EMPLOYMENTAGREEMENT

This EMPLOYMENT AGREEMENT (this‘‘**Employment Agreement**’’) iseffective as of the 5th day of May, 2006 by and between Ames TrueTemper, Inc., a Delaware corporation (the‘‘**Company**’’), and DavidM.  Nuti (the‘‘**Executive**’’).

WHEREAS,the Company and its subsidiaries 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 from time to time by theCompany and each of its Affiliates, as defined in Section 9(f),as a result of future acquisitions, or otherwise; and

WHEREAS, the Company desires to employ Executive, andExecutive desires to be employed by the Company, as the Chief FinancialOfficer (‘‘CFO’’) of the Company, inaccordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and themutual covenants and promises in this Employment Agreement, the partiesagree as follows:

1.    Employment.    TheCompany hereby agrees to employ Executive as CFO of the Company, andExecutive hereby agrees to accept such employment and agrees to act asCFO of the Company, all in accordance with the terms and conditions ofthis Employment Agreement. Executive hereby represents and warrantsthat neither Executive’s entry into this Employment Agreement norExecutive’s performance of Executive’s obligationshereunder will conflict with or result in a breach of the terms,conditions or provisions of any other agreement or obligation of anynature to which Executive is a party or by which Executive is bound,including, without limitation, any development agreement,non-competition agreement or confidentiality agreement entered into byExecutive.

2.    Term of Employment and AutomaticRenewal.    The term of Executive’s employment underthis Employment Agreement will commence on the date of this EmploymentAgreement and will continue until the third (3rd) anniversary of thedate of this Employment Agreement (the ‘‘InitialEmployment Period’’). THE INITIAL EMPLOYMENTPERIOD AND ANY RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALLAUTOMATICALLY BE RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONSCONTAINED HEREIN FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A‘‘RENEWAL EMPLOYMENT PERIOD’’), UNLESS NOTLATER THAN SIXTY (60) DAYS PRIOR TO THE END OF THE INITIAL EMPLOYMENTPERIOD OR ANY RENEWAL EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHERPARTY SHALL GIVE WRITTEN NOTICE TO THE OTHER PARTY OF ITS ELECTION TOTERMINATE THIS EMPLOYMENT AGREEMENT. The Initial Employment Periodand the Renewal Employment Periods are hereinafter referred to as the‘‘**Employment Period**.’’ Forpurposes of this Employment Agreement, any notice of terminationelecting not to renew this Employment Agreement pursuant to thisSection  2 shall be deemed: (i) a termination without DueCause pursuant to Section 9(d) if such notice is delivered bythe Company; or (ii) a voluntary resignation without Good Reasonpursuant to Section 9(e) if such notice is delivered byExecutive. Notwithstanding anything to the contrary contained herein,the Employment Period is subject to termination pursuant to Section9 below.

3.    Position andResponsibilities.    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**’’), 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 

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Executive’s duties and responsibilitieswill require Executive’s full-time business efforts and agreesthat during the Employment Period, Executive will not engage in anyoutside business activities that conflict with the Executive’sobligations under this EmploymentAgreement.

4.    Compensation.

(a)    BaseSalary.    During the Employment Period, the Company shall payto Executive a minimum base salary at the rate of $230,000 per year(the ‘‘**Base Salary**’’), lessapplicable tax withholding, subject to increase from time to time,solely at the Company’s discretion, payable at theCompany’s regular employee payroll intervals. Executive’sperformance shall be reviewed annually and the Base Salary may beincreased, effective January  1 of each year, at theCompany’s solediscretion.

(b)    Bonus.    Executiveshall receive a one-time signing bonus of $30,000 (the‘‘Signing Bonus’’) payable within thirty(30) days of the date of this Employment Agreement. In the eventExecutive’s employment with the Company is terminated byExecutive for any reason within one (1) year of the date of thisEmployment Agreement, Executive shall return the amount of the SigningBonus to the Company within thirty (30) days of the termination date.During the Employment Period, Executive shall be eligible to receive acash bonus based upon the achievement of certain budgeted performancegoals pursuant to a program approved by the Board. Executive shall alsobe eligible to receive additional bonuses, in such amounts, if any, asdetermined by the Board in its sole discretion based upon theachievement of performance goals and objectives approved by theBoard.

(c)    Stock.    Pursuant to thoseSubscription Agreements (the ‘‘**SubscriptionAgreements**’’) entered into between CHATT andExecutive as of May  5,  2006, Executive purchased certainunits of CHATT, which units shall be subject to certain vesting,repurchase and other obligations and restrictions set forth in theSubscription Agreements and certain other applicabledocuments.

5.    Benefit Plans.    Duringthe Employment Period, Executive will be entitled to receivetraditional employment benefits comparable to those benefits providedto other senior executive officers of the Company (subject to anyapplicable waiting periods, eligibility requirements, or otherrestrictions), which may include insurance (medical, dental, life,disability, directors and officers, etc.), car allowance, retirementplans, and profit sharing plans. Notwithstanding the foregoing, theCompany may, at any time or from time to time, amend, modify, suspendor terminate any benefit plan or program contemplated hereunder in thisSection 5 for any reason and without the Executive’s priorwritten consent; provided that such amendment, modification, suspensionor termination does not disproportionately impact the Executive ascompared to the other participants under such plan orprogram.

6.    Business Expenses; Moving and TemporaryLiving expenses.    The Company, in accordance with policiesand practices established by the Board from time to time, will pay orreimburse Executive for all expenses (including travel and cell phoneexpenses) reasonably incurred by Executive during the Employment Periodin connection with the performance of Executive’s duties underthis Employment Agreement, provided that Executive shall provide to theCompany documentation 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. In addition,the Company shall reimburse Executive for (i) reasonable, documentedexpenses he incurs in taking up to three (3) house hunting trips withhis wife and moving his household goods in connection withExecutive’s relocation to a new primary residence in theHarrisburg, Pennsylvania area, (ii) up to 6% of therealtor’s fee to sell Executive’s current primaryresidence, and (iii) closing costs on the sale of Executive’scurrent primary residence and the purchase of his new primary residencein the Harrisburg, Pennsylvania area (0 points), provided, thatExecutive relocates to a new primary residence in the Harrisburg,Pennsylvania area before November  5,  2006 and is employedby the Company at the time of such relocation. From the date of thisEmployment Agreement to until November  5,  2006, theCompany will reimburse Executive for reasonable costs in connectionwith Executive’s trips from Harrisburg, Pennsylvania to hiscurrent primary residence every other week. From the date of thisEmployment Agreement until the earlier of November  5,2006 or the date on 

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which Executive relocates to his new primaryresidence in the Harrisburg, Pennsylvania area. the Company willreimburse Executive with respect to Executive’s rent for afurnished apartment in Harrisburg, Pennsylvania, up to a maximum of$3,000 per month.

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 shallExecutive be entitled to greater than six (6) weeks vacation peryear.

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

9.    Termination.

(a)    Death.    TheEmployment Period will terminate immediately upon the death ofExecutive. If the Employment Period is terminated pursuant to thisSection 9(a), the Company shall have no further obligation toExecutive (or the Executive’s estate) except for salary andbenefits accrued through the date of termination (the‘‘Accrued Benefits’’).

(b)    Due Cause.    The Company mayterminate the Employment Period immediately upon written notice toExecutive for a material breach of this Employment Agreement byExecutive. The following events constitute the exclusive list of eventsthat will be deemed a material breach of this Employment Agreement(each of which shall constitute ‘‘**DueCause**’’):

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|  | (i)  | Executive’smaterial breach of any of Executive’s obligations under theConfidentiality, Inventions, Non-Competition and Non-SolicitationAgreement; this Employment Agreement; the Subscription Agreements; theAmended and Restated Unitholders Agreement of CHATT, dated as ofJune  28,  2004, as in effect from time to time (the‘‘Unitholders Agreement’’); the LimitedLiability Company Agreement of CHATT, dated as of June28,  2004, by and among the parties thereto, as in effect fromtime to time (the ‘‘LLC Agreement’’) or theRegistration Rights Agreement of CHATT, dated as of June28,  2004, by and among the parties thereto, as in effect fromtime to time (the ‘‘Registration RightsAgreement’’);or |

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|  | (ii)  | Executive’scontinued and deliberate neglect of, willful misconduct in connectionwith the performance of, or refusal to perform Executive’s dutiesin accordance with Section 3 of this Employment Agreement,which, in the case of neglect or failure to perform, has not been curedwithin thirty (30) days after Executive has been provided notice of thesame;or |

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|  | (iii)  | Executive’sengagement in any conduct which injures the integrity, character,financial position or financial performance of the business orreputation of the Company or which impugns Executive’s ownintegrity, character or reputation so as to cause Executive to be unfitto act in the capacity of CFO of 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 the Company. |

If the Employment Period is terminatedpursuant to this Section 9(b), the Company shall have no furtherobligation to Executive except for the Accrued Benefits.

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(c)    PermanentDisability.    The Company may terminate the Employment Periodupon the Permanent Disability (as defined below) of the Executive. Ifthe Employment Period is terminated pursuant to this Section9(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. Except asset forth in the immediately preceding sentence and as otherwisedescribed in the Subscription Agreements, if the Employment Period isterminated pursuant to this Section 9(c), the Company shall haveno further obligation to Executive. For purposes of this EmploymentAgreement, the term ‘‘**PermanentDisability**’’ shall mean that Executive is unableto perform, with or without reasonable accommodation, by reason ofphysical or mental incapacity, the essential functions of theExecutive’s position for ninety (90) or more days in any onehundred twenty (120) day period. The Board shall determine, accordingto the facts then available, whether and when a Permanent Disabilityhas occurred. Such determination shall not be arbitrary orunreasonable.

(d)    Termination by theCompany without Due Cause.    The Company may terminate theEmployment Period without Due Cause upon thirty (30) days’ priorwritten notice. If the Employment Period is terminated pursuant to thisSection 9(d), then Executive will be entitled to receive (i) theAccrued Benefits and (ii) the Executive’s Base Salary plusbenefits (at the same cost to the Executive as in effect immediatelyprior to such termination of employment) for a period of twelve (12)months, payable at the Company’s regular payroll intervals.Notwithstanding the above, Executive shall receive such severancepayment only if Executive is not in material breach of any of theprovisions of the Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement. Except as set forth in this Section9(d) and as otherwise described in the Subscription Agreements, ifthe Employment Period is terminated pursuant to this Section9(d), the Company shall have no further obligation toExecutive.

(e)    Voluntary Resignationby Executive.    Executive may terminate the Employment Periodat any time for any reason upon thirty (30) days’ prior writtennotice. If the Employment Period is terminated pursuant to thisSection 9(e), the Company shall have no further obligation toExecutive except for the Accrued Benefits; provided,however, that if Executive is terminating the EmploymentPeriod for Good Reason (as defined below), then Executive will also beentitled to receive as severance pay the Executive’s Base Salaryplus benefits (at the same cost to the Executive as in effectimmediately prior to such termination of employment) for a period oftwelve (12) months, payable at the Company’s regular payrollintervals. Notwithstanding the above, Executive shall receive suchamounts only if Executive is not in material breach of any of theprovisions of the Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement. The following events will be deemed‘‘**Good Reason**’’ for whichExecutive may terminate the Employment Period and receive the severancepayments set forth in this Section9(e):

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|  | (i)  | a materialdiminution of the Executive’s responsibilities after notice tothe Company and a thirty (30) day opportunity to cure;or |

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|  | (ii)  | any material breachof this Employment Agreement on the part of the Company (including, butnot limited to, any decrease in the Base Salary without the consent ofthe Executive or relocation of Executive’s place of employment toa location that is greater than fifty (50) miles from the Harrisburg,Pennsylvania metropolitan area), after notice to the Board, and athirty (30) day opportunity to cure; provided,however, that Executive is not in material breach of any ofthe terms of this EmploymentAgreement. |

(f)    GeneralRelease.    The receipt of any severance payment as set forth inthis Sections 9 above shall be contingent upon Executive’sexecution of a general release of all claims against the Company andits Affiliates (as defined below), substantially in the form attachedhereto as Exhibit B. For purposes of this Employment Agreement,the term ‘‘**Affiliates**’’means all persons or entities that directly or indirectly, through oneor more intermediaries, controls, is controlled by, or is under commoncontrol with, the Company, all companies or entities in which theCompany owns an equity interest, and all predecessors, successors andassigns of such affiliates.

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(g)    Mitigation.    Notwithstandinganything herein to the contrary, to the extent Executive obtainsemployment at any time during the entire twelve (12) months of theseverance period, the Company’s severance obligations under thisEmployment Agreement, including, without limitation, the continuationof Executive’s benefits hereunder, shall be reduced by the amountof any compensation or benefits received (or accrued) by the Executive,including without limitation any equity or other incentive compensationand any bonus, under such new employment arrangement. Executive agreesthat if Executive accepts other employment at any time during theentire twelve (12) months of the severance period, Executive shallnotify the Company in writing within two (2) business days of suchacceptance. Executive acknowledges that the Executive’s failureto abide by this provision shall entitle the Company to recoup allseverance pay previously paid to Executive pursuant to this EmploymentAgreement.

(h)    Survival.    Terminationof the Employment Period in accordance with this Section 9, orexpiration of the Employment Period, will not affect the provisions ofthis Employment Agreement that survive such termination, includingwithout limitation, the provisions in the Confidentiality, Inventions,Non-Competition and Non-Solicitation Agreement and will not limiteither party’s ability to pursue remedies at law orequity.

10.    Attorney’s Fees.    Ifeither party prevails in a legal action to enforce or protect itsrights under this Employment Agreement, then that party shall beentitled to recover reasonable attorneys’ fees, costs, andexpenses, in addition to all other relief, including but not limited todamages and injunctive relief.

11.    ExecutiveAssistance.    Both during the Employment Period and for two(2) years after the end of the Employment Period, Executive shall, uponreasonable notice, furnish the Company with such information as may bein Executive’s possession or control, and cooperate with theCompany, as the Company may reasonably request (with due considerationto Executive’s business activities and obligations after theEmployment Period), in connection with any litigation, claim, or otherdispute in which the Company or any of its Affiliates is or may becomea party. The Company shall reimburse Executive for all reasonableout-of-pocket expenses incurred by Executive in fulfillingExecutive’s obligations under this Section 11. Inaddition, to the extent that the Executive provides such assistance atany time after six months from the date that Executive’semployment with the Company has terminated, and Executive is requiredto be absent from employment for one or more days in order to providesuch assistance, the Company shall pay the Executive for each such dayan amount equal to the daily rate of the Executive’s Base Salaryas in effect as of the date oftermination.

12.    Effect of PriorAgreements.    This Employment Agreement, the SubscriptionAgreement, the Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement, the Unitholders Agreement, the RegistrationRights Agreement and the LLC Agreement contain the entire understandingamong the Company, CHATT and Executive relating to the subject matterhereof and supersede any prior agreements, arrangements, andunderstandings between Executive, CHATT, ATT Holding Co., and theCompany relating to the subject matterhereof.

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 thatspecificallywaived.

14.    Severability.    If, for anyreason, any provision of this Employment Agreement is held invalid,such invalidity will not affect any other provision of this EmploymentAgreement, and each provision will to the full extent consistent withlaw 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.

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15.    Notices.    Anynotice, consent, waiver and other communications required or permittedpursuant to the provisions of this Employment Agreement must be inwriting and will be deemed to have been properly given (a) whendelivered by hand; (b) when sent by telecopier (with acknowledgment ofcomplete transmission), provided that a copy is mailed by U.S.certified mail, return receipt requested; (c) three (3) days after sentby certified mail, return receipt requested; or (d)  one (1) dayafter deposit with a nationally recognized overnight delivery service,in each case to the appropriate addresses and telecopier numbers setforth below:

If to the Company:

Ames TrueTemper, Inc.c/o Castle Harlan, Inc.150 East 58thStreetNew York, New York 10155Attn:    JustinWenderFax:     (212) 207-8042

With a copyto:

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

If toExecutive:

To the address set forth in the personnelrecords of the Company.

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 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 EmploymentAgreement.

17.    Headings.    The headingsand other captions in this Employment Agreement are included solely forconvenience of reference and will not control the meaning andinterpretation of any provision of this EmploymentAgreement.

18.    Governing Law;Arbitration.    This Employment Agreement has been executedin the State of Pennsylvania, and its validity, interpretation,performance, and enforcement will be governed by the laws of suchstate, except with respect to conflicts of laws principles. Except fordisputes arising out of an alleged violation of the covenants set forthin the Confidentiality, Inventions, Non-Competition andNon-Solicitation Agreement, any controversy or claim arising out of orrelating to any provision of this Employment Agreement or any otherdocument or agreement referred to herein shall be resolved byarbitration. The arbitration process shall be instigated by eitherparty giving written notice to the other of the desire for arbitrationand the factual allegations underlying the basis for the dispute. Thearbitration shall be conducted by such alternative dispute resolutionservice as is agreed to by the parties, or, failing such agreementwithin thirty (30) days after such dispute arises, by arbitratorsselected as described below in accordance with the rules and proceduresestablished by the American Arbitration Association. Only a person whois a practicing lawyer admitted to a state bar may serve as anarbitrator. Each party shall select one arbitrator, and thosearbitrators shall choose a third arbitrator; these arbitrators shallconstitute the panel. The American Arbitration Association rules foremployment arbitration shall control any discovery conducted inconnection with the arbitration. The expenses of arbitration (otherthan attorneys’ fees) shall be shared as determined byarbitration. Each side to the claim or controversy shall pay their ownattorneys’ fees. Any result reached by the panel shall be bindingon all parties to the arbitration, and no appeal may be taken. It isagreed that any party to any award rendered in such arbitrationproceeding may seek a judgment upon the award and 

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that judgment may be entered thereon by anycourt having jurisdiction. The arbitration shall be conducted in theState ofPennsylvania.

19.    Non-Assignability/BindingEffect.    This Employment Agreement shall not be assignableby either party without the prior written consent of the other party.This Employment Agreement will be binding upon and inure to the benefitof Executive, the Company, and their respective successors andpermitted assigns.

20.    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.

21.    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 Internal RevenueCode.

[Remainder of Page Intentionally Blank;Signature Page to Follow]

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IN WITNESS WHEREOF, the Company has causedthis Employment Agreement to be executed by its duly authorized officerand Executive has signed this Employment Agreement, as of May5,2006.

|        |  |  |                                            |  |  |                    |
|--------|--|--|--------------------------------------------|--|--|--------------------|
|   |  |  | AMESTRUE TEMPER, INC.                      |
|   |  |  | By:                                        |  |  | /s/Richard C. Dell |
|   |  |  | Its:                                       |  |  | President and CEO  |
|   |  |  | EXECUTIVE                                  |
|   |  |  | /s/David M. Nuti    5/16/06 |
|   |  |  | DavidM. Nuti                               |
|        |

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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[    ] day of[                    ], 2006 by andbetween CHATT Holdings LLC, its successors or assigns (the‘‘Company’’) and[                            ](the ‘‘Executive’’). This Agreement setsforth the entire agreement between the parties hereto concerning thesubject matter hereof and supersedes all prior agreements andunderstandings concerning the subject matter hereof. In considerationof employment by the Company and/or its Affiliates (as defined inSection 2(b) below) of Executive, which Executive acknowledges to begood and valuable consideration for the Executive’s obligationshereunder, the Company and Executive agree asfollows:

1.    TheBusiness.

Executive acknowledges that the Companyand its Affiliates 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 (or are proposed or contemplated to beundertaken) from time to time by the Company and each of its Affiliatesas a result of future acquisitions or otherwise (collectively, the‘‘Business’’).

2.    ConfidentialInformation.

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|  | (a)  | Executive acknowledges thatthe Confidential Information (as defined below) constitutes aprotectible business interest of the Company and its Affiliates, andcovenants and agrees that at all times during the period ofExecutive’s employment, and at all times after termination ofsuch employment, Executive will not, directly or indirectly, disclose,furnish, make available or utilize any Confidential Information otherthan in the course of performing duties as an employee of the Companyand/or its Affiliates. Executive will abide by Company policies andrules as may be established from time to time by it for the protectionof its Confidential 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. Executive’s obligations under this Section 2(a) withrespect to Confidential Information will survive 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 thisAgreement. |

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|  | (b)  | As used in this Agreement, theterm ‘‘Confidential Information’’ means anyand all confidential, 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 present or future business of the Company or any of its Affiliates(as defined below); (ii) the research and development of the Company orany of its Affiliates; or (iii) the business of any client, vendor,supplier or distributor of the Company or any of its Affiliates. SuchConfidential Information includes the following property or informationof the Company and its Affiliates, by way of example and withoutlimitation, trade secrets, processes, formulas, data, programdocumentation, customer lists, designs, drawings, algorithms, sourcecode, object code, know-how, improvements, inventions, licenses,techniques, all plans or strategies for marketing, development andpricing, business plans, financial statements, profit margins and allinformation concerning existing or potential clients, suppliers orvendors. Confidential Information also means all similar informationdisclosed to the Company or any Affiliate by third parties which issubject to confidentiality obligations. The term‘‘Affiliates’’ means (i) all persons orentities controlling, controlled by or under common control with theCompany, (ii)  all companies or entities in which the Companyowns an equity interest and (iii) all predecessors, successors andassigns of the those Affiliates identified in (i) and(ii). |

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3.    Return ofMaterials.

Upon termination of employment with theCompany, and regardless of the reason for such termination, Executivewill leave with, or promptly return to, the Company all documents,records, notebooks, magnetic tapes, disks or other materials, includingall copies, in Executive’s possession or control which containConfidential Information or any other information concerning theCompany, any of its Affiliates or any of their respective products,services or clients, whether prepared by the Executive or others.Notwithstanding the foregoing, Executive shall be entitled to retainthe Executive’s personal effects provided any ConfidentialInformation is removed therefrom.

4.    Inventionsas Sole Property of theCompany.

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|  | (a)  | Executive covenants and agreesthat all Inventions (as defined below) shall be the sole and exclusiveproperty of the Company. |

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|  | (b)  | As used in thisAgreement, the term ‘‘Inventions’’ meansany and all inventions, developments, discoveries, improvements, worksof authorship, concepts or ideas, or expressions thereof, whether ornot subject to patents, copyright, trademark, trade secret protectionor other intellectual property right protection (in the United Statesor elsewhere), and whether or not reduced to practice, conceived ordeveloped by Executive while employed with the Company and/or anyAffiliate of the Company or within one (1) year following terminationof such employment which relate to or result from the actual oranticipated business, work, research or investigation of the Company orany of its Affiliates or which are suggested by or result from any taskassigned to or performed by Executive for the Company or any of itsAffiliates. |

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|  | (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.). |

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|  | (d)  | Executive agrees topromptly disclose to the Company all Inventions, all original works ofauthorship and all work product relating thereto. This disclosure willinclude complete and accurate copies of all source code, object code ormachine-readable copies, documentation, work notes, flow-charts,diagrams, test data, reports, samples and other tangible evidence orresults (collectively, ‘‘TangibleEmbodiments’’) of such Inventions, works of authorshipand work 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 authorshiptherein. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (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 authorized officersand agents as Executive’s agents and attorneys-in-fact to actfor and on Executive’s behalf and instead of Executive, toexecute and file any documents and to do all other lawfully permittedacts to further the above purposes with the same legal force and effectas if executed by Executive; this designation and appointmentconstitutes an irrevocable power of attorney and is coupled with aninterest. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (f)  | Without limiting the generality ofany other provision of this Section 4, Executive hereby authorizes theCompany and each of its 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 othermaterials. |

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|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (g)  | This Agreement does notapply to any invention for which no equipment, supplies, facility ortrade secret information of the Company or any Affiliate was used andwhich was developed entirely on Executive’s own time, unless (1)the invention relates (a) to the business of the Company or anyAffiliate or (b) to the Company’s or any Affiliate’sactual demonstrably anticipated research or development; or (2) theinvention results from any work performed by Executive for the Companyor any Affiliate. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (h)  | The obligations ofExecutive set forth in this Section 4 (including, but not limited to,the assignment obligations) will continue beyond the termination ofExecutive’s employment with respect to Inventions conceived ormade by Executive alone or in concert with others duringExecutive’s employment with the Company and during the one (1)year thereafter, whether pursuant to this Agreement or otherwise. Theseobligations will be binding upon Executive and Executive’sexecutors, administrators and otherrepresentatives. |

5.    List of PriorInventions.

All Inventions which Executive has madeprior to 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 priorto employment with the Company. Executive represents that such list iscomplete. If no list is attached, Executive represents that there areno priorInventions.

6.    Non-Competition.

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executiveacknowledges that: (i) the Company and its Affiliates are and will beengaged in the Business during the term of the Executive’semployment and thereafter; (ii) the Company and its Affiliates are andwill be actively engaged in the Business throughout the world;(iii)  Executive is one of a limited number of persons who willbe developing the Business; (iv)  Executive has and will continueto occupy a position of trust and confidence with the Company after thedate hereof and during the term of the Executive’s employmentExecutive will become familiar with the Company’s (and itsAffiliates’) trade secrets and with other proprietary andconfidential information concerning the Company (and its Affiliates)and the Business; (v) the agreements and covenants contained in thisAgreement are essential to protect the Company, its Affiliates and thegoodwill of the Business and are a condition precedent to the sale bythe Company to Executive of certain Common Units, pursuant to theSubscription Agreement between the parties, dated as of the datehereof, and pursuant to the Strip Subscription Agreement between theparties, dated as of the date hereof; (vi)  Executive’semployment with the Company and/or its Affiliates has special, uniqueand extraordinary value to the Company and its Affiliates and theCompany would be irreparably damaged if Executive were to provideservices to any person or entity in violation of the provisions of thisSection 6; and (vii) Executive has means to support Executive andExecutive’s dependents other than by engaging in the Business,and the provisions of this Section 6 will not impair such ability. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | Executive will not, during the Restricted Period(as defined below), anywhere in the world (the‘‘Restricted Territory’’), directly orindirectly (whether as an owner, partner, shareholder, agent, officer,director, employee, independent contractor, consultant, or otherwise)own, operate, manage, control, invest in, perform services for, orengage or participate in any manner in, or render services to (alone orin association with any person or entity) or otherwise assist anyperson or entity that engages in, or owns, invests in, operates,manages or controls any venture or enterprise that engages in, theBusiness. The term ‘‘Restricted Period’’means the period of time from the date hereof until two (2) years afterthe termination for any reason of Executive’s employmentrelationship with the Company and/or any Affiliate or any successorthereto (including any termination based on non-renewal of anyemployment agreement or arrangement). The Restricted Period shall beextended for a period equal to any time period that Executive is inviolation of this Section 6. Nothing |

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|  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | contained in this Section 6 shall be construedto prevent Executive from investing in the stock of any competingcorporation listed on a national securities exchange or traded in theover-the-counter market, but only if Executive is not involved in thebusiness of said corporation and if Executive and Executive’sassociates (as such term is defined in Regulation 14(A) promulgatedunder the Securities Exchange Act of 1934, as in effect on the datehereof), collectively, do not own more than an aggregate of one percent(1%) of the stock of suchcorporation. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (c)  | Scope/Severability.    Theparties acknowledge that the business of the Company and its 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 inSection6(b)). |

7.    Non-Solicitation.

|  |           |                                                                                                                                                                                                                                                  |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executivewill not, during the Restricted Period, directly or indirectly (whetheras an owner, partner, shareholder, agent, officer, director, employee,independent contractor, consultant, or otherwise) with or through anyindividual or entity: |

i.    employ, engageor explicitly solicit for employment any individual who is, or was atany time during the twelve-month period immediately prior to thetermination of Executive’s employment with the Company and/orany Affiliate for any reason, an employee of the Company or any of itsAffiliates or otherwise seek to adversely influence or alter suchindividual’s relationship with the Company or any of itsAffiliates; or

ii.    solicit or encourageany individual or entity that is, or was during the twelve-month periodimmediately prior to the termination of Executive’s employmentwith the Company or any Affiliate for any reason, a customer, supplieror vendor of the Company or any Affiliate to terminate or otherwisealter his, her or its relationship with the Company or anyAffiliate.

|  |           |                                                                                                                               |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | The Restricted Period shall beextended for a period equal to any time period that Executive is inviolation 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 itsAffiliates’ business interests, that irreparable injury willresult to the Company and its Affiliates if Executive breaches any ofthe terms of said covenants, and that in the event ofExecutive’s actual or threatened breach of any such covenants,the Company and its Affiliates will have no adequate remedy at law.Executive accordingly agrees that, in the event of any actual orthreatened breach by Executive of any of said covenants, the Companyand its Affiliates will be entitled to immediate injunctive and otherequitable relief, without posting bond or other security and withoutthe necessity of showing actual monetary damages. Nothing in thisSection 8 will be construed as prohibiting the Company or any Affiliatefrom pursuing any other remedies available to them for such breach orthreatened breach, including the recovery of any damages that they areable to prove.

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9.    Breach.

|  |           |                                                                                                                                                                                                                                                                                                                                                   |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | Executive’sbreach of any of the Executive’s obligations under this Agreementwill be deemed a material breach of any employment agreement orarrangement Executive has with the Company or any of its Affiliates andwill constitute cause or due cause or the like for termination by theCompany and/or its Affiliates, as appropriate. |

|  |           |                                                                                                                                                                                                                                                                                                                                                               |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | In the event that the Company and/or itsAffiliates, as appropriate, terminates Executive without cause or duecause or the like or Executive voluntarily resigns, Executive willreceive severance payments, to the extent entitled under any employmentagreement or arrangement, only if Executive is not in breach of any ofthe provisions in this Agreement. |

10.    No Rightto Employment.

No provision of this Agreement shallgive Executive any right to continue in the employ of the Company orany of its Affiliates, create any inference as to the length ofemployment of Executive, affect the right of the Company or itsAffiliates 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 itsAffiliates.

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 specificallywaived.

12.    Severability.

Executiveacknowledges that the agreements and covenants contained in thisAgreement are essential to protect the Company and its 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 suchextent.

13.    Notices.

Anynotice, consent, waiver and other communications required or permittedpursuant to the provisions of this Agreement must be in writing andwill be deemed to have been properly given (a) when delivered by hand;(b) when sent by telecopier (with acknowledgment of completetransmission), provided that a copy is mailed by U.S. certified mail,return receipt requested; (c) three (3) days after sent by certifiedmail, return receipt requested; or (d) one (1) day after deposit with anationally recognized overnight delivery service, in each case to theappropriate addresses and telecopier numbers set forthbelow:

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If to theCompany:

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

With a copy to:

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

If to Executive:

Each party willbe entitled to specify a different address for the receipt ofsubsequent notices by giving written notice thereof to the other partyin accordance with this Section13.

14.    Headings.

Theheadings and other captions in this Agreement are included solely forconvenience of reference and will not control the meaning andinterpretation of any provision of thisAgreement.

15.    GoverningLaw.

This Agreement has been executed in the Stateof Pennsylvania, and its validity, interpretation, performance, andenforcement will be governed by the laws of such state, except withrespect to conflicts of lawsprinciples.

16.    BindingEffect.

This Agreement will be binding, upon andinure to the benefit of Executive, the Company, and their respectivesuccessors and permitted assigns; provided, however, that Executive maynot assign this Agreement or any part hereof.

17.    Survival.

The provisionsin this 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 writtenbelow.

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

Date:

|  | CHATTHOLDINGS LLC |
|--|-------------------|

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

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EXHIBITB

SEPARATION AGREEMENT AND GENERAL RELEASE

AMES TRUETEMPER, INC.(‘‘Company’’),and                (‘‘Executive’’),agree that this Separation Agreement and General Release(‘‘Agreement’’) sets forththeir complete agreement and understanding regarding the termination ofExecutive’s employment withCompany.

1.    SeparationDate.    Executive’s employment with Company willterminate effective                                    (the ‘‘Separation Date’’).Executive agrees to return all Company property to Company no laterthan the Separation Date. Except as specifically provided below,Executive shall not be entitled to receive any benefits of employmentfollowing the Separation Date.

2.    Consideration ofCompany.    In consideration for the releases and covenants byExecutive in this Agreement, Company will provide Executive with thefollowing: 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, officials,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 Civil Rights Act of 1991, the CivilRights Act of 1866, the Age Discrimination in Employment Act, theAmericans with Disabilities Act of 1990, 42 U.S.C. §12101 etseq., the Fair Labor Standards Act, 29 U.S.C. §201 etseq., the Family and Medical Leave Act of 1993, 29 U.S.C.§2601 et seq., the Workers’ Adjustment andRetraining Notification Act, the Employee Retirement Income SecurityAct of 1974, 29 U.S.C. §1001 et seq., PennsylvaniaHuman Relations Act Pa., Stat. Ann. tit.43, §§ 951 etseq., all as amended; (2) any other federal, state or local statute,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 Company and agrees never to apply for employment orotherwise seek to be hired, rehired, employed, re-employed, orreinstated by 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 legalobligation.

6.    Cooperation ofExecutive.    Executive agrees to cooperate with Company in anyreasonable manner as Company may request, including but not limited tofurnishing information to and otherwise 

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consulting with the Company; and assistingCompany in any litigation or potential litigation or other legalmatters, including but not limited to meeting with and fully answeringthe questions of Company or its representatives or agents, andtestifying and preparing to testify at any deposition or trial. Companyagrees to compensate Executive for any reasonable out of pocketexpenses incurred as a result of suchcooperation.

7.    Non-admission/Inadmissibility.    ThisAgreement does not constitute an admission by Company that any actionit 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 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 Company, and its execution, and implementation maynot be used as evidence, and shall not be admissible in a subsequentproceeding of any kind, except one alleging a breach of thisAgreement.

8.    Severability.    The provisionsof this Agreement shall be severable and the invalidity of anyprovision shall not affect the validity of the otherprovisions.

9.    Governing Law.    This Agreementshall be governed by and construed in accordance with laws and judicialdecisions of the State of Pennsylvania, without regard to itsprinciples of conflicts of laws.

10.    Scope ofAgreement.    Executive understands that he remains bound tothose provisions in the Executive’s Employment Agreement, signedon                              , 2006,which survive the termination of the Executive’s employment,including but not limited to, those provisions in Paragraphs 9-11, 14,19 and 20 of such Employment Agreement. Except as specifically setforth in such provisions, this Agreement contains the entire agreementand understanding between Executive and Company concerning the mattersdescribed herein, and supersedes all prior agreements, discussions,negotiations, understandings and proposals of the parties. The terms ofthis Agreement cannot be changed except in a subsequent document signedby both parties.

11.    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 [insert title, andaddress], and that written notice must be received byCompany no later than the eighth day after Executive signed thisAgreement. If Executive revokes this Agreement, Executive will not beentitled to any of the consideration from Company described inparagraph 2 above.

12.    Voluntary Execution ofAgreement.    Executive acknowledgesthat:

|  |          |                                                                              |
|--|----------|------------------------------------------------------------------------------|
|  | a.  | Executive has carefully read thisAgreement and fully understands itsmeaning; |

|  |          |                                                                                                                |
|--|----------|----------------------------------------------------------------------------------------------------------------|
|  | b.  | Executive had the opportunity to takeup to 21 days after receiving this Agreement to decide whether to signit; |

|  |          |                                                                                                                         |
|--|----------|-------------------------------------------------------------------------------------------------------------------------|
|  | c.  | Executive understands that the Company ishereby advising him, in writing, to consult with an attorney beforesigning it; |

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

|  |          |                                                                                                                                                                                        |
|--|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | e.  | everything Executive is receiving forsigning this Agreement is described in the Agreement itself, and noother promises or representations have been made to cause Executive tosign it. |

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13.    Nondisclosure.    Executiveshall not disclose the contents or substance of this Agreement to anythird parties, other than the Executive’s attorneys, accountants,or as required by law and shall instruct each of the foregoing not todisclose thesame.

COMPANY

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

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