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                                                                    Exhibit 10.1


                                February 1, 2002


Acorn Products, Inc.
390 West Nationwide Blvd.
Columbus, OH  43215
Attention:  Special Committee of Board of Directors

Gentlemen:

         The undersigned existing stockholders of Acorn Products, Inc. ("ACORN")
representing funds and accounts managed by TCW Special Credits and Oaktree
Capital Management, LLC (the "PRINCIPAL HOLDERS") are pleased to submit the
following preliminary proposal for a recapitalization of UnionTools, Inc. (the
"COMPANY") that provides for the purchase of newly-issued stock of Acorn by the
Principal Holders or, at the election of Acorn, a purchase of the Company by the
Principal Holders, or an entity they control, that would afford existing holders
of Acorn common stock a continuing direct or indirect equity interest in the
Company with the equivalent economic effects as described herein (the
"TRANSACTION"). Among other things, the Transaction would result in the
repayment of the Company's obligations under its existing credit agreement. We
are extremely interested in pursuing the Transaction.

         We understand that the Company is obligated under its existing credit
agreement (the "EXISTING CREDIT AGREEMENT") to deliver to the lenders under that
agreement a certified copy of a letter of intent acceptable to Acorn's board of
directors (the "ACORN BOARD") by the date hereof. We also understand that the
Acorn Board established a committee of its members (the "SPECIAL COMMITTEE") to
monitor, review, consider and negotiate the terms of a proposed transaction
between Acorn and the Principal Holders and to determine whether to recommend
such transaction for approval by the Acorn Board. We are submitting this letter
to Acorn and the Special Committee with the understanding that, even if it is
executed by Acorn, it will not obligate Acorn to consummate the transactions
contemplated hereby. Rather, it will form the basis for discussions and
negotiations between Acorn and the Special Committee, on the one hand, and the
Principal Holders, on the other, with respect to the terms of a Transaction, as
the Special Committee undertakes the responsibilities which have been delegated
to it by the Acorn Board.

         The principal terms of our preliminary proposal are outlined below:

1.       OUTLINE OF TRANSACTION. On the terms and subject to the conditions
described herein, the Principal Holders would (a) purchase for cash from Acorn
7,000,000 newly-issued shares of Acorn common stock at a price of $1.00 per
share (the "SHARE PURCHASE"), and (b) exchange all of their outstanding
participation interests in the Company's 12% Exchangeable Notes, representing
approximately $8,000,000 of principal and accrued interest as of April 30, 2002,
for approximately 8,000,000 additional shares of Acorn common stock (the "NOTE



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EXCHANGE"). Acorn would advance to the Company cash in the amount of $7,000,000
that would be applied, together with borrowings under a new secured credit
facility, to repay all outstanding obligations of the Company (then due and
payable) under the Existing Credit Agreement. Following the consummation of such
transactions, the holders of Acorn common stock (other than the Principal
Holders and their affiliates) would receive rights (at the rate of 350 rights
per 100 shares of Acorn common stock held as of a record date to be established)
to purchase one share of Acorn common stock at $1.00 per share for each right
received (the "RIGHTS OFFERING"). Assuming that the number of Acorn shares of
common stock held by persons other than Principal Holders is approximately
1,800,000, then such rights offer would entitle holders (other than Principal
Holders and their affiliates) to purchase up to 6,300,000 shares of Acorn common
stock for aggregate consideration of $6,300,000. The Principal Holders would act
as stand-by purchasers to the extent that less than 3,000,000 shares are issued
upon completion of the Rights Offering.

2.       NEW CREDIT FACILITY. The new credit facility would be comprised of a
revolving loan facility, providing for advance rates of 85% against eligible
receivables and 60% of eligible inventory, and a $13 million term loan at
Closing which would be subject to a $3 million prepayment without penalty by the
Company upon completion of the Rights Offering. The new credit facility would
have a maturity of not less than three years; a weighted average LIBOR spread of
not more that 3.75%; other terms not less favorable than currently in effect
under the Existing Credit Agreement and other terms satisfactory to the
Principal Holders and Acorn.

3.       CONDITIONS. The obligations of the Principal Holders to consummate the
Transaction will be subject to the satisfaction of customary conditions,
including (i) the negotiation and execution of definitive agreements and related
documents contemplated by such agreement on terms satisfactory to the Principal
Holders, (ii) receipt of all necessary governmental and material third party
approvals (to be mutually identified and agreed upon) which are required to
consummate the transactions contemplated hereby, (iii) funding of the new credit
facility on terms and conditions satisfactory to the Principal Holders, (iv)
absence of a material adverse change in the financial condition, results of
operations, business, assets, properties or prospects of Acorn and Company,
taken together, including the actual or potential loss or reduction of business
with any material customer, (v) Acorn's stockholders shall have approved the
Transaction, (vi) the Principal Holders' determination in good faith that the
Company's net operating tax losses and other tax attributes will not be
adversely affected by consummation of the Transaction and/or subsequent Rights
Offering, and (vii) fees and expenses of the transaction payable by the Company
not exceeding $250,000 (inclusive of fees and expenses relating to legal,
accounting and advisory work already performed (but not yet paid) or to be
performed on behalf of Acorn, the Company, the Board of Directors and the
Special Committee). We would expect definitive documentation for the Transaction
to contain customary covenants, representations and warranties, closing
conditions and other customary terms in transactions of this type.



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4.       ACCESS TO INFORMATION; PRE-CLOSING ACTIVITIES. Until this letter
agreement terminates, Acorn will afford, and will cause the Company and its
subsidiaries and its and their respective officers and agents to afford, to the
Principal Holders and their representatives, consultants, agents, lenders,
employees and investors full and complete access, during regular business hours,
to the properties, business, personnel (including outside accountants and
lawyers), and financial, legal, accounting, tax and other data and information
relating to the Company as requested by the Principal Holders or their
representatives or agents for purposes of evaluating the Transaction. Acorn
will, and will cause the Company to, conduct its business and operations in the
usual and ordinary course in accordance with good business practices between the
date of this letter and the execution of a definitive agreement.

5.       FEES AND EXPENSES. Acorn and the Principal Holders will each pay their
respective fees and expenses (including the fees and expenses of legal counsel,
investment bankers, brokers or other representatives or consultants) in
connection with the transactions contemplated hereby; provided that upon
consummation of the Transaction, Acorn or the Company will reimburse the
reasonable fees and expenses incurred by the Principal Holders in connection
with such transactions.

6.       PUBLICITY. None of the Principal Holders, Acorn or the Company, or
their respective directors, officers, employees, advisors, agents, affiliates or
representatives will make any press release or public announcement concerning
the existence of this proposal or of the transactions contemplated hereby
without the prior written approval of the other parties hereto, except as
required by law, regulation or stock exchange rule; provided that any party
required to make a press release or public announcement pursuant to law,
regulation or exchange rule shall give prior notice to the other party and a
reasonable opportunity for the other party to review and comment on such press
release or public announcement.

7.       TERMINATION; NON-EXCLUSIVE. This letter will automatically terminate
and be of no further force and effect upon the first to occur of (i) delivery by
the Special Committee to the undersigned of a notice of termination, (ii) the
execution of a definitive agreement, or (iii) the date which is 45 days from the
date hereof, unless the parties hereto mutually agree to an extension hereof.
Notwithstanding the foregoing, the obligations of the parties pursuant to
paragraphs 5 and 6 and this paragraph 7 hereof will survive any such termination
of this letter. For the avoidance of doubt, the parties acknowledge that this
letter agreement does not restrict in any manner the right or ability of Acorn
or the Company to engage in discussions, directly or indirectly, with any third
party with respect to any transaction which conflict with or be an alternative
to the Transaction. Moreover, the obligations of the Principal Holders pursuant
to the terms of this letter shall be several and not joint as among such
holders.



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8.       COUNTERPARTS; OTHER. This letter may be executed in two or more
counterparts (any of which may be by facsimile signature), all of which taken
together will constitute one binding agreement among the parties hereto and
their successors and assigns. This letter shall be governed by the substantive
laws (and not the law of conflicts) of the State of Delaware.

                                    * * * * *



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         We look forward to the opportunity to discuss our proposal with you at
your earliest convenience.


                                   Sincerely,




                                   By: /s/ Matthew Barrett
                                      ----------------------------------------
                                   Matthew Barrett, as Authorized Signatory of
                                   The Entities Set forth on the Attached
                                   Schedule A


                                   By: /s/ Vincent Cebula
                                      ----------------------------------------
                                   Vincent Cebula, Managing Director of
                                   Oaktree Capital Management, LLC, in its
                                   Capacity as General Partner of OCM
                                   Principal Opportunities Fund, L.P.



ACCEPTED AND AGREED as of
February 1, 2002


ACORN PRODUCTS, INC.


By: /s/ A. Corydon Meyer
   --------------------------------------------------

Its: President and CEO
    -------------------------------------------------



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               SCHEDULE A TO LETTER AGREEMENT OF FEBRUARY 1, 2002

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




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