NEW YORK–LAWFUEL – Class Action Lawsuits –To: All persons who …

NEW YORK–LAWFUEL – Class Action Lawsuits –To: All persons who owned Spear & Jackson, Inc. (“S&J” or the “Company”) (OTC: SJCK.PK) common stock for the period between January 30, 2002 and April 15, 2004, and who without interruption currently own such common stock, please read this Notice carefully and in its entirety. Your rights may be affected by proceedings in this action. However, no S&J Shareholder has the right to receive individual compensation as a result of the partial settlement of the Derivative Action.

This Notice has been sent to you pursuant to an order of the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida (the “Court”), following the execution of a Stipulation of Partial Settlement signed by the parties on October 31, 2006 (the “Stipulation”). The purpose of this Notice is to inform you of the proposed partial settlement (the “Partial Derivative Settlement”) of the derivative action and of the hearing to be held by the Court on May 29, 2007 at 8:00 a.m., before the Honorable John J. Hoy at the Fifteenth Judicial Circuit Palm Beach County Courthouse, Courtroom 9C, 205 North Dixie Highway, West Palm Beach, Florida 33401 to: (i) consider the fairness, reasonableness, and adequacy of the Partial Derivative Settlement; and (ii) rule upon Plaintiff’s Counsel’s request for attorneys’ fees.

Under the proposed Partial Derivative Settlement, S&J, on behalf of all Released Parties (as defined in the Stipulation) has agreed to adopt certain corporate governance changes and to pay Plaintiff’s Counsel such amount as ordered by the Court up to an amount of $70,000.00 for their fees and expenses for the filing, prosecuting and partial settlement of the derivative action. Neither the Company nor the Released Parties made any admission of wrongdoing. When the settlement is approved by the Court and is thereby made final, the derivative litigation against the Released Parties will be terminated.

The Partial Derivative Settlement is subject to conditions, including final court approval. At this time, there can be no assurance that those conditions will be met and that the Partial Derivative Settlement will receive final court approval.

If you are a current S&J shareholder and have continuously owned S&J stock between January 30, 2002 and April 15, 2004, and who without interruption currently own such common stock, your rights may be affected by the proposed settlement. Any shareholder seeking information about the settlement should contact Plaintiff’s Counsel, Thomas J. McKenna at Gainey & McKenna, 295 Madison Avenue, New York, New York 10017, Tel: (212) 983-1300 .

This Notice relates solely to settlement of a lawsuit brought on behalf of and for the benefit of S&J. The lawsuit is not a class action and no individual stockholder has an individual claim or right to individual compensation.

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