EXECUTION
COPY

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT
(this ‘‘Employment Agreement’’) is
effective as of the 7th  day of April, 2006 by and
among Ames True Temper, Inc., a Delaware corporation (the
‘‘Company’’), Acorn Products, Inc., a Delaware
corporation (‘‘Acorn’’), UnionTools, Inc. a
Delaware corporation and wholly owned subsidiary of Acorn
(‘‘UnionTools’’), and A. Corydon Meyer (the
‘‘Executive’’ and together with the Company,
Acorn, and UnionTools, the ‘‘Parties’’).


WHEREAS, the Company and its Affiliates, as defined in
Section 9(f), are engaged in the business of (i) manufacturing,
marketing and distributing long-handled tools, wheelbarrows, hose
reels, striking tools, pruning implements, pots and planters, snow
tools, lawn carts, repair handles, garden hoses, and decorative
accessories for the lawn and garden, and (ii) conducting such other
activities as are undertaken from time to time by the Company and each
of its Affiliates as a result of future acquisitions, or otherwise;


WHEREAS, the Company entered into an Agreement and Plan of
Merger (the ‘‘Merger Agreement’’), by and among
the Company, Acorn, and ATTUT Holdings, Inc., dated April 7, 2006,
under which the Company acquired Acorn on the ‘‘Closing
Date’’ (as defined in the Merger Agreement);


WHEREAS, immediately prior to the Closing Date, Executive was
employed by UnionTools and subject to the Employment Agreement, dated
June 11, 2002, by and among Acorn, UnionTools, and the Executive, as
amended by the First Amendment to Employment Agreement, dated May 26,
2004 (the ‘‘Prior Employment Agreement’’) and
the Employee Severance Agreement, dated August 31, 1999, between Acorn
and Executive (the ‘‘1999 Severance
Agreement’’);


WHEREAS, effective as of the
Closing Date, the Company desires to employ Executive as the Senior
Executive Vice President of Business Development of the Company in
accordance with the terms hereof, and Executive desires to voluntarily
resign his position as the President and Chief Executive Officer of
UnionTools without ‘‘good reason’’ (as defined
in the Prior Employment Agreement) and commence his employment with the
Company as its Senior Executive Vice President of Business Development
in accordance with the terms hereof;


WHEREAS, the Parties
acknowledges that this Employment Agreement nullifies and supersedes
the Prior Employment Agreement, the 1999 Severance Agreement, and all
other agreements with respect to the subject matter hereof; and


WHEREAS, the Parties acknowledge that effective as of the
Closing Date, Acorn, UnionTools and the Company shall not have any
obligations under the Prior Employment Agreement or the 1999 Severance
Agreement and Executive shall not have any rights under the Prior
Employment Agreement or the 1999 Severance Agreement.


NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and premises in this Agreement, the Parties agree as
follows:

1.    Employment.    The Company
hereby agrees to employ Executive as Senior Executive Vice President of
Business Development of the Company, and Executive hereby agrees to
accept such employment and agrees to act as Senior Executive Vice
President of Business Development of the Company, all in accordance
with the terms and conditions of this Employment Agreement. Executive
hereby represents and warrants that neither Executive’s entry
into this Employment Agreement nor Executive’s performance of
Executive’s obligations hereunder will conflict with or result in
a breach of the terms, conditions or provisions of any other agreement
or obligation of any nature to which Executive is a party or by which
Executive is bound, including, without limitation, any development
agreement, non-competition agreement or confidentiality agreement
entered into by Executive.

2.    Term of
Employment.    The term of Executive’s employment
under this Employment Agreement will commence on the date of this
Employment Agreement and will continue until the third (3rd)
anniversary of the date of this Employment Agreement (the
‘‘Initial Employment Period’’). 

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THE INITIAL EMPLOYMENT PERIOD AND ANY
RENEWAL EMPLOYMENT PERIOD (AS DEFINED HEREIN) SHALL AUTOMATICALLY BE
RENEWED AND EXTENDED ON THE SAME TERMS AND CONDITIONS CONTAINED HEREIN
FOR CONSECUTIVE ONE-YEAR PERIODS (EACH, A ‘‘RENEWAL
EMPLOYMENT PERIOD’’), UNLESS NOT LATER THAN SIXTY (60) DAYS
PRIOR TO THE END OF THE INITIAL EMPLOYMENT PERIOD OR ANY RENEWAL
EMPLOYMENT PERIOD, AS THE CASE MAY BE, EITHER PARTY SHALL GIVE WRITTEN
NOTICE TO THE OTHER PARTY OF ITS ELECTION TO TERMINATE THIS EMPLOYMENT
AGREEMENT. The Initial Employment Period and the Renewal Employment
Periods are hereinafter referred to as the ‘‘Employment
Period.’’ For purposes of this Employment Agreement, any
notice of election to terminate this Employment Agreement pursuant to
this Section 2 shall be deemed: (i) a termination without Due Cause
pursuant to Section 9(d) if such notice is delivered by the Company; or
(ii) a voluntary resignation without Good Reason pursuant to Section
9(e) if such notice is delivered by Executive. Notwithstanding anything
to the contrary contained herein, the Employment Period is subject to
termination pursuant to Section 9 below.

3.    Position
and Responsibilities.    Executive shall report to and be
subject to the direction of the Chief Executive Officer of the Company.
Executive shall perform and discharge such duties and responsibilities
for the Company as the Chief Executive Officer may from time to time
reasonably assign Executive. Executive understands and acknowledges
that such duties shall be subject to revision and modification by the
Chief Executive Officer and/or the Board of Directors (the
‘‘Board’’) of CHATT Holdings, LLC
(‘‘CHATT’’) or the Company, as appropriate,
upon reasonable notice to Executive. During the Employment Period,
Executive shall devote Executive’s full business time, attention,
skill and efforts to the faithful performance of Executive’s
duties herein, and shall perform the duties and carry out the
responsibilities assigned to Executive, to the best of
Executive’s ability, in a diligent, trustworthy and businesslike
manner for the purpose of advancing the Company. Executive acknowledges
that Executive’s duties and responsibilities will require
Executive’s full-time business efforts and agrees that during the
Employment Period, Executive will not engage in any outside business
activities that conflict with Executive’s obligations under this
Employment Agreement. On or prior to January 1, 2007, at the
Company’s election upon reasonable notice, Executive’s
place of employment shall be relocated from Columbus, Ohio to
Harrisburg, Pennsylvania.

4.    Compensation.

(a)    Base
Salary.    During the Employment Period, the Company shall pay
to Executive a minimum base salary at the annualized rate of $364,000
per year (the ‘‘Base Salary’’), less applicable
tax withholding, subject to increase from time to time, solely at the
Company’s discretion, payable at the Company’s regular
employee payroll intervals. Executive’s performance shall be
reviewed annually on or before December 31 and the Base Salary may be
increased, effective January 1 of each year, at the Company’s
sole discretion.

(b)    Bonus.    During the
Employment Period, Executive shall be eligible to receive an annual
bonus pursuant to a program, approved by the Board, with two
components: (i) the first component grants a bonus amount based on the
achievement of Company performance targets and (ii) the second
component grants a bonus amount based on the achievement of personal
objectives. Under the program, Executive will be eligible for a target
bonus equal to 40% of Executive’s Base Salary; provided
that, in respect of the fiscal year ending September 30, 2006,
Executive will be eligible to receive an amount under only the first
component of the program, which amount will be multiplied by a
fraction, the numerator of which is the number of days Executive was
employed during such fiscal year and the denominator of which is
365.

5.    Benefit Plans and
Perquisites.    During the Employment Period, Executive will
be entitled to receive employee benefits comparable to those benefits
provided to other officers of the Company, subject to any applicable
waiting periods, eligibility requirements, or other restrictions.
Notwithstanding the foregoing, the Executive shall receive, for the
period of employment of Executive by Acorn prior to the Closing Date,
service credit under the Company’s employee benefit plans and
arrangements for purposes of eligibility and vesting, and the Company
shall waive any applicable waiting periods, pre-existing conditions or
actively-at-work requirements and shall give Executive 

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credit under the Company’s coverages or
benefit plans for deductibles, co-payments and out-of-pocket payments
that have been paid by Executive to Acorn during the period from
January 1, 2006 to the Closing Date, in each case to the extent
permitted to do so under the Company’s benefit plans and
arrangements. The Company may, at any time or from time to time, amend,
modify, suspend or terminate any benefit plan or program contemplated
hereunder in this Section 5 for any reason and without
Executive’s prior written consent; provided that such amendment,
modification, suspension or termination does not disproportionately
impact the Executive as compared to the other participants under such
plan or program. In addition to the foregoing benefits, Executive shall
be entitled to (i)  reimbursement for country club dues on a
monthly basis, up to $600 per month during the Employment Period, (ii)
reimbursement for a country club initiation fee, on a one-time basis,
up to $30,000, upon the relocation of Executive’s place of
employment from Columbus, Ohio to Harrisburg, Pennsylvania and (iii)
reimbursement of the expenses reasonably incurred by Executive in
connection with the relocation of Executive’s primary residence
from Ohio to Pennsylvania, in accordance with the Company’s
relocation policy, as revised pursuant to Annex 1.

6.    Business Expenses.    The Company, in
accordance with the policies and practices established by the Board
from time to time, will pay or reimburse Executive for all expenses
(including travel, blackberry and cell phone expenses) reasonably
incurred by Executive during the Employment Period in connection with
the performance of Executive’s duties under this Employment
Agreement, provided that Executive shall provide to the Company
documentation or evidence of expenses for which Executive seeks
reimbursement in accordance with the policies and procedures
established by the Board or the Company from time to time.

7.    Vacation.    Executive shall be entitled
to vacation at the rate of four (4) weeks per calendar year in
accordance with the Company’s vacation policy (pro-rated for
partial years). Executive shall make good faith efforts to schedule
vacations so as to least conflict with the conduct of the
Company’s business and will give the Company adequate advance
notice of Executive’s planned absences. Up to half of
Executive’s unused vacation time may be carried over to
subsequent years; provided, however, that in no event shall Executive
be entitled to greater than six (6) weeks vacation per year.

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

9.    Termination.

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

(b)    Due
Cause.    The Company may immediately terminate the
Employee’s employment, for ‘‘Due Cause’’
(as defined below) upon written notice by the Company to Executive
identifying the act or acts constituting Due Cause. The following
constitutes the exclusive list of events that will provide the Company
with a basis to terminate Executive’s employment with the Company
for Due Cause:

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

(ii)    Executive’s continued and deliberate
neglect of, willful misconduct in connection with the performance of,
or refusal to perform Executive’s duties in accordance with
Section 3 of this Employment Agreement, which, in the case of neglect
or refusal to perform, has not been cured within thirty (30) days after
Executive has been provided notice of the same; or

(iii)    Executive’s engagement in any
conduct which injures the integrity, character, financial position or
financial performance of the business or reputation of CHATT or any of
its subsidiaries or which impugns Executive’s own integrity,
character or reputation so as to cause Executive to be unfit to act in
the capacity of Senior Executive Vice President of Business Development
of the Company; or

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(iv)    the Board’s
good faith determination that Executive has committed an act or acts
constituting a felony, or other act involving dishonesty, disloyalty or
fraud against CHATT or any of its subsidiaries.

If the
Employment Period is terminated pursuant to this Section 9(b), the
Company shall have no further obligation to Executive except for the
Accrued Benefits.

(c)    Permanent
Disability.    The Company may immediately terminate the
Employment Period upon the Permanent Disability (as defined below) of
Executive. If the Employment Period is terminated pursuant to this
Section 9(c), then Executive will be entitled to receive the Accrued
Benefits and such benefits, if any, as may be provided Executive
pursuant to the Company’s disability insurance policy. For
purposes of this Employment Agreement, the term ‘‘Permanent
Disability’’ shall mean that Executive is unable to
perform, with or without reasonable accommodation, by reason of
physical or mental incapacity, the essential functions of
Executive’s position for one hundred fifty (150) or more days in
any one hundred eighty (180) day period. The Board shall determine,
according to the facts then available, whether and when a Permanent
Disability has occurred. Such determination shall not be arbitrary or
unreasonable.

(d)    Termination by the Company without
Due Cause.    The Company may terminate Executive’s
employment with the Company without Due Cause upon thirty (30)
days’ prior written notice. If the Employment Period is
terminated pursuant to this Section 9(d) by the Company without Due
Cause (other than by reason of death or Permanent Disability) within
one (1) year of the Closing Date, then Executive will be entitled to
receive (i) the Accrued Benefits, (ii) a severance amount equal to
$1,000,000, payable in twelve (12) monthly installments, and (iii)
reimbursement for outplacement services expenses up to $25,000 during
the one year period following Executive’s termination of
employment with the Company. If the Company terminates
Executive’s employment without Due Cause (other than by reason of
death or Permanent Disability) after the first anniversary of the
Closing Date, then Executive shall be entitled to receive the benefits
described in (i) and (iii)  above and a severance amount equal to
$500,000, payable in twelve (12) monthly installments.

(e)    Voluntary Resignation by Executive.    Executive
may terminate his employment with the Company at any time for any
reason upon thirty (30) days’ prior written notice. If Executive
terminates his employment with the Company without ‘‘Good
Reason’’ (as defined below), the Company shall have no
further obligation to Executive except for the Accrued Benefits. If
Executive terminates his employment with the Company for Good Reason
within one (1) year of the Closing Date, then Executive will be
entitled to receive (i) the Accrued Benefits, (ii) a severance amount
equal to $1,000,000, payable in twelve (12) monthly installments, and
(iii) reimbursement for outplacement services expenses up to $25,000
during the one year period following Executive’s termination of
employment with the Company. If Executive terminates his employment
with the Company for Good Reason after the first anniversary of the
Closing Date, Executive shall be entitled to receive the benefits
described in (i) and (iii) above and a severance amount equal to
$500,000, payable in twelve (12) monthly installments. Good
Reason’’ means the occurrence of any of the following
events, without the prior written consent of Executive: (A) a material
diminution of Executive’s responsibilities or (B) any material
breach of this Employment Agreement by the Company, Acorn or UnionTools
(including, but not limited to, (x) any decrease in the Base Salary or
(y) relocation of Executive’s place of employment to a location
that is greater than fifty (50) miles from the Columbus, Ohio
metropolitan area, or if Executive has been relocated to Harrisburg,
Pennsylvania, to a location that is greater than fifty (50) miles from
the Harrisburg, Pennsylvania metropolitan area), provided, that in the
case of (A) or (B), the Company shall have thirty (30) days following
Executive’s written notice of his intention to terminate his
employment to cure the circumstances constituting Good Reason. Good
Reason shall not include acts taken by the Company (including but not
limited to suspension of employment) as a result of the Company’s
reasonable belief that grounds for termination of employment for Cause
exist, provided that such acts shall constitute Good Reason to the
extent such acts continue for greater than thirty (30) days. In
addition, the relocation of Executive’s place of employment
during the Employment Period from Columbus, Ohio to Harrisburg,
Pennsylvania shall not provide a basis for Executive to terminate his
employment with the Company for Good Reason.

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(f)    General Release.    The
receipt of any severance payments or reimbursement for outplacements
services expenses as set forth in this Sections 9 shall be contingent
upon Executive’s execution of a general release of all claims
against the Company and its Affiliates (as defined below),
substantially in the form attached hereto as Exhibit B. For purposes of
this Employment Agreement, the term
‘‘Affiliates’’ means all persons or entities
that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, the
Company, all companies or entities in which the Company owns an equity
interest, and all predecessors, successors and assigns of such
affiliates.

(g)    Breach of Covenants.    In the
event of a breach by Executive of any of the provisions in the
Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement, Executive shall not be entitled to any payments set forth in
Section 9 hereof, except as required by law, and the Company will have
no obligation to pay any of the amounts that remain payable by the
Company under Section  9.

(h)    No
Reduction.    Executive shall not be required to mitigate
damages or the amount of any payment provided under this Section 9 by
seeking other employment or otherwise, nor shall the amount of any
payment provided under this Section 9 be reduced by any compensation
earned by Executive as the result of employment by another employer
after the date of termination or otherwise.

(i)    Survival.    Termination of the Employment
Period in accordance with Section 2 or this Section 9 will not affect
the provisions of this Employment Agreement that survive such
termination, including without limitation, the provisions in the
Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement and will not limit any Party’s ability to pursue
remedies at law or equity.

10.    Attorney’s
Fees.    If any Party prevails in a legal action to enforce
or protect its rights under this Employment Agreement, then that Party
shall be entitled to recover reasonable attorneys’ fees, costs,
and expenses, in addition to all other relief, including but not
limited to damages and injunctive relief.

11.    Executive Assistance.    Both during the
Employment Period and for two (2) years after the end of the Employment
Period, Executive shall, upon reasonable notice, furnish the Company
with such information as may be in Executive’s possession or
control, and cooperate with the Company, as the Company may reasonably
request (with due consideration to Executive’s business
activities and obligations after the Employment Period), in connection
with any litigation, claim, or other dispute in which the Company or
any of its Affiliates is or may become a party. The Company shall
reimburse Executive for all reasonable out-of-pocket expenses incurred
by Executive in fulfilling Executive’s obligations under this
Section 11. In addition, to the extent that Executive provides such
assistance at any time after six (6) months from the date that
Executive’s employment with the Company has terminated, and
Executive is required to be absent from employment for one (1) or more
days in order to provide such assistance, the Company shall pay the
Executive for each such day an amount equal to the daily rate of the
Executive’s Base Salary as in effect as of the date of
termination.

12.    Effect of Prior
Agreements.    This Employment Agreement and the
Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement contain the entire understanding among the Company and
Executive relating to the subject matter hereof and supersede any prior
agreements, arrangements, and understandings among Executive, the
Company, Acorn or UnionTools relating to the subject matter hereof,
including but not limited to, the Prior Employment Agreement and the
1999 Severance Agreement.

13.    Modification and
Waiver.    This Employment Agreement may not be modified or
amended, nor may any provisions of this Employment Agreement be waived,
except by an instrument in writing signed by the Parties. No written
waiver will be deemed to be a continuing waiver unless specifically
stated therein, and each such waiver will operate only as to the
specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.

14.    Severability.    If, for any reason, any
provision of this Employment Agreement is held invalid, such invalidity
will not affect any other provision of this Employment Agreement, and
each 

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provision will to the full extent consistent
with law continue in full force and effect. If any provision of this
Employment Agreement is held invalid in part, such invalidity will in
no way affect the rest of such provision, and the rest of such
provision, together with all other provisions of this Employment
Agreement, will, to the full extent consistent with law, continue in
full force and effect.

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

If to the Company, Acorn or UnionTools:

Ames True Temper, Inc.
465 Railroad Avenue
Camp
Hill, Pennsylvania 17011
Attn: Justin Wender
Fax: (717)
730-2552

With a copy to:

Schulte Roth
& Zabel LLP
919 Third Avenue
New York, New York
10022
Attn: Robert Goldstein, Esq.
Fax: (212) 593-5955

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

Each Party will be entitled
to specify a different address for the receipt of subsequent notices by
giving written notice thereof to the other Party in accordance with
this Section 15.

16.    Third Party
Beneficiaries.    Nothing herein expressed or implied is
intended or shall be construed to confer upon or give to any person or
entity, other than the Parties to this Employment Agreement and their
respective permitted successors and assigns, any rights or remedies
under or by reason of this Employment Agreement.

17.    Headings.    The headings and other
captions in this Employment Agreement are included solely for
convenience of reference and will not control the meaning and
interpretation of any provision of this Employment Agreement.

18.    Waiver of Conflicts.    The Parties
hereby agree that, following the Closing Date, Kirkland & Ellis LLP
(‘‘K&E’’) (or any successor) may serve as
counsel to the Executive, in connection with any litigation, claim or
obligation arising out of or relating to this Agreement, and each of
the Parties hereby consents thereto and agrees to waive any conflict of
interest arising therefrom, provided that K&E is not actively
representing Acorn or UnionTools in any material matter at the time
such litigation, claim or obligation arises.

19.    Governing Law; Arbitration.    This
Employment Agreement has been executed in the State of Pennsylvania,
and its validity, interpretation, performance, and enforcement will be
governed by the laws of such state, without regard to conflicts of laws
principles. Except for disputes arising out of an alleged violation of
the covenants set forth in the Confidentiality, Inventions,
Non-Competition and Non-Solicitation Agreement, any controversy or
claim arising out of or relating to any provision of this Employment
Agreement or any other document or agreement referred to herein shall
be resolved by arbitration. The arbitration process shall be instigated
by any Party giving written notice to the other of the desire for
arbitration and the factual allegations underlying the basis for the
dispute. The arbitration shall be conducted by such alternative dispute
resolution service as is agreed to by the Parties, or, failing such
agreement within thirty (30) days after such dispute arises, by
arbitrators 

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selected as described below in accordance with
the rules and procedures established by the American Arbitration
Association. Only a person who is a practicing lawyer admitted to a
state bar may serve as an arbitrator. Each of the Company and Executive
shall select one arbitrator, and those arbitrators shall choose a third
arbitrator; these arbitrators shall constitute the panel. The American
Arbitration Association rules for employment arbitration shall control
any discovery conducted in connection with the arbitration. The
expenses of arbitration (other than attorneys’ fees) shall be
shared as determined by arbitration. The prevailing party shall be
entitled to recover reasonable attorneys’ fees, costs and
expenses. Any result reached by the panel shall be binding on all
parties to the arbitration, and no appeal may be taken. It is agreed
that any Party to any award rendered in such arbitration proceeding may
seek a judgment upon the award and that judgment may be entered thereon
by any court having jurisdiction. The arbitration shall be conducted in
the State of Pennsylvania.

20.    Non-Assignability/Binding Effect.    This
Employment Agreement shall not be assignable by any Party without the
prior written consent of the other Parties. This Employment Agreement
will be binding upon and inure to the benefit of Executive, the
Company, Acorn, UnionTools and their respective successors and
permitted assigns.

21.    No Strict
Construction.    The language used in this Employment
Agreement will be deemed to be the language chosen by the Parties to
express their mutual intent, and no rule of strict construction will be
applied against any person.

22.    Conformance with
Code Section 409A.    The parties hereto agree to negotiate
in good faith should any amendment to this Employment Agreement be
required in order to comply with Section 409A of the United States
Internal Revenue Code of 1986, as amended.

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

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





							
	 			AMES
TRUE TEMPER, INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			ACORN PRODUCTS,
INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			UNIONTOOLS,
INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			EXECUTIVE
	 			/s/
A. Corydon Meyer
	 			A. Corydon
Meyer
	






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Annex 1

Relocation Policy

In addition to the provisions of the
Company’s Relocation Policy, Executive shall be entitled to the
following:


Moving Expenses


The Company will
pay realtor’s fee to sell Executive’s current home (maximum
6%), as well as closing costs on the sale of Executive’s
current home and on the purchase of Executive’s new home (no
points). The Company will also pay to move household goods, as well as
up to three house-hunting trips for Executive and Executive’s
wife. Maximum $150,000.


Temporary Living Expenses


The Company will reimburse temporary living expenses (furnished
apartment) from Executive’s hire date to move date (not to exceed
six months). The Company will also reimburse travel expenses for trips
to Executive’s current home every other week until Executive
moves to the Harrisburg area (not to exceed six
months).

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Exhibit
A

CONFIDENTIALITY, INVENTIONS,
NON-COMPETITION AND
NON-SOLICITATION AGREEMENT

This Confidentiality, Inventions,
Non-Competition and Non-Solicitation Agreement (the
‘‘Agreement’’) is entered into this 7th day of
April, 2006 by and between Ames True Temper, Inc., its successors or
assigns (the ‘‘Company’’) and A. Corydon Meyer
(the ‘‘Executive’’). This Agreement sets forth
the entire agreement between the parties hereto concerning the subject
matter hereof and supersedes all prior agreements and understandings
concerning the subject matter hereof. In consideration of employment by
the Company of Executive pursuant to the Employment Agreement by and
among Executive, the Company, Acorn Products, Inc., a Delaware
corporation (‘‘Acorn’’), and UnionTools, Inc.,
a Delaware corporation and wholly owned subsidiary of Acorn, dated
April 7, 2006 (the ‘‘Employment Agreement’’),
which Executive acknowledges to be good and valuable consideration for
the Executive’s obligations hereunder, the Company and Executive
agree as follows:

1.    The Business.

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

2.    Confidential Information.

			
		(a) 	Executive acknowledges that the
Confidential Information (as defined below) constitutes a protectible
business interest of the Company and the Affiliates, and covenants and
agrees that at all times during the period of Executive’s
employment, and at all times after termination of such employment,
Executive will not, directly or indirectly, disclose, furnish, make
available or utilize any Confidential Information other than in the
course of performing duties as an employee of the Company and/or the
Affiliates. Executive will abide by Company policies and rules as may
be established from time to time by it for the protection of its
Confidential Information. Executive agrees that in the course of
employment with the Company, Executive will not bring to the
Company’s offices or use, disclose to the Company, or induce the
Company to use, any confidential information or documents belonging to
others if such use or disclosure would violate any confidentiality or
non-disclosure agreement to which Executive is subject.
Executive’s obligations under this Section 2(a) with respect to
Confidential Information will survive the termination of
Executive’s employment with the Company, and will terminate only
at such time (if any) as the Confidential Information in question
becomes generally known to the public other than through a breach of
Executive’s obligations under this Agreement.


			
		(b) 	As used in this Agreement, the term
‘‘Confidential Information’’ means any and all
confidential, proprietary or trade secret information, whether
disclosed, directly or indirectly, verbally, in writing or by any other
means in tangible or intangible form, including that which is conceived
or developed by Executive, applicable to or in any way related to: (i)
the business of the Company or any of the Affiliates (as defined below)
as then conducted or, to the knowledge of Executive, proposed to be
conducted; (ii) the research and development of the Company or any of
the Affiliates; or (iii) the business of any client, vendor, supplier
or distributor of the Company or any of the Affiliates. Such
Confidential Information includes the following property or information
of the Company and the Affiliates, by way of example 


A-1









			
		 	
and without limitation, trade secrets,
processes, formulas, data, program documentation, customer lists,
designs, drawings, algorithms, source code, object code, know-how,
improvements, inventions, licenses, techniques, all plans or strategies
for marketing, development and pricing, business plans, financial
statements, profit margins and all information concerning existing or
potential clients, suppliers or vendors. Confidential Information also
means all similar information disclosed to the Company or any Affiliate
by third parties which is subject to confidentiality obligations. The
term ‘‘Affiliates’’ means (i)  CHATT
Holdings, LLC and its subsidiaries and (ii) all predecessors,
successors and assigns of the those Affiliates identified in (i).


3.    Return of Materials.

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

4.    Inventions as Sole Property of
the Company.

			
		(a) 	Executive
covenants and agrees that all Inventions (as defined below) shall be
the sole and exclusive property of the Company.


			
		(b) 	As used in this Agreement, the term
‘‘Inventions’’ means any and all inventions,
developments, discoveries, improvements, works of authorship, concepts
or ideas, or expressions thereof, whether or not subject to patents,
copyright, trademark, trade secret protection or other intellectual
property right protection (in the United States or elsewhere), and
whether or not reduced to practice, which are conceived or developed by
Executive while employed with the Company and/or any Affiliate or
within one (1) year following termination of such employment which
relate to or result from the actual or anticipated business, work,
research or investigation of the Company or any of the Affiliates or
which are suggested by or result from any task assigned to or performed
by Executive for the Company or any of the Affiliates.


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


			
		(d) 	Executive
agrees to promptly disclose to the Company all Inventions, all original
works of authorship and all work product relating thereto. This
disclosure will include complete and accurate copies of all source
code, object code or machine-readable copies, documentation, work
notes, flow-charts, diagrams, test data, reports, samples and other
tangible evidence or results (collectively, ‘‘Tangible
Embodiments’’) of such Inventions, works of authorship and
work product. All Tangible Embodiments of any Invention, work of
authorship or work product related thereto will be deemed to have been
assigned to the Company as a result of the act of expressing any
Invention or work of authorship therein.


			
		(e) 	Executive hereby assigns to the
Company (together with the right to prosecute or sue for infringements
or other violations of the same) the entire worldwide right, title and
interest to any such Inventions or works made for hire, and Executive
agrees to perform, during and after employment, all acts deemed
necessary or desirable by the Company to permit and assist it, at the
Company’s expense, in registering, recording, obtaining,
maintaining, defending, enforcing and assigning Inventions or works
made for hire in any and all countries. Executive hereby irrevocably
designates and appoints the Company and its duly 


A-2









			
		 	
authorized officers and agents as
Executive’s agents and attorneys-in-fact to act for and on
Executive’s behalf and instead of Executive, to execute and file
any documents and to do all other lawfully permitted acts to further
the above purposes with the same legal force and effect as if executed
by Executive; this designation and appointment constitutes an
irrevocable power of attorney and is coupled with an interest.


			
		(f) 	Without limiting the generality of
any other provision of this Section 4, Executive hereby authorizes the
Company and each of the Affiliates (and their respective successors) to
make any desired changes to any part of any Invention, to combine it
with other materials in any manner desired, and to withhold
Executive’s identity in connection with any distribution or use
thereof alone or in combination with other materials.


			
		(g) 	This Agreement does not apply to
any invention for which no equipment, supplies, facility or trade
secret information of the Company or any Affiliate was used and which
was developed entirely on Executive’s own time, unless (1) the
invention relates (a) to the business of the Company or any Affiliate
or (b) to the Company’s or any Affiliate’s actual
demonstrably anticipated research or development of which Executive was
aware during the term of Executive’s employment with the Company
or any Affiliate; or (2) the invention results from any work performed
by Executive for the Company or any Affiliate.


			
		(h) 	The obligations of Executive set
forth in this Section 4 (including, but not limited to, the assignment
obligations) will continue beyond the termination of Executive’s
employment with respect to Inventions conceived or made by Executive
alone or in concert with others during Executive’s employment
with the Company and during the one (1) year thereafter, whether
pursuant to this Agreement or otherwise. These obligations will be
binding upon Executive and Executive’s executors, administrators
and other representatives.


5.    List of Prior
Inventions.

All Inventions which Executive has made prior
to employment by the Company or any Affiliate (including without
limitation Ames True Temper, Inc.) are excluded from the scope of this
Agreement. As a matter of record, Executive has set forth on Annex I
hereto a complete list of those Inventions which might relate to the
Company’s Business and which have been made by Executive prior to
employment with the Company. Executive represents that such list is
complete. If no list is attached, Executive represents that there are
no prior Inventions.

6.    Non-Competition.

			
		(a) 	Executive acknowledges that: (i)
the Company and the Affiliates are and will be engaged in the Business
during the term of the Executive’s employment and thereafter;
(ii) the Company and the Affiliates are and will be actively engaged in
the Business throughout the world; (iii)  Executive is one of a
limited number of persons who will be developing the Business; (iv)
Executive has and will continue to occupy a position of trust and
confidence with the Company after the date hereof and during the term
of the Executive’s employment Executive will become familiar with
the Company’s (and the Affiliates’) trade secrets and with
other proprietary and confidential information concerning the Company
(and the Affiliates) and the Business; (v) the agreements and covenants
contained in this Agreement are essential to protect the Company, the
Affiliates and the goodwill of the Business and are a condition
precedent to the execution by the Company of the Employment Agreement;
(vi) Executive’s employment with the Company and/or the
Affiliates has special, unique and extraordinary value to the Company
and the Affiliates and the Company would be irreparably damaged if
Executive were to provide services to any person or entity in violation
of the provisions of this Section 6; and (vii) Executive has means to
support Executive and Executive’s dependents other than by
engaging in the Business, and the provisions of this Section 6 will not
impair such ability.


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		(b) 	Executive
will not, during the Restricted Period (as defined below), in the
countries where the Company and the Affiliates engage in the Business,
including the United States, Canada, Mexico, United Kingdom, Ireland,
and Australia (the ‘‘Restricted Territory’’),
directly or indirectly (whether as an owner, partner, shareholder,
agent, officer, director, employee, independent contractor, consultant,
or otherwise) own, operate, manage, control, invest in, perform
services for, or engage or participate in any manner in, or render
services to (alone or in association with any person or entity) or
otherwise assist any person or entity that engages in, or owns, invests
in, operates, manages or controls any venture or enterprise that
engages in, the Business. The term ‘‘Restricted
Period’’ means the period of time from the date hereof
until three (3) years after the termination for any reason of
Executive’s employment relationship with the Company and/or any
Affiliate or any successor thereto (including any termination based on
non-renewal of any employment agreement or arrangement). The Restricted
Period shall be extended for a period equal to any time period that
Executive is in violation of this Section 6. Nothing contained in this
Section 6 shall be construed to prevent Executive from investing in the
stock of any competing corporation listed on a national securities
exchange or traded in the over-the-counter market, but only if
Executive is not involved in the business of said corporation and if
Executive and Executive’s associates (as such term is defined in
Regulation 14(A) promulgated under the Securities Exchange Act of 1934,
as in effect on the date hereof), collectively, do not own more than an
aggregate of two percent (2%) of the stock of such
corporation.


			
		(c) 	Scope/Severability.    The
Parties acknowledge that the business of the Company and the Affiliates
is and will be national and international in scope and thus the
covenants in this Section 6 would be ineffective if the covenants were
to be limited to a particular geographic area. If any court of
competent jurisdiction at any time deems the Restricted Period
unreasonably lengthy, or the Restricted Territory unreasonably
extensive, or any of the covenants set forth in this Section 6 not
fully enforceable, the other provisions of this Section 6, and this
Agreement in general, will nevertheless stand and, to the full extent
consistent with law, continue in full force and effect, and it is the
intention and desire of the parties that the court treat any provisions
of this Agreement which are not fully enforceable as having been
modified to the extent deemed necessary by the court to render them
reasonable and enforceable and that the court enforce them to such
extent (for example, that the Restricted Period be deemed to be the
longest period permissible by law, but not in excess of the length
provided for in Section 6(b), and the Restricted Territory be deemed to
comprise the largest territory permissible by law under the
circumstances but not in excess of the territory provided for in
Section 6(b)).


7.    Non-Solicitation.

			
		(a) 	Executive will not, during the Restricted Period,
directly or indirectly (whether as an owner, partner, shareholder,
agent, officer, director, employee, independent contractor, consultant,
or otherwise) with or through any individual or entity:


i.    employ, engage or explicitly solicit for
employment any individual who is, or was at any time during the
twelve-month period immediately prior to the termination of
Executive’s employment with the Company and/or any Affiliate for
any reason, an employee of the Company or any of the Affiliates or
otherwise seek to adversely influence or alter such individual’s
relationship with the Company or any of the Affiliates; or

ii.    solicit or encourage any individual or
entity that is, or was during the twelve-month period immediately prior
to the termination of Executive’s employment with the Company or
any Affiliate for any reason, a customer, supplier or vendor of the
Company or any Affiliate to terminate or otherwise alter his, her or
its relationship with the Company or any Affiliate.

iii.    Notwithstanding the foregoing, Executive
shall not be prohibited from employing or otherwise working with any
such person whose employment is terminated by the Company or any
Affiliate.

A-4









			
		(b) 	The Restricted Period
shall be extended for a period equal to any time period that Executive
is in violation of this Section 7.


8.    Equitable
Remedies.

Executive acknowledges and agrees that
the agreements and covenants set forth in this Agreement are reasonable
and necessary for the protection of the Company’s and the
Affiliates’ business interests, that irreparable injury will
result to the Company and the Affiliates if Executive breaches any of
the terms of said covenants, and that in the event of Executive’s
actual or threatened breach of any such covenants, the Company and the
Affiliates will have no adequate remedy at law. Executive accordingly
agrees that, in the event of any actual or threatened breach by
Executive of any of said covenants, the Company and the Affiliates will
be entitled to immediate injunctive and other equitable relief, without
posting bond or other security and without the necessity of showing
actual monetary damages. Nothing in this Section 8 will be construed as
prohibiting the Company or any Affiliate from pursuing any other
remedies available to them for such breach or threatened breach,
including the recovery of any damages that they are able to prove.

9.    Breach.

			
		(a) 	Executive’s material breach of any of
Executive’s obligations under this Agreement will constitute
‘‘due cause’’ (as defined in the Employment
Agreement) for the termination of Executive by the Company and/or the
Affiliates, as appropriate, pursuant to the Employment Agreement.


			
		(b) 	In the event of a breach by Executive of any of
the provisions in this Agreement, Executive will not be entitled to any
severance payments or benefits set forth in the Employment Agreement,
except as required by law, and the Company and/or the Affiliates will
have no obligation to pay any of the amounts that remain payable by the
Company under the Employment Agreement.


10.    No
Right to Employment.

No provision of this Agreement
shall give Executive any right to continue in the employ of the Company
or any of the Affiliates, create any inference as to the length of
employment of Executive, affect the right of the Company or the
Affiliates to terminate the employment of Executive, with or without
cause, or give Executive any right to participate in any welfare or
benefit plan or other program of the Company or any of the
Affiliates.

11.    Modification and
Waiver.

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

12.    Severability.

Executive
acknowledges that the agreements and covenants contained in this
Agreement are essential to protect the Company and the Affiliates and
their goodwill. Each of the covenants in this Agreement will be
construed as independent of any other covenants or other provisions of
this Agreement. It is the intention and desire of the Parties that the
court treat any provisions of this Agreement which are not fully
enforceable as having been modified to the extent deemed necessary by
the court to render them reasonable and enforceable and that the court
enforce them to such extent.

13.    Notices.

Any notice,
consent, waiver and other communications required or permitted pursuant
to the provisions of this Agreement must be in writing and will be
deemed to have been properly 

A-5










given (a)  when delivered by hand; (b)
when sent by telecopier (with acknowledgment of complete transmission),
provided that a copy is mailed by U.S. certified mail, return receipt
requested; (c) three (3) days after sent by certified mail, return
receipt requested; or (d) one (1) day after deposit with a nationally
recognized overnight delivery service, in each case to the appropriate
addresses and telecopier numbers set forth below:

If to the
Company:

CHATT Holdings LLC
c/o Castle Harlan,
Inc.
150 East 58th Street
New York, New York
10155
Attn: Justin Wender
Fax: (212) 207-8042

With a
copy to:

Schulte Roth & Zabel LLP
919 Third
Avenue
New York, New York 10022
Attn.: Robert Goldstein,
Esq.
Fax: (212) 593-5955

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

Each party will be entitled to specify a
different address for the receipt of subsequent notices by giving
written notice thereof to the other party in accordance with this
Section 13.

14.    Headings.

The headings and other captions in this Agreement are
included solely for convenience of reference and will not control the
meaning and interpretation of any provision of this Agreement.

15.    Governing Law.

This
Agreement has been executed in the State of Pennsylvania, and its
validity, interpretation, performance, and enforcement will be governed
by the laws of such state, without regard to conflicts of laws
principles.

16.    Binding Effect.

This Agreement will be binding, upon and inure to the
benefit of Executive, the Company, and their respective successors and
permitted assigns; provided, however, that Executive may not assign
this Agreement or any part hereof.

17.    Survival.

The provisions in
this Agreement shall survive the termination of Executive’s
employment with the Company.

18.    Compliance.

In order to
monitor compliance with the terms of this Agreement, Executive agrees
to give written notice, including a pertinent description, to the
Company of each position of employment, ownership of more than one
percent (1%) of the stock of any corporation, participation with
another entity or organization (except for religious institutions or
charitable organizations not related to the Business) which Executive
obtains during the Restricted Period.

19.    No
Strict Construction.

The language used in this
Agreement will be deemed to be the language chosen by the Parties to
express their mutual intent, and no rule of strict construction will be
applied against any person.

A-6










IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by its duly authorized officer and
Executive has signed this Agreement, as of the date written below.


		EXECUTIVE:




Date:


		                                                                                

A.
Corydon Meyer





		AMES TRUE TEMPER, INC.





		By :
                                                                        


Its :
                                                                        




A-7















Exhibit
B

SEPARATION AGREEMENT AND GENERAL RELEASE

Ames True
Temper, Inc. (the ‘‘Company’’), and A. Corydon
Meyer (the ‘‘Executive’’) agree that this
Separation Agreement and General Release (the
‘‘Agreement’’) sets forth their complete
agreement and understanding regarding the termination of
Executive’s employment with the Company.

1.    Separation Date.    Executive’s employment
with the Company will terminate effective
                                 (the
‘‘Separation Date’’). Executive agrees
to return all Company property to the Company no later than the
Separation Date. Except as specifically provided below, Executive shall
not be entitled to receive any benefits of employment following the
Separation Date.

2.    Consideration of the
Company.    In consideration for the releases and covenants by
Executive in this Agreement, the Company will provide Executive with
the following: [insert consideration as set forth in Employment
Agreement]

3.    Executive Release of
Rights.    Executive (defined for the purpose of this Paragraph
3 as Executive and Executive’s agents, representatives,
attorneys, assigns, heirs, executors, and administrators) irrevocably,
fully, and unconditionally releases the Released Parties (defined as
the Company, ATT Holding Co., CHATT Holdings, Inc., CHATT Holdings LLC,
Castle Harlan Partners IV, L.P., and each of their affiliated
companies, parents, subsidiaries, predecessors, successors, assigns,
divisions, related entities and any of their past or present employees,
officers, agents, insurers, attorneys, administrators, officers,
directors, shareholders, employee benefit plans, and the sponsors,
fiduciaries, or administrators of the Company’s employee benefit
plans) from any and all liability, claims, demands, actions, causes of
action, suits, grievances, debts, sums of money, agreements, promises,
damages, back and front pay, costs, expenses, attorneys’ fees,
and remedies of any type, arising or that may have arisen out of or in
connection with Executive’s employment with or termination of
employment from the Company, from the beginning of time to the date
hereof, including but not limited to claims, actions or liability
under: (1) Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§2000 et seq., the Age Discrimination in
Employment Act, 29 U.S.C. §621 et seq., the
Americans with Disabilities Act of 1990, 42 U.S.C. §12101
et seq., the Fair Labor Standards Act, 29 U.S.C.
§201 et seq., the Family and Medical Leave Act
of 1993, 29 U.S.C. §2601 et seq., the
Workers’ Adjustment and Retraining Notification Act, 29 U.S.C.
§2101 et seq, the Employee Retirement Income
Security Act of 1974, 29 U.S.C. §1001 et seq.,
Pennsylvania Human Relations Act Pa., Stat. Ann. tit.43, §§
951 et seq., all as amended; (2) any other federal, state or local
statute, ordinance, or regulation regarding employment, termination of
employment, or discrimination in employment, and (3) the common law
relating to employment contracts, wrongful discharge. defamation, or
any other matter.

4.    Waiver of
Reinstatement.    Executive waives any reinstatement or future
employment with the Company and agrees never to apply for employment or
otherwise seek to be hired, rehired, employed, re-employed, or
reinstated by the Company or any of its affiliated companies or
corporations.

5.    No Disparagement or Encouragement of
Claims.    Executive agrees not to make any oral or written
statement that disparages or places any Released Party in a false or
negative light. Executive further agrees not to encourage or assist any
person who files a lawsuit, charge, claim or complaint against the
Released Parties unless Executive is required to render such assistance
pursuant to a lawful subpoena or other legal obligation. The Board of
Directors (and each of its individual members) and the Chief Executive
Officer of the Company agree not to make (outside the Company; or
within the Company, except as may be reasonably necessary to conduct
the business of the Company) any oral or written statement that
disparages or places Executive in a false or negative light; and these
individuals further agree not to encourage or assist any person who
files a lawsuit, charge, claim or complaint against Executive unless
such individuals are required to render such assistance pursuant to a
lawful subpoena or other legal obligation.

B-1









6.    Non-Admission/Inadmissibility.    This
Agreement does not constitute an admission by the Company that any
action it took with respect to Executive was wrongful, unlawful or in
violation of any local, state, or federal act, statute, or
constitution, or susceptible of inflicting any damages or injury on
Executive, and the Company specifically denies any such wrongdoing or
violation. This Agreement is entered into solely to resolve fully all
matters related to or arising out of Executive’s employment with
and termination from the Company, and its execution, and implementation
may not be used as evidence, and shall not be admissible in a
subsequent proceeding of any kind, except one alleging a breach of this
Agreement.

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

8.    Governing Law.    This Agreement shall be
governed by and construed in accordance with laws and judicial
decisions of the State of Pennsylvania, without regard to principles of
conflicts of laws.

9.    Scope of
Agreement.    Executive and the Company each understands that he
or it, as applicable, remains bound to those provisions in the
Executive’s Employment Agreement, signed on
[                ], 2006, which survive the
termination of Executive’s employment, including but not limited
to, those provisions in Paragraphs 9-11, 14, 19 and 20 of such
Employment Agreement, and to the Confidentiality, Inventions,
Non-Competition, and Non-Solicitation Agreement, signed on
[                ], 2006. Except as specifically set
forth in such provisions, this Agreement contains the entire agreement
and understanding between Executive and the Company concerning the
matters described herein, and supersedes all prior agreements,
discussions, negotiations, understandings and proposals of the parties.
The terms of this Agreement cannot be changed except in a subsequent
document signed by both parties.

10.    Revocation
Period.    Executive has the right to revoke this Agreement for
up to seven days after he signs it. In order to revoke this Agreement,
Executive must sign and send a written notice of the decision to do so,
addressed to [name] at [insert
title, and address], and that written notice must
be received by the Company no later than the eighth day after Executive
signed this Agreement. If Executive revokes this Agreement, Executive
will not be entitled to any of the consideration from the Company
described in paragraph 2 above.

11.    Voluntary Execution
of Agreement.    Executive acknowledges that:

			
		a. 	Executive has carefully read this Agreement and
fully understands its meaning;


			
		b. 	Executive had
the opportunity to take up to 21 days after receiving this Agreement to
decide whether to sign it;


			
		c. 	Executive
understands that the Company is hereby advising him, in writing, to
consult with an attorney before signing it;


			
		d. 	Executive is signing this Agreement, knowingly,
voluntarily, and without any coercion or duress; and


			
		e. 	Everything Executive is receiving for signing
this Agreement is described in the Agreement itself, and no other
promises or representations have been made to cause Executive to sign
it.


12.    Nondisclosure.    Executive shall not
disclose the contents or substance of this Agreement to any third
parties, other than the Executive’s attorneys, accountants, or as
required by law and shall instruct each of the foregoing not to
disclose the same.

B-2










		AMES TRUE TEMPER,
INC.








				
	 			By:                                                                  
	Executive
Signature			 
	 			 
	 			Title:                                                                 
	 			 
	Dated:                                                          			Dated:                                                              
	






B-3