EXECUTIONCOPY

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT(this ‘‘Employment Agreement’’) iseffective as of the 7th  day of April, 2006 by andamong Ames True Temper, Inc., a Delaware corporation (the‘‘Company’’), Acorn Products, Inc., a Delawarecorporation (‘‘Acorn’’), UnionTools, Inc. aDelaware corporation and wholly owned subsidiary of Acorn(‘‘UnionTools’’), and A. Corydon Meyer (the‘‘Executive’’ and together with the Company,Acorn, and UnionTools, the ‘‘Parties’’).

WHEREAS, the Company and its Affiliates, as defined inSection 9(f), are engaged in the business of (i) manufacturing,marketing and distributing long-handled tools, wheelbarrows, hosereels, striking tools, pruning implements, pots and planters, snowtools, lawn carts, repair handles, garden hoses, and decorativeaccessories for the lawn and garden, and (ii) conducting such otheractivities as are undertaken from time to time by the Company and eachof its Affiliates as a result of future acquisitions, or otherwise;

WHEREAS, the Company entered into an Agreement and Plan ofMerger (the ‘‘Merger Agreement’’), by and amongthe Company, Acorn, and ATTUT Holdings, Inc., dated April 7, 2006,under which the Company acquired Acorn on the ‘‘ClosingDate’’ (as defined in the Merger Agreement);

WHEREAS, immediately prior to the Closing Date, Executive wasemployed by UnionTools and subject to the Employment Agreement, datedJune 11, 2002, by and among Acorn, UnionTools, and the Executive, asamended by the First Amendment to Employment Agreement, dated May 26,2004 (the ‘‘Prior Employment Agreement’’) andthe Employee Severance Agreement, dated August 31, 1999, between Acornand Executive (the ‘‘1999 SeveranceAgreement’’);

WHEREAS, effective as of theClosing Date, the Company desires to employ Executive as the SeniorExecutive Vice President of Business Development of the Company inaccordance with the terms hereof, and Executive desires to voluntarilyresign his position as the President and Chief Executive Officer ofUnionTools without ‘‘good reason’’ (as definedin the Prior Employment Agreement) and commence his employment with theCompany as its Senior Executive Vice President of Business Developmentin accordance with the terms hereof;

WHEREAS, the Partiesacknowledges that this Employment Agreement nullifies and supersedesthe Prior Employment Agreement, the 1999 Severance Agreement, and allother agreements with respect to the subject matter hereof; and

WHEREAS, the Parties acknowledge that effective as of theClosing Date, Acorn, UnionTools and the Company shall not have anyobligations under the Prior Employment Agreement or the 1999 SeveranceAgreement and Executive shall not have any rights under the PriorEmployment Agreement or the 1999 Severance Agreement.

NOW,THEREFORE, in consideration of the foregoing and the mutualcovenants and premises in this Agreement, the Parties agree asfollows:

1.    Employment.    The Companyhereby agrees to employ Executive as Senior Executive Vice President ofBusiness Development of the Company, and Executive hereby agrees toaccept such employment and agrees to act as Senior Executive VicePresident of Business Development of the Company, all in accordancewith the terms and conditions of this Employment Agreement. Executivehereby represents and warrants that neither Executive’s entryinto this Employment Agreement nor Executive’s performance ofExecutive’s obligations hereunder will conflict with or result ina breach of the terms, conditions or provisions of any other agreementor obligation of any nature to which Executive is a party or by whichExecutive is bound, including, without limitation, any developmentagreement, non-competition agreement or confidentiality agreemententered into by Executive.

2.    Term ofEmployment.    The term of Executive’s employmentunder this Employment Agreement will commence on the date of thisEmployment Agreement and will continue until the third (3rd)anniversary of the date of this Employment Agreement (the‘‘Initial Employment Period’’). 

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THE INITIAL EMPLOYMENT PERIOD AND ANYRENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BERENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREINFOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A ‘‘RENEWALEMPLOYMENT PERIOD’’), UNLESS NOT LATER THAN SIXTY (60) DAYSPRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWALEMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTENNOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENTAGREEMENT. The Initial Employment Period and the Renewal EmploymentPeriods are hereinafter referred to as the ‘‘EmploymentPeriod.’’ For purposes of this Employment Agreement, anynotice of election to terminate this Employment Agreement pursuant tothis Section 2 shall be deemed: (i) a termination without Due Causepursuant to Section 9(d) if such notice is delivered by the Company; or(ii) a voluntary resignation without Good Reason pursuant to Section9(e) if such notice is delivered by Executive. Notwithstanding anythingto the contrary contained herein, the Employment Period is subject totermination pursuant to Section 9 below.

3.    Positionand Responsibilities.    Executive shall report to and besubject to the direction of the Chief Executive Officer of the Company.Executive shall perform and discharge such duties and responsibilitiesfor the Company as the Chief Executive Officer may from time to timereasonably assign Executive. Executive understands and acknowledgesthat such duties shall be subject to revision and modification by theChief Executive Officer and/or the Board of Directors (the‘‘Board’’) of CHATT Holdings, LLC(‘‘CHATT’’) or the Company, as appropriate,upon reasonable notice to Executive. During the Employment Period,Executive shall devote Executive’s full business time, attention,skill and efforts to the faithful performance of Executive’sduties herein, and shall perform the duties and carry out theresponsibilities assigned to Executive, to the best ofExecutive’s ability, in a diligent, trustworthy and businesslikemanner for the purpose of advancing the Company. Executive acknowledgesthat Executive’s duties and responsibilities will requireExecutive’s full-time business efforts and agrees that during theEmployment Period, Executive will not engage in any outside businessactivities that conflict with Executive’s obligations under thisEmployment Agreement. On or prior to January 1, 2007, at theCompany’s election upon reasonable notice, Executive’splace of employment shall be relocated from Columbus, Ohio toHarrisburg, Pennsylvania.

4.    Compensation.

(a)    BaseSalary.    During the Employment Period, the Company shall payto Executive a minimum base salary at the annualized rate of $364,000per year (the ‘‘Base Salary’’), less applicabletax withholding, subject to increase from time to time, solely at theCompany’s discretion, payable at the Company’s regularemployee payroll intervals. Executive’s performance shall bereviewed annually on or before December 31 and the Base Salary may beincreased, effective January 1 of each year, at the Company’ssole discretion.

(b)    Bonus.    During theEmployment Period, Executive shall be eligible to receive an annualbonus pursuant to a program, approved by the Board, with twocomponents: (i) the first component grants a bonus amount based on theachievement of Company performance targets and (ii) the secondcomponent grants a bonus amount based on the achievement of personalobjectives. Under the program, Executive will be eligible for a targetbonus equal to 40% of Executive’s Base Salary; providedthat, in respect of the fiscal year ending September 30, 2006,Executive will be eligible to receive an amount under only the firstcomponent of the program, which amount will be multiplied by afraction, the numerator of which is the number of days Executive wasemployed during such fiscal year and the denominator of which is365.

5.    Benefit Plans andPerquisites.    During the Employment Period, Executive willbe entitled to receive employee benefits comparable to those benefitsprovided to other officers of the Company, subject to any applicablewaiting periods, eligibility requirements, or other restrictions.Notwithstanding the foregoing, the Executive shall receive, for theperiod of employment of Executive by Acorn prior to the Closing Date,service credit under the Company’s employee benefit plans andarrangements for purposes of eligibility and vesting, and the Companyshall waive any applicable waiting periods, pre-existing conditions oractively-at-work requirements and shall give Executive 

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credit under the Company’s coverages orbenefit plans for deductibles, co-payments and out-of-pocket paymentsthat have been paid by Executive to Acorn during the period fromJanuary 1, 2006 to the Closing Date, in each case to the extentpermitted to do so under the Company’s benefit plans andarrangements. The Company may, at any time or from time to time, amend,modify, suspend or terminate any benefit plan or program contemplatedhereunder in this Section 5 for any reason and withoutExecutive’s prior written consent; provided that such amendment,modification, suspension or termination does not disproportionatelyimpact the Executive as compared to the other participants under suchplan or program. In addition to the foregoing benefits, Executive shallbe entitled to (i)  reimbursement for country club dues on amonthly basis, up to $600 per month during the Employment Period, (ii)reimbursement for a country club initiation fee, on a one-time basis,up to $30,000, upon the relocation of Executive’s place ofemployment from Columbus, Ohio to Harrisburg, Pennsylvania and (iii)reimbursement of the expenses reasonably incurred by Executive inconnection with the relocation of Executive’s primary residencefrom Ohio to Pennsylvania, in accordance with the Company’srelocation policy, as revised pursuant to Annex 1.

6.    Business Expenses.    The Company, inaccordance with the policies and practices established by the Boardfrom time to time, will pay or reimburse Executive for all expenses(including travel, blackberry and cell phone expenses) reasonablyincurred by Executive during the Employment Period in connection withthe performance of Executive’s duties under this EmploymentAgreement, provided that Executive shall provide to the Companydocumentation or evidence of expenses for which Executive seeksreimbursement in accordance with the policies and proceduresestablished by the Board or the Company from time to time.

7.    Vacation.    Executive shall be entitledto vacation at the rate of four (4) weeks per calendar year inaccordance with the Company’s vacation policy (pro-rated forpartial years). Executive shall make good faith efforts to schedulevacations so as to least conflict with the conduct of theCompany’s business and will give the Company adequate advancenotice of Executive’s planned absences. Up to half ofExecutive’s unused vacation time may be carried over tosubsequent years; provided, however, that in no event shall Executivebe entitled to greater than six (6) weeks vacation per year.

8.    Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement.    As of the date hereof,Executive shall have entered into a confidentiality, inventions,non-competition and non-solicitation agreement, in the form of ExhibitA attached hereto and made a part hereof (the‘‘Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement’’).

9.    Termination.

(a)    Death.    The Employment Period will terminateimmediately upon the death of Executive. If the Employment Period isterminated pursuant to this Section 9(a), the Company shall have nofurther obligation to Executive (or Executive’s estate) exceptfor salary and benefits accrued through the date of termination (the‘‘Accrued Benefits’’).

(b)    DueCause.    The Company may immediately terminate theEmployee’s employment, for ‘‘Due Cause’’(as defined below) upon written notice by the Company to Executiveidentifying the act or acts constituting Due Cause. The followingconstitutes the exclusive list of events that will provide the Companywith a basis to terminate Executive’s employment with the Companyfor Due Cause:

(i)    Executive’smaterial breach of any of Executive’s obligations under theConfidentiality, Inventions, Non-Competition and Non-SolicitationAgreement, this Employment Agreement, or any other written agreementwith the Company or any of its Affiliates; or

(ii)    Executive’s continued and deliberateneglect of, willful misconduct in connection with the performance of,or refusal to perform Executive’s duties in accordance withSection 3 of this Employment Agreement, which, in the case of neglector refusal to perform, has not been cured within thirty (30) days afterExecutive has been provided notice of the same; or

(iii)    Executive’s engagement in anyconduct which injures the integrity, character, financial position orfinancial performance of the business or reputation of CHATT or any ofits subsidiaries or which impugns Executive’s own integrity,character or reputation so as to cause Executive to be unfit to act inthe capacity of Senior Executive Vice President of Business Developmentof the Company; or

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(iv)    the Board’sgood faith determination that Executive has committed an act or actsconstituting a felony, or other act involving dishonesty, disloyalty orfraud against CHATT or any of its subsidiaries.

If theEmployment Period is terminated pursuant to this Section 9(b), theCompany shall have no further obligation to Executive except for theAccrued Benefits.

(c)    PermanentDisability.    The Company may immediately terminate theEmployment Period upon the Permanent Disability (as defined below) ofExecutive. If the Employment Period is terminated pursuant to thisSection 9(c), then Executive will be entitled to receive the AccruedBenefits and such benefits, if any, as may be provided Executivepursuant to the Company’s disability insurance policy. Forpurposes of this Employment Agreement, the term ‘‘PermanentDisability’’ shall mean that Executive is unable toperform, with or without reasonable accommodation, by reason ofphysical or mental incapacity, the essential functions ofExecutive’s position for one hundred fifty (150) or more days inany one hundred eighty (180) day period. The Board shall determine,according to the facts then available, whether and when a PermanentDisability has occurred. Such determination shall not be arbitrary orunreasonable.

(d)    Termination by the Company withoutDue Cause.    The Company may terminate Executive’semployment with the Company without Due Cause upon thirty (30)days’ prior written notice. If the Employment Period isterminated pursuant to this Section 9(d) by the Company without DueCause (other than by reason of death or Permanent Disability) withinone (1) year of the Closing Date, then Executive will be entitled toreceive (i) the Accrued Benefits, (ii) a severance amount equal to$1,000,000, payable in twelve (12) monthly installments, and (iii)reimbursement for outplacement services expenses up to $25,000 duringthe one year period following Executive’s termination ofemployment with the Company. If the Company terminatesExecutive’s employment without Due Cause (other than by reason ofdeath or Permanent Disability) after the first anniversary of theClosing Date, then Executive shall be entitled to receive the benefitsdescribed in (i) and (iii)  above and a severance amount equal to$500,000, payable in twelve (12) monthly installments.

(e)    Voluntary Resignation by Executive.    Executivemay terminate his employment with the Company at any time for anyreason upon thirty (30) days’ prior written notice. If Executiveterminates his employment with the Company without ‘‘GoodReason’’ (as defined below), the Company shall have nofurther obligation to Executive except for the Accrued Benefits. IfExecutive terminates his employment with the Company for Good Reasonwithin one (1) year of the Closing Date, then Executive will beentitled to receive (i) the Accrued Benefits, (ii) a severance amountequal to $1,000,000, payable in twelve (12) monthly installments, and(iii) reimbursement for outplacement services expenses up to $25,000during the one year period following Executive’s termination ofemployment with the Company. If Executive terminates his employmentwith the Company for Good Reason after the first anniversary of theClosing Date, Executive shall be entitled to receive the benefitsdescribed in (i) and (iii) above and a severance amount equal to$500,000, payable in twelve (12) monthly installments. GoodReason’’ means the occurrence of any of the followingevents, without the prior written consent of Executive: (A) a materialdiminution of Executive’s responsibilities or (B) any materialbreach of this Employment Agreement by the Company, Acorn or UnionTools(including, but not limited to, (x) any decrease in the Base Salary or(y) relocation of Executive’s place of employment to a locationthat is greater than fifty (50) miles from the Columbus, Ohiometropolitan area, or if Executive has been relocated to Harrisburg,Pennsylvania, to a location that is greater than fifty (50) miles fromthe Harrisburg, Pennsylvania metropolitan area), provided, that in thecase of (A) or (B), the Company shall have thirty (30) days followingExecutive’s written notice of his intention to terminate hisemployment to cure the circumstances constituting Good Reason. GoodReason shall not include acts taken by the Company (including but notlimited to suspension of employment) as a result of the Company’sreasonable belief that grounds for termination of employment for Causeexist, provided that such acts shall constitute Good Reason to theextent such acts continue for greater than thirty (30) days. Inaddition, the relocation of Executive’s place of employmentduring the Employment Period from Columbus, Ohio to Harrisburg,Pennsylvania shall not provide a basis for Executive to terminate hisemployment with the Company for Good Reason.

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(f)    General Release.    Thereceipt of any severance payments or reimbursement for outplacementsservices expenses as set forth in this Sections 9 shall be contingentupon Executive’s execution of a general release of all claimsagainst the Company and its Affiliates (as defined below),substantially in the form attached hereto as Exhibit B. For purposes ofthis Employment Agreement, the term‘‘Affiliates’’ means all persons or entitiesthat directly or indirectly, through one or more intermediaries,controls, is controlled by, or is under common control with, theCompany, all companies or entities in which the Company owns an equityinterest, and all predecessors, successors and assigns of suchaffiliates.

(g)    Breach of Covenants.    In theevent of a breach by Executive of any of the provisions in theConfidentiality, Inventions, Non-Competition and Non-SolicitationAgreement, Executive shall not be entitled to any payments set forth inSection 9 hereof, except as required by law, and the Company will haveno obligation to pay any of the amounts that remain payable by theCompany under Section  9.

(h)    NoReduction.    Executive shall not be required to mitigatedamages or the amount of any payment provided under this Section 9 byseeking other employment or otherwise, nor shall the amount of anypayment provided under this Section 9 be reduced by any compensationearned by Executive as the result of employment by another employerafter the date of termination or otherwise.

(i)    Survival.    Termination of the EmploymentPeriod in accordance with Section 2 or this Section 9 will not affectthe provisions of this Employment Agreement that survive suchtermination, including without limitation, the provisions in theConfidentiality, Inventions, Non-Competition and Non-SolicitationAgreement and will not limit any Party’s ability to pursueremedies at law or equity.

10.    Attorney’sFees.    If any Party prevails in a legal action to enforceor protect its rights under this Employment Agreement, then that Partyshall be entitled to recover reasonable attorneys’ fees, costs,and expenses, in addition to all other relief, including but notlimited to damages and injunctive relief.

11.    Executive Assistance.    Both during theEmployment Period and for two (2) years after the end of the EmploymentPeriod, Executive shall, upon reasonable notice, furnish the Companywith such information as may be in Executive’s possession orcontrol, and cooperate with the Company, as the Company may reasonablyrequest (with due consideration to Executive’s businessactivities and obligations after the Employment Period), in connectionwith any litigation, claim, or other dispute in which the Company orany of its Affiliates is or may become a party. The Company shallreimburse Executive for all reasonable out-of-pocket expenses incurredby Executive in fulfilling Executive’s obligations under thisSection 11. In addition, to the extent that Executive provides suchassistance at any time after six (6) months from the date thatExecutive’s employment with the Company has terminated, andExecutive is required to be absent from employment for one (1) or moredays in order to provide such assistance, the Company shall pay theExecutive for each such day an amount equal to the daily rate of theExecutive’s Base Salary as in effect as of the date oftermination.

12.    Effect of PriorAgreements.    This Employment Agreement and theConfidentiality, Inventions, Non-Competition and Non-SolicitationAgreement contain the entire understanding among the Company andExecutive relating to the subject matter hereof and supersede any prioragreements, arrangements, and understandings among Executive, theCompany, Acorn or UnionTools relating to the subject matter hereof,including but not limited to, the Prior Employment Agreement and the1999 Severance Agreement.

13.    Modification andWaiver.    This Employment Agreement may not be modified oramended, nor may any provisions of this Employment Agreement be waived,except by an instrument in writing signed by the Parties. No writtenwaiver will be deemed to be a continuing waiver unless specificallystated therein, and each such waiver will operate only as to thespecific term or condition waived and shall not constitute a waiver ofsuch term or condition for the future or as to any act other than thatspecifically waived.

14.    Severability.    If, for any reason, anyprovision of this Employment Agreement is held invalid, such invaliditywill not affect any other provision of this Employment Agreement, andeach 

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provision will to the full extent consistentwith law continue in full force and effect. If any provision of thisEmployment Agreement is held invalid in part, such invalidity will inno way affect the rest of such provision, and the rest of suchprovision, together with all other provisions of this EmploymentAgreement, will, to the full extent consistent with law, continue infull force and effect.

15.    Notices.    Any notice, consent, waiverand other communications required or permitted pursuant to theprovisions of this Employment Agreement must be in writing and will bedeemed to have been properly given (a) when delivered by hand; (b) whensent by telecopier (with acknowledgment of complete transmission),provided that a copy is mailed by U.S. certified mail, return receiptrequested; (c) three (3) days after sent by certified mail, returnreceipt requested; or (d)  one (1) day after deposit with anationally recognized overnight delivery service, in each case to theappropriate addresses and telecopier numbers set forth below:

If to the Company, Acorn or UnionTools:

Ames True Temper, Inc.465 Railroad AvenueCampHill, Pennsylvania 17011Attn: Justin WenderFax: (717)730-2552

With a copy to:

Schulte Roth& Zabel LLP919 Third AvenueNew York, New York10022Attn: Robert Goldstein, Esq.Fax: (212) 593-5955

If to Executive, to the Executive’s home address reflected inthe Company’s records.

Each Party will be entitledto specify a different address for the receipt of subsequent notices bygiving written notice thereof to the other Party in accordance withthis Section 15.

16.    Third PartyBeneficiaries.    Nothing herein expressed or implied isintended or shall be construed to confer upon or give to any person orentity, other than the Parties to this Employment Agreement and theirrespective permitted successors and assigns, any rights or remediesunder or by reason of this Employment Agreement.

17.    Headings.    The headings and othercaptions in this Employment Agreement are included solely forconvenience of reference and will not control the meaning andinterpretation of any provision of this Employment Agreement.

18.    Waiver of Conflicts.    The Partieshereby agree that, following the Closing Date, Kirkland & Ellis LLP(‘‘K&E’’) (or any successor) may serve ascounsel to the Executive, in connection with any litigation, claim orobligation arising out of or relating to this Agreement, and each ofthe Parties hereby consents thereto and agrees to waive any conflict ofinterest arising therefrom, provided that K&E is not activelyrepresenting Acorn or UnionTools in any material matter at the timesuch litigation, claim or obligation arises.

19.    Governing Law; Arbitration.    ThisEmployment Agreement has been executed in the State of Pennsylvania,and its validity, interpretation, performance, and enforcement will begoverned by the laws of such state, without regard to conflicts of lawsprinciples. Except for disputes arising out of an alleged violation ofthe covenants set forth in the Confidentiality, Inventions,Non-Competition and Non-Solicitation Agreement, any controversy orclaim arising out of or relating to any provision of this EmploymentAgreement or any other document or agreement referred to herein shallbe resolved by arbitration. The arbitration process shall be instigatedby any Party giving written notice to the other of the desire forarbitration and the factual allegations underlying the basis for thedispute. The arbitration shall be conducted by such alternative disputeresolution service as is agreed to by the Parties, or, failing suchagreement within thirty (30) days after such dispute arises, byarbitrators 

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selected as described below in accordance withthe rules and procedures established by the American ArbitrationAssociation. Only a person who is a practicing lawyer admitted to astate bar may serve as an arbitrator. Each of the Company and Executiveshall select one arbitrator, and those arbitrators shall choose a thirdarbitrator; these arbitrators shall constitute the panel. The AmericanArbitration Association rules for employment arbitration shall controlany discovery conducted in connection with the arbitration. Theexpenses of arbitration (other than attorneys’ fees) shall beshared as determined by arbitration. The prevailing party shall beentitled to recover reasonable attorneys’ fees, costs andexpenses. Any result reached by the panel shall be binding on allparties to the arbitration, and no appeal may be taken. It is agreedthat any Party to any award rendered in such arbitration proceeding mayseek a judgment upon the award and that judgment may be entered thereonby any court having jurisdiction. The arbitration shall be conducted inthe State of Pennsylvania.

20.    Non-Assignability/Binding Effect.    ThisEmployment Agreement shall not be assignable by any Party without theprior written consent of the other Parties. This Employment Agreementwill be binding upon and inure to the benefit of Executive, theCompany, Acorn, UnionTools and their respective successors andpermitted assigns.

21.    No StrictConstruction.    The language used in this EmploymentAgreement will be deemed to be the language chosen by the Parties toexpress their mutual intent, and no rule of strict construction will beapplied against any person.

22.    Conformance withCode Section 409A.    The parties hereto agree to negotiatein good faith should any amendment to this Employment Agreement berequired in order to comply with Section 409A of the United StatesInternal Revenue Code of 1986, as amended.

[Remainder of Page Intentionally Blank; Signature Pageto Follow]

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IN WITNESS WHEREOF, each of the Company,Acorn and UnionTools has caused this Employment Agreement to beexecuted by its duly authorized officer and Executive has signed thisEmployment Agreement, as of the date first written above.

|        |  |  |                       |  |  |                    |
|--------|--|--|-----------------------|--|--|--------------------|
|   |  |  | AMESTRUE TEMPER, INC. |
|   |  |  | By:                   |  |  | /s/Richard C. Dell |
|   |  |  | Its:                  |  |  | President and CEO  |
|   |  |  | ACORN PRODUCTS,INC.   |
|   |  |  | By:                   |  |  | /s/Richard C. Dell |
|   |  |  | Its:                  |  |  | President and CEO  |
|   |  |  | UNIONTOOLS,INC.       |
|   |  |  | By:                   |  |  | /s/Richard C. Dell |
|   |  |  | Its:                  |  |  | President and CEO  |
|   |  |  | EXECUTIVE             |
|   |  |  | /s/A. Corydon Meyer   |
|   |  |  | A. CorydonMeyer       |
|        |

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Annex 1

Relocation Policy

In addition to the provisions of theCompany’s Relocation Policy, Executive shall be entitled to thefollowing:

Moving Expenses

The Company willpay realtor’s fee to sell Executive’s current home (maximum6%), as well as closing costs on the sale of Executive’scurrent home and on the purchase of Executive’s new home (nopoints). The Company will also pay to move household goods, as well asup to three house-hunting trips for Executive and Executive’swife. Maximum $150,000.

Temporary Living Expenses

The Company will reimburse temporary living expenses (furnishedapartment) from Executive’s hire date to move date (not to exceedsix months). The Company will also reimburse travel expenses for tripsto Executive’s current home every other week until Executivemoves to the Harrisburg area (not to exceed sixmonths).

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ExhibitA

CONFIDENTIALITY, INVENTIONS,NON-COMPETITION ANDNON-SOLICITATION AGREEMENT

This Confidentiality, Inventions,Non-Competition and Non-Solicitation Agreement (the‘‘Agreement’’) is entered into this 7th day ofApril, 2006 by and between Ames True Temper, Inc., its successors orassigns (the ‘‘Company’’) and A. Corydon Meyer(the ‘‘Executive’’). This Agreement sets forththe entire agreement between the parties hereto concerning the subjectmatter hereof and supersedes all prior agreements and understandingsconcerning the subject matter hereof. In consideration of employment bythe Company of Executive pursuant to the Employment Agreement by andamong Executive, the Company, Acorn Products, Inc., a Delawarecorporation (‘‘Acorn’’), and UnionTools, Inc.,a Delaware corporation and wholly owned subsidiary of Acorn, datedApril 7, 2006 (the ‘‘Employment Agreement’’),which Executive acknowledges to be good and valuable consideration forthe Executive’s obligations hereunder, the Company and Executiveagree as follows:

1.    The Business.

Executive acknowledges that the Company and the Affiliates(as defined in Section 2(b) below) are engaged in the business of (i)manufacturing, marketing and distributing long-handled tools,wheelbarrows, hose reels, striking tools, pruning implements, pots andplanters, snow tools, lawn carts, repair handles, garden hoses, anddecorative accessories for the lawn and garden, and (ii) conductingsuch other activities as are undertaken (or are, to the knowledge ofExecutive, proposed or contemplated to be undertaken) from time to timeby the Company and each of the Affiliates during the term ofExecutive’s employment with the Company or any Affiliate as aresult of future acquisitions or otherwise (collectively, the‘‘Business’’).

2.    Confidential Information.

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|  | (a)  | Executive acknowledges that theConfidential Information (as defined below) constitutes a protectiblebusiness interest of the Company and the Affiliates, and covenants andagrees that at all times during the period of Executive’semployment, and at all times after termination of such employment,Executive will not, directly or indirectly, disclose, furnish, makeavailable or utilize any Confidential Information other than in thecourse of performing duties as an employee of the Company and/or theAffiliates. Executive will abide by Company policies and rules as maybe established from time to time by it for the protection of itsConfidential Information. Executive agrees that in the course ofemployment with the Company, Executive will not bring to theCompany’s offices or use, disclose to the Company, or induce theCompany to use, any confidential information or documents belonging toothers if such use or disclosure would violate any confidentiality ornon-disclosure agreement to which Executive is subject.Executive’s obligations under this Section 2(a) with respect toConfidential Information will survive the termination ofExecutive’s employment with the Company, and will terminate onlyat such time (if any) as the Confidential Information in questionbecomes generally known to the public other than through a breach ofExecutive’s obligations under this Agreement. |

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|  | (b)  | As used in this Agreement, the term‘‘Confidential Information’’ means any and allconfidential, proprietary or trade secret information, whetherdisclosed, directly or indirectly, verbally, in writing or by any othermeans in tangible or intangible form, including that which is conceivedor developed by Executive, applicable to or in any way related to: (i)the business of the Company or any of the Affiliates (as defined below)as then conducted or, to the knowledge of Executive, proposed to beconducted; (ii) the research and development of the Company or any ofthe Affiliates; or (iii) the business of any client, vendor, supplieror distributor of the Company or any of the Affiliates. SuchConfidential Information includes the following property or informationof the Company and the Affiliates, by way of example |

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|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | and without limitation, trade secrets,processes, formulas, data, program documentation, customer lists,designs, drawings, algorithms, source code, object code, know-how,improvements, inventions, licenses, techniques, all plans or strategiesfor marketing, development and pricing, business plans, financialstatements, profit margins and all information concerning existing orpotential clients, suppliers or vendors. Confidential Information alsomeans all similar information disclosed to the Company or any Affiliateby third parties which is subject to confidentiality obligations. Theterm ‘‘Affiliates’’ means (i)  CHATTHoldings, LLC and its subsidiaries and (ii) all predecessors,successors and assigns of the those Affiliates identified in (i). |

3.    Return of Materials.

Upontermination of employment with the Company, and regardless of thereason for such termination, Executive will leave with, or promptlyreturn to, the Company all documents, records, notebooks, magnetictapes, disks or other materials, including all copies, inExecutive’s possession or control which contain ConfidentialInformation or any other information concerning the Company, any of theAffiliates or any of their respective products, services or clients,whether prepared by the Executive or others. Notwithstanding theforegoing, Executive shall be entitled to retain the Executive’spersonal effects provided any Confidential Information is removedtherefrom.

4.    Inventions as Sole Property ofthe Company.

|  |           |                                                                                                                              |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executivecovenants and agrees that all Inventions (as defined below) shall bethe sole and exclusive property of the Company. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | As used in this Agreement, the term‘‘Inventions’’ means any and all inventions,developments, discoveries, improvements, works of authorship, conceptsor ideas, or expressions thereof, whether or not subject to patents,copyright, trademark, trade secret protection or other intellectualproperty right protection (in the United States or elsewhere), andwhether or not reduced to practice, which are conceived or developed byExecutive while employed with the Company and/or any Affiliate orwithin one (1) year following termination of such employment whichrelate to or result from the actual or anticipated business, work,research or investigation of the Company or any of the Affiliates orwhich are suggested by or result from any task assigned to or performedby Executive for the Company or any of the Affiliates. |

|  |           |                                                                                                                                                                                                   |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (c)  | Executive acknowledges that alloriginal works of authorship which are made by the Executive (solely orjointly) are works made for hire under the United States Copyright Act(17 U.S.C., et seq.). |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (d)  | Executiveagrees to promptly disclose to the Company all Inventions, all originalworks of authorship and all work product relating thereto. Thisdisclosure will include complete and accurate copies of all sourcecode, object code or machine-readable copies, documentation, worknotes, flow-charts, diagrams, test data, reports, samples and othertangible evidence or results (collectively, ‘‘TangibleEmbodiments’’) of such Inventions, works of authorship andwork product. All Tangible Embodiments of any Invention, work ofauthorship or work product related thereto will be deemed to have beenassigned to the Company as a result of the act of expressing anyInvention or work of authorship therein. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (e)  | Executive hereby assigns to theCompany (together with the right to prosecute or sue for infringementsor other violations of the same) the entire worldwide right, title andinterest to any such Inventions or works made for hire, and Executiveagrees to perform, during and after employment, all acts deemednecessary or desirable by the Company to permit and assist it, at theCompany’s expense, in registering, recording, obtaining,maintaining, defending, enforcing and assigning Inventions or worksmade for hire in any and all countries. Executive hereby irrevocablydesignates and appoints the Company and its duly |

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|  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | authorized officers and agents asExecutive’s agents and attorneys-in-fact to act for and onExecutive’s behalf and instead of Executive, to execute and fileany documents and to do all other lawfully permitted acts to furtherthe above purposes with the same legal force and effect as if executedby Executive; this designation and appointment constitutes anirrevocable power of attorney and is coupled with an interest. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (f)  | Without limiting the generality ofany other provision of this Section 4, Executive hereby authorizes theCompany and each of the Affiliates (and their respective successors) tomake any desired changes to any part of any Invention, to combine itwith other materials in any manner desired, and to withholdExecutive’s identity in connection with any distribution or usethereof alone or in combination with other materials. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (g)  | This Agreement does not apply toany invention for which no equipment, supplies, facility or tradesecret information of the Company or any Affiliate was used and whichwas developed entirely on Executive’s own time, unless (1) theinvention relates (a) to the business of the Company or any Affiliateor (b) to the Company’s or any Affiliate’s actualdemonstrably anticipated research or development of which Executive wasaware during the term of Executive’s employment with the Companyor any Affiliate; or (2) the invention results from any work performedby Executive for the Company or any Affiliate. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (h)  | The obligations of Executive setforth in this Section 4 (including, but not limited to, the assignmentobligations) will continue beyond the termination of Executive’semployment with respect to Inventions conceived or made by Executivealone or in concert with others during Executive’s employmentwith the Company and during the one (1) year thereafter, whetherpursuant to this Agreement or otherwise. These obligations will bebinding upon Executive and Executive’s executors, administratorsand other representatives. |

5.    List of PriorInventions.

All Inventions which Executive has made priorto employment by the Company or any Affiliate (including withoutlimitation Ames True Temper, Inc.) are excluded from the scope of thisAgreement. As a matter of record, Executive has set forth on Annex Ihereto a complete list of those Inventions which might relate to theCompany’s Business and which have been made by Executive prior toemployment with the Company. Executive represents that such list iscomplete. If no list is attached, Executive represents that there areno prior Inventions.

6.    Non-Competition.

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executive acknowledges that: (i)the Company and the Affiliates are and will be engaged in the Businessduring the term of the Executive’s employment and thereafter;(ii) the Company and the Affiliates are and will be actively engaged inthe Business throughout the world; (iii)  Executive is one of alimited number of persons who will be developing the Business; (iv)Executive has and will continue to occupy a position of trust andconfidence with the Company after the date hereof and during the termof the Executive’s employment Executive will become familiar withthe Company’s (and the Affiliates’) trade secrets and withother proprietary and confidential information concerning the Company(and the Affiliates) and the Business; (v) the agreements and covenantscontained in this Agreement are essential to protect the Company, theAffiliates and the goodwill of the Business and are a conditionprecedent to the execution by the Company of the Employment Agreement;(vi) Executive’s employment with the Company and/or theAffiliates has special, unique and extraordinary value to the Companyand the Affiliates and the Company would be irreparably damaged ifExecutive were to provide services to any person or entity in violationof the provisions of this Section 6; and (vii) Executive has means tosupport Executive and Executive’s dependents other than byengaging in the Business, and the provisions of this Section 6 will notimpair such ability. |

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|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | Executivewill not, during the Restricted Period (as defined below), in thecountries where the Company and the Affiliates engage in the Business,including the United States, Canada, Mexico, United Kingdom, Ireland,and Australia (the ‘‘Restricted Territory’’),directly or indirectly (whether as an owner, partner, shareholder,agent, officer, director, employee, independent contractor, consultant,or otherwise) own, operate, manage, control, invest in, performservices for, or engage or participate in any manner in, or renderservices to (alone or in association with any person or entity) orotherwise assist any person or entity that engages in, or owns, investsin, operates, manages or controls any venture or enterprise thatengages in, the Business. The term ‘‘RestrictedPeriod’’ means the period of time from the date hereofuntil three (3) years after the termination for any reason ofExecutive’s employment relationship with the Company and/or anyAffiliate or any successor thereto (including any termination based onnon-renewal of any employment agreement or arrangement). The RestrictedPeriod shall be extended for a period equal to any time period thatExecutive is in violation of this Section 6. Nothing contained in thisSection 6 shall be construed to prevent Executive from investing in thestock of any competing corporation listed on a national securitiesexchange or traded in the over-the-counter market, but only ifExecutive is not involved in the business of said corporation and ifExecutive and Executive’s associates (as such term is defined inRegulation 14(A) promulgated under the Securities Exchange Act of 1934,as in effect on the date hereof), collectively, do not own more than anaggregate of two percent (2%) of the stock of suchcorporation. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (c)  | Scope/Severability.    TheParties acknowledge that the business of the Company and the Affiliatesis and will be national and international in scope and thus thecovenants in this Section 6 would be ineffective if the covenants wereto be limited to a particular geographic area. If any court ofcompetent jurisdiction at any time deems the Restricted Periodunreasonably lengthy, or the Restricted Territory unreasonablyextensive, or any of the covenants set forth in this Section 6 notfully enforceable, the other provisions of this Section 6, and thisAgreement in general, will nevertheless stand and, to the full extentconsistent with law, continue in full force and effect, and it is theintention and desire of the parties that the court treat any provisionsof this Agreement which are not fully enforceable as having beenmodified to the extent deemed necessary by the court to render themreasonable and enforceable and that the court enforce them to suchextent (for example, that the Restricted Period be deemed to be thelongest period permissible by law, but not in excess of the lengthprovided for in Section 6(b), and the Restricted Territory be deemed tocomprise the largest territory permissible by law under thecircumstances but not in excess of the territory provided for inSection 6(b)). |

7.    Non-Solicitation.

|  |           |                                                                                                                                                                                                                                                   |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executive will not, during the Restricted Period,directly or indirectly (whether as an owner, partner, shareholder,agent, officer, director, employee, independent contractor, consultant,or otherwise) with or through any individual or entity: |

i.    employ, engage or explicitly solicit foremployment any individual who is, or was at any time during thetwelve-month period immediately prior to the termination ofExecutive’s employment with the Company and/or any Affiliate forany reason, an employee of the Company or any of the Affiliates orotherwise seek to adversely influence or alter such individual’srelationship with the Company or any of the Affiliates; or

ii.    solicit or encourage any individual orentity that is, or was during the twelve-month period immediately priorto the termination of Executive’s employment with the Company orany Affiliate for any reason, a customer, supplier or vendor of theCompany or any Affiliate to terminate or otherwise alter his, her orits relationship with the Company or any Affiliate.

iii.    Notwithstanding the foregoing, Executiveshall not be prohibited from employing or otherwise working with anysuch person whose employment is terminated by the Company or anyAffiliate.

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|  |           |                                                                                                                               |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | The Restricted Periodshall be extended for a period equal to any time period that Executiveis in violation of this Section 7. |

8.    EquitableRemedies.

Executive acknowledges and agrees thatthe agreements and covenants set forth in this Agreement are reasonableand necessary for the protection of the Company’s and theAffiliates’ business interests, that irreparable injury willresult to the Company and the Affiliates if Executive breaches any ofthe terms of said covenants, and that in the event of Executive’sactual or threatened breach of any such covenants, the Company and theAffiliates will have no adequate remedy at law. Executive accordinglyagrees that, in the event of any actual or threatened breach byExecutive of any of said covenants, the Company and the Affiliates willbe entitled to immediate injunctive and other equitable relief, withoutposting bond or other security and without the necessity of showingactual monetary damages. Nothing in this Section 8 will be construed asprohibiting the Company or any Affiliate from pursuing any otherremedies available to them for such breach or threatened breach,including the recovery of any damages that they are able to prove.

9.    Breach.

|  |           |                                                                                                                                                                                                                                                                                                                        |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executive’s material breach of any ofExecutive’s obligations under this Agreement will constitute‘‘due cause’’ (as defined in the EmploymentAgreement) for the termination of Executive by the Company and/or theAffiliates, as appropriate, pursuant to the Employment Agreement. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | In the event of a breach by Executive of any ofthe provisions in this Agreement, Executive will not be entitled to anyseverance payments or benefits set forth in the Employment Agreement,except as required by law, and the Company and/or the Affiliates willhave no obligation to pay any of the amounts that remain payable by theCompany under the Employment Agreement. |

10.    NoRight to Employment.

No provision of this Agreementshall give Executive any right to continue in the employ of the Companyor any of the Affiliates, create any inference as to the length ofemployment of Executive, affect the right of the Company or theAffiliates to terminate the employment of Executive, with or withoutcause, or give Executive any right to participate in any welfare orbenefit plan or other program of the Company or any of theAffiliates.

11.    Modification andWaiver.

This Agreement may not be modified oramended or terminated except by an instrument in writing signed by theParties. No term or condition of this Agreement will be deemed to havebeen waived, except by written instrument of the Party charged withsuch waiver. No such written waiver will be deemed to be a continuingwaiver unless specifically stated therein, and each such waiver willoperate only as to the specific term or condition waived and shall notconstitute a waiver of such term or condition for the future or as toany act other than that specifically waived.

12.    Severability.

Executiveacknowledges that the agreements and covenants contained in thisAgreement are essential to protect the Company and the Affiliates andtheir goodwill. Each of the covenants in this Agreement will beconstrued as independent of any other covenants or other provisions ofthis Agreement. It is the intention and desire of the Parties that thecourt treat any provisions of this Agreement which are not fullyenforceable as having been modified to the extent deemed necessary bythe court to render them reasonable and enforceable and that the courtenforce them to such extent.

13.    Notices.

Any notice,consent, waiver and other communications required or permitted pursuantto the provisions of this Agreement must be in writing and will bedeemed to have been properly 

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given (a)  when delivered by hand; (b)when sent by telecopier (with acknowledgment of complete transmission),provided that a copy is mailed by U.S. certified mail, return receiptrequested; (c) three (3) days after sent by certified mail, returnreceipt requested; or (d) one (1) day after deposit with a nationallyrecognized overnight delivery service, in each case to the appropriateaddresses and telecopier numbers set forth below:

If to theCompany:

CHATT Holdings LLCc/o Castle Harlan,Inc.150 East 58th StreetNew York, New York10155Attn: Justin WenderFax: (212) 207-8042

With acopy to:

Schulte Roth & Zabel LLP919 ThirdAvenueNew York, New York 10022Attn.: Robert Goldstein,Esq.Fax: (212) 593-5955

If to Executive, to theExecutive’s home address reflected in the Company’srecords.

Each party will be entitled to specify adifferent address for the receipt of subsequent notices by givingwritten notice thereof to the other party in accordance with thisSection 13.

14.    Headings.

The headings and other captions in this Agreement areincluded solely for convenience of reference and will not control themeaning and interpretation of any provision of this Agreement.

15.    Governing Law.

ThisAgreement has been executed in the State of Pennsylvania, and itsvalidity, interpretation, performance, and enforcement will be governedby the laws of such state, without regard to conflicts of lawsprinciples.

16.    Binding Effect.

This Agreement will be binding, upon and inure to thebenefit of Executive, the Company, and their respective successors andpermitted assigns; provided, however, that Executive may not assignthis Agreement or any part hereof.

17.    Survival.

The provisions inthis Agreement shall survive the termination of Executive’semployment with the Company.

18.    Compliance.

In order tomonitor compliance with the terms of this Agreement, Executive agreesto give written notice, including a pertinent description, to theCompany of each position of employment, ownership of more than onepercent (1%) of the stock of any corporation, participation withanother entity or organization (except for religious institutions orcharitable organizations not related to the Business) which Executiveobtains during the Restricted Period.

19.    NoStrict Construction.

The language used in thisAgreement will be deemed to be the language chosen by the Parties toexpress their mutual intent, and no rule of strict construction will beapplied against any person.

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IN WITNESS WHEREOF, the Company hascaused this Agreement to be executed by its duly authorized officer andExecutive has signed this Agreement, as of the date written below.

|  | EXECUTIVE: |
|--|------------|

Date:

|  |                                                                                 A.Corydon Meyer |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | AMES TRUE TEMPER, INC. |
|--|------------------------|

|  | By :                                                                        Its :                                                                         |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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ExhibitB

SEPARATION AGREEMENT AND GENERAL RELEASE

Ames TrueTemper, Inc. (the ‘‘Company’’), and A. CorydonMeyer (the ‘‘Executive’’) agree that thisSeparation Agreement and General Release (the‘‘Agreement’’) sets forth their completeagreement and understanding regarding the termination ofExecutive’s employment with the Company.

1.    Separation Date.    Executive’s employmentwith the Company will terminate effective                                 (the‘‘Separation Date’’). Executive agreesto return all Company property to the Company no later than theSeparation Date. Except as specifically provided below, Executive shallnot be entitled to receive any benefits of employment following theSeparation Date.

2.    Consideration of theCompany.    In consideration for the releases and covenants byExecutive in this Agreement, the Company will provide Executive withthe following: [insert consideration as set forth in EmploymentAgreement]

3.    Executive Release ofRights.    Executive (defined for the purpose of this Paragraph3 as Executive and Executive’s agents, representatives,attorneys, assigns, heirs, executors, and administrators) irrevocably,fully, and unconditionally releases the Released Parties (defined asthe Company, ATT Holding Co., CHATT Holdings, Inc., CHATT Holdings LLC,Castle Harlan Partners IV, L.P., and each of their affiliatedcompanies, parents, subsidiaries, predecessors, successors, assigns,divisions, related entities and any of their past or present employees,officers, agents, insurers, attorneys, administrators, officers,directors, shareholders, employee benefit plans, and the sponsors,fiduciaries, or administrators of the Company’s employee benefitplans) from any and all liability, claims, demands, actions, causes ofaction, suits, grievances, debts, sums of money, agreements, promises,damages, back and front pay, costs, expenses, attorneys’ fees,and remedies of any type, arising or that may have arisen out of or inconnection with Executive’s employment with or termination ofemployment from the Company, from the beginning of time to the datehereof, including but not limited to claims, actions or liabilityunder: (1) Title VII of the Civil Rights Act of 1964, 42 U.S.C.§2000 et seq., the Age Discrimination inEmployment Act, 29 U.S.C. §621 et seq., theAmericans with Disabilities Act of 1990, 42 U.S.C. §12101et seq., the Fair Labor Standards Act, 29 U.S.C.§201 et seq., the Family and Medical Leave Actof 1993, 29 U.S.C. §2601 et seq., theWorkers’ Adjustment and Retraining Notification Act, 29 U.S.C.§2101 et seq, the Employee Retirement IncomeSecurity Act of 1974, 29 U.S.C. §1001 et seq.,Pennsylvania Human Relations Act Pa., Stat. Ann. tit.43, §§951 et seq., all as amended; (2) any other federal, state or localstatute, ordinance, or regulation regarding employment, termination ofemployment, or discrimination in employment, and (3) the common lawrelating to employment contracts, wrongful discharge. defamation, orany other matter.

4.    Waiver ofReinstatement.    Executive waives any reinstatement or futureemployment with the Company and agrees never to apply for employment orotherwise seek to be hired, rehired, employed, re-employed, orreinstated by the Company or any of its affiliated companies orcorporations.

5.    No Disparagement or Encouragement ofClaims.    Executive agrees not to make any oral or writtenstatement that disparages or places any Released Party in a false ornegative light. Executive further agrees not to encourage or assist anyperson who files a lawsuit, charge, claim or complaint against theReleased Parties unless Executive is required to render such assistancepursuant to a lawful subpoena or other legal obligation. The Board ofDirectors (and each of its individual members) and the Chief ExecutiveOfficer of the Company agree not to make (outside the Company; orwithin the Company, except as may be reasonably necessary to conductthe business of the Company) any oral or written statement thatdisparages or places Executive in a false or negative light; and theseindividuals further agree not to encourage or assist any person whofiles a lawsuit, charge, claim or complaint against Executive unlesssuch individuals are required to render such assistance pursuant to alawful subpoena or other legal obligation.

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6.    Non-Admission/Inadmissibility.    ThisAgreement does not constitute an admission by the Company that anyaction it took with respect to Executive was wrongful, unlawful or inviolation of any local, state, or federal act, statute, orconstitution, or susceptible of inflicting any damages or injury onExecutive, and the Company specifically denies any such wrongdoing orviolation. This Agreement is entered into solely to resolve fully allmatters related to or arising out of Executive’s employment withand termination from the Company, and its execution, and implementationmay not be used as evidence, and shall not be admissible in asubsequent proceeding of any kind, except one alleging a breach of thisAgreement.

7.    Severability.    The provisions ofthis Agreement shall be severable and the invalidity of any provisionshall not affect the validity of the other provisions.

8.    Governing Law.    This Agreement shall begoverned by and construed in accordance with laws and judicialdecisions of the State of Pennsylvania, without regard to principles ofconflicts of laws.

9.    Scope ofAgreement.    Executive and the Company each understands that heor it, as applicable, remains bound to those provisions in theExecutive’s Employment Agreement, signed on[                ], 2006, which survive thetermination of Executive’s employment, including but not limitedto, those provisions in Paragraphs 9-11, 14, 19 and 20 of suchEmployment Agreement, and to the Confidentiality, Inventions,Non-Competition, and Non-Solicitation Agreement, signed on[                ], 2006. Except as specifically setforth in such provisions, this Agreement contains the entire agreementand understanding between Executive and the Company concerning thematters described herein, and supersedes all prior agreements,discussions, negotiations, understandings and proposals of the parties.The terms of this Agreement cannot be changed except in a subsequentdocument signed by both parties.

10.    RevocationPeriod.    Executive has the right to revoke this Agreement forup to seven days after he signs it. In order to revoke this Agreement,Executive must sign and send a written notice of the decision to do so,addressed to [name] at [inserttitle, and address], and that written notice mustbe received by the Company no later than the eighth day after Executivesigned this Agreement. If Executive revokes this Agreement, Executivewill not be entitled to any of the consideration from the Companydescribed in paragraph 2 above.

11.    Voluntary Executionof Agreement.    Executive acknowledges that:

|  |          |                                                                               |
|--|----------|-------------------------------------------------------------------------------|
|  | a.  | Executive has carefully read this Agreement andfully understands its meaning; |

|  |          |                                                                                                                |
|--|----------|----------------------------------------------------------------------------------------------------------------|
|  | b.  | Executive hadthe opportunity to take up to 21 days after receiving this Agreement todecide whether to sign it; |

|  |          |                                                                                                                         |
|--|----------|-------------------------------------------------------------------------------------------------------------------------|
|  | c.  | Executiveunderstands that the Company is hereby advising him, in writing, toconsult with an attorney before signing it; |

|  |          |                                                                                                     |
|--|----------|-----------------------------------------------------------------------------------------------------|
|  | d.  | Executive is signing this Agreement, knowingly,voluntarily, and without any coercion or duress; and |

|  |          |                                                                                                                                                                                        |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | e.  | Everything Executive is receiving for signingthis Agreement is described in the Agreement itself, and no otherpromises or representations have been made to cause Executive to signit. |

12.    Nondisclosure.    Executive shall notdisclose the contents or substance of this Agreement to any thirdparties, other than the Executive’s attorneys, accountants, or asrequired by law and shall instruct each of the foregoing not todisclose the same.

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|  | AMES TRUE TEMPER,INC. |
|--|-----------------------|

|                                                                                                                                                                                                                                                                                                                                                                    |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                               |  |  | By:                                                                   |
| ExecutiveSignature                                                                                                                                                                                                                                                                                                                                                 |  |  |                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                               |  |  |                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                               |  |  | Title:                                                                     |
|                                                                                                                                                                                                                                                                                                                                                               |  |  |                                                                                                                                                                                                                                                                                                                                                                                                            |
| Dated:                                                           |  |  | Dated:                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                    |

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