0001104659-06-001353 Sample Contracts

GUARANTEE
Guarantee • January 10th, 2006 • Water Pik Technologies Inc • Electric housewares & fans • Delaware

Guarantee, dated as of January 6, 2006 (this “Guarantee”), by Zodiac S.A. (the “Guarantor”), in favor of Water Pik Technologies, Inc. (the “Guaranteed Party”).

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AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • January 10th, 2006 • Water Pik Technologies Inc • Electric housewares & fans • Delaware

This Amendment No. 3 to Rights Agreement (this “Amendment”) is entered into as of January 6, 2006 (to become effective on the date set forth in Section 5.0 of this Amendment), between WATER PIK TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company (the “Rights Agent”), and amends the Rights Agreement dated as of November 12, 1999, between the Company and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement dated as of December 28, 2000 and by Amendment No. 2 to Rights Agreement dated as of June 11, 2004 (the “Rights Agreement”).

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