EMPLOYMENTAGREEMENT

This EMPLOYMENT AGREEMENT (this‘‘Employment Agreement’’) is effective as ofthe 7th  day of April, 2006 by and among Acorn Products, Inc., aDelaware corporation (‘‘Acorn’’), UnionTools,Inc. a Delaware corporation and wholly owned subsidiary of Acorn(‘‘UnionTools,’’ and together with Acorn, the‘‘Company’’), and John G. Jacob (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, Acorn entered into an Agreement and Plan of Merger(the ‘‘Merger Agreement’’), by and among Acorn,Ames True Temper, Inc. (‘‘Ames’’), and ATTUTHoldings, Inc., dated April 7, 2006, under which Ames acquired Acorn onthe ‘‘Closing Date’’ (as defined in the MergerAgreement);

WHEREAS, immediately prior to the ClosingDate, Executive was employed by UnionTools as the Vice President andChief Financial Officer of UnionTools and subject to the EmploymentAgreement, dated June 11, 2002, by and among Acorn, UnionTools, andExecutive, as amended by the First Amendment to Employment Agreement,dated May 26, 2004 (the ‘‘Prior EmploymentAgreement’’) and the Employee Severance Agreement, datedAugust 31, 1999, between Acorn and Executive (the ‘‘1999Severance Agreement’’);

WHEREAS, effective asof the Closing Date, UnionTools desires to continue to employ Executiveas the Vice President and Chief Financial Officer of UnionTools inaccordance 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, the Company and its Affiliates 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.    UnionToolshereby agrees to employ Executive as the Vice President and ChiefFinancial Officer of UnionTools, and Executive hereby agrees to acceptsuch employment and agrees to act as the Vice President and ChiefFinancial Officer of UnionTools, all in accordance with the terms andconditions of this Employment Agreement. Executive hereby representsand warrants that neither Executive’s entry into this EmploymentAgreement nor Executive’s performance of Executive’sobligations hereunder will conflict with or result in a breach of theterms, conditions or provisions of any other agreement or obligation ofany nature to which Executive is a party or by which Executive isbound, including, without limitation, any development agreement,non-competition agreement or confidentiality agreement entered into byExecutive.

2.    Term of Employment.    Theterm of Executive’s employment under this Employment Agreementwill commence on the date of this Employment Agreement and willcontinue until November 30, 2006 (the ‘‘EmploymentPeriod’’).

3.    Position andResponsibilities.    Executive shall report to and besubject to the direction of the Chief Financial Officer of Ames and theSenior Executive Vice President of Business Development of Ames.Executive shall perform and discharge such duties and responsibilitiesfor the Company as the 

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Chief Financial Officer of Ames and SeniorExecutive Vice President of Business Development of Ames may from timeto time reasonably assign Executive. Executive understands andacknowledges that such duties shall be subject to revision andmodification by the Chief Financial Officer of Ames, Senior ExecutiveVice President of Business Development of Ames, and/or the Board ofDirectors (the ‘‘Board’’) of the Company orCHATT Holdings LLC, as appropriate, upon reasonable notice toExecutive. During the Employment Period, Executive shall devoteExecutive’s full business time, attention, skill and efforts tothe faithful performance of Executive’s duties herein, and shallperform the duties and carry out the responsibilities assigned toExecutive, to the best of Executive’s ability, in a diligent,trustworthy and businesslike manner for the purpose of advancing theCompany. Executive acknowledges that Executive’s duties andresponsibilities will require Executive’s full-time businessefforts and agrees that during the Employment Period, Executive willnot engage in any outside business activities that conflict withExecutive’s obligations under this Employment Agreement.

4.    Compensation.    During the EmploymentPeriod, UnionTools shall pay to Executive a base salary at theannualized rate of $250,000 per year (the ‘‘BaseSalary’’), less applicable tax withholding, payable atUnionTools’ regular employee payroll intervals.

5.    Benefit Plans and Perquisites.     Duringthe Employment Period, Executive will be entitled to receive employeebenefits comparable to those benefits provided to other officers ofUnionTools, subject to any applicable waiting periods, eligibilityrequirements, or other restrictions. Notwithstanding the foregoing, theExecutive shall receive, for the period of employment of Executive byAcorn prior to the Closing Date, service credit under theCompany’s employee benefit plans and arrangements for purposes ofeligibility and vesting, and the Company shall waive any applicablewaiting periods, pre-existing conditions or actively-at-workrequirements and shall give Executive credit under the Company’scoverages or benefit plans for deductibles, co-payments andout-of-pocket payments that have been paid by Executive to Acorn duringthe period from January 1, 2006 to the Closing Date, in each case tothe extent permitted to do so under the Company’s benefit plansand arrangements. The Company may, at any time or from time to time,amend, modify, suspend or terminate any benefit plan or programcontemplated hereunder in this Section 5 for any reason and withoutExecutive’s prior written consent; provided that such amendment,modification, suspension or termination does not disproportionatelyimpact Executive as compared to the other participants under such planor program. In addition to the foregoing benefits, Executive shall beentitled to reimbursement for country club dues on a monthly basis, upto $500 per month until his employment is terminated pursuant toSection 9 hereof.

6.    BusinessExpenses.     The Company, in accordance with the policiesand practices established by the Board from time to time, will pay orreimburse Executive for all expenses (including travel, blackberry andcell phone expenses) reasonably incurred by Executive during theEmployment Period in connection with the performance ofExecutive’s duties under this Employment Agreement, provided thatExecutive shall provide to the Company documentation or evidence ofexpenses for which Executive seeks reimbursement in accordance with thepolicies and procedures established by the Board or the Company fromtime to time.

7.    Vacation.     During theEmployment Period, Executive shall be entitled to fifteen (15) days ofpaid vacation. 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.

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’’).

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(b)    Due Cause.    TheCompany may immediately terminate the Employee’s employment, for‘‘Due Cause’’ (as defined below) upon writtennotice by the Company to Executive identifying the act or actsconstituting Due Cause. The following constitutes the exclusive list ofevents that will provide the Company with a basis to terminateExecutive’s employment with the Company for Due Cause:

(i)    Executive’s material breach of anyof Executive’s obligations under the Confidentiality, Inventions,Non-Competition and Non-Solicitation Agreement, this EmploymentAgreement, or any other written agreement with the Company or any ofits Affiliates; or

(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, inthe case of neglect or refusal to perform, has not been cured withinthirty (30) days after Executive has been provided notice of the same;or

(iii)    Executive’s engagement inany conduct which injures the integrity, character, financial positionor financial performance of the business or reputation of the Companyor any of its Affiliates or which impugns Executive’s ownintegrity, character or reputation so as to cause Executive to be unfitto act in the capacity of Vice President and Chief Financial Officer ofUnionTools; or

(iv)    the AmesBoard’s good faith determination that Executive has committed anact or acts constituting a felony, or other act involving dishonesty,disloyalty or fraud against the Company or any of its Affiliates.

If the Employment Period is terminated pursuant to thisSection 9(b), the Company shall have no further obligation to Executiveexcept for the Accrued 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 UnionTools prior to the end of the Employment Periodwithout Due Cause upon thirty (30) days’ prior written notice. Ifthe Employment Period is terminated pursuant to this Section 9(d) bythe Company without Due Cause (other than by reason of death orPermanent Disability), then Executive will be entitled to receive (i)the Accrued Benefits and (ii) a severance amount equal to $840,000 (the‘‘Severance Payment’’), payable in twelve (12)monthly installments.

(e)    Voluntary Resignation byExecutive.    Executive may terminate his employment withUnionTools at any time prior to the end of the Employment Period forany reason upon thirty (30)  days’ prior written notice. IfExecutive terminates his employment with UnionTools without‘‘Good Reason’’ (as defined below), the Companyshall have no further obligation to Executive except for the AccruedBenefits. If Executive terminates his employment with the Company forGood Reason, then Executive will be entitled to receive (i) the AccruedBenefits and (ii) the Severance Payment payable in twelve (12) monthlyinstallments. ‘‘Good Reason’’ means, withoutthe consent of Executive, any material breach of this EmploymentAgreement by the Company (including, but not limited to, any decreasein the Base Salary or relocation of Executive’s place ofemployment to a location that is greater than fifty (50) miles from theColumbus, Ohio metropolitan area); provided, that the Company shallhave thirty (30) days following Executive’s written notice of hisintention to terminate his employment to cure the circumstancesconstituting Good Reason. Good Reason shall not include acts taken bythe Company (including but not limited to suspension of employment) asa 

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result of the Company’s reasonablebelief that grounds for termination of employment for Cause exist,provided that such acts shall constitute Good Reason to the extent suchacts continue for greater than thirty (30) days.

(f)    End of the Employment Period.    If Executiveremains employed with UnionTools through the end of the EmploymentPeriod (resulting in a date of termination of employment withUnionTools of November 30, 2006), he will be entitled to receive (i)the Accrued Benefits and (ii) the Severance Payment, payable in twelve(12) monthly installments.

(g)    ParachutePayments.    Notwithstanding any other provision of this Section9, in the event the Company determines, based upon the advice of theindependent public accountants for the Company, that part or all of theconsideration, compensation or benefits to be paid to Executive underthis Agreement constitute ‘‘parachutepayments’’ under Section 280G(b)(2) of the Internal RevenueCode of 1986, as amended, then, if the value of such parachute paymentsfor 280G purposes, singularly or together with the aggregate value ofany consideration, compensation or benefits to be paid to Executiveunder any other plan, arrangement or agreement which constitute‘‘parachute payments’’ (collectively, the‘‘Parachute Amount’’) exceeds 2.99 times theExecutive’s ‘‘base amount,’’ as definedin Section 280G(b)(3) of the Code (the ‘‘Executive BaseAmount’’), the amounts constituting ‘‘parachutepayments’’ which would otherwise be payable to or for thebenefit of Executive shall be reduced to the extent necessary so thatthe Parachute Amount is equal to 2.99  times the Executive BaseAmount (the ‘‘Reduced Amount’’). In the eventof a reduction of the payments that would otherwise be paid toExecutive, except for the application of this Section 9(g), then theCompany may elect which and how much of any particular entitlementshall be eliminated or reduced and shall notify Executive promptly ofsuch election; provided, however that the aggregate reduction shall beno more than as set forth in the preceding sentence of this Section9(g). Within ten (10) days following such election, the Company shallpay to Executive such amounts as are then due under this Agreement andshall pay to Executive in the future such amounts as become due underthis Agreement. As a result of the uncertainty in the application ofSection 280G of the Code at the time of a determination hereunder, itis possible that payments will be made by the Company which should nothave been made (‘‘Overpayment’’) or thatadditional payments which are not made by the Company pursuant to thisSection 9(g) should have been made(‘‘Underpayment’’). In the event of a finaldetermination by the Internal Revenue Service, or a final determinationby a court of competent jurisdiction, that an Overpayment has beenmade, any such Overpayment shall be treated for all purposes as a loanto Executive which Executive shall repay to the Company together withinterest at the applicable federal rate provided for in Section7872(f)(2) of the Code. In the event of a final determination by theInternal Revenue Service, a final determination by a court of competentjurisdiction or a change in the provisions of the Code or regulationspursuant to which an Underpayment arises under this Agreement, any suchUnderpayment shall be promptly paid by the Company to or for thebenefit of Executive, together with interest at the applicable federalrate provided for in Section  7872(f)(2) of the Code.

(h)    General Release.    The receipt of any SeverancePayment as set forth in this Sections 9 shall be contingent uponExecutive’s execution of a general release of all claims againstthe Company and its Affiliates (as defined below), substantially in theform attached hereto as Exhibit B. For purposes of this EmploymentAgreement, the term ‘‘Affiliates’’ means allpersons or entities that directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common controlwith, the Company, all companies or entities in which the Company ownsan equity interest, and all predecessors, successors and assigns ofsuch affiliates.

(i)    Breach of Covenants.    Inthe event 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.

(j)    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 

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amount of any payment provided under thisSection 9 be reduced by any compensation earned by Executive as theresult of employment by another employer after the date of terminationor otherwise.

(k)    Survival.    Termination of theEmployment Period in accordance with this Section 9, or expiration ofthe Employment Period, will not affect the provisions of thisEmployment Agreement that survive such termination, including withoutlimitation, the provisions in the Confidentiality, Inventions,Non-Competition and Non-Solicitation Agreement and will not limit anyParty’s ability to pursue remedies at law or equity.

10.    Attorney’s Fees.     If any Partyprevails in a legal action to enforce or protect its rights under thisEmployment Agreement, then that Party shall be entitled to recoverreasonable attorneys’ fees, costs, and expenses, in addition toall other relief, including but not limited to damages and injunctiverelief.

11.    Executive Assistance.    Both during the Employment Period and for two (2) years after the endof the Employment Period, Executive shall, upon reasonable notice,furnish the Company with such information as may be inExecutive’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. In addition, tothe extent that Executive provides such assistance at any time aftersix (6) months from the date that Executive’s employment with theCompany has terminated, and Executive is required to be absent fromemployment for one (1) or more days in order to provide suchassistance, the Company shall pay the Executive for each such day anamount equal to the daily rate of the Executive’s Base Salary asin effect as of the date of termination.

12.    Effectof Prior Agreements.     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 between Executive and theCompany relating to the subject matter hereof, including but notlimited to, the Prior Employment Agreement and the 1999 SeveranceAgreement.

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 provision will to the full extent consistent with law continue infull force and effect. If any provision of this Employment Agreement isheld invalid in part, such invalidity will in no way affect the rest ofsuch provision, and the rest of such provision, together with all otherprovisions of this Employment Agreement, will, to the full extentconsistent with law, continue in full 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:

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If to the Company:

AcornProducts, Inc. c/o Ames True Temper, Inc.465 RailroadAvenueCamp Hill, Pennsylvania 17011Attn: ChiefExecutive OfficerFax:  (717) 730-2552

With acopy to:

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

If toExecutive, to the Executive’s home address reflected in theCompany’s records.

Each Party will be entitled tospecify 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 selected as described below in accordance with the rulesand procedures established by the American Arbitration Association.Only a person who is a practicing lawyer admitted to a state bar mayserve as an arbitrator. Each of the Company and Executive shall selectone arbitrator, and those arbitrators shall choose a third arbitrator;these arbitrators shall constitute the panel. The American ArbitrationAssociation rules for employment arbitration shall control anydiscovery conducted in connection with the arbitration. The expenses ofarbitration (other than attorneys’ fees) shall be shared asdetermined by arbitration. The prevailing party shall be entitled torecover reasonable attorneys’ fees, costs and expenses. Anyresult reached by the panel shall be binding on all parties to thearbitration, and no appeal may be taken. It is agreed that any Party toany award rendered in such arbitration proceeding may seek a judgmentupon the award and that judgment may be entered thereon by any courthaving jurisdiction. The arbitration shall be conducted in the State ofPennsylvania.

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20.    Non-Assignabilitv/BindingEffect.    This Employment Agreement shall not be assignableby any Party without the prior written consent of the other Parties.This Employment Agreement will be binding upon and inure to the benefitof Executive, the Company, 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; SignaturePage to Follow]

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IN WITNESS WHEREOF, each of Acorn andUnionTools has caused this Employment Agreement to be executed by itsduly authorized officer and Executive has signed this EmploymentAgreement, as of the date first written above.

|        |  |  |                     |  |  |                    |
|--------|--|--|---------------------|--|--|--------------------|
|   |  |  | 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/John G. Jacob    |
|   |  |  | John G.Jacob        |
|        |

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ExhibitA

CONFIDENTIALITY, INVENTIONS,NON-COMPETITIONAND NON-SOLICITATION AGREEMENT

This Confidentiality,Inventions, Non-Competition and Non-Solicitation Agreement (the‘‘Agreement’’) is entered into this 7th day ofApril, 2006 by and between Acorn Products, Inc., a Delawarecorporation, its successors or assigns (the‘‘Company’’), UnionTools, Inc., a Delawarecorporation and wholly owned subsidiary of Acorn(‘‘UnionTools’’), and  John  G.Jacob (the ‘‘Executive,’’ and together with theCompany and UnionTools, the ‘‘Parties’’). ThisAgreement sets forth the entire agreement between the Parties heretoconcerning the subject matter hereof and supersedes all prioragreements and understandings concerning the subject matter hereof. Inconsideration of the continued employment by UnionTools of theExecutive pursuant to the Employment Agreement by and among theExecutive, the Company, and UnionTools, dated April 7, 2006 (the‘‘Employment Agreement’’), which Executiveacknowledges to be good and valuable consideration for theExecutive’s obligations hereunder, the Company and Executiveagree as follows:

1.    The Business.

The Executive acknowledges that the Company and theAffiliates (as defined in Section 2(b) below) are engaged in thebusiness of (i) manufacturing, marketing and distributing long-handledtools, wheelbarrows, hose reels, striking tools, pruning implements,pots and planters, snow tools, lawn carts, repair handles, gardenhoses, and decorative accessories for the lawn and garden, and (ii)conducting such other activities as are undertaken (or are, to theknowledge of the Executive, proposed or contemplated to be undertaken)from time to time by the Company and each of the Affiliates during theterm of Executive’s employment with the Company or any Affiliateas a result of future acquisitions or otherwise (collectively, the‘‘Business’’).

2.    Confidential Information.

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|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | The Executive acknowledges that the ConfidentialInformation (as defined below) constitutes a protectible businessinterest of the Company and the Affiliates, and covenants and agreesthat at all times during the period of the Executive’s employmentwith UnionTools, and at all times after termination of such employment,the 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 UnionTools and/or theAffiliates. The Executive will abide by Company policies and rules asmay be established from time to time by it for the protection of itsConfidential Information. The Executive agrees that in the course ofemployment with UnionTools, the 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. TheExecutive’s obligations under this Section 2(a) with respect toConfidential Information will survive the termination of theExecutive’s employment with UnionTools, and will terminate onlyat such time (if any) as the Confidential Information in questionbecomes generally known to the public other than through a breach ofthe Executive’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 the Executive, applicable to or in any way related to:(i) the business of the Company or any of the Affiliates (as definedbelow) as then conducted or, to the knowledge of the Executive,proposed to be conducted; (ii) the research and development of theCompany or any of the Affiliates; or (iii) the business of any client,vendor, supplier or distributor of the Company or any of |

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|  |   | the Affiliates. Such Confidential Informationincludes the following property or information of the Company and theAffiliates, by way of example 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 of theAffiliates by third parties which is subject to confidentialityobligations. The term ‘‘Affiliates’’ means (i)CHATT Holdings, 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 UnionTools, and regardless of the reasonfor such termination, the Executive will leave with, or promptly returnto, the Company all documents, records, notebooks, magnetic tapes,disks or other materials, including all copies, in theExecutive’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, the Executive shall be entitled to retain theExecutive’s personal effects provided any ConfidentialInformation is removed therefrom.

4.    Inventionsas Sole Property of the Company.

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|--|-----------|----------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | The Executive covenants and agrees that allInventions (as defined below) shall be the sole and exclusive propertyof the Company. |

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|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | As used in this Agreement,the term ‘‘Inventions’’ means any and allinventions, developments, discoveries, improvements, works ofauthorship, concepts or ideas, or expressions thereof, whether or notsubject to patents, copyright, trademark, trade secret protection orother intellectual property right protection (in the United States orelsewhere), and whether or not reduced to practice, which are conceivedor developed by the Executive while employed with UnionTools or withinone (1) year following termination of such employment which relate toor result from the actual or anticipated business, work, research orinvestigation of the Company or any of the Affiliates or which aresuggested by or result from any task assigned to or performed by theExecutive for the Company or any of the Affiliates. |

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

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|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (d)  | TheExecutive agrees to promptly disclose to the Company all Inventions,all original works of authorship and all work product relating thereto.This disclosure 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)  | TheExecutive hereby assigns to the Company (together with the right toprosecute or sue for infringements or other violations of the same) theentire worldwide right, title and interest to any such Inventions orworks made for hire, and the Executive agrees to perform, during andafter employment, all acts deemed necessary or desirable by the Companyto permit and assist it, at the Company’s expense, inregistering, recording, obtaining, maintaining, defending, enforcingand assigning Inventions or works made for |

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|  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | hire in any and all countries. The Executivehereby irrevocably designates and appoints the Company and its dulyauthorized officers and agents as the Executive’s agents andattorneys-in-fact to act for and on the Executive’s behalf andinstead of the Executive, to execute and file any documents and to doall other lawfully permitted acts to further the above purposes withthe same legal force and effect as if executed by the Executive; thisdesignation and appointment constitutes an irrevocable power ofattorney and is coupled with an interest. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (f)  | Without limiting the generality of any otherprovision of this Section 4, the 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 withhold theExecutive’s identity in connection with any distribution or usethereof alone or in combination with other materials. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (g)  | This Agreement does not apply to any inventionfor which no equipment, supplies, facility or trade secret informationof the Company or any Affiliate was used and which was developedentirely on the Executive’s own time, unless (1) the inventionrelates (a)  to the business of the Company or any Affiliate or(b) to the Company’s or any Affiliate’s actual demonstrablyanticipated research or development of which Executive was aware duringthe term of Executive’s employment with the Company or anyAffiliate; or (2) the invention results from any work performed by theExecutive for the Company or any Affiliate. |

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

5.    List of PriorInventions.

All Inventions which the Executive hasmade prior to employment by UnionTools are excluded from the scope ofthis Agreement. As a matter of record, the Executive has set forth onAnnex I hereto a complete list of those Inventions which might relateto the Company’s Business and which have been made by theExecutive prior to employment with UnionTools. The Executive representsthat such list is complete. If no list is attached, the Executiverepresents that there are no prior Inventions.

6.    Non-Competition.

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | The Executive acknowledges that: (i) the Companyand the Affiliates are and will be engaged in the Business during theterm of the Executive’s employment and thereafter; (ii) theCompany and the Affiliates are and will be actively engaged in theBusiness throughout the world; (iii) the Executive is one of a limitednumber of persons who will be developing the Business; (iv) theExecutive 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 the Executive will become familiarwith the Company’s (and the Affiliates’) trade secrets andwith other proprietary and confidential information concerning theCompany (and the Affiliates) and the Business; (v) the agreements andcovenants contained in this Agreement are essential to protect theCompany, the Affiliates and the goodwill of the Business and are acondition precedent to the execution by the Company of the EmploymentAgreement; (vi) the Executive’s employment with UnionTools hasspecial, unique and extraordinary value to the Company and theAffiliates and the Company would be irreparably damaged if the |

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|  |        |                                                                                                                                                                                                                                                                                                                     |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | Executive were to provide services to anyperson or entity in violation of the provisions of this Section 6; and(vii) the Executive has means to support the Executive and theExecutive’s dependents other than by engaging in the Business,and the provisions of this Section 6 will not impair such ability. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | The Executive will not, in the countries wherethe Company and the Affiliates engage in the Business, including theUnited States, Canada, Mexico, United Kingdom, Ireland, and Australia(the ‘‘Restricted Territory’’), during theRestricted Period (as defined below), directly or indirectly (whetheras an owner, partner, shareholder, agent, officer, director, employee,independent contractor, consultant, or otherwise) own, operate, manage,control, invest in, perform services for, or engage or participate inany manner in, or render services to (alone or in association with anyperson or entity) or otherwise assist any person or entity that engagesin, or owns, invests in, operates, manages or controls any venture orenterprise that engages in, the Business. The term‘‘Restricted Period’’ means the period of timefrom the date hereof until three (3) years after the termination forany reason of the Executive’s employment relationship withUnionTools or any successor thereto. The Restricted Period shall beextended for a period equal to any time period that the Executive is inviolation of this Section 6. Nothing contained in this Section 6 shallbe construed to prevent the Executive from investing in the stock ofany competing corporation listed on a national securities exchange ortraded in the over-the-counter market, but only if the Executive is notinvolved in the business of said corporation and if the Executive andthe Executive’s associates (as such term is defined in Regulation14(A) promulgated under the Securities Exchange Act of 1934, as ineffect on the date hereof), collectively, do not own more than anaggregate of two percent (2%) of the stock of suchcorporation. |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (c)  | Scope/Severability.    The Partiesacknowledge that the business of the Company and the Affiliates is andwill be national and international in scope and thus the covenants inthis Section 6 would be ineffective if the covenants were to be limitedto a particular geographic area. If any court of competent jurisdictionat any time deems the Restricted Period unreasonably lengthy, or theRestricted Territory unreasonably extensive, or any of the covenantsset forth in this Section 6 not fully enforceable, the other provisionsof this Section 6, and this Agreement in general, will neverthelessstand and, to the full extent consistent with law, continue in fullforce and effect, and it is the intention and desire of the Partiesthat the court treat any provisions of this Agreement which are notfully enforceable as having been modified to the extent deemednecessary by the court to render them reasonable and enforceable andthat the court enforce them to such extent (for example, that theRestricted Period be deemed to be the longest period permissible bylaw, but not in excess of the length provided for in Section 6(b), andthe Restricted Territory be deemed to comprise the largest territorypermissible by law under the circumstances but not in excess of theterritory provided for in Section 6(b)). |

7.    Non-Solicitation.

|  |           |                                                                                                                                                                                                                                                      |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | The Executive will not, during the RestrictedPeriod, directly or indirectly (whether as an owner, partner,shareholder, agent, officer, director, employee, independentcontractor, consultant, or otherwise) with or through any individual orentity: |

i.    employ, engage or explicitlysolicit for employment any individual who is, or was at any time duringthe twelve-month period immediately prior to the termination of theExecutive’s employment with UnionTools for any reason, anemployee of the Company or any of the Affiliates or otherwise seek toadversely influence or alter such individual’s relationship withthe 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 the Executive’s employment with UnionToolsfor any reason, a customer, supplier or vendor of the Company or anyAffiliate to terminate or otherwise alter his, her or its relationshipwith the Company or any Affiliate.

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iii.    Notwithstandingthe foregoing, Executive shall not be prohibited from employing orotherwise working with any such person whose employment is terminatedby the Company or any Affiliate.

|  |           |                                                                                                                                   |
|--|-----------|-----------------------------------------------------------------------------------------------------------------------------------|
|  | (b)  | TheRestricted Period shall be extended for a period equal to any timeperiod that the Executive is in violation of this Section 7. |

8.    Equitable Remedies.

TheExecutive acknowledges and agrees that the agreements and covenants setforth in this Agreement are reasonable and necessary for the protectionof the Company’s and the Affiliates’ business interests,that irreparable injury will result to the Company and the Affiliatesif the Executive breaches any of the terms of said covenants, and thatin the event of the Executive’s actual or threatened breach ofany such covenants, the Company and the Affiliates will have noadequate remedy at law. The Executive accordingly agrees that, in theevent of any actual or threatened breach by the Executive of any ofsaid covenants, the Company and the Affiliates will be entitled toimmediate injunctive and other equitable relief, without posting bondor other security and without the necessity of showing actual monetarydamages. Nothing in this Section 8 will be construed as prohibiting theCompany or any Affiliate from pursuing any other remedies available tothem for such breach or threatened breach, including the recovery ofany damages that they are able to prove.

9.    Breach.

|  |           |                                                                                                                                                                                                                                                                                                                                |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (a)  | TheExecutive’s material breach of any of the Executive’sobligations under this Agreement will constitute ‘‘duecause’’ (as defined in the Employment Agreement) for thetermination of employment by the Company and/or the Affiliates, asappropriate, 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 the Executive any right to continue in the employ ofUnionTools, create any inference as to the length of employment of theExecutive, affect the right of the Company or the Affiliates toterminate the employment of the Executive, with or without cause, orgive the Executive any right to participate in any welfare or benefitplan or other program of the Company or any of the Affiliates.

11.    Modification and Waiver.

This Agreement may not be modified or amended or terminatedexcept by an instrument in writing signed by the Parties. No term orcondition of this Agreement will be deemed to have been waived, exceptby written instrument of the Party charged with such waiver. No suchwritten waiver will be deemed to be a continuing waiver unlessspecifically stated therein, and each such waiver will operate only asto the specific term or condition waived and shall not constitute awaiver of such term or condition for the future or as to any act otherthan that specifically waived.

12.    Severability.

The 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.

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13.    Notices.

Any notice, consent, waiver and other communicationsrequired or permitted pursuant to the provisions of this Agreement mustbe in writing and will be deemed to have been properly given (a)when delivered by hand; (b) when sent by telecopier (withacknowledgment of complete transmission), provided that a copy ismailed by U.S. certified mail, return receipt requested; (c) three (3)days after sent by certified mail, return receipt requested; or (d) one(1) day after deposit with a nationally recognized overnight deliveryservice, in each case to the appropriate addresses and telecopiernumbers set forth below:

If to the Company:

Acorn Products, Inc. c/o Ames True Temper, Inc.465 Railroad Avenue Camp Hill, Pennsylvania 17011Attn: Chief Executive Officer Fax:  (717)730-2552

With a copy to:

Schulte Roth& Zabel LLP 919 Third Avenue New York, New York10022 Attn.: Robert Goldstein, Esq.Fax:   (212) 593-5955

If to theExecutive, to the Executive’s home address reflected in theCompany’s records.

Each Party will be entitled tospecify a different address for the receipt of subsequent notices bygiving written notice thereof to the other Party in accordance withthis Section 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 the Executive, the Company, and their respective successorsand permitted assigns; provided, however, that the Executive may notassign this Agreement or any part hereof.

17.    Survival.

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

18.    Compliance.

In order tomonitor compliance with the terms of this Agreement, the Executiveagrees to give written notice, including a pertinent description, tothe Company 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 theExecutive obtains during the Restricted Period.

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19.    No StrictConstruction.

The language used in this Agreementwill be deemed to be the language chosen by the Parties to expresstheir mutual intent, and no rule of strict construction will be appliedagainst any person.

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IN WITNESS WHEREOF, the Company hascaused this Agreement to be executed by its duly authorized officer andthe Executive has signed this Agreement, as of the date writtenbelow.

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

Date:

|        |  |  |                          |
|--------|--|--|--------------------------|
|   |  |  |      |
|   |  |  | JohnG. Jacob             |
|        |

|  | ACORN PRODUCTS,INC. |
|--|---------------------|

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

|  | UNIONTOOLS, INC. |
|--|------------------|

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

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ExhibitB

SEPARATION AGREEMENT AND GENERAL RELEASE

Acorn Products, Inc., a Delaware corporation (the‘‘Company’’), UnionTools, Inc., a Delawarecorporation (‘‘UnionTools’’), and John G. Jacob(the ‘‘Executive,’’ and together with theCompany and UnionTools, the ‘‘Parties’’), agreethat this Separation Agreement and General Release(‘‘Agreement’’) sets forth their completeagreement and understanding regarding the termination of theExecutive’s employment with UnionTools.

1.    Separation Date.    The Executive’semployment with UnionTools will terminate effective                                 (the‘‘Separation Date’’). The Executive agrees toreturn all Company property to the Company no later than the SeparationDate. Except as specifically provided below, the Executive shall not beentitled to receive any benefits of employment following the SeparationDate.

2.    Consideration of the Company.    Inconsideration for the releases and covenants by the Executive in thisAgreement, the Company will provide the Executive with the following:[insert consideration as set forth in the EmploymentAgreement]

3.    Executive’s Release ofRights.    The Executive (defined for the purpose of thisParagraph 3 as the Executive and the Executive’s agents,representatives, attorneys, assigns, heirs, executors, andadministrators) irrevocably, fully, and unconditionally releases theReleased Parties (defined as the Company, Ames True Temper, Inc.,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 the Executive’s employment with or termination ofemployment from UnionTools, 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.    The Executive waives any reinstatement orfuture employment with UnionTools and agrees never to apply foremployment or otherwise seek to be hired, rehired, employed,re-employed, or reinstated by UnionTools or any of its affiliatedcompanies or corporations.

5.    No Disparagement orEncouragement of Claims.    The Executive agrees not to make anyoral or written statement that disparages or places any Released Partyin a false or negative light. The Executive further agrees not toencourage or assist any person who files a lawsuit, charge, claim orcomplaint against the Released Parties unless the Executive is requiredto render such assistance pursuant to a lawful subpoena or other legalobligation. The Board of Directors (and each of its individual members)and the Chief Executive Officer of the Company agree not to make(outside the Company; or within the Company, except as may bereasonably necessary to conduct the business of the Company) any oralor written statement that disparages or places the Executive in a falseor negative light; and these individuals further agree not to encourageor assist any person who files a lawsuit, charge, claim or complaintagainst the Executive unless such individuals are required to rendersuch assistance pursuant to a lawful subpoena or other legalobligation.

6.    Non-Admission/Inadmissibility.    This Agreementdoes not constitute an admission by the Company that any action it tookwith respect to the Executive was wrongful, unlawful or in violation

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of any local, state, or federal act, statute,or constitution, or susceptible of inflicting any damages or injury onthe Executive, and the Company specifically denies any such wrongdoingor violation. This Agreement is entered into solely to resolve fullyall matters related to or arising out of the Executive’semployment with and termination from the Company, and its execution,and implementation may not be used as evidence, and shall not beadmissible in a subsequent proceeding of any kind, except one alleginga breach of this Agreement.

7.    Severability.    The provisions of this Agreementshall be severable and the invalidity of any provision shall not affectthe validity of the other provisions.

8.    GoverningLaw.    This Agreement shall be governed by and construed inaccordance with the laws and judicial decisions of the State ofPennsylvania, without regard to principles of conflicts of laws.

9.    Scope of Agreement.    Executive and the Companyeach understands that he or it, as applicable, remains bound to thoseprovisions in the Executive’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 asspecifically set forth in such provisions, this Agreement contains theentire agreement and understanding between the Executive and theCompany concerning the matters described herein, and supersedes allprior agreements, discussions, negotiations, understandings andproposals of the Parties. The terms of this Agreement cannot be changedexcept in a subsequent document signed by both Parties.

11.    Revocation Period.    The Executive has theright to revoke this Agreement for up to seven days after he signs it.In order to revoke this Agreement, the Executive must sign and send awritten notice of the decision to do so, addressed to[name] at [insert title, andaddress], and that written notice must be receivedby the Company no later than the eighth day after the Executive signedthis Agreement. If the Executive revokes this Agreement, the Executivewill not be entitled to any of the consideration from the Companydescribed in paragraph 2 above.

12.    Voluntary Executionof Agreement.    The Executive acknowledges that:

|  |          |                                                                                   |
|--|----------|-----------------------------------------------------------------------------------|
|  | a.  | the Executive has carefully read this Agreementand fully understands its meaning; |

|  |          |                                                                                                                    |
|--|----------|--------------------------------------------------------------------------------------------------------------------|
|  | b.  | theExecutive had the opportunity to take up to 21 days after receivingthis Agreement to decide whether to sign it; |

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

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

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

13.    Nondisclosure.    The 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 the same.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | ACORNPRODUCTS,INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                              |  |  |   |  |  | By:                                                                               |
| ExecutiveSignature                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | Title:                                                                                                |
| Dated:                                                                                                                                             |  |  |   |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | UNIONTOOLS,INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | By:                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | Title:                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |   |  |  | Dated:                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

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