payment of the

purchase price therefor, will constitute valid and binding

agreements of the Company, enforceable in accordance with their

terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors

or by general equitable principles (regardless of whether

enforceability is considered in a proceeding at law or in equity)

and will be entitled to the benefits of the Indenture. The Exchange

Notes have been duly and validly authorized for issuance by the

Company, and when issued and authenticated in accordance with the

terms of the Indenture, the Registration Rights Agreement and the

Exchange Offer, will constitute valid and binding obligations of the

Company, enforceable against the Company in accordance with their

terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium, or similar laws

relating to or affecting enforcement of the rights and remedies of

creditors or by general principles of equity (regardless of whether

enforceability is considered in a proceeding at law or in equity)

and will be entitled to the benefits of the Indenture. On the

Closing Date, the Guarantees of the Notes and the Guarantees of the

Exchange Notes will be in the respective forms contemplated by the

Indenture and will have been duly authorized pursuant to this

Agreement and the Indenture. At the Closing Date, the Guarantees of

the Notes will have been duly executed by each of the Guarantors

and, when the Notes have been authenticated in the manner provided

for in the Indenture and delivered against payment of the purchase

price therefor, the Guarantees of the Notes will constitute valid

and binding agreements of the Guarantors, enforceable in accordance

with their terms, except as the enforcement thereof may be limited

by bankruptcy, insolvency, reorganization, moratorium or other

similar laws relating to or affecting the rights and remedies of

creditors or by general equitable principles (regardless of whether

enforceability is considered in a proceeding at law or in equity)

and will be entitled to the benefits of the Indenture. At the

closing date of the Exchange Offer, the Guarantees of the Exchange

Notes will have been duly executed by each of the Guarantors and,

when the Exchange Notes have been authenticated in the manner

provided for in the Indenture and delivered against receipt of the

Notes surrendered in exchange therefor, the Guarantees of the

Exchange Notes will constitute valid and binding agreements of the

Guarantors, enforceable in accordance with their terms, except as

the enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws relating to or

affecting the rights and remedies of creditors or by general

equitable principles (regardless of whether enforceability is

considered in a proceeding at law or in equity) and will be entitled

to the benefits of the Indenture.

(j) Authorization of the Indenture. At the Closing Date, the

Indenture will have been duly authorized by each of the Company and

the Guarantors, and will have been duly executed and delivered by

each of the Company and the Guarantors, and when executed and

delivered by the Trustee, will constitute a valid and binding

agreement of each of the Company and the Guarantors, enforceable

against each of the Company and the Guarantors in accordance with

its terms, except as the enforcement thereof may be limited by

bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors

or by general equitable principles (regardless of whether

enforceability is considered in a proceeding at law or in equity).

(k) Description of the Securities, Exchange Securities and the

Indenture. On the Closing Date, the Securities and the Indenture

will conform in all material respects to the respective statements

relating thereto contained in the Offering Memorandum.

(l) No Material Adverse Change. Except as otherwise disclosed in the

Offering Memorandum, subsequent to the respective dates as of which

information is given in the Offering Memorandum: (i) there has been

no material adverse change, or any development involving a

prospective material adverse change, in the condition, financial or

otherwise, or in the earnings, business or operations, whether or

not arising from transactions in the ordinary course of business, of

the Company and its subsidiaries, considered as one entity (any such

change is called a "Material Adverse Change"); (ii) the Company and

its subsidiaries, considered as one entity, have not incurred any

material liability or obligation, indirect, direct or contingent,

not in the ordinary course of business nor entered into any material

transaction or agreement not in the ordinary course of business; and

(iii) there has been no dividend or distribution of any kind

declared, paid or made by the Company or, except for dividends paid

to the Company or other subsidiaries, any of its subsidiaries on any

class of capital stock or repurchase or redemption by the Company or

any of its subsidiaries of any class of capital stock.

(m) Independent Accountants. Each of (i) KPMG LLP, who has expressed

its opinion with respect to the financial statements of the Company

(the "Company Financial Statements"), (ii) PricewaterhouseCoopers

LLP, who has expressed its opinion with respect to the financial

statements of each of United (the "United Financial Statements") and

United Pet Group Inc. (the "UPG Financial Statements"), (iii)

PricewaterhouseCoopers, Auditores Independentes, who has expressed

its opinion with respect to the financial statements of Microlite

S.A. (the "Microlite Financial Statements"), and (iii) Ernst & Young

LLP who has expressed its opinion with respect to the financial

statements of Nu-Gro Corporation (the "Nu-Gro Financial

Statements"), (which references to financial statements as used in

this Agreement include the related notes thereto), and which

financial statements and supporting schedules included in the

Offering Memorandum, and in the case of the Company Financial

Statements and the United Financial Statements filed with the

Commission, are independent public or certified public accountants

within the meaning of Regulation S-X under the Securities Act.

(n) Preparation of the Financial Statements. The (i) Company

Financial Statements, (ii) United Financial Statements, (iii) UPG

Financial Statements, (iv) Microlite Financial Statements and (v)

Nu-Gro Financial Statements, in each case included in the Offering

Memorandum present fairly the consolidated financial position of (i)

the Company and its subsidiaries (excluding United and its

subsidiaries), (ii) United and its subsidiaries, (iii) United Pet

Group Inc., (iv) Microlite S.A., and (v) Nu-Gro Corporation,

respectively, as of and at the dates indicated and the results of

their operations and cash flows for the periods specified. The (i)

Company Financial Statements, (ii) United Financial Statements,

(iii) UPG Financial Statements, (iv) Microlite Financial Statements,

and (v) Nu-Gro Financial Statements have been prepared in conformity

with generally accepted accounting principles as applied in the

United States, applied on a consistent basis throughout the periods

involved, except as may be expressly stated in the related notes

thereto. The financial data set forth in the Offering Memorandum

under the captions "Summary--Summary Financial Data--Rayovac,"

"Summary--Summary Financial Data--United," "Selected Historical

Financial Data--Rayovac" and "Selected Historical Financial

Data--United" fairly present the information set forth therein on a

basis consistent with that of the audited financial statements

contained in the Offering Memorandum. The unaudited pro forma

condensed consolidated financial data of (i) the Company and its

subsidiaries and the related notes thereto included under the

caption "Summary--Summary Unaudited Pro Forma Condensed Consolidated

Financial Data," "Unaudited Pro Forma Condensed Consolidated

Financial Data" and elsewhere in the Offering Memorandum and (ii)

United and its subsidiaries and the related notes thereto included

under the caption "Summary Financial Data - United" and elsewhere in

the Offering Memorandum, present fairly the information contained

therein, have been prepared in accordance with the Commission's

rules and guidelines with respect to pro forma financial statements

and have been properly presented on the bases described therein, and

the assumptions used in the preparation thereof are reasonable and

the adjustments used therein are appropriate to give effect to the

transactions and circumstances referred to therein, except that

certain per share financial information has not been provided.

(o) Incorporation and Good Standing of the Company and its

Subsidiaries. Each of the Company and its subsidiaries has been duly

incorporated or otherwise formed and is validly existing as a

corporation, limited liability company, partnership or other legal

entity in good standing under the laws of the jurisdiction of its

incorporation or formation and has power and authority to own, lease

and operate its properties and to conduct its business as described

in the Offering Memorandum. Each of the Company and each subsidiary

is duly qualified to transact business and is in good standing in

each jurisdiction in which such qualification is required, whether

by reason of the ownership or leasing of property or the conduct of

business, except for such jurisdictions where the failure to so

qualify or to be in good standing would not, individually or in the

aggregate, result in a Material Adverse Change. All of the issued

and outstanding capital stock of each subsidiary has been duly

authorized and validly issued, is fully paid and nonassessable and

(except for any directors' qualifying shares and except for Varta

Consumer Batteries GmbH & Co. KgaA, Ningbo Baowang Battery Company,

Ltd., Remington Licensing Corporation, Microlite S.A., and The

Nu-Spec Corporation) is owned or will be owned as of the Closing

Date by the Company, directly or through subsidiaries, free and

clear of any security interest, mortgage, pledge, lien, encumbrance

or claim. The Company does not own or control, directly or

indirectly, any corporation, association or other entity other than

the subsidiaries listed in Schedule B hereto.

(p) Capitalization and Other Capital Stock Matters. All of the

outstanding shares of the Company's Common Stock have been duly

authorized and validly issued, are fully paid and nonassessable and

have been issued in compliance with federal and state securities

laws. None of the outstanding shares of the Company's Common Stock

were issued in violation of any preemptive rights, rights of first

refusal or other similar rights to subscribe for or purchase

securities of the Company. There are no authorized or outstanding

options, warrants, preemptive rights, rights of first refusal or

other rights to purchase, or equity or debt securities convertible

into or exchangeable or exercisable for, any capital stock of the

Company or any of its subsidiaries other than those accurately

described in the Offering Memorandum.

(q) Non-Contravention of Existing Instruments; No Further

Authorizations or Approvals Required. Neither the Company nor any of

its subsidiaries (i) is in violation of its charter, by-laws or

similar organizational documents or (ii) is in default (or, with the

giving of notice or lapse of time, would be in default) ("Default")

under any indenture, mortgage, loan or credit agreement, note,

contract, franchise, lease or other instrument to which the Company

or any of its subsidiaries is a party or by which it or any of them

may be bound, or to which any of the property or assets of the

Company or any of its subsidiaries is subject (each, an "Existing

Instrument"), except for such Defaults as would not, individually or

in the aggregate, result in a Material Adverse Change. The Company's

and the Rayovac Guarantors' execution, delivery and performance of

this Agreement, and the Company's and the Guarantors' execution,

delivery and performance of the Registration Rights Agreement, the

DTC Agreement and the Indenture, as applicable, and the issuance and

delivery of the Securities or the Exchange Securities, and the

consummation of the transactions contemplated hereby and thereby (i)

will not result in any violation of the provisions of the charter or

by-laws of the Company or any subsidiary, (ii) will not conflict

with or constitute a breach of, or Default or a Debt Repayment

Triggering Event (as defined below) under, or result in the creation

or imposition of any lien, charge or encumbrance upon any property

or assets of the Company or any of its subsidiaries pursuant to, or

require the consent of any other party to, any Existing Instrument,

except for such conflicts, breaches, Defaults, liens, charges or

encumbrances as would not, individually or in the aggregate, result

in a Material Adverse Change and (iii) will not result in any

violation of any law, administrative regulation or administrative or

court decree applicable to the Company or any subsidiary. No

consent, approval, authorization or other order of, or registration

or filing with, any court or other governmental or regulatory

authority or agency, is required for the Company's and the Rayovac

Guarantors' execution, delivery and performance of this Agreement,

and the Company's and the Guarantors' execution, delivery and

performance of the Registration Rights Agreement, the DTC Agreement,

the Indenture, as applicable, or the issuance and delivery of the

Securities or the Exchange Securities, or consummation of the

transactions contemplated hereby and thereby, except such as have

been obtained or made by the Company or the Guarantors and are in

full force and effect under the Securities Act, applicable state

securities or blue sky laws and except such as may be required by

federal and state securities laws with respect to the Company's and

the Guarantors' obligations under the Registration Rights Agreement.

As used herein, a "Debt Repayment Triggering Event" means any event

or condition which gives, or with the giving of notice or lapse of

time would give, the holder of any note, debenture or other evidence

of indebtedness (or any person acting on such holder's behalf) the

right to require the repurchase, redemption or repayment of all or a

portion of such indebtedness by the Company or any of its

subsidiaries.

(r) No Material Actions or Proceedings. Except as set forth or

contemplated in the Offering Memorandum, there are no legal or

governmental actions, suits or proceedings pending or, to each of

the Company's and the Rayovac Guarantors' knowledge: (i) threatened

against or affecting the Company or any of its subsidiaries; or (ii)

which have as the subject thereof any property owned or leased by,

the Company or any of its subsidiaries, where in any such case there

is a reasonable possibility that such action, suit or proceeding

will be determined adversely to the Company or such subsidiary and

any such action, suit or proceeding, if so determined adversely,

would reasonably be expected to result in a Material Adverse Change

or adversely affect the consummation of the transactions

contemplated by this Agreement. No material labor dispute with the

employees of the Company or any of its subsidiaries or to each of

the Company's and the Rayovac Guarantor's knowledge, with the

employees of any principal supplier of the Company or any of its

subsidiaries, exists or, to each of the Company's and the Rayovac

Guarantors' knowledge, is threatened or imminent.

(s) Intellectual Property Rights. Except as otherwise disclosed in

the Offering Memorandum, the Company and its subsidiaries own or

possess sufficient trademarks, trade names, patent rights,

copyrights, licenses, approvals, trade secrets and other similar

rights (collectively, "Intellectual Property Rights") reasonably

necessary to conduct their businesses as now conducted; and the

expected expiration of any of such Intellectual Property Rights is

not reasonably expected to result in a Material Adverse Change.

Neither the Company nor any of its subsidiaries has received any

notice of infringement or conflict with asserted Intellectual

Property Rights of others, which infringement or conflict, if the

subject of an unfavorable decision, would result in a Material

Adverse Change.

(t) All Necessary Permits, etc. The Company and each subsidiary

possess such valid and current certificates, authorizations or

permits issued by the appropriate state, federal or foreign

regulatory agencies or bodies necessary to conduct their respective

businesses, and neither the Company nor any subsidiary has received

any written notice of proceedings relating to the revocation or

modification of, or non-compliance with, any such certificate,

authorization or permit which, singly or in the aggregate, if the

subject of an unfavorable decision, ruling or finding, would result

in a Material Adverse Change.

(u) Title to Properties. The Company and each of its subsidiaries

has good and marketable title to all the properties and assets

reflected as owned in the financial statements referred to in

paragraph (m) above, in each case free and clear of any security

interests, mortgages, liens, encumbrances, equities, claims and

other defects, except such as do not materially and adversely affect

the value of such property and do not materially interfere with the

use made or proposed to be made of such property by the Company or

such subsidiary. The real property, improvements, equipment and

personal property held under lease by the Company or any subsidiary

are held under valid and enforceable leases, with such exceptions as

are not material and do not materially interfere with the use made

or proposed to be made of such real property, improvements,

equipment or personal property by the Company or such subsidiary.

(v) Tax Law Compliance. The Company and its subsidiaries have filed

all necessary federal, state and foreign income and franchise tax

returns or have properly requested extensions thereof, and have paid

all taxes required to be paid by any of them and, if due and

payable, any related or similar assessment, fine or penalty levied

against any of them except as may be being contested in good faith

and by appropriate proceedings, except where the failure to file

such tax returns or pay such taxes, assessments, fines and penalties

individually or in the aggregate would not reasonably be expected to

result in a Material Adverse Change. The Company has made adequate

charges, accruals and reserves in the applicable financial

statements referred to in paragraph (m) above in respect of all

federal, state and foreign income and franchise taxes for all

periods as to which the tax liability of the Company or any of its

subsidiaries has not been finally determined.

(w) Company Not an "Investment Company". The Company has been

advised of the rules and requirements under the Investment Company

Act of 1940, as amended (the "Investment Company Act"). The Company

is not, and after receipt of payment for the Securities and

consummation of the Concurrent Transactions will not be, an

"investment company" within the meaning of Investment Company Act.

(x) Insurance. Each of the Company and its subsidiaries are insured

by recognized, financially sound institutions with policies in such

amounts and with such deductibles and covering such risks as are

generally deemed reasonably adequate for their businesses. The

Company has no reason to believe that it or any subsidiary will not

be able (i) to renew its existing insurance coverage as and when

such policies expire or (ii)

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