<PAGE>
                   SIXTEENTH AMENDMENT TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This  SIXTEENTH  AMENDMENT  TO AMENDED AND  RESTATED  CREDIT  AGREEMENT
("Amendment")  is dated as of July 13,  2001,  and is entered  into by and among
UNIONTOOLS,  INC., a Delaware corporation ("BORROWER"),  ACORN PRODUCTS, INC., a
Delaware  corporation  ("HOLDINGS"),  HAWTHORNE TOOLS,  INC., f/k/a H.B. Sherman
Manufacturing Company, a Missouri corporation ("H.B. SHERMAN"),  PINETREE TOOLS,
INC., f/k/a Uniontools  Irrigation,  Inc., a Delaware corporation formerly known
as UnionTools Watering Products,  Inc. ("IRRIGATION" and together with Borrower,
Holdings and H.B. Sherman collectively,  the "LOAN PARTIES"),  HELLER FINANCIAL,
INC.,  in its  capacity as Agent for the Lenders  party to the Credit  Agreement
described below ("AGENT"), and the Lenders which are signatories hereto.

         WHEREAS,  Borrower,  Agent and Lenders have entered into an Amended and
Restated  Credit  Agreement dated as of May 20, 1997, as amended by that certain
Amendment No. 1 to Credit Agreement dated November 24, 1997, Second Amendment to
Credit  Agreement  dated as of May 22,  1998,  Third  Amendment  to Amended  and
Restated  Credit  Agreement  dated as of October 29, 1998,  Fourth  Amendment to
Amended and Restated  Credit  Agreement  dated as of February  26,  1999,  Fifth
Amendment to Amended and Restated  Credit  Agreement  dated as of June 10, 1999,
Sixth Amendment to Amended and Restated Credit Agreement dated as of October 28,
1999 (the  "SIXTH  AMENDMENT"),  Consent and  Seventh  Amendment  to Amended and
Restated  Credit  Agreement  dated as of March 13,  2000,  Eighth  Amendment  to
Amended  and  Restated  Credit  Agreement  dated as of  April  30,  2001,  Ninth
Amendment  to Amended and  Restated  Credit  Agreement  dated as of May 7, 2001,
Tenth Amendment to Amended and Restated  Credit  Agreement  ("TENTH  AMENDMENT")
dated as of May 14, 2001,  Eleventh  Amendment  to Amended and  Restated  Credit
Agreement  dated as of May 21, 2001,  Twelfth  Amendment to Amended and Restated
Credit Agreement dated as of June 4, 2001,  Thirteenth  Amendment to Amended and
Restated  Credit  Agreement dated as of June 15, 2001,  Fourteenth  Amendment to
Amended and Restated  Credit  Agreement dated as of June 26, 2001, and Fifteenth
Amendment to Amended and Restated Credit  Agreement dated as of July 6, 2001 (as
so amended and from time to time hereafter  amended,  supplemented  or otherwise
modified, the "CREDIT AGREEMENT"); and

         WHEREAS, Borrower has, in the past, performed below projected financial
targets or  breached  certain  financial  performance  covenants,  and has, as a
result,  requested,  and Agent and Lenders have  agreed,  to make certain of the
amendments indicated above; and

         WHEREAS,  the  Borrower has  requested  and Lenders have agreed to make
certain  additional  modifications  to the Credit  Agreement as hereinafter  set
forth, subject to the conditions and terms contained herein.

         NOW THEREFORE, in consideration of the mutual conditions and agreements
set forth in the Credit  Agreement  and this  Amendment,  the Recitals set forth
above (which are  incorporated  herein by this reference  thereto) and for other
good and valuable consideration, the

<PAGE>

receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:

         1.  DEFINITIONS.  Capitalized  terms  used  in this  Amendment,  unless
otherwise  defined herein,  shall have the meaning ascribed to such terms in the
Credit Agreement.

         2.  AMENDMENTS.  Subject to the conditions set forth below,  the Credit
Agreement is amended as follows:

         A.       Subsection 1.1(A)(1) is amended by deleting the first sentence
                  of such subsection in its entirety and inserting the following
                  sentence in lieu thereof:

                  "Subject to the  satisfaction  of the terms and conditions set
                  forth  herein and in  reliance  upon the  representations  and
                  warranties set forth herein, each Lender agrees, severally and
                  not jointly,  to lend to Borrower from the Closing Date to the
                  Expiry  Date its Pro  Rata  Share of the  loans  requested  by
                  Borrower to be made by Lenders under this  subsection  1.1(A),
                  up to an  aggregate  maximum for all Lenders of (i) during the
                  period from  January 1 through and  including  July 30 of each
                  year, $35,000,000, (ii) during the period from July 31 through
                  and including October 31 of each year, $25,000,000,  and (iii)
                  during  the  period  from  November  1 through  and  including
                  December  31 of each  year,  $30,000,000  (as the  same may be
                  reduced  from  time to time  hereunder,  the  "Revolving  Loan
                  Commitment").

         B.       Subsection  1.1(C) is amended by deleting the  following  text
                  from such section:

                  "On the  dates  indicated  below,  Borrower  shall  repay  the
                  Acquisition Loans through periodic installments in the amounts
                  equal to the applicable  percentage of the  Acquisition  Loans
                  outstanding  as  of  the  Amendment  No.  6  Date  ("Scheduled
                  Acquisition Loan Installments").

                          DATE                                   PERCENTAGE
                          ----                                   ----------
                  September 30, 2000                                2.083%
                  December 31, 2000                                 2.083%
                  March 31, 2001                                    2.083%
                  April 30, 2001                                   93.751%

                  On April 30, 2001, the entire remaining  principal  balance of
                  the  Acquisition  Loans,  together with all accrued but unpaid
                  interest thereon, shall be due and payable in full."

         and inserting the following in lieu thereof:

                  "The Loan  Parties  acknowledge  and agree that as of July 13,
                  2001 the principal amount of outstanding  Acquisition Loans is
                  $15,008,867.  On the

                                       2
<PAGE>

                  dates  indicated  below,  Borrower  shall repay the  aggregate
                  amounts  set  forth  opposite  such  dates   ("Scheduled  Loan
                  Installments")  for application to the  Acquisition  Loans and
                  Revolving   Loans  pro  rata   based  on  the  then   existing
                  outstanding  balance  of the  Acquisition  Loans  and the then
                  existing  Revolving  Loan  Commitment,  for the benefit of all
                  Lenders on an Adjusted  Pro Rata Share basis and in  permanent
                  reduction of the Revolving Loan Commitment:

                        DATE                               AMOUNT
                        ----                               ------
                  July 31, 2001                           $350,000
                  September 30, 2001                      $350,000
                  December 31, 2001                       $350,000
                  March 31, 2002                          $350,000
                  April 30, 2002          Entire  remaining  principal  balance
                                          of the  Acquisition  Loans,  together
                                          with all accrued but unpaid  interest
                                          thereon,  and all other  Obligations,
                                          shall be due and payable in full."


         C.       Subsection  1.2 is amended by deleting the definition of "Base
                  Rate Margin" and inserting the following in lieu thereof:

                  "Base Rate Margin' means three percent (3%)."

         D.       Subsection  1.2 is  amended  by  deleting  the  definition  of
                  "LIBOR" and inserting the following in lieu thereof:

                  "`LIBOR'  means,  for each Interest  Period,  a rate per annum
                  equal to:

                  (a)      the offered rate for  deposits in U.S.  dollars in an
                           amount  comparable  to the  amount of the  applicable
                           Loan  in  the  London   interbank   market  which  is
                           published by the British  Bankers'  Association,  and
                           that currently  appears on Telerate Page 3750, or any
                           other  source  available  to Agent,  as of 11:00 a.m.
                           (London  time) on the day  which is two (2)  Business
                           Days prior to the first day of the relevant  Interest
                           Period for a term comparable to such Interest Period;
                           or if, for any reason,  such a rate is not  published
                           by the British  Bankers'  Association  on Telerate or
                           any other  source  available  to Agent,  the rate per
                           annum equal to the average rate (rounded upwards,  if
                           necessary, to the nearest 1/100 of 1%) at which Agent
                           determines that U.S. dollars in an amount  comparable
                           to the  amount  of the  applicable  Loans  are  being
                           offered to prime  banks at  approximately  11:00 a.m.
                           (London  time) on the day  which is two (2)  Business
                           Days prior to the first day of such  Interest  Period
                           for a term  comparable  to such  Interest  Period for
                           settlement in immediately  available funds by leading
                           banks in the  London  interbank  market  selected  by
                           Agent; DIVIDED BY

                                       3
<PAGE>

                  (b)      a  number  equal  to 1.0  MINUS  the  aggregate  (but
                           without  duplication)  of the rates  (expressed  as a
                           decimal  fraction) of reserve  requirements in effect
                           on the day which is two (2)  Business  Days  prior to
                           the  beginning of such  Interest  Period  (including,
                           without limitation, basic, supplemental, marginal and
                           emergency reserves under any regulations of the Board
                           of Governors of the Federal  Reserve  System or other
                           governmental   authority  having   jurisdiction  with
                           respect  thereto,  as now  and  from  time to time in
                           effect) for Eurocurrency  funding (currently referred
                           to as  "Eurocurrency  Liabilities" in Regulation D of
                           such Board) which are required to be  maintained by a
                           member bank of the Federal Reserve System;  such rate
                           to be rounded  upward to the next whole  multiple  of
                           one-sixteenth of one percent (.0625%)."

         E.       Subsection 1.2 is hereby further amended by deleting the first
                  sentence of the paragraph beginning with the words "Each LIBOR
                  Loan  may  be  obtained"  and  containing  the  definition  of
                  "Interest Period", and substituting the following new sentence
                  therefor:  "Each  LIBOR Loan may be  obtained  for  periods no
                  longer than one (1) month each (each an "Interest  Period").".
                  Accordingly,  all references to and provisions allowing for or
                  contemplating  Interest  Periods  other  than  of a one  month
                  duration shall be deemed modified hereby to reference, provide
                  for or contemplate only one month Interest Periods.

         F.       Subsection  1.2 is further  amended by deleting the definition
                  of "LIBOR Margin" and inserting the following in lieu thereof:

                  "`LIBOR Margin' means four percent (4%)."

         G.       Subsection  1.2 is  further  amended  by  deleting  from  such
                  section  the  following   paragraphs  and  the  Pricing  Table
                  appearing  immediately  after the definition of "LIBOR Margin"
                  in their entirety:

                  "For the purposes of this subsection  1.2(A),  "Adjusted Total
                  Indebtedness  to  Operating  Cash Flow Ratio"  means,  for any
                  Calculation  Period,  the  ratio  of (i)  the  sum of (a)  the
                  average daily principal  balance of the Revolving Loans during
                  the  twelve  (12) month  period  ending on the last day of the
                  month for  which  the  Compliance  Certificate  most  recently
                  delivered  pursuant to subsection  4.10(C) was prepared,  PLUS
                  (b)  the  aggregate   outstanding  principal  balance  of  the
                  Acquisition  Loans,  the  Lender  Letters  of Credit  and Risk
                  Participation Agreements as of the last day of such month PLUS
                  (c) all other  Indebtedness for borrowed money of the Borrower
                  and its  Subsidiaries  on a consolidated  basis as of the last
                  day of such month, to (ii) Operating Cash Flow  (calculated as
                  illustrated  on Exhibit  4.10(C))  for the  twelve  (12) month
                  period ending on the last day of such month.


                                       4
<PAGE>


                                  PRICING TABLE
                                  -------------

<TABLE>
<CAPTION>
          ===================================== ================================ ==============================
          Adjusted Total Indebtedness to        Base Rate Margin on and after    LIBOR Margin on and after
          Operating Cash Flow Ratio             Amendment No. 6 Date             Amendment No. 6 Date
          ------------------------------------- -------------------------------- ------------------------------
<S>                                                  <C>                             <C>
          Greater than 3.75:1                                1.50%                           3.50%
          ------------------------------------- -------------------------------- ------------------------------
          Equal to or greater than 3.00:1 but
          equal to or less than 3.75:1                       1.50%                           3.50%
          ------------------------------------- -------------------------------- ------------------------------
          Less than 3:00:1                                   1.50%                           3.50%
          ===================================== ================================ ==============================
</TABLE>


                  With respect to clause  (i)(c) of the  definition of "Adjusted
                  Total  Indebtedness  to Operating  Cash Flow Ratio",  Adjusted
                  Total  Indebtedness  shall include all other  Indebtedness for
                  borrowed  money  of  Holdings  and  its   Subsidiaries   on  a
                  consolidated basis.

                           If  Borrower  shall  fail  to  deliver  a  Compliance
                  Certificate  by  the  date  required  pursuant  to  subsection
                  4.10(C),  effective  as of  the  first  Business  Day  of  the
                  immediately  succeeding  calendar month and continuing through
                  the day preceding the next  succeeding  Adjustment  Date, each
                  applicable Base Rate Margin and each  applicable  LIBOR Margin
                  shall be conclusively  presumed to equal the highest Base Rate
                  Margin and the highest  LIBOR Margin  specified in the pricing
                  table set forth above."

         H.       Interest  shall  henceforth  be due  and  payable  monthly  in
                  arrears.   Accordingly,   subsection   1.2(C)  of  the  Credit
                  Agreement  is  amended  by  deleting  the word  "quarter"  and
                  substituting  the word "month" therefor in the fourth sentence
                  of such subsection.

         I.       Subsection  1.5(C) is amended by deleting  such  subsection in
                  its entirety and inserting the following in lieu thereof:

                  "(C)  PREPAYMENTS  FROM  ASSET  DISPOSITIONS.  Borrower  shall
                  immediately  use the proceeds from sales of  inventory,  other
                  than in the  ordinary  course of  business,  and any  payments
                  received with respect to accounts  receivable  to  immediately
                  repay  Revolving  Loans by the amount of any  reduction in the
                  Borrowing Base  attributable to the Asset  Disposition  giving
                  rise to such Net Proceeds. To the extent not required to repay
                  Revolving  Loans as provided  above,  or to the extent any Net
                  Proceeds  remain  after  giving  effect  to any such  required
                  payment of Revolving Loans as provided  above,  Borrower shall
                  prepay  the  Acquisition  Loan and the  outstanding  principal
                  balance of the Revolving Loans in an aggregate amount equal to
                  such remaining Net Proceeds on an Adjusted Pro Rata basis. Any
                  Net

                                       5
<PAGE>

                  Proceeds  remaining after application as set forth above shall
                  be applied as provided in subsection 1.5(E)."

         J.       Subsection  1.5(E) is amended by deleting  such  subsection in
                  its entirety and inserting the following in lieu thereof:

                  "(E)  APPLICATION  OF PROCEEDS.  With respect to the mandatory
                  prepayments described in subsections 1.5(B), 1.5(C) and 1.5(D)
                  (but only as  relates  to Net  Proceeds  and  otherwise  after
                  giving effect to the  provisions of subsection  1.5(C)),  such
                  prepayments  shall first be applied against the full amount of
                  any and all remaining  Scheduled  Loan  Installments  in their
                  inverse  order of maturity  on an Adjusted  Pro Rata basis and
                  otherwise in  accordance  with the  provisions  of  subsection
                  1.1(C); PROVIDED that with respect to all such prepayments, at
                  any time after the Acquisition Loans shall have been repaid in
                  full,  such  prepayments   shall  be  applied  to  reduce  the
                  outstanding  principal  balance of the  Revolving  Loans.  All
                  repayments  of  outstanding  Revolving  Loans made pursuant to
                  subsections  1.5(B),  1.5(C) and 1.5(D)  shall be in permanent
                  reduction of the  Revolving  Loan  Commitment  (together  with
                  Scheduled Loan Installments, ("Permanent Reductions")."

         K.       Section 3.16 of the Credit  Agreement is hereby deleted in its
                  entirety and the following new Section 3.16 is  substituted in
                  lieu thereof:

                  "3.16. Except as expressly permitted or contemplated under the
                  Sixteenth Amendment,  Borrower shall not make any expenditures
                  or use the  proceeds  of any  Revolving  Loan for any  purpose
                  other  than  those  incurred  in the  ordinary  course  of its
                  business,  those otherwise  directly related to its current or
                  future business operations or as set forth in the then current
                  Cash Flow Forecast."

         L.       The  following  new Section 3.17 is hereby added to the Credit
                  Agreement immediately following Section 3.16:

                  "3.17 RELOCATION OF DISTRIBUTION CENTER. Borrower will not use
                  any Revolving  Loan  proceeds for any purpose  relating to any
                  relocation of its Columbus,  Ohio distribution  center without
                  the prior written consent of Lenders.  Nothing herein shall be
                  construed as constituting consent to any such relocation."

         M.       Section  4.1  is  hereby  deleted  in  its  entirety  and  the
                  following is hereby substituted therefore:

                  "4.1 CAPITAL EXPENDITURE LIMITS. Borrower shall not permit the
                  aggregate  amount of all Capital  Expenditures of Holdings and
                  its  Subsidiaries  on  a  consolidated  basis  to  exceed  (i)
                  $1,500,000 in the Borrower's  fiscal year

                                       6
<PAGE>

                  ending  December 31, 2001,  and (ii)  $500,000 from January 1,
                  2002  to  the  Expiry  Date  (the  "Capex  Limit").   "Capital
                  Expenditures"  will be  calculated as  illustrated  on Exhibit
                  4.10(C)."

         N.       Section  4.3  is  hereby  deleted  in  its  entirety  and  the
                  following is hereby substituted therefore:

                  "4.3 EBIDAT.  Borrower shall not permit EBIDAT of Holdings and
                  its Subsidiaries on a consolidated basis for the period ending
                  on the last day of the dates  set forth  below to be less than
                  the  amount  set forth  opposite  such date  under the  column
                  headed "Required" (TTM shall mean Trailing Twelve Months):

------------------------------ ------------- ------------- -------------------
            Date                 Projected     Required      Cure Threshold
------------------------------ ------------- ------------- -------------------
1/1/01 thru MAY 31, 2001         $6,533,000    $5,716,000      $5,553,000
1/1/01 thru JUNE 30, 2001        $6,990,000    $6,116,000      $5,942,000
1/1/01 thru JULY 31, 2001        $7,293,000    $6,381,000      $6,199,000
1/1/01 thru AUGUST 31, 2001      $7,586,000    $6,638,000      $6,448,000
1/1/01 thru SEPTEMBER 30, 2001   $7,736,000    $6,769,000      $6,576,000
1/1/01 thru OCTOBER 31, 2001     $7,954,000    $6,960,000      $6,761,000
1/1/01 thru NOVEMBER 30, 2001    $8,129,000    $7,113,000      $6,910,000
1/1/01 thru DECEMBER 31, 2001    $8,000,000    $7,000,000      $6,800,000
TTM  ended JANUARY 31, 2002      $8,139,000    $7,122,000      $6,918,000
TTM  ended FEBRUARY 28, 2002     $8,290,000    $7,254,000      $7,047,000
TTM  ended MARCH 31, 2002        $8,438,000    $7,383,000      $7,172,000
TTM  ended APRIL 30, 2002        $8,584,000    $7,511,000      $7,296,000
------------------------------ ------------- ------------- -------------------


                  "EBIDAT" will be calculated as illustrated on Exhibit 4.10(C).
                  Notwithstanding anything else in subclause 6.1 or elsewhere in
                  the Loan Documents to the contrary,  the Borrower shall not be
                  deemed to have breached this covenant, and no Default or Event
                  of Default  with respect to this  covenant  shall be deemed to
                  exist,  to the extent  that:  (1)  Borrower's  EBIDAT for such
                  measurement  period is not less than the  amount  set forth in
                  the column headed "Cure  Threshold"  for such period,  and (2)
                  within  three (3)  Business  Days of the delivery of financial
                  statements  demonstrating  that the Borrower has not generated
                  sufficient  EBIDAT  for  the  applicable  measurement  period,
                  Borrower  notifies Agent of its intent to cure such deficiency
                  in  accordance  with the  terms  hereof  and  within  five (5)
                  Business Days thereafter  Borrower  actually receives proceeds
                  from a capital contribution by Holdings, the issuance and sale
                  of  additional  capital stock to Holdings or from the issuance
                  of  Subordinated   Indebtedness  by  Borrower  (on  terms  and
                  conditions  acceptable to Requisite Lenders),  in each case in
                  the form of cash in an  amount  sufficient  to bring  Borrower
                  into  compliance  with  this  covenant  for  such  measurement
                  period,  after  giving  effect to  Borrower's  receipt of such


                                       7
<PAGE>

                  funds (the  foregoing  being referred to herein as the "EBIDAT
                  Cure"). The proceeds of any Subordinated  Indebtedness  issued
                  by  Borrower  or  any  capital  contribution  or  other  funds
                  received  from  Holdings  pursuant  to  this  subclause  shall
                  thereafter be deemed to be  additional  EBIDAT of the Borrower
                  generated in the period  covered by the  financial  statements
                  referred  to above in the  computation  of  Borrower's  EBIDAT
                  under  the   Compliance   Certificate.   Notwithstanding   the
                  provisions   of  subclause   1.5(E),   the  proceeds  of  such
                  Subordinated   Indebtedness  or  funds  received  by  Holdings
                  pursuant to this subclause shall be applied as payments of the
                  Revolving Loans and/or the Acquisition  Loans, as the Borrower
                  may determine in a written notice  delivered to Agent prior to
                  such  prepayment  (and if the Borrower fails to deliver such a
                  notice such prepayments shall be applied first in the order of
                  maturity of the remaining Scheduled Loan Installments and next
                  as payment of the Revolving Loans)."

         O.       Section  4.4  is  hereby  deleted  in  its  entirety  and  the
                  following is hereby substituted therefore:

                  "4.4 FIXED CHARGE  COVERAGE.  Borrower  shall not permit Fixed
                  Charge  Coverage  of  Borrower  and  its   Subsidiaries  on  a
                  consolidated  basis for the  period  ending on the last day of
                  any month  for the  dates set forth  below to be less than the
                  amount set forth  opposite  such date (TTM shall mean Trailing
                  Twelve Months):


                         --------------------------------------------------
                                 Date                            Ratio
                         --------------------------------------------------
                         1/1/01 thru MAY 31, 2001                2.02
                         1/1/01 thru JUNE 30, 2001               1.82
                         1/1/01 thru JULY 31, 2001               1.49
                         1/1/01 thru AUGUST 31, 2001             1.39
                         1/1/01 thru SEPTEMBER 30, 2001          1.19
                         1/1/01 thru OCTOBER 31, 2001            1.11
                         1/1/01 thru NOVEMBER 30, 2001           1.04
                         1/1/01 thru DECEMBER 31, 2001           0.88
                         TTM  ended JANUARY 31, 2002             0.90
                         TTM  ended FEBRUARY 28, 2002            0.92
                         TTM  ended MARCH 31, 2002               0.94
                         TTM  ended APRIL 30, 2002               0.96
                         ---------------------------------------------------


                  "Fixed Charge  Coverage"  will be calculated as illustrated on
                  Exhibit 4.10(C)."

         P.       Section  4.5  is  hereby  deleted  in  its  entirety  and  the
                  following is hereby substituted therefore:

                                       8
<PAGE>

                  "4.5 TOTAL INTEREST COVERAGE.  Borrower shall not permit Total
                  Interest   Coverage  of  Holdings   and   Subsidiaries   on  a
                  consolidated  basis for the  period  ending on the last day of
                  any fiscal  quarter  ending on the dates or during the periods
                  set forth  below to be less than the amount set forth for such
                  date or period (TTM shall mean Trailing Twelve Months):

                         -------------------------------------------------------
                                         Date                             Ratio
                         -------------------------------------------------------
                         1/1/01 thru MAY 31, 2001                          2.40
                         1/1/01 thru JUNE 30, 2001                         2.11
                         1/1/01 thru JULY 31, 2001                         1.88
                         1/1/01 thru AUGUST 31, 2001                       1.72
                         1/1/01 thru SEPTEMBER 30, 2001                    1.56
                         1/1/01 thru OCTOBER 31, 2001                      1.44
                         1/1/01 thru NOVEMBER 30, 2001                     1.32
                         1/1/01 thru DECEMBER 31, 2001                     1.16
                         TTM  ended JANUARY 31, 2002                       1.19
                         TTM  ended FEBRUARY 28, 2002                      1.22
                         TTM  ended MARCH 31, 2002                         1.24
                         TTM  ended APRIL 30, 2002                         1.27
                         -------------------------------------------------------


                  "Total Interest Coverage" will be calculated as illustrated on
                  Exhibit 4.10(C)."

         Q.       Section  4.6  is  hereby  deleted  in  its  entirety  and  the
                  following is hereby substituted therefore:

                  "4.6 TOTAL SENIOR INDEBTEDNESS TO EBIDAT RATIO. Borrower shall
                  not permit the ratio of Total Senior Indebtedness to EBIDAT of
                  Borrower  and  Subsidiaries  on a  consolidated  basis for the
                  twelve (12) month  period  ending on the last day of any month
                  for the dates set forth  below to be  greater  than the amount
                  set forth opposite each such date:


                                       9
<PAGE>

                        ---------------------------------------------
                                     Date                   Ratio
                        ---------------------------------------------
                        MAY 31, 2001                        10.27
                        JUNE 30, 2001                        8.81
                        JULY 31, 2001                        7.20
                        AUGUST 31, 2001                      6.73
                        SEPTEMBER 30, 2001                   5.76
                        OCTOBER 31, 2001                     6.18
                        NOVEMBER 30, 2001                    6.24
                        DECEMBER 31, 2001                    6.02
                        JANUARY 31, 2002                     6.15
                        FEBRUARY 28, 2002                    6.47
                        MARCH 31, 2002                       6.73
                        APRIL 30, 2002                       6.67
                        ---------------------------------------------


                  "Total Senior Indebtedness" and "EBIDAT" will be calculated as
                  illustrated on Exhibit 4.10(C)."

         R.       Exhibit  4.10(C) is hereby amended in its entirety and Exhibit
                  4.10(C)  attached  to this  Amendment  is  hereby  substituted
                  therefor.

         S.       Subsection  4.10(F) is hereby  amended by deleting  the period
                  appearing at the end thereof and adding the following thereto:

                  "(each a "Rolling Cash Flow Forecast"). Each Rolling Cash Flow
                  Forecast  shall  include a  comparison  of the actual Net Cash
                  Flow to the  projected  Net Cash Flow for the  prior  week and
                  shall  include  a written  explanation  by  management  of any
                  negative  variances  exceeding  the  greater of 25% or $25,000
                  from  any  line  item  contained  in such  Rolling  Cash  Flow
                  Forecast  for any such  week on a weekly  and on a  cumulative
                  basis.  Each  Rolling  Cash  Flow  Forecast  shall  contain  a
                  representation  and  warranty  by  Borrower  that there is, to
                  Borrower's knowledge,  no Default or Event of Default and that
                  Borrower  is  in  compliance  with  all   representations  and
                  warranties contained in the Loan Documents, including, without
                  limitation  Section 3.16, or if there is a Default or an Event
                  of Default, what action Borrower is taking in respect thereof.
                  Without  limiting the  foregoing in any manner,  Borrower also
                  shall  deliver  to Agent a 13 week  cash  flow  projection  of
                  Borrower and its Subsidiaries on a consolidated basis, for the
                  13 week  period  commencing  on June 25,  2001 and  ending  on
                  September  24,  2001  (the  "Initial  Cash  Flow   Forecast").
                  Thereafter,  Borrower  shall  deliver  a new 13 week cash flow
                  forecast to Agent (each such forecast, a "Sequential Cash Flow
                  Forecast") for each  subsequent 13 week period which commences
                  on the day  immediately  following the end of the then current
                  cash flow  forecast,  in each instance at least one week prior
                  to the final day  reflected in such  current 13 week  forecast
                  (e.g.  on  September  17,  2001 with  respect to the


                                       10
<PAGE>

                  forecast following the Initial Cash Flow Forecast).  Each such
                  Sequential Cash Flow Forecast shall be certified by an officer
                  of Borrower as being the good faith, best effort projection by
                  Borrower  of its  cash  flow  for  such  period,  shall  be in
                  substantially  the form of the  Initial  Cash Flow  Statement,
                  attached  hereto as  Exhibit  4.10(F-2),  and shall set forth,
                  with  appropriate  specificity,  the  projected  expenditures,
                  disbursements  and the Net Cash Flow of Borrower for each week
                  of each such 13 week period."

         T.       Section 10.1 is amended by

                  (a)      deleting  the date "July 13,  2001  appearing  in the
                           definition of "Expiry Date" and replacing it with the
                           date "April 30, 2002"; and

                  (b)      adding   the   following   defined   terms  in  their
                           appropriate alphabetic order:

                  "'Adjusted Pro Rata Share' means, on the date of determination
                  and with  respect  to a Lender,  the  percentage  obtained  by
                  dividing (i) the amount of such Lender's outstanding principal
                  balance of the  Acquisition  Loan PLUS such  Lender's Pro Rata
                  Share of the Revolving Loan Commitment as of such date,  after
                  giving  effect to any  permanent  reductions  in the Revolving
                  Loan  Commitment  previously  made from the application of any
                  Net Proceeds in  accordance  with the terms of this  Agreement
                  (other than in connection  with the  transaction for which the
                  determination  is  being  made),  and as such  Revolving  Loan
                  Commitments  otherwise may be reduced or adjusted from time to
                  time in  accordance  with the terms of this  Agreement  (as so
                  reduced   and   adjusted,   the   "Adjusted   Revolving   Loan
                  Commitment"),  by (ii)  the sum of the  aggregate  outstanding
                  balance of the  Acquisition  Loan PLUS the aggregate  Adjusted
                  Revolving Loan Commitment of all Lenders."

                  "`Cash  Flow  Forecast'  means  Borrower's   consolidated  and
                  consolidating  cash flow  projections  delivered  pursuant  to
                  subsection  4.10(F)  hereof and shall include the Rolling Cash
                  Flow  Forecasts,  the  Initial  Cash  Flow  Forecast  and  the
                  Sequential Cash Flow Forecasts."

                  "`Net Cash Flow' means  Borrower's  gross receipts for a given
                  period  less  Borrower's  aggregate   disbursements  for  such
                  period, each as reflected in Borrower's Cash Flow Forecast."

         3. ADDITIONAL WARRANTIES AND COVENANTS. Borrower hereby agrees with and
represents, warrants and covenants to Agent and Lenders as follows:

         A.       RENEWAL OF UNION CONTRACT. Borrower shall, on or before August
                  31,  2001,  renew the union  contract  with The  International
                  Brotherhood of Boilermakers,  Iron Shipbuilders,  Blacksmiths,
                  Forgers and Helpers, AFL-CIO Local 1916.

                                       11
<PAGE>

         B.       SALE OF CUSTOM INJECTION MOLDING. Borrower shall, on or before
                  September 1, 2001, sell all or substantially all of the assets
                  of its Custom Injection  Molding business  (collectively,  the
                  "CIM ASSETS") for an amount sufficient to repay and reduce the
                  Obligations  in accordance  with Section  1.5(E) of the Credit
                  Agreement  by the  greater  of  $1,750,000  or eighty  percent
                  (80.0%) of the Net  Proceeds  derived  from such  sale(s).  If
                  Borrower is unable to sell the CIM Assets as  aforesaid,  then
                  Borrower  shall,  on or before  December 1, 2001, sell all CIM
                  Assets which are used or useful in the manufacture of products
                  for any Persons other than Borrower  (hereafter,  "THIRD PARTY
                  CUSTOMERS") and shall  diligently  continue in the exercise of
                  its best efforts to sell all remaining CIM Assets,  including,
                  without limitation, all equipment, machinery and real property
                  and all  improvements  located  thereon.  Notwithstanding  the
                  foregoing,   Borrower   shall  continue  to  comply  with  its
                  contractual  obligations  owing to all Third Party  Customers,
                  whether by the so-called outsourcing of services or otherwise.

         C.       SALE OF BORROWER.  Borrower shall engage an investment  banker
                  of national repute, reasonably acceptable to Agent and Lenders
                  (the "INVESTMENT  BANKER"), to advise and assist Borrower with
                  respect to its operations, its strategic plans and management,
                  enhancing its capital  structure,  refinancing the Obligations
                  and/or selling all or substantially all of Borrower's business
                  and/or assets.  Borrower shall cause such Investment Banker to
                  issue  periodic  progress  reports to Agent and the Lenders as
                  and when  requested  by Agent and Lenders  and will  authorize
                  Agent to contact the Investment  Banker and discuss any matter
                  within  the  scope  of its  engagement.  Borrower  will at all
                  relevant  times  diligently  pursue  the sale of its  business
                  and/or  assets  and  will  keep  the  Agent  apprised  of  any
                  meaningful progress in connection  therewith.  Borrower agrees
                  to  participate  in  conference  calls  with the Agent and the
                  Lenders (with the  participation of the Investment  Banker, if
                  requested by Agent) in which the  Borrower and the  Investment
                  Banker,  if requested,  provide to Agent status reports on the
                  sale of Borrower  as  aforesaid.  Borrower  agrees to promptly
                  implement any  recommendations  of the Investment Banker which
                  are acceptable to all of the Lenders,  pursuant to a timetable
                  reasonably  acceptable  to  Borrower  and  Requisite  Lenders.
                  Without  limiting the  generality of the  foregoing,  Borrower
                  shall:

                  (a)      On  or  before  June  30,  2001,   provide   evidence
                           reasonably  acceptable  to Lenders that  Borrower has
                           retained  the  services of the  Investment  Banker as
                           aforesaid;

                  (b)      On or before August 31, 2001,  provide to the Agent a
                           copy of an appropriate  offering  memorandum prepared
                           by the Investment  Banker and Borrower,  suitable for
                           the  effective   marketing  of  Borrower  and/or  its
                           business and assets;

                  (c)      On or before  September  15, 2001,  provide  evidence
                           reasonably acceptable to Lenders that no less than 20
                           suitable offering  memoranda have been

                                       12
<PAGE>

                           distributed to qualified investors or purchasers (the
                           "MINIMUM MARKETING REQUIREMENT");

                  (d)      Beginning  on June  15,  2001  and on the 15th day of
                           each  month  thereafter,  provide to Lenders a report
                           summarizing,  in reasonable detail, the sales efforts
                           and  the  progress   and  results   thereof  for  the
                           preceding month;

                  (e)      On or before January 31, 2002, provide Lenders with a
                           certified copy of a letter of intent for the purchase
                           of  Borrower  which  is  acceptable  to the  board of
                           directors   of  Holdings  (a  "LETTER  OF   INTENT");
                           PROVIDED, however, that if the Net Proceeds from such
                           sale  would  not  be   sufficient   to  satisfy   the
                           Obligations  in  full,  in cash,  then  the  Board of
                           Directors of Holdings  shall not accept the offer set
                           forth in such  Letter  of  Intent  without  the prior
                           written  consent of all of the Lenders,  and PROVIDED
                           further  that if  Borrower  has  failed to achieve at
                           least 90% of the "Projected"  EBIDAT (as reflected in
                           the table  contained  in  Section  4.1 hereof for the
                           measurement  period most recently  then ended),  then
                           the  deadline for delivery of evidence of such Letter
                           of Intent shall be November 30, 2001. Notwithstanding
                           the foregoing to the contrary,  so long as Borrower's
                           EBIDAT for such  measurement  period is not less than
                           the  amount  set  forth in the  column  headed  "Cure
                           Threshold"  for such period as set forth in the table
                           contained   in  Section  4.1  hereof,   and  Borrower
                           delivers  the  requisite  notice to Agent in a timely
                           manner,  as set forth in Section 4.1,  then  Borrower
                           may  effect  an  EBIDAT  Cure  with  respect  to  the
                           requirements  under  this  paragraph  (e) in order to
                           achieve  90% of the  "Projected"  EBIDAT and  thereby
                           retain the later deadline set forth above; and

                  (f)      On or before the date that is 45 days  following  the
                           receipt by Borrower of an acceptable Letter of Intent
                           and   delivery  of  evidence   thereof  to  Agent  in
                           accordance  with  paragraph  (e) above,  enter into a
                           definitive,  binding  purchase and sale agreement for
                           the sale and  purchase of  Borrower or  substantially
                           all of  Borrower's  assets for an amount and on terms
                           substantially the same as set forth in such Letter of
                           Intent.

                           The sale of Borrower shall close and all transactions
                  incidental  thereto as  contemplated  under such  purchase and
                  sale agreement shall be consummated on or before (i) April 30,
                  2002, so long as a definitive  and binding sales  contract has
                  been  executed and  delivered  by the parties  thereto and all
                  conditions  precedent to the closing of the sale have been or,
                  in the reasonable judgement of the Requisite Lenders,  will be
                  met  in  a  timely  manner,   (ii)  March  31,  2002,  if  the
                  circumstances  described in clause (i) above have not occurred
                  and so long as Borrower  achieves the required level of EBIDAT
                  as  described  in paragraph  (e) above,  or (iii)  January 31,
                  2002, in all other instances.

                  D.       PAYMENT OF SUCCESS FEE.  Borrower  hereby agrees that
                           it shall pay Agent,  for the  ratable  benefit of all
                           Lenders, a success fee equal to $3,250,000,  $300,000
                           of

                                       13
<PAGE>

                           which  (the  "INITIAL INSTALLMENT") shall be due  and
                           payable  immediately  upon execution and delivery  of
                           this  Amendment  and  the balance of which,  equaling
                           $2,950,000 (the "FEE BALANCE"), shall be fully earned
                           upon  execution  and delivery of this  Amendment  and
                           shall be due and payable in cash,  in full,  upon the
                           earliest  to occur of (i) the Expiry Date (as defined
                           as of the date  hereof),  (ii) the  occurrence  of an
                           Event of Default,  or (iii) the  repayment in full of
                           the Obligations  (whether by a refinancing thereof or
                           otherwise).  Notwithstanding  the  foregoing  to  the
                           contrary, (A) Borrower shall receive a credit against
                           its  obligation  to pay the Initial  Installment  for
                           each dollar of the Extension Fee paid to and received
                           by  Agent   pursuant   to  the  terms  of  the  Tenth
                           Amendment,  and (B) the Fee Balance  shall be reduced
                           to (i) $2,450,000  upon  satisfaction  of the Minimum
                           Marketing  Requirement,  (ii) $2,200,000 upon receipt
                           of an  acceptable  Letter of Intent as  described  in
                           Section  (C)(e)  above,  and  (iii)  $1,700,000  upon
                           repayment  of the  Obligations  in full on or  before
                           April  30,  2002.   The  Fee  Balance   shall  accrue
                           interest,  calculated  on a basis of 360 days for the
                           actual days  elapsed,  from and after the date hereof
                           until paid in full,  at a rate  equal to ten  percent
                           (10%)  per  annum.  Any  accrued  interest  shall  be
                           payable on the date any principal portion of such fee
                           is payable. Notwithstanding anything contained in the
                           Loan  Documents  or  the  Subordinated  Participation
                           Agreement   to  the   contrary,   the   success   fee
                           contemplated  by this paragraph D shall not be deemed
                           to be proceeds, repayments or earnings related to the
                           Term  Loan  and the  Purchasers  (as  defined  in the
                           Subordinated  Participation  Agreement) shall have no
                           right to receive  any  portion  of or direct  benefit
                           from the  payment by Borrower  of such  success  fee.
                           Agent hereby  acknowledges  receipt of the  Extension
                           Fee in the amount of $100,000.  The success fee, when
                           paid,  shall be treated by  Borrower  as an  interest
                           expense  for  purposes  of  calculating  EBIDAT.  The
                           provisions of this  Paragraph D replace and supercede
                           the terms and  provisions of Section 1.7 of the Sixth
                           Amendment and any  provisions  of the Loan  Documents
                           amended thereby.  Notwithstanding  anything herein to
                           the  contrary,  after  the  payment  of  the  Initial
                           Installment  the  rights  of  Agent  and  Lenders  to
                           receive the remaining Fee Balance  contemplated under
                           this  Paragraph  D shall  rank  pari  passu  with the
                           rights of the  holders  of the Term  Loan to  receive
                           payments   in   accordance   with  the   Subordinated
                           Participation Agreement.

                  E.       REIMBURSEMENT  OF INCENTIVE  OR  SEVERANCE  PAYMENTS.
                           Borrower hereby agrees that any Severance Payments or
                           Awards  paid by Agent or Lenders  pursuant  to and as
                           defined in that certain  Backstop Letter agreement of
                           even date  herewith  made by Lenders are and shall be
                           Obligations  under the Credit  Agreement and, without
                           limiting the  generality of the  foregoing,  Borrower
                           agrees to reimburse Agent and Lenders for any amounts
                           paid by Agent or Lenders thereunder.

                  Borrower's    failure    to    comply   with   any   of    the
representations,  warranties  or  covenants  set  forth above in this Section  3
shall  constitute  an  immediate  Event  of Default under the Credit  Agreement.

                                       14
<PAGE>

         4.  PAYMENT  OF TRUE UP.  Promptly  upon  the  earliest  to occur  (the
"DETERMINATION  DATE") of (i) the  Expiry  Date,  (ii) the  acceleration  of the
Obligations  pursuant  to the  terms of the  Credit  Agreement  and  (iii)  upon
agreement  by the  Lenders to accept less than full  payment of all  outstanding
Obligations in complete discharge  thereof,  the Lenders having a Revolving Loan
Commitment  (or  which,  prior  to  such  acceleration,  had  a  Revolving  Loan
Commitment;  each a "REVOLVING  LOAN LENDER") shall pay to Agent for the benefit
of each Lender having only an Acquisition  Loan  Commitment (or which,  prior to
such acceleration had an Acquisition Loan Commitment;  each an "ACQUISITION LOAN
LENDER") such  Revolving  Loan  Lender's  Adjusted Pro Rata Share of the True Up
Amount,  if any,  thereby  reducing  the  outstanding  principal  amount  of the
Acquisition  Loan.  The Revolving Loan Lenders making such payments shall charge
the  Revolver  for the  amount  so  paid,  thereby  increasing  the  outstanding
aggregate principal balance of the Revolving Loans. For purposes of this Section
4, the following terms shall have the meanings indicated below:

                  "TRUE UP AMOUNT" means the product obtained by multiplying (i)
                  the Base  Date  Loan  Ratio  Percentage  by (ii) the  Ordinary
                  Course Revolver Payments.

                  "ORDINARY COURSE REVOLVER  PAYMENTS" means the result obtained
                  (but only if such result is a positive  number) by subtracting
                  (i) the sum of (a) the aggregate outstanding principal balance
                  of the Revolving Loans on the Determination  Date PLUS (b) the
                  aggregate amount of Permanent Reductions applied in payment of
                  the Revolving Loans (but excluding those Permanent  Reductions
                  of the Revolving Loan  Commitment  resulting  from  repayments
                  associated  with  reductions in the Borrowing Base) during the
                  period commencing April 30, 2001 and ending on (but excluding)
                  the  Determination  Date from (ii) the  aggregate  outstanding
                  Revolving Loan balance as of April 30, 2001.

                  "BASE DATE LOAN RATIO PERCENTAGE" means 34.2109233%.

         For  avoidance  of  doubt,  the  provisions  of this  Section 4 are not
intended to and shall not apply to any Lender  whose  Adjusted Pro Rata Share of
the  Revolving  Loan  Commitment  is equal to its Adjusted Pro Rata Share of the
outstanding Acquisition Loan.

         5.  CONDITIONS.  The  effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Agent):

         A.       each  Loan  Party  shall  have  executed  and  delivered  this
                  Amendment,  and such other  documents and instruments as Agent
                  may  require  shall have been  executed  and/or  delivered  to
                  Agent;

         B.       All  proceedings  taken in  connection  with the  transactions
                  contemplated by this Amendment and all documents,  instruments
                  and other legal matters incident thereto shall be satisfactory
                  to Agent and its legal counsel;

                                       15
<PAGE>

         C.       No  Default or Event of Default  shall  have  occurred  and be
                  continuing;

         D.       Borrower  shall have paid  Agent all fees owing in  connection
                  with this Amendment; and

         E.       Agent shall have received the Initial Cash Flow  Forecast,  in
                  form and substance acceptable to Agent, at least five Business
                  Days prior to the date hereof.

         6. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders to enter
into this  Amendment,  each Loan  Party  represents  and  warrants  to Agent and
Lenders as follows:

         A.       The execution,  delivery and performance of this Amendment has
                  been duly authorized by all requisite  corporate action on the
                  part of each Loan Party and that this  Amendment has been duly
                  executed and delivered by each Loan Party;

         B.       Each  of the  representations  and  warranties  set  forth  in
                  Section 5 of the Credit  Agreement (other than those which, by
                  their terms, specifically are made as of certain date prior to
                  the date hereof) are true and correct in all material respects
                  as of the date hereof;

         C.       Neither  Hawthorne  Tools,  Inc. nor  Pinetree  Tools owns any
                  material  assets,  has any material  liabilities,  conducts or
                  engages in any  business,  or employs  any Persons and neither
                  such  Subsidiary  shall do, own or incur any of the foregoing.
                  Borrower  intends to dissolve said  Subsidiaries as soon as is
                  practicable without incurring adverse tax consequences;

         D.       Schedule  5.4(A) to the Credit  Agreement which sets forth the
                  jurisdiction  of  organization  of each Loan Party is complete
                  and accurate in all respects; and

         E.       The disclosure Schedules to the Security Agreement,  which set
                  forth  the  locations  and names of  Borrower  and each of its
                  Subsidiaries, are complete and accurate in all respects.

         7.  WAIVER  OF  EXISTING  EVENT OF  DEFAULT.  Effective  as of the date
hereof,  upon  satisfaction  of the conditions  precedent set forth in Section 5
hereof, and in reliance upon the  representations and warranties of Borrower set
forth in the Credit  Agreement and in this  Amendment,  Agent and Lenders hereby
waive the Existing  Event of Default.  The foregoing is a limited waiver and the
execution and delivery of this  Amendment  does not constitute a waiver by Agent
or any  Lender  of any  other  Default  or Event  of  Default  now or  hereafter
existing, or any other term or provision of the Loan Documents. This Waiver does
not (i) constitute a waiver by any Lender of any of its other rights or remedies
under  the  Loan  Documents  (all  such  rights  and  remedies  being  expressly
reserved), or (iii) establish a custom or a course of dealing or conduct between
Agent, any Lender and Borrower.

         8. RELEASE.  In consideration of Agent's and Lenders' execution of this
Amendment  and for other good and  valuable  consideration,  receipt of which is
hereby  acknowledged,  (a) each Loan Party  hereby  acknowledges  that it has no
defense, counterclaim, offset, cross-complaint,

                                       16
<PAGE>

claim, or demand of any kind or nature whatsoever that can be asserted to reduce
or  eliminate  all or any part of its  liability  to pay or  perform  any of the
Obligations,  or to pay or perform any of its other  obligations with respect to
any other loans or other extensions of credit or financial  accommodations  made
available  to or for its  account by Lenders  or Agent,  or to seek  affirmative
relief or damages of any kind or nature from Lenders or Agent, and (b) each Loan
Party,  on its own  behalf  and on behalf of its  employees,  agents,  officers,
directors,  successors,  and assigns,  does hereby fully,  unconditionally,  and
irrevocably forever relieve,  relinquish,  release, waive,  discharge,  and hold
harmless  the Agent and each  Lender and its  current  and former  shareholders,
directors,  officers,  employees, agents, attorneys,  successors, and assigns of
and from any and all  claims,  debts,  actions,  causes of action,  liabilities,
demands, obligations, promises, acts, agreements, costs, expenses (including but
not limited to reasonably  attorneys'  fees) and damages of whatsoever  kind and
nature,  whether now known or unknown,  based upon,  resulting from, arising out
of, or in connection  with the Credit  Agreement,  the Agent's and each Lender's
administration  of  the  Loans  or  the  Credit  Agreement  (including,  without
limitation,  the  actions  or  inactions,  taken by the  Agent or any  Lender in
connection  therewith),  the Loans or other  extensions  of credit or  financial
accommodations  made by the  Lenders  from time to time to or for the account of
the Borrower or any Subsidiary thereof, including, without limitation, any Loans
made under the Credit  Agreement or in any way connected with or relating to any
other  instrument  or document  executed or  delivered in  connection  therewith
and/or the  administration or collection  thereof and/or collateral  therefor or
guaranties thereof.

         9.  SEVERABILITY.  Any provision of this  Amendment  held by a court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provision so held to be invalid or unenforceable.

         10. REFERENCES.  Any reference to the Credit Agreement contained in any
document,  instrument  or  agreement  executed  in  connection  with the  Credit
Agreement shall be deemed to be a reference to the Credit  Agreement as modified
by this Amendment.

         11. COUNTERPARTS.  This  Amendment  may be  executed  in  one or  more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

         12. RATIFICATION.  Each Loan Party hereby consents to the execution and
delivery of this Amendment. Each Loan Party hereby agrees that except as amended
hereby,  the Credit  Agreement and each of the other Loan Documents shall remain
in full force and effect in accordance with their  respective  terms.  Each Loan
Party hereby ratifies and confirms its  liabilities,  obligations and agreements
under the Credit Agreement and each other Loan Document,  all as amended by this
Amendment,  and  acknowledges  that other than as specifically set forth herein,
Agent  and  Lenders  do not  waive,  diminish  or limit  any  term or  condition
contained in the Credit  Agreement or any of the other Loan  Documents.  Agent's
and  each  Lender's  agreement  to the  terms  of this  Amendment  or any  other
amendment  shall  not be  deemed  to  establish  or create a custom or course of
dealing  between Agent or Lenders,  on the one hand, and any Loan Party,  on the
other hand.

                                       17
<PAGE>

         13. FURTHER ASSURANCES AND FEES AND EXPENSES. Each Loan Party covenants
and  agrees  that  it will at any  time  and  from  time  to time  do,  execute,
acknowledge and deliver,  or will cause to be done,  executed,  acknowledged and
delivered, all such further acts, documents and instruments as reasonably may be
required by Agent in order to effectuate fully the intent of this Amendment. The
Borrower  shall  pay  all  fees  and  expenses   incurred  in  the  preparation,
negotiation and execution of this Amendment,  including, without limitation, the
fees and expenses of counsel for Agent and the Lenders.

                    Balance of Page Intentionally Left Blank
                             Signature Page Follows




                                       18
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Sixteenth
Amendment to be duly executed under seal and delivered by their  respective duly
authorized officers on the date first written above.

<TABLE>
<S>                                                              <C>
UNIONTOOLS, INC., a Delaware corporation                         ACORN PRODUCTS, INC., a Delaware corporation


By:    /s/ John G. Jacob                                         By:    /s/ John G. Jacob
   ----------------------------------------------                   ----------------------------------------------
Title: VP and CFO                                                Title: VP and CFO
      -------------------------------------------                      -------------------------------------------

HAWTHORNE TOOLS, INC., a Missouri corporation                    PINETREE TOOLS, INC., a Delaware corporation


By:    /s/ John G. Jacob                                         By:    /s/ John G. Jacob
   ----------------------------------------------                   ----------------------------------------------
Title: VP and CFO                                                Title: VP and CFO
      -------------------------------------------                      -------------------------------------------

HELLER FINANCIAL, INC., as Agent and a Lender                    FLEET BUSINESS CREDIT CORP., formerly known as
                                                                 Sanwa Business Credit Corporation


By:    /s/ Greg Reynolds                                         By:    /s/ Lawrence Ausburn
   ----------------------------------------------                   ----------------------------------------------
Title: Assistant VP                                              Title: Senior VP
      -------------------------------------------                      -------------------------------------------

FLEET CAPITAL CORPORATION                                        PNC BANK, NATIONAL ASSOCIATION

By:    /s/ Lawrence Ausburn                                      By     /s/ William Miles
   ----------------------------------------------                   ----------------------------------------------
Title: Senior VP                                                 Title: Vice President
      -------------------------------------------                      -------------------------------------------


FIRSTAR BANK, N.A.                                               ARK CLO 2000-1 LIMITED

                                                                 By: Patriarch Partners, LLC
                                                                 Its: Attorney-in-fact


By:    /s/ Douglas W. Worden                                     By:    /s/ Lyne Tilton
   ----------------------------------------------                   ----------------------------------------------
Title: Assistant VP                                              Title: Authorized Signatory
      -------------------------------------------                      -------------------------------------------
</TABLE>



<PAGE>


                            CONSENT AND REAFFIRMATION
                            -------------------------

         The  undersigned  hereby  (i)  acknowledges  receipt  of a copy  of the
foregoing  Sixteenth  Amendment to Amended and Restated Credit  Agreement;  (ii)
agrees to be bound thereby, as a participant under the credit facility evidenced
by said Amended and Restated  Credit  Agreement,  and (iii) affirms that nothing
contained  therein shall modify in any respect  whatsoever  the  obligations  of
undersigned  to, or rights and remedies  of,  Agent and Lenders  pursuant to the
terms of that certain Subordinated  Participation  Agreement (the "Subordination
Agreement")  entered  into as of the 28th day of  October,  1999,  by and  among
Heller Financial,  Inc. in its individual capacity ("Heller") and (if applicable
pursuant to Section 11.17 thereof)  certain other  "Lender(s)"  under the Credit
Agreement (each,  individually  (including Heller), a "Seller" and collectively,
the  "Sellers")  and Heller  Financial,  Inc. in its capacity as Agent under the
Credit  Agreement  referred  to  below  (in  such  capacity,  together  with its
successors in such capacity, the "Agent") and OCM Principal  Opportunities Fund,
L.P. and TCW Special Credits,  as general partner and/or  investment  manager of
the funds  and  accounts  set forth on  Schedule  IA hereof  (collectively,  the
"Purchasers")  and  reaffirms  that the  Subordination  Agreement  is and  shall
continue  to remain in full  force and  effect.  Although  Purchasers  have been
informed  of the matters set forth  herein and have  acknowledged  and agreed to
same, the execution and delivery by Purchasers of this Consent and Reaffirmation
does not  create  any  obligation  on the part of Agent  and  Lenders  to inform
Purchasers of such matters in the future or to seek  Purchaser's  acknowledgment
or agreement to future  amendments or waivers,  and nothing  herein shall create
such a duty.

        Balance of Page Intentionally Left Blank - Signature Page Follows



<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned  has  executed  this Consent and
Reaffirmation on and as of the date of such Sixteenth Amendment.

                                  OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

                                  By:  Oaktree Capital Management, LLC
                                  Its:  General Partner



                                  By: /s/ Stephen A. Kaplan
                                     ---------------------------------------
                                      Stephen A. Kaplan
                                      Principal



                                  By: /s/ Vincent J. Cebula
                                     ---------------------------------------
                                      Vincent J. Cebula
                                      Managing Director


                                  TCW SPECIAL CREDITS, as general partner and
                                  investment manager of the funds and accounts
                                  set forth on Schedule I

                                  By:  TCW Asset Management Company
                                  Its:  Managing General Partner



                                  By: /s/ Richard Masson
                                     ---------------------------------------
                                      Richard Masson
                                      Authorized Signator


                                  By: /s/ Matthew Barrett
                                     ---------------------------------------
                                      Matthew Barrett
                                      Authorized Signator



<PAGE>





                    SCHEDULE IA TO CONSENT AND REAFFIRMATION

TCW SPECIAL CREDITS FUND IIIB

TCW SPECIAL CREDITS TRUST IIIB

THE COMMON FUND FOR BOND INVESTMENTS, INC.

DELAWARE STATE EMPLOYEES' RETIREMENT FUND

WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST (TCW)

TCW SPECIAL CREDITS TRUST

TCW SPECIAL CREDITS TRUST IV

TCW SPECIAL CREDITS TRUST IV-A

TCW SPECIAL CREDITS FUND IV

TCW SPECIAL CREDITS PLUS FUND