CHURCH & DWIGHT CO INC /DE/
STOCK PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.O
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>STOCK PURCHASE AGREEMENT
<TEXT>



                           CHURCH & DWIGHT CO., INC.
                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 14th day
of June 2000, by and among Frederick R. Adler ("Adler"); USA Detergents, Inc., a
Delaware  corporation  ("USAD");  and  Church & Dwight  Co.,  Inc.,  a  Delaware
corporation (the "Purchaser").

         WHEREAS,  USAD  and the  Purchaser  are  concurrently  entering  into a
Limited Liability Company Operating  Agreement (the "Joint Venture  Agreement");
and

         WHEREAS,  the  Board of  Directors  of each of USAD and  Purchaser  has
determined that the Joint Venture  Agreement and the  transactions  contemplated
thereby are in the best interests of their respective shareholders.

         NOW THEREFORE,  in consideration of the mutual terms and conditions set
forth herein, the parties hereto hereby agree as follows:

         1.       Purchase and Sale of Stock.

                  (a) Adler Sale.  Subject to the terms and  conditions  of this
Agreement,  Adler shall sell to the Purchaser,  and the Purchaser shall purchase
from  Adler,  1,071,428  shares (the  "Adler  Shares") of the common  stock (the
"Common  Stock") of USAD at a per share  purchase price of $7.00 (the "Per Share
Purchase Price").

                  (b) USAD  Sale.  Subject to the terms and  conditions  of this
Agreement,  USAD shall issue and sell to the Purchaser,  and the Purchaser shall
purchase from USAD,  367,174  shares (the "USAD  Shares") of the Common Stock at
the Per Share Purchase Price.

         2.       Closing.

                  (a) Closing  Date.  The  purchase and sale of the Adler Shares
and the USAD Shares will take place  concurrently at a closing (the  "Closing"),
to be held on June 13, 2000,  at the offices of Gibson,  Dunn & Crutcher  LLP, 4
Park Plaza,  Irvine,  California  92614,  or at such other time and place as the
parties hereto may mutually agree.

                  (b)  Transfer of Adler  Shares.  At the  Closing,  Adler shall
deliver to the Purchaser  endorsed share  certificates  or executed stock powers
and other good and  sufficient  instruments  of  transfer as the  Purchaser  may
reasonably  require to vest effectively in the Purchaser good and valid title to
the  Adler  Shares,  free and  clear of any  claims,  liens,  pledges,  options,
security  interests,  trusts,  encumbrances  or other rights or interests of any
person. Against delivery of such duly endorsed share certificates evidencing the
Adler  Shares the  Purchaser  shall  deliver to Adler,  by wire  transfer  to an
account designed by Adler in writing not less than three (3) business days prior
to the Closing,  funds  representing the aggregate  purchase price of $7,499,996
(the "Aggregate Adler Purchase Price").

                  (c) Issuance of USAD Shares. At the Closing,  USAD shall issue
and deliver to the  Purchaser  share  certificates  evidencing  the USAD Shares,
which shares when issued and delivered to the Purchaser in accordance  with this
Agreement  will  be  duly  authorized  and  validly   issued,   fully  paid  and
nonassessable.  Against delivery of such share certificates  evidencing the USAD
Shares the  Purchaser  shall  deliver to USAD,  by wire  transfer  to an account
designed by USAD in writing not less than three (3)  business  days prior to the
Closing,  funds  representing  the aggregate  purchase price of $2,570,218  (the
"Aggregate USAD Purchase Price").

     3.  Representations  and Warranties of Adler.  Adler hereby  represents and
warrants to the Purchaser that:

                  (a) Ownership of Shares.  All of the Adler Shares are owned of
record  and  beneficially  by Adler,  free and  clear of any lien,  encumbrance,
charge or claim  whatsoever.  The Adler Shares and the 704,255  shares of Common
Stock owned by Adler that are subject to the Put & Call Agreement (as defined in
Section  6(a)(iv)  below)  constitute all of the shares of Common Stock owned by
Adler (it being  understood  that Adler or persons related to or associated with
Adler have the right to acquire an  additional  353,500  shares of Common  Stock
upon the exercise of  outstanding  stock options and  warrants).  When the Adler
Shares are sold and delivered to the Purchaser in compliance with the provisions
of this Agreement, the Purchaser will be vested with good and valid title to the
Adler Shares, free and clear of any claims,  liens, pledges,  options,  security
interests,  trusts,  encumbrances  (other  than those  imposed by United  States
federal securities laws) or other rights or interests of any person.

                  (b)  Authority.  Adler has full power and authority to execute
and deliver this Agreement and the other  agreements and documents  contemplated
herein to which he is a party (the  "Transaction  Documents")  and to perform of
all of his obligations  hereunder and  thereunder.  This Agreement and the other
Transaction  Documents,  when executed and delivered,  will constitute valid and
legally  binding  obligations  of Adler  enforceable  in  accordance  with their
respective terms, subject to laws of general application relating to bankruptcy,
insolvency  and the  relief  of  debtors  and  subject  to the  availability  of
equitable  remedies  (the  "Bankruptcy  Exception"),  and to the  fact  that the
indemnification provisions set forth in the Transaction Documents may be limited
by applicable federal or state law (the "Indemnification Exception").

                  (c) Compliance with Other Instruments. The execution, delivery
and  performance  of this  Agreement  and  the  completion  of the  transactions
contemplated hereby will not result, to the knowledge of Adler, in any violation
or be in conflict  with or  constitute,  with or without the passage of time and
giving of notice, a default under any instrument,  judgment, order, writ, decree
or  contract  to  which  Adler  is a party  or by  which  he is  bound or of any
provision of any federal or state  statute,  rule or  regulation  applicable  to
Adler.

         4.  Representations  and  Warranties  of USAD.  Except  as set forth on
Schedule  1  hereto  (the  "Disclosure  Schedule")  or as  otherwise  previously
disclosed  in an SEC Report (as  defined in Section  4(f)  below),  USAD  hereby
represents and warrants to the Purchaser that:

                  (a) Organization and Good Standing. USAD is a corporation duly
organized, validly existing, and in good standing under the laws of the State of
Delaware, and has full power and authority to own and operate its properties and
assets  and to  carry  on its  business  as  currently  conducted.  USAD and its
subsidiaries  are duly qualified and authorized to do business,  and are in good
standing as foreign corporations, in each jurisdiction where the nature of their
activities  and  of  their   properties  (both  owned  and  leased)  makes  such
qualification  necessary,  except  where  the  failure  to  so  qualify,  either
individually or in the aggregate,  would not have a Material Adverse Effect.  As
used in this  Agreement,  "Material  Adverse  Effect" means any change or effect
that (i) is or is reasonably  likely to be  materially  adverse to the business,
financial  condition or results of operations of USAD and its  subsidiaries,  or
(ii) may impair USAD's ability to complete the transactions contemplated hereby.

                  (b) Capitalization.  As of the Closing, the authorized capital
stock of USAD will consist of  30,000,000  shares of Common Stock and  1,000,000
shares of preferred  stock (the "Preferred  Stock").  All issued and outstanding
shares of USAD's  capital stock have been duly  authorized  and validly  issued,
fully paid and  nonassessable.  Immediately prior to the Closing,  there will be
issued  and  outstanding  13,825,602  shares  of  Common  Stock and no shares of
Preferred Stock. As of June 6, 2000, other than an aggregate of 1,841,395 shares
of Common Stock  reserved for issuance under awards made pursuant to USAD's 1995
Stock  Option  Plan  and  its  Stock  Option  Plan  for  Non-Employee  Directors
(collectively,  the "Option  Plans"),  of which 1,493,551  shares are subject to
issued and  outstanding  stock  options,  and an aggregate of 578,524  shares of
Common  Stock  issuable  upon the exercise of  outstanding  warrants and options
issued  outside of the Option Plans,  there are no  outstanding  rights of first
refusal,  preemptive  rights  or other  rights,  options,  warrants,  conversion
rights,  or other  agreements  either directly or indirectly for the purchase or
acquisition from USAD of any shares of its capital stock. All of the outstanding
shares of Common  Stock have been duly and  validly  issued in  compliance  with
federal and state securities laws.

                  (c)  Authorization.  All corporate  action on the part of USAD
and its officers,  directors and stockholders  necessary for the  authorization,
execution and delivery of this  Agreement and the other  Transaction  Documents,
the performance of all of USAD's obligations  hereunder and thereunder,  and the
authorization,  issuance (or reservation for issuance), sale and delivery of the
USAD Shares has been or will be taken prior to the Closing.  This  Agreement and
the other Transaction  Documents,  when executed and delivered,  will constitute
valid and legally  binding  obligations of USAD  enforceable in accordance  with
their   respective   terms,   subject  to  the  Bankruptcy   Exception  and  the
Indemnification Exception.

                  (d) Validity of Securities. The sale of the USAD Shares is not
subject to any  preemptive  rights or rights of first refusal that have not been
properly  waived or complied  with.  When the USAD  Shares are issued,  sold and
delivered in compliance with the provisions of this  Agreement,  the USAD Shares
will be duly authorized and validly issued,  fully paid and  nonassessable,  and
will  be  free  of  any  liens,   encumbrances   or  restrictions  on  transfer.
Notwithstanding the foregoing, the USAD Shares may be subject to restrictions on
transfer (i) pursuant to the terms of the  Transaction  Documents and (ii) under
state and federal  securities laws as set forth herein or as otherwise  required
by such laws at the time a transfer is proposed.

                  (e) Compliance with Other Instruments. Neither USAD nor any of
its  subsidiaries  is in  violation  of any term of its current  Certificate  of
Incorporation or Bylaws, any material agreement,  instrument,  judgment,  order,
or, to USAD's knowledge, any statute, rule or regulation applicable to it or its
subsidiaries,  in any such case the  violation  of which  would  have a Material
Adverse Effect. The execution,  delivery, and performance of and compliance with
this Agreement and the issuance and sale of the USAD Shares pursuant hereto will
not result in any violation of any term of the Certificate of  Incorporation  or
Bylaws of USAD or its subsidiaries,  or any material agreement,  instrument,  or
any judgment, or order, or be in conflict with or constitute a default under any
such term, or result in the creation of any mortgage, pledge, lien, encumbrance,
or charge upon any of the properties or assets of USAD or its subsidiaries.

                  (f) SEC Reports and Financial  Statements.  Since November 14,
1997,  USAD has filed all required forms,  reports and documents  (collectively,
the "SEC  Reports")  with the SEC,  each of which has  complied in all  material
respects with all  applicable  requirements  of the  Securities  Act of 1933, as
amended (the "Securities  Act"), and the Securities Act of 1934, as amended (the
"Exchange Act"), and the regulations promulgated  thereunder,  each as in effect
on the dates such forms,  reports and documents were filed. At the time each was
filed,  none of the SEC Reports,  including  without  limitation  any  financial
statements or schedules included or incorporated by reference therein, contained
any  untrue  statement  of a material  fact or omitted to state a material  fact
required to be stated or incorporated by reference therein or necessary in order
to make the statements  therein,  in light of the circumstances under which they
were made, not misleading. The audited consolidated financial statements of USAD
included in the SEC Reports fairly present in all respects,  in conformity  with
generally accepted  accounting  principles applied on a consistent basis (except
as may be indicated in the notes thereto),  the consolidated  financial position
of USAD and its  consolidated  subsidiaries  as of the dates  thereof  and their
consolidated  results of operations  and changes in financial  condition for the
periods then ended.

                  (g) Title to Properties and Assets;  Liens, etc. Except as set
forth in Section 4(g) of the Disclosure Schedule, USAD and its subsidiaries have
good and marketable title to their  properties and assets,  in each case subject
to no  mortgage,  pledge,  lien,  encumbrance,  or charge,  other than (i) liens
resulting from taxes which have not yet become delinquent,  or (ii) minor liens,
encumbrances,  or  defects  of  title  which  do  not,  individually  or in  the
aggregate,  have a Material  Adverse Effect.  With respect to the properties and
assets they lease, USAD and its subsidiaries are in compliance with all material
terms of such  leases  which are  material  to USAD and,  except as set forth in
Section 4(g) of the Disclosure Schedule, they hold a valid leasehold free of any
liens,  claims or  encumbrances  that  impair  its  present  use of such  leased
properties and assets.  USAD and its subsidiaries  have sufficient rights to use
the  property  and  assets  used in  connection  with  the  operation  of  their
businesses.

                  (h) Related Party  Transactions.  Set forth in Section 4(h) of
the  Disclosure  Schedule  is a  correct  and  complete  list  of (i) all of the
indebtedness  of USAD to all  officers,  directors  and  stockholders  of  USAD,
including  any member of their  immediate  families  (other than normal  expense
vouchers) exceeding $50,000 and (ii) all of the indebtedness of USAD's officers,
directors and  stockholders,  including any member of their  immediate  families
(other than expense  advances made in the ordinary course of USAD's business) to
USAD exceeding $50,000.  Except as set forth on the Disclosure Schedule, none of
USAD's officers or directors nor their  respective  affiliates has any ownership
interest in any firm or corporation  with which USAD is affiliated or with which
USAD has a business relationship in which the obligations of either party exceed
$100,000.

                  (i) Registration  Rights.  Except as set forth in Section 4(i)
of the Disclosure  Schedule or as required by the Registration  Rights Agreement
(as defined in Section  6(a)(iii)  below),  USAD is not under any  obligation to
register (as defined in the Registration  Rights Agreement) any of its currently
outstanding securities or any of its securities which may hereafter be issued.

                  (j)  Material  Licenses.  USAD and its  subsidiaries  have all
operating authority,  licenses,  franchises,  permits,  certificates,  consents,
rights and privileges  necessary to conduct its business as presently  conducted
(collectively  "Material  Licenses")  the lack of which  would  have a  Material
Adverse  Effect.  To the extent  that USAD or its  subsidiaries  lack any of the
foregoing  Material  Licenses,  as described in the  Disclosure  Schedule,  USAD
warrants  that it or its  subsidiaries  can  obtain,  without  undue  burden  or
expense,  such Material License or any similar  authority for the conduct of its
business.  All of the  Material  Licenses  are in full  force and  effect and no
violations  have been or are  expected  to be  recorded  in  respect of any such
Material  Licenses,  except  where the failure to be in full force and effect or
where  such  violation  would  not,  individually  or in the  aggregate,  have a
Material  Adverse  Effect.  No proceeding  is pending or  threatened  that could
result  in the  revocation  or  material  limitation  of any  of  such  Material
Licenses.  USAD and its  subsidiaries  have conducted their  businesses so as to
comply in all material respects with all such Material Licenses.

                  (k)  Employees.  To the knowledge of USAD, no employee of USAD
or any of its  subsidiaries  is in  violation  of  any  term  of any  employment
contract,  proprietary  information  and inventions  agreement,  non-competition
agreement,  or any other contract or agreement  relating to the  relationship of
any such employee with USAD, its subsidiaries or any previous employer.  Neither
USAD nor any of its subsidiaries has any collective  bargaining  agreements with
any of its employees and there is no labor union organizing  activity pending or
threatened with respect to USAD or its subsidiaries.

                   (l)  Proprietary  Information.  USAD has taken  commercially
reasonable  measures to protect the secrecy,  confidentiality,  and value of all
trade secrets,  know-how,  inventions,  designs,  processes,  and technical data
required to conduct its business.

                  (m)  Taxes.  USAD  and its  subsidiaries  have  filed  all tax
returns  (federal,  state or local) they have been required to file prior to the
date hereof and USAD and its subsidiaries have paid all taxes that have been due
and payable.  Neither USAD nor its subsidiaries have any material  liability for
any  federal,  state or local  taxes.  USAD has not  elected  to be treated as a
collapsible  corporation  pursuant to Section  341(f) or Section  1362(a) of the
Internal  Revenue  Code of 1986,  as amended (the  "Code"),  nor has it made any
other elections pursuant to the Code (other than elections that relate solely to
methods of accounting,  depreciation or amortization) that would have a Material
Adverse Effect.  Neither USAD nor any of its  subsidiaries  has ever had any tax
deficiency  proposed or assessed  against it and has not  executed any waiver of
any  statute  of  limitations  on the  assessment  or  collection  of any tax or
governmental  charge.  USAD is not a real property  holding  company  within the
meaning of Section 897 of the Code.

                  (n) Environmental  Laws. Except as disclosed on Schedule 4(n),
each of USAD and its subsidiaries is in material  compliance with all applicable
federal,  state and local laws and  regulations  relating  to  pollution  or the
protection of human health or the environment  (including,  without  limitation,
ambient air,  surface water,  ground water,  land surface or subsurface  strata)
(collectively,  "Environmental  Laws"),  which compliance  includes,  but is not
limited to, the possession by USAD and its  subsidiaries of all material permits
and other governmental  authorizations  required under applicable  Environmental
Laws and compliance with the terms and conditions  thereof.  Except as disclosed
in Schedule 4(n), None of USAD or any of its  subsidiaries  has received written
notice of or, to the knowledge of USAD,  is the subject of any action,  cause of
action, claim, investigation,  demand or notice by any person or entity alleging
liability  under or  non-compliance  with any  Environmental  Law.  There are no
circumstances  that are  reasonably  likely to  prevent  or  interfere  with the
compliance by USAD or any of its subsidiaries  with any Environmental Law in the
future.

                  (o) Patents,  Trademarks, etc. Except as disclosed in Schedule
4(o),  USAD and its  subsidiaries  have  sufficient  title or  ownership  of, or
license for, all patents,  patent applications,  licenses,  trademarks,  service
marks, trade names, inventions,  processes, formulae, trade secrets, franchises,
copyrights and other proprietary  rights (the  "Intellectual  Property") used in
connection with the operation of their businesses with no known  infringement of
or  conflict  with the rights of  others.  Except for  commercial  software  and
applications generally available to the public and trademarks, service marks and
trade names licensed in the ordinary  course of business,  there are no material
and  outstanding  options,  licenses,  or agreements of any kind relating to the
Intellectual  Property,  nor is USAD or any of its  subsidiaries  bound  by or a
party to any material  options,  licenses or agreements of any kind with respect
to the Intellectual Property of any other person or entity. USAD is not aware of
any third party that is infringing or violating any of its or its  subsidiaries'
Intellectual  Property.  USAD has not received any communications  alleging that
USAD or any of its  subsidiaries has violated or, by conducting their businesses
as proposed,  would violate any of the Intellectual Property of any other person
or entity.

                  (p)  Litigation.  Except as disclosed in Schedule 4(p),  there
are no  actions,  suits,  proceedings  or  investigations  before  any  court or
administrative  agency pending or, to the knowledge of USAD,  threatened against
or with respect to USAD or its subsidiaries, which question the validity of this
Agreement or any action taken or to be taken in connection  herewith,  or which,
either  individually  or in the  aggregate,  might result in a Material  Adverse
Effect.  Neither USAD nor any of its  subsidiaries is a party or subject to, and
none  of  their  assets  are  bound  by,  the  provisions  of any  order,  writ,
injunction,  judgment,  or  decree  of  any  court  or  governmental  agency  or
instrumentality which has had, is having or will have a Material Adverse Effect.
There is no action,  suit,  proceeding  or  investigation  by USAD or any of its
subsidiaries pending or that USAD or any of its subsidiaries intend to initiate.

                  (q) Governmental Consents. All consents, approvals, orders, or
authorizations of, or registrations, qualifications, designations, declarations,
or filings with,  any  governmental  authority,  required on the part of USAD in
connection with the valid  execution and delivery of this  Agreement,  the other
Transaction  Documents,  the offer, sale or issuance of the USAD Shares, and the
completion  of any other  transaction  contemplated  hereby have been  obtained,
except for notices  required or  permitted  to be filed with  certain  state and
federal  securities  commissions  after the date hereof,  which  notices will be
filed on a timely basis.

                  (r) Offering. Assuming the accuracy of the representations and
warranties of the Purchaser  contained in Section 5, the offer,  issue, and sale
of the  USAD  Shares:  (i) are and will be  exempt  from  the  registration  and
prospectus  delivery  requirements  of the  Securities  Act and (ii)  have  been
registered  or qualified  (or are exempt from  registration  and  qualification)
under the registration,  permit, or qualification requirements of all applicable
state securities laws.

         5.       Representations and Warranties of the Purchaser. The Purchaser
 hereby  represents and warrants to each of Adler and USAD that:

                  (a)  Authorization.  All  corporate  action on the part of the
Purchaser  and  its  officers,  directors  and  stockholders  necessary  for the
authorization,   execution  and  delivery  of  this   Agreement  and  the  other
Transaction Documents and the performance of all of the Purchaser's  obligations
hereunder and thereunder  have been or will be taken prior to the Closing.  This
Agreement and the other Transaction Documents, when executed and delivered, will
constitute valid and legally binding obligations of the Purchaser enforceable in
accordance with their respective terms,  subject to the Bankruptcy Exception and
the Indemnification Exception.

                  (b) Purchase  Entirely  for Own Account.  The Adler Shares and
the USAD Shares to be received by the Purchaser  will be acquired for investment
for the Purchaser's own account, not with a view to the distribution of any part
thereof,  and the  Purchaser has no present  intention of selling,  granting any
participation  in, or otherwise  distributing  the same.  The Purchaser does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer or grant  participations  to such person or to any third person,
with respect to any of the Adler Shares or the USAD Shares.

                  (c)  Investment  Experience.  The Purchaser is an  experienced
investor and acknowledges and represents that it is able to fend for itself, can
bear the economic risk of its investment,  and has such knowledge and experience
in financial or business matters that it is capable of evaluating the merits and
risks of the investment in the Adler Shares and the USAD Shares.

                  (d) Restricted Securities.  The Purchaser understands that the
Adler  Shares  and  the  USAD  Shares  it is  purchasing  are  characterized  as
"restricted  securities"  under the  federal  securities  laws  inasmuch as such
securities are being acquired in a transaction  not involving a public  offering
and that under such laws and applicable  regulations  such securities may not be
resold in the absence of an effective  registration statement covering the Adler
Shares  and  the  USAD  Shares  or an  exemption  from  registration  under  the
Securities Act. The Purchaser is familiar with SEC Rule 144 under the Securities
Act, as presently in effect,  and  understands  the resale  limitations  imposed
thereby and by the Securities Act.

                  (e) Legend. The Purchaser understands  that the  certificates
evidencing  the  Adler  Shares  and  the  USAD  Shares  may  bear  a  legend  in
substantially the form as follows:

   Thesesecurities have not been registered under the Securities Act of 1933,
as amended. They may not be resold, offered for sale, pledged or hypothecated in
the absence of a registration statement in effect with respect to the securities
  under the Securities Act of 1933 or an opinion of counsel satisfactory to USA
Detergents, Inc. that such registration is not required or unless sold pursuant
                   to Rule 144 of the Securities Act of 1933.

         6.       Conditions to Closing.

                  (a)  Conditions  to   Obligations   of  the   Purchaser.   The
Purchaser's  obligation  to  purchase  the Adler  Shares and the USAD  Shares is
subject to the fulfillment,  at or prior to the Closing, of all of the following
conditions, any of which may be waived by the Purchaser:

          (i)  Representations and Warranties;  Performance of Obligations.  The
     representations  and  warranties  made by USAD in Section 4 hereof  must be
     true and correct on the date of the Closing, with the same force and effect
     as if they had been made on and as of said date.  The  representations  and
     warranties  made by Adler in Section 3 hereof  must be true and  correct on
     the date of the Closing, with the same force and effect as if they had been
     made on and as of said date.  The business and assets of USAD must not have
     been adversely affected in any material way prior to the Closing. USAD must
     have  performed and complied with all  obligations  and  conditions  herein
     required  to be  performed  or  complied  with  by it on or  prior  to  the
     Closing.Adler  must have  performed and complied with all  obligations  and
     conditions  herein  required to be performed or complied  with by him on or
     prior to the Closing.

          (ii) Joint  Venture  Agreement.  USAD must have entered into the Joint
     Venture Agreement.

          (iii)  Registration  Rights  Agreement.  USAD must have entered into a
     registration rights agreement with the Purchaser of even date herewith.

          (iv) Put & Call Agreement. Adler must have entered into a put and call
     agreement  with  the  Purchaser  of even  date  herewith  (the  "Put & Call
     Agreement").

          (v) Qualifications;  Legal Investment. All authorizations,  approvals,
     or permits, if any, of any governmental authority or regulatory body of the
     United  States or of any state that are  required  in  connection  with and
     prior to the  lawful  sale and  issuance  of the Adler  Shares and the USAD
     Shares  pursuant to this Agreement must have been duly obtained and must be
     effective on and as of the Closing.  As of the Closing,  no order enjoining
     the sale of the Adler Shares or the USAD Shares may have been issued and no
     proceedings   for  such  purpose  may  be  pending  or  threatened  by  any
     governmental  authority having  jurisdiction over this transaction.  At the
     time of the Closing, the sale and issuance of the Adler Shares and the USAD
     Shares must be legally  permitted by all laws and  regulations to which the
     Purchaser, Adler and USAD are subject.

     (b)  Conditions to  Obligations  of Adler.  Adler's  obligation to sell the
Adler Shares under this Agreement is subject to the fulfillment,  at or prior to
the Closing, of the following conditions, any of which may be waived by Adler:


          (i)  Representations and Warranties,  Performance of Obligations.  The
     representations  and  warranties  made by the Purchaser in Section 5 hereof
     must be true and  correct at the date of the  Closing,  with the same force
     and effect as if they had been made on and as of said date.  The  Purchaser
     must have performed and complied with all agreements and conditions  herein
     required to be performed or complied with by it on or before the Closing.

          (ii) Put & Call  Agreement.  The Purchaser  must have entered into the
     Put & Call Agreement.


          (iii) Payment of Purchase Price.  The Purchaser must have delivered to
     Adler the  Aggregate  Adler  Purchase  Price at the  Closing  for the Adler
     Shares purchased by it.

          (iv) Qualifications; Legal Investment. All authorizations,  approvals,
     or permits, if any, of any governmental authority or regulatory body of the
     United  States or of any state that are  required  in  connection  with the
     lawful sale and  issuance of the Adler  Shares  pursuant to this  Agreement
     must  have  been  duly  obtained  and  must be  effective  on and as of the
     Closing. As of the Closing, no order enjoining the sale of the Adler Shares
     may have been issued and no proceedings  for such purpose may be pending or
     threatened by any  governmental  authority  having  jurisdiction  over this
     transaction. At the time of the Closing, the sale and issuance of the Adler
     Shares must be legally  permitted by all laws and  regulations to which the
     Purchaser and Adler are subject.

                  (c) Conditions to Obligations  of USAD.  USAD's  obligation to
issue  and  sell  the  USAD  Shares  under  this  Agreement  is  subject  to the
fulfillment,  at or prior to the Closing,  of the following  conditions,  any of
which may be waived by USAD:

          (i)  Representations and Warranties,  Performance of Obligations.  The
     representations  and  warranties  made by the Purchaser in Section 5 hereof
     must be true and  correct at the date of the  Closing,  with the same force
     and effect as if they had been made on and as of said date.  The  Purchaser
     must have performed and complied with all agreements and conditions  herein
     required to be performed or complied with by it on or before the Closing.

          (ii) Joint Venture Agreement. The Purchaser must have entered into the
     Joint Venture Agreement.

          (iii) Payment of Purchase Price.  The Purchaser must have delivered to
     USAD the Aggregate  USAD Purchase  Price at the Closing for the USAD Shares
     purchased by it.

          (iv) Qualifications; Legal Investment. All authorizations,  approvals,
     or permits, if any, of any governmental authority or regulatory body of the
     United  States or of any state that are  required  in  connection  with the
     lawful sale and issuance of the USAD Shares pursuant to this Agreement must
     have been duly obtained and must be effective on and as of the Closing.  As
     of the  Closing,  no order  enjoining  the sale of the USAD Shares may have
     been  issued  and  no  proceedings  for  such  purpose  may be  pending  or
     threatened by any  governmental  authority  having  jurisdiction  over this
     transaction.  At the time of the Closing, the sale and issuance of the USAD
     Shares must be legally  permitted by all laws and  regulations to which the
     Purchaser and USAD are subject.

         7.       STANDSTILL AGREEMENT.

         (a) Standstill  Agreement.  Neither the Purchaser nor any subsidiary or
other controlled  affiliate of the Purchaser (the "Purchaser Group") will, on or
before the third  anniversary of the Closing,  without the prior written consent
of a majority of the members of USAD's Board of Directors  (the "Board") who are
not affiliated with the Purchaser Group, do any of the following:

                  (i)  acquire,  offer or agree to acquire  any shares of Common
         Stock (or options or warrants to  acquire,  or  securities  convertible
         into or  exchangeable  for,  shares of Common Stock) if, as a result of
         such  acquisition,  the Purchaser Group would  beneficially own (within
         the meaning of Rule 13d-3 under the Exchange  Act) more than 25% of the
         then outstanding  shares of Common Stock;  provided,  however,  that at
         least  one-half of any shares of Common Stock that the Purchaser  Group
         acquires in excess of the 2,142,857 shares  contemplated  herein and in
         the Put & Call Agreement may not be acquired by the Purchaser  Group at
         a per share price of less than $7.00 and the balance of any such shares
         up to the 25% limit may not be acquired by the Purchaser Group at a per
         share price of less than $6.00;

                  (ii) directly or  indirectly  commence or become a participant
         in a solicitation (as defined in Regulation 14A under the Exchange Act)
         of proxies  either to oppose the election of any person to the Board or
         to seek the removal of any person from the Board, which person has been
         nominated by the Board or any nominating committee of the Board;

                  (iii)  directly  or  indirectly  make or solicit or assist any
         third party to make a tender or exchange  offer to purchase  any shares
         of Common Stock or make any public announcement  concerning,  or submit
         any written  proposal to the Board for a tender offer,  exchange offer,
         merger,  share exchange,  acquisition of assets or similar  transaction
         involving USAD; or

                  (iv) publicly propose or publicly disclose any intention, plan
         or  arrangement  inconsistent  with the  foregoing  or make any  public
         announcement  or disclosure  requesting  the Board to amend,  modify or
         waive this Section 7.

         (b) The  Purchaser  acknowledges  that  money  damages  would  not be a
sufficient remedy for any breach of the provisions of this Section 7 and that in
addition to all other remedies,  USAD shall be entitled to specific  performance
and injunctive and other equitable  relief as a remedy for any such breach,  and
the  Purchaser  further  agrees to waive any  requirement  for the  securing  or
posting of bond in connection with any such remedy.

         (c) USAD  acknowledges  and agrees  that the  Purchaser,  by  acquiring
shares hereunder and under the Put & Call Agreement,  will become an "interested
stockholder" as contemplated by Section 203 of the Delaware General  Corporation
Law. As a result of the approval by USAD's Board of Directors of the transaction
in which the Purchaser becomes an interested stockholder,  in the absence of the
foregoing  provisions of this Section 7, the Purchaser  would be free to acquire
shares of USAD's Common Stock.  The Purchaser is willing to forego such right to
acquire  shares for the  three-year  period set forth above  provided  that USAD
complies  with  its  obligations  under  Section  9.4(b)  of the  Joint  Venture
Agreement.  However, the provisions of Section 7(a) and 7(b) shall terminate and
be of no  further  force and effect  upon the breach by USAD of its  obligations
pursuant  to  Section  9.4(b) of the Joint  Venture  Agreement.  Any good  faith
dispute as to whether  USAD has  breached  its  obligations  under said  Section
9.4(b) shall be judicially  determined  before the  termination of Sections 7(a)
and 7(b) shall be effective.

         8.       MISCELLANEOUS.

                  (a) Survival of Warranties.  The  warranties,  representations
and covenants of Adler, USAD and the Purchaser  contained in or made pursuant to
this  Agreement  will  survive  for a period of one (1) year after the  Closing,
except that the  representations  and  warranties  of Adler made in Section 3(a)
shall  survive for a period of five (5) years,  the covenant of CHD contained in
Section 7 shall survive for a period of three (3) years and the  representations
and warranties made by USAD in Section 4(n) shall survive indefinitely.

                  (b) Successors  and Assigns.  This Agreement will inure to the
benefit of and be binding  upon the  respective  successors  and  assigns of the
parties (including  transferees of any Adler Shares or USAD Shares).  Nothing in
this Agreement,  express or implied,  is intended to confer upon any party other
than the parties hereto or their  respective  successors and assigns any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided in this Agreement.

                  (c)  Governing Law. This  Agreement  will be governed by and
construed under the internal laws of the State of New York, without reference to
any principles of conflicts of laws.

                  (d)  Headings and Captions. The headings and captions used in
this Agreement are used for  convenience  only and are not to  be considered in
construing or interpreting this Agreement.

                  (e) Notices. All notices and other communications  required or
permitted  hereunder  will be in writing  and will be  delivered  by  facsimile,
courier  or  nationally  recognized  overnight  delivery  service  addressed  as
follows:

                  If to Adler:
                  -----------
                  Venad Administration Services, Inc.
                  342 Madison Ave., Suite 807
                  New York, New York  10173
                  Attention:  Jay S. Nickse, Chief Financial Officer
                  Telecopy No.:  212-599-2526

                  with a copy to:
                  --------------
                  Fulbright & Jaworski L.L.P.
                  666 Fifth Avenue
                  New York, New York  10103
                  Attention:  Warren J. Nimetz
                  Facsimile:  212-318-3400

                  If to USAD:
                  ----------
                  1735 Jersey Avenue
                  North Brunswick, NJ  08902
                  Attn:  Chief Executive Officer
                  Telecopy No.: (732) 246-8833

                  with a copy to:
                  --------------
                  Fulbright & Jaworski L.L.P.
                  666 Fifth Avenue
                  New York, NY  10103
                  Attn:  Sheldon G. Nussbaum
                  Telecopy No.: (212) 318-3400

                  If to CHD:
                  ---------
                  469 North Harrison Street
                  Princeton, NJ  08543-5297
                  Telecopy No.: (609) 497-7177

                  with a copy to:
                  --------------
                  Gibson, Dunn & Crutcher LLP
                  4 Park Plaza
                  Irvine, California  92714
                  Attention:  Ronald S. Beard
                  Telecopy No.: (949) 475-4730



                  (f) Finder's Fee. Each party represents that it neither is nor
will be obligated for any finders' fee or  commission  in  connection  with this
transaction. The Purchaser shall indemnify and hold harmless Adler and USAD from
any liability for any commission or compensation in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability) for which the Purchaser or any of its officers, partners,  employees,
or representatives  is responsible.  Adler shall indemnify and hold harmless the
Purchaser from any liability for any commission or compensation in the nature of
a finders' fee (and the costs and expenses of defending  against such  liability
or asserted  liability) for which Adler or any of his agents or  representatives
is  responsible.  USAD shall  indemnify and hold harmless the Purchaser from any
liability  for any  commission or  compensation  in the nature of a finders' fee
(and the costs and  expenses of  defending  against  such  liability or asserted
liability)  for  which  USAD or any of  USAD's  officers,  employees,  agents or
representatives is responsible.

                  (g)  Attorneys'  Fees.  If any  action  at law or in equity is
necessary to enforce or interpret the terms of this  Agreement,  the  prevailing
party  will  be  entitled  to  actual   attorney's  fees,  costs  and  necessary
disbursements  in  addition  to any  other  relief  to which  such  party may be
entitled.

                  (h) Amendments and Waivers.  Any term of this Agreement may be
amended,  and the observance of any term of this Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively), only with the written consent of each affected party.

                  (i) Severability.  If any provision of this Agreement,  or the
application  of such  provision  to any person or  circumstance,  is  judicially
declared to be invalid,  unenforceable  or void, such decision will not have the
effect of  invalidating or voiding the remainder of this Agreement or affect the
application of such provision to other persons or circumstances, and the part or
parts of this  Agreement  so held to be invalid,  unenforceable  or void will be
deemed to have been stricken  herefrom and the remainder of this  Agreement will
have the same force and effect as if such part or parts had never been  included
herein. Any such finding of invalidity or unenforceability  will not prevent the
enforcement  of such provision in any other  jurisdiction  to the maximum extent
permitted by applicable law.

                  (j) Entire Agreement. This Agreement and the other Transaction
Documents constitute the entire agreement among the parties with respect to the
subject matter hereof and thereof.

                  (k)  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which will be deemed an original,  but all of which
together will constitute one and the same instrument.



<PAGE>



         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.

                                        ADLER:

                                        /s/ Frederick R. Adler
                                        --------------------------------
                                        Frederick R. Adler



                                        USAD:

                                        USA Detergents, Inc.,
                                        a Delaware corporation

                                        By: /s/ Uri Evan
                                            ----------------------------
                                        Name:    Uri Evan

                                        Title: Chief Executive Officer



                                        THE PURCHASER:

                                        Church & Dwight Co., Inc.,
                                        a Delaware corporation

                                        By: /s/    Robert A. Davies, III
                                            ----------------------------

                                        Name: Robert A. Davies, III

                                        Title: Chief Executive Officer

</TEXT>
</DOCUMENT>
