EMPLOYMENT
AGREEMENT


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


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


WHEREAS, immediately prior to the Closing
Date, Executive was employed by UnionTools as the Vice President and
Chief Financial Officer of UnionTools and subject to the Employment
Agreement, dated June 11, 2002, by and among Acorn, UnionTools, and
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, UnionTools desires to continue to employ Executive
as the Vice President and Chief Financial Officer of UnionTools 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, the Company and its Affiliates 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.    UnionTools
hereby agrees to employ Executive as the Vice President and Chief
Financial Officer of UnionTools, and Executive hereby agrees to accept
such employment and agrees to act as the Vice President and Chief
Financial Officer of UnionTools, 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 November 30, 2006 (the ‘‘Employment
Period’’).

3.    Position and
Responsibilities.    Executive shall report to and be
subject to the direction of the Chief Financial Officer of Ames and the
Senior Executive Vice President of Business Development of Ames.
Executive shall perform and discharge such duties and responsibilities
for the Company as the 

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Chief Financial Officer of Ames and Senior
Executive Vice President of Business Development of Ames 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 Financial Officer of Ames, Senior Executive
Vice President of Business Development of Ames, and/or the Board of
Directors (the ‘‘Board’’) of the Company or
CHATT Holdings LLC, 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.

4.    Compensation.    During the Employment
Period, UnionTools shall pay to Executive a base salary at the
annualized rate of $250,000 per year (the ‘‘Base
Salary’’), less applicable tax withholding, payable at
UnionTools’ regular employee payroll intervals.

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
UnionTools, 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 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 Executive as compared to the other participants under such plan
or program. In addition to the foregoing benefits, Executive shall be
entitled to reimbursement for country club dues on a monthly basis, up
to $500 per month until his employment is terminated pursuant to
Section 9 hereof.

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.     During the
Employment Period, Executive shall be entitled to fifteen (15) days of
paid vacation. 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.

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’’).

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(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 the Company
or any of its Affiliates or which impugns Executive’s own
integrity, character or reputation so as to cause Executive to be unfit
to act in the capacity of Vice President and Chief Financial Officer of
UnionTools; or

(iv)    the Ames
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 the Company or any of its Affiliates.

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 UnionTools prior to the end of the Employment Period
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), then Executive will be entitled to receive (i)
the Accrued Benefits and (ii) a severance amount equal to $840,000 (the
‘‘Severance Payment’’), payable in twelve (12)
monthly installments.

(e)    Voluntary Resignation by
Executive.    Executive may terminate his employment with
UnionTools at any time prior to the end of the Employment Period for
any reason upon thirty (30)  days’ prior written notice. If
Executive terminates his employment with UnionTools 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, then Executive will be entitled to receive (i) the Accrued
Benefits and (ii) the Severance Payment payable in twelve (12) monthly
installments. ‘‘Good Reason’’ means, without
the consent of Executive, any material breach of this Employment
Agreement by the Company (including, but not limited to, any decrease
in the Base Salary or relocation of Executive’s place of
employment to a location that is greater than fifty (50) miles from the
Columbus, Ohio metropolitan area); provided, that 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 

3










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.

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

(g)    Parachute
Payments.    Notwithstanding any other provision of this Section
9, in the event the Company determines, based upon the advice of the
independent public accountants for the Company, that part or all of the
consideration, compensation or benefits to be paid to Executive under
this Agreement constitute ‘‘parachute
payments’’ under Section 280G(b)(2) of the Internal Revenue
Code of 1986, as amended, then, if the value of such parachute payments
for 280G purposes, singularly or together with the aggregate value of
any consideration, compensation or benefits to be paid to Executive
under any other plan, arrangement or agreement which constitute
‘‘parachute payments’’ (collectively, the
‘‘Parachute Amount’’) exceeds 2.99 times the
Executive’s ‘‘base amount,’’ as defined
in Section 280G(b)(3) of the Code (the ‘‘Executive Base
Amount’’), the amounts constituting ‘‘parachute
payments’’ which would otherwise be payable to or for the
benefit of Executive shall be reduced to the extent necessary so that
the Parachute Amount is equal to 2.99  times the Executive Base
Amount (the ‘‘Reduced Amount’’). In the event
of a reduction of the payments that would otherwise be paid to
Executive, except for the application of this Section 9(g), then the
Company may elect which and how much of any particular entitlement
shall be eliminated or reduced and shall notify Executive promptly of
such election; provided, however that the aggregate reduction shall be
no more than as set forth in the preceding sentence of this Section
9(g). Within ten (10) days following such election, the Company shall
pay to Executive such amounts as are then due under this Agreement and
shall pay to Executive in the future such amounts as become due under
this Agreement. As a result of the uncertainty in the application of
Section 280G of the Code at the time of a determination hereunder, it
is possible that payments will be made by the Company which should not
have been made (‘‘Overpayment’’) or that
additional payments which are not made by the Company pursuant to this
Section 9(g) should have been made
(‘‘Underpayment’’). In the event of a final
determination by the Internal Revenue Service, or a final determination
by a court of competent jurisdiction, that an Overpayment has been
made, any such Overpayment shall be treated for all purposes as a loan
to Executive which Executive shall repay to the Company together with
interest at the applicable federal rate provided for in Section
7872(f)(2) of the Code. In the event of a final determination by the
Internal Revenue Service, a final determination by a court of competent
jurisdiction or a change in the provisions of the Code or regulations
pursuant to which an Underpayment arises under this Agreement, any such
Underpayment shall be promptly paid by the Company to or for the
benefit of Executive, together with interest at the applicable federal
rate provided for in Section  7872(f)(2) of the Code.

(h)    General Release.    The receipt of any Severance
Payment 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.

(i)    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.

(j)    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 

4










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.

(k)    Survival.    Termination of the
Employment Period in accordance with this Section 9, or expiration of
the Employment Period, 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 between Executive and the
Company 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 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:

5









If to the Company:

Acorn
Products, Inc.
 c/o Ames True Temper, Inc.
465 Railroad
Avenue
Camp Hill, Pennsylvania 17011
Attn: Chief
Executive Officer
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 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.

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20.    Non-Assignabilitv/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, 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 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.





							
	 			ACORN PRODUCTS,
INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			UNIONTOOLS,
INC.
	 			By:			/s/
Richard C. Dell
	 			Its:			President and CEO
	 			EXECUTIVE
	 			/s/
John G. Jacob
	 			John G.
Jacob
	






8















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 Acorn Products, Inc., a Delaware
corporation, its successors or assigns (the
‘‘Company’’), UnionTools, Inc., a Delaware
corporation and wholly owned subsidiary of Acorn
(‘‘UnionTools’’), and  John  G.
Jacob (the ‘‘Executive,’’ and together with the
Company and UnionTools, the ‘‘Parties’’). 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 the continued employment by UnionTools of the
Executive pursuant to the Employment Agreement by and among the
Executive, the Company, and UnionTools, 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.

The 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 the 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) 	The 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 the Executive’s employment
with UnionTools, and at all times after termination of such employment,
the 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 UnionTools and/or the
Affiliates. The 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. The Executive agrees that in the course of
employment with UnionTools, the 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. The
Executive’s obligations under this Section 2(a) with respect to
Confidential Information will survive the termination of the
Executive’s employment with UnionTools, 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
the 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 the 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 the 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 


A-1









			
		 	
the Affiliates. Such Confidential Information
includes the following property or information of the Company and the
Affiliates, by way of example and without limitation, trade secrets,
processes, formulas, data, program documentation, customer lists,
designs, drawings, algorithms, source code, object code, know-how,
improvements, inventions, licenses, techniques, all plans or 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 of the
Affiliates 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 UnionTools, and regardless of the reason
for such termination, the Executive will leave with, or promptly return
to, the Company all documents, records, notebooks, magnetic tapes,
disks or other materials, including all copies, in the
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, the 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) 	The 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 the Executive while employed with UnionTools 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 the
Executive for the Company or any of the Affiliates.


			
		(c) 	The 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) 	The
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) 	The
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 the 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 


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hire in any and all countries. The Executive
hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents as the Executive’s agents and
attorneys-in-fact to act for and on the Executive’s behalf and
instead of the 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 the 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, the 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 the
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 the 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 the
Executive for the Company or any Affiliate.


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


5.    List of Prior
Inventions.


All Inventions which the Executive has
made prior to employment by UnionTools are excluded from the scope of
this Agreement. As a matter of record, the 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 the
Executive prior to employment with UnionTools. The Executive represents
that such list is complete. If no list is attached, the Executive
represents that there are no prior Inventions.

6.    Non-Competition.


			
		(a) 	The 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) the Executive is one of a limited
number of persons who will be developing the Business; (iv) the
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 the 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) the Executive’s employment with UnionTools has
special, unique and extraordinary value to the Company and the
Affiliates and the Company would be irreparably damaged if the



A-3









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


			
		(b) 	The Executive will not, in the countries where
the Company and the Affiliates engage in the Business, including the
United States, Canada, Mexico, United Kingdom, Ireland, and Australia
(the ‘‘Restricted Territory’’), during the
Restricted Period (as defined below), 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 the Executive’s employment relationship with
UnionTools or any successor thereto. The Restricted Period shall be
extended for a period equal to any time period that the Executive is in
violation of this Section 6. Nothing contained in this Section 6 shall
be construed to prevent the 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 the Executive is not
involved in the business of said corporation and if the Executive and
the 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) 	The 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 the
Executive’s employment with UnionTools 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 the Executive’s employment with UnionTools
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.

A-4









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.

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


8.    Equitable Remedies.

The
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 the Executive breaches any of the terms of said covenants, and that
in the event of the Executive’s actual or threatened breach of
any such covenants, the Company and the Affiliates will have no
adequate remedy at law. The Executive accordingly agrees that, in the
event of any actual or threatened breach by the 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) 	The
Executive’s material breach of any of the Executive’s
obligations under this Agreement will constitute ‘‘due
cause’’ (as defined in the Employment Agreement) for the
termination of employment 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 the Executive any right to continue in the employ of
UnionTools, create any inference as to the length of employment of the
Executive, affect the right of the Company or the Affiliates to
terminate the employment of the Executive, with or without cause, or
give the 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.

The 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.

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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 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 Products, Inc.
 c/o Ames True Temper, Inc.

465 Railroad Avenue
 Camp Hill, Pennsylvania 17011

Attn: Chief Executive Officer
 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 the
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 the Executive, the Company, and their respective successors
and permitted assigns; provided, however, that the Executive may not
assign this Agreement or any part hereof.

17.    Survival.

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

18.    Compliance.

In order to
monitor compliance with the terms of this Agreement, the 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 the
Executive obtains during the Restricted Period.

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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-7










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


		EXECUTIVE:





Date:






				
	 			    
	 			John
G. Jacob
	







		ACORN PRODUCTS,
INC.





		By:                                                                                      


Its:





		UNIONTOOLS, INC.





		By:                                                                                      


Its:




A-8
















Exhibit
B



SEPARATION AGREEMENT AND GENERAL RELEASE


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

1.    Separation Date.    The Executive’s
employment with UnionTools will terminate effective
                                 (the
‘‘Separation Date’’). The Executive agrees to
return all Company property to the Company no later than the Separation
Date. Except as specifically provided below, the 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 the Executive in this
Agreement, the Company will provide the Executive with the following:
[insert consideration as set forth in the Employment
Agreement]

3.    Executive’s Release of
Rights.    The Executive (defined for the purpose of this
Paragraph 3 as the Executive and the Executive’s agents,
representatives, attorneys, assigns, heirs, executors, and
administrators) irrevocably, fully, and unconditionally releases the
Released Parties (defined as the Company, Ames True Temper, Inc.,
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, officials,
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 the Executive’s employment with or termination of
employment from UnionTools, 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.    The Executive waives any reinstatement or
future employment with UnionTools and agrees never to apply for
employment or otherwise seek to be hired, rehired, employed,
re-employed, or reinstated by UnionTools or any of its affiliated
companies or corporations.

5.    No Disparagement or
Encouragement of Claims.    The Executive agrees not to make any
oral or written statement that disparages or places any Released Party
in a false or negative light. The Executive further agrees not to
encourage or assist any person who files a lawsuit, charge, claim or
complaint against the Released Parties unless the 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 the 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 the Executive unless such individuals are required to render
such assistance pursuant to a lawful subpoena or other legal
obligation.

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


B-1










of any local, state, or federal act, statute,
or constitution, or susceptible of inflicting any damages or injury on
the 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 the 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 the 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 the 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.

11.    Revocation Period.    The Executive has the
right to revoke this Agreement for up to seven days after he signs it.
In order to revoke this Agreement, the Executive must sign and send 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 the Executive signed
this Agreement. If the Executive revokes this Agreement, the Executive
will not be entitled to any of the consideration from the Company
described in paragraph 2 above.

12.    Voluntary Execution
of Agreement.    The Executive acknowledges that:

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


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


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


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


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


13.    Nondisclosure.    The 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












							
	 			 			ACORN
PRODUCTS,
INC.
	                                                                            


			 			By:                                                                              
	Executive
Signature			 			 
	 			 			Title:                                                                          
	Dated:                                                              			 			 
	 			 			UNIONTOOLS,
INC.
	 			 			By:                                                                              
	 			 			Title:                                                                          
	 			 			Dated:                                                                      
	






B-3