<PAGE>
                  SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This  SEVENTEENTH  AMENDMENT TO AMENDED AND RESTATED  CREDIT  AGREEMENT
("AMENDMENT")  is dated as of October 4, 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,  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  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,  Fifteenth  Amendment to Amended and Restated Credit Agreement
dated as of July 6, 2001 and Sixteenth  Amendment to Amended and Restated Credit
Agreement dated as of July 13, 2001  ("SIXTEENTH  AMENDMENT";  as so amended and
from time to time hereafter  amended,  supplemented or otherwise  modified,  the
"CREDIT AGREEMENT"); and

         WHEREAS,  the  Borrower has  requested  and Lenders have agreed to make
certain additional modifications to the Credit Agreement  (specifically,  to the
Sixteenth  Amendment) 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 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.

<PAGE>

         2.  AMENDMENTS.  The  deadline  for the sale of the CIM Assets  used in
connection  with  manufacture  of products  for Third Party  Customers is hereby
extended to January 1, 2002.  Accordingly,  subject to the  conditions set forth
below,  subsection 3(B) of the Sixteenth Amendment is hereby amended by deleting
the date "December 1, 2001"  appearing of such subsection and  substituting  the
date "January 1, 2002" in lieu thereof.

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

         A.       Borrower  has received a letter of intent dated as of June 18,
                  2001 (the  "ORIGINAL  SSI  LETTER  OF  INTENT")  from,  and is
                  currently  negotiating  with, SSI Plastics with respect to the
                  purchase by SSI  Plastics  of the CIM Assets,  notwithstanding
                  the fact that the Original Letter of Intent has expired. Agent
                  acknowledges  receipt  of the  Original  SSI Letter of Intent.
                  Borrower hereby agrees with and covenants to Agent and Lenders
                  that (i) if negotiations with SSI Plastics do not progress and
                  Borrowers  and SSI  Plastics  are unable to reach a meeting of
                  the minds  with  respect to the sale and  purchase  of the CIM
                  Assets as aforesaid, and the parties terminate negotiations in
                  respect  thereof,  then,  in such event  (and  notwithstanding
                  anything else contained in the Sixteenth Amendment),  Borrower
                  shall  immediately  notify Agent in writing of such facts, and
                  (ii)  Borrower  shall  use its best  efforts  to  procure  and
                  deliver to Agent on or before  October 10,  2001,  a copy of a
                  new,  current  letter of intent from SSI Plastics that extends
                  the  expiration  thereof or, in lieu  thereof,  an  acceptable
                  letter of intent from another  prospective buyer, and Borrower
                  shall promptly  deliver a copy of such new letter of intent to
                  Agent.

         B.       Borrower's  failure to comply with any of the  representations
                  or covenants set forth above in this Section 3 shall result in
                  the  amendment  set forth in  Section 2 above  being  null and
                  void, ab initio.

         4.  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; and

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

         5. STANDARD 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:

<PAGE>

         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; and

         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.

         6.  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.

         7.  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.

         8.  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.

         9.  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.

         10. 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.

<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Seventeenth
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/ Dennis Dolan
   ----------------------------------------------                   ----------------------------------------------
Title: Assistant VP                                              Title: Authorized Signatory
      -------------------------------------------                      -------------------------------------------
</TABLE>


<PAGE>


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

         The  undersigned  hereby  (i)  acknowledges  receipt  of a copy  of the
foregoing Seventeenth  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 Seventeenth 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