Deed of Trust And Charge

Exhibit 10.30

CONFORMED COPY


As of 19 January 2007

DEED OF TRUST AND CHARGE between

JOHNSONDIVERSEY UK LIMITED

as Originator

JWPR CORPORATION

as Buyer

and

BANK OF NOVA SCOTIA

as Agent


7-11 Moorgate

London EC2R 6HH

TABLE OF CONTENTS

Page 1. INTERPRETATION 1 1.1

Definitions 1 1.2

Continuing Events of Enforcement 3 1.3

Defined Terms 3 1.4

References to Agreements 3 1.5

Certificates 3 1.6

Statutes 3 1.7

Implied Covenants 3 1.8

Third Party Rights 4 1.9

Clause and Schedule Heading 4 2. COVENANT TO PAY 4 3. DECLARATION OF TRUST 4 4. CHARGE 4 4.1

Charge 4 4.2

Notice of Trust and Charge 4 4.3

Acknowledgement of Trust and Charge 5 5. THE DEPOSIT 5 5.1

No Dealings with the Deposit 5 5.2

Interest on the Deposit 5 6. CONTINUING SECURITY 5 6.1

Continuing and Independent Security 5 6.2

New Accounts 5 6.3

Avoidance of Payments 6 6.4

Appropriation 6 6.5

Application of Proceeds 6 7. REPRESENTATIONS AND WARRANTIES 6 8. UNDERTAKINGS 7 8.1

Authorisations 7 8.2

No Action 7 8.3

Notification of Misrepresentation 7 9. FURTHER ASSURANCE 7


-i- 10. ENFORCEMENT OF SECURITY 7 10.1

Security Enforceable 7 10.2

Enforcement 7 10.3

Power of Sale 8 10.4

Statutory Powers 8 10.5

Law of Property Act 8 10.6

Realisation Accounts 8 11. RECEIVERS 8 11.1

Appointment of Receivers 8 11.2

Powers of a Receiver 8 12. POWER OF ATTORNEY 9 12.1

Appointment 9 12.2

Ratification 9 13. RELEASE OF THE SECURITY 9 14. PAYMENTS 9 15. COSTS AND EXPENSES 9 15.1

Transaction Costs 9 15.2

Indemnity 10 16. REMEDIES AND WAIVERS 10 17. ADDITIONAL PROVISIONS 10 17.1

Partial Invalidity 10 17.2

Rights Cumulative 10 17.3

Currency Conversion 10 17.4

Currency Indemnity 10 17.5

Variation 11 18. ASSIGNMENT 11 18.1

The Originator' s Rights 11 18.2

The Buyer' s Rights 11 19. NOTICES 11 20. GOVERNING LAW 11 21. COUNTERPARTS AND EFFECTIVENESS 11 21.1 Counterparts 11 21.2 Effectiveness 12


-ii- SCHEDULE 1 Form of Notice of Trust and Charge 13 SCHEDULE 2 Form of Acknowledgement of Trust and Charge 16 SCHEDULE 3 Form of Buyer' s Notice 17


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THIS DEED is dated as of 19 January 2007 and made between the following parties: (1) JOHNSONDIVERSEY UK LIMITED (the " Originator" ), a limited company incorporated and existing under the laws of England (registered number 3459907) with its registered office at Weston Favell Centre, Northampton NN3 8PD, United Kingdom;

(2) JWPR CORPORATION , a state of Nevada corporation, having its principal office at 3993 Howard Hughes Parkway, Suite 100, Las Vegas, NV 89109, United States of America (the " Buyer" ); and

(3) BANK OF NOVA SCOTIA , a Canadian bank, having its office for the purposes of this Deed at One Liberty Plaza, 26th Floor, New York, NY 10006, United States of America (the " Agent" ).

BACKGROUND

(A) The Originator wishes to offer to sell and assign to the Buyer, all of the Originator' s right, title and interest in and to the Receivables, together with the Related Security and Collections with respect thereto and the Buyer is willing to consider the purchase of such Receivables, together with the Related Security and Collections with respect thereto. (B) The Buyer is willing to consider the purchase of such Receivables and on the terms and subject to the conditions set out in the Receivables Offer Deed, one of those conditions being that the Originator enters into this Deed of Trust and Charge.

(C) As a term of the offer, the Originator agrees to grant a trust over its legal and beneficial interest in the UK Collection Account to the extent of all Collections held therein, such Collections and such interest in the UK Collection Account to be held on trust by it for the benefit of the Buyer and the Agent in accordance with and subject to the terms of this Deed together with a grant of an charge over the Deposit (as defined below).

1. INTERPRETATION

1.1 Definitions

In this Deed, including the Recitals, the following terms have the meanings given to them in this Clause. " Acknowledgement of Trust and Charge" means an acknowledgement substantially in the form set out in Schedule 2 ( Form of Acknowledgement of Trust and Charge ) or in such other form as may be approved by the Buyer or the Agent.

" Buyer' s Notice" means a notice substantially in the form set out as Schedule 3 ( Form of Buyer' s Notice ) or in such other form as may be approved by the Buyer or the Agent.


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" Deposit" means the balance from time to time standing to the credit of the UK Collection Account, including all Interest credited to the UK Collection Account, and all the Originator' s right, title and interest in and to and the benefit of the UK Collection Account and the indebtedness represented by such credit balance. " Event of Enforcement" means:

(a) the making of a declaration under Clause 6.2(a) of the Receivables Offer Deed following an Amortisation Event; or (b) the occurrence of an Amortisation Event specified in Clause 6.1(d).

" Interest" means all of the interest accruing on the Deposit.

" Liability" means any liability for the payment of money, whether in respect of principal, interest or otherwise, whether actual or contingent, whether owned jointly or severally and whether owed as principal or surety or in any other capacity. " MSA Agreement" means the master sale agency agreement dated 3 May 2003 between Unilever N.V., Unilever plc and JohnsonDiversey Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.)

" Notice of Trust and Charge" means a notice of trust and charge substantially in the form set out in Schedule 1 ( Form of Notice of Trust and Charge ) or in such other form as may be approved by the Buyer or the Agent.

" Receivables Offer Deed" means the receivables offer deed dated 24 October 2003 between the Originator and the Buyer.

" Receiver" means a receiver and manager or any other receiver (whether appointed pursuant to this Deed, pursuant to any statute, by a court or otherwise) of the Deposit or any part of it.

" Secured Obligations" means all present and future obligations and Liabilities of the Originator to the Buyer and the Agent under or in relation to any one or more of the Transaction Documents provided that no obligation or Liability shall be included in the definition of " Secured Obligations" to the extent that, if it were so included, the Security (or any part thereof) or any other provision of this Deed would be unlawful or prohibited by any applicable law.

" Security" means the security created by this Deed. " Security Period" means the period beginning on the date of this Deed and ending on the date upon which the Receivables Offer Deed is terminated in accordance with Clause 9 of the Receivables Offer Deed.

" UK Collection Account" means the account of JohnsonDiversey UK Limited number 11289969, sort code 18-50-08 held with the UK Collection Account Bank or such other account as the parties may designate in writing from time to time.


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" UK Collection Account Bank" means Citibank N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB or such other collection account bank as the parties may designate in writing from time to time.

1.2 Continuing Events of Enforcement

An event which constitutes an Event of Enforcement shall be regarded as continuing if the circumstances constituting such event have not been remedied or waived.

1.3 Defined Terms

Unless otherwise stated, a term which is defined (or expressed to be subject to a particular construction) in the Receivables Offer Deed or the Purchase Agreement (as defined in the Receivable Offer Deed) shall have the same meaning (or be subject to the same construction) in this Deed.

1.4 References to Agreements

Unless otherwise stated, any reference in this Deed to any agreement or document (including any reference to this Deed or any other Transaction Document) shall be construed as a reference to: (a) such agreement or document as amended, varied, novated or supplemented from time to time; (b) any other agreement or document whereby such agreement or document is so amended, varied or novated; and (c) any other agreement or document entered into pursuant to or in accordance with any such agreement or document. 1.5 Certificates

A certificate of the Buyer as to the amount of any Secured Obligation owed to it shall be prima facie evidence of the existence and amount of such Secured Obligation, absent manifest error.

1.6 Statutes

Any reference in this Deed to a statute or statutory provision shall, unless the contrary is indicated, be construed as a reference to such statute or statutory provision as the same may have been, or may from time to time be, amended or re-enacted.

1.7 Implied Covenants The following provisions of the Law of Property (Miscellaneous Provisions) Act 1994 will not apply to Clause 4.1: (a) the words " other than any charges, encumbrances or rights which that person does not and could reasonably be expected to know about" in Section 3(1);


-3- (b) the words " except to the extent that" and all the words thereafter in Section 3(2); and (c) Section 6(2).

1.8 Third Party Rights It is agreed that otherwise than in circumstances where the requirements of this Deed with regard to assignments and transfers are satisfied, no term of this Deed shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not or has not become a party to this Deed, provided that the Purchasers shall have the right to enforce any express provision relating to any rights in their favour contained in this Deed.

1.9 Clause and Schedule Heading

Clause and Schedule headings are for reference only and shall not affect the construction of this Deed.

2. COVENANT TO PAY The Originator agrees that promptly on demand of the Buyer or the Agent it will pay to the Buyer or the Agent any Secured Obligation which is due and unpaid in accordance with and subject to the provisions of the Receivables Offer Deed. The liability of the Originator under this Clause 2 shall not exceed the amount for the time being of the Deposit, save to the extent such liability arises under any provision of this Deed other than this Clause 2.

3. DECLARATION OF TRUST

The Originator acknowledges and to the extent necessary declares that it holds and shall hold from and including the date hereof all of the benefit of the Collections and the benefit of the UK Collection Account to the extent that such Collections are held therein on trust for the Buyer and the Agent for application in the manner set out in the Receivables Offer Deed, including without limitation Clauses 5.1(i) ( Collections ) and 8 ( Administration and Collection ) thereof.

4. CHARGE

4.1 Charge To the extent that any right, title, interest or benefit in the Deposit is for any reason not effectively subject to the declaration of trust set out in Clause 3 ( Declaration of Trust ), the Originator charges with full title guarantee the Deposit to the Buyer and the Agent by way of a first floating charge as security for the payment and discharge of the Secured Obligations. 4.2 Notice of Trust and Charge

After the execution of this Deed, the Buyer or the Agent shall deliver to the UK Collection Account Bank a Notice of Trust and Charge and the Originator shall countersign such Notice of Trust and Charge.


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4.3 Acknowledgement of Trust and Charge (a) The Originator shall procure that as soon as practicable after it receives a Notice of Trust and Charge, the UK Collection Account Bank shall deliver to the Buyer and the Agent an executed Acknowledgement of Trust and Charge.

(b) Upon the occurrence of an Enforcement Event, the Buyer or the Agent may serve a Buyer' s Notice on the UK Collection Account Bank requiring it to comply with the terms of the Notice of Trust and Charge.

5. THE DEPOSIT

5.1 No Dealings with the Deposit

The Originator acknowledges that during the Security Period (and save as contemplated in Clause 5.2 ( Interest on the Deposit )) it shall not (nor shall it be entitled to):

(a) agree to any waiver or amendment of the terms on which the UK Collection Account is maintained; (b) agree to the transfer or closure of the UK Collection Account; or

(c) assign, charge or otherwise deal with or dispose of the Deposit or any part of it (save as contemplated by the Notice of Trust and Charge or as otherwise stated herein).

5.2 Interest on the Deposit

Any Interest which accrues on the balance for the time being standing to the credit of the UK Collection Account shall be credited to the UK Collection Account.

6. CONTINUING SECURITY

6.1 Continuing and Independent Security

The Security created under Clause 4.1 of this Deed shall constitute and be continuing security which shall not be released or discharged by any intermediate payment or settlement of the Secured Obligations or any of them, shall continue in full force and effect until the end of the Security Period and is in addition to and independent of, and shall not prejudice or merge with, any other security (or any right o ...