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                                                                 Exhibit 10.1



                                  June 13, 2002


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

Gentlemen:

         The undersigned existing stockholders of Acorn Products, Inc. ("ACORN")
representing funds and accounts managed by TCW Special Credits and Oaktree
Capital Management, LLC (the "PRINCIPAL HOLDERS") are pleased to submit the
following proposal for a recapitalization of Acorn that would materially reduce
outstanding indebtedness of UnionTools, Inc. (the "COMPANY") and provide
existing holders of Acorn common stock a continuing equity interest as described
herein (the "TRANSACTION"). Among other things, the Transaction would result in
the repayment of the Company's obligations under its existing credit agreement.
We are extremely interested in pursuing the Transaction.

         We understand that the Acorn board of directors (the "ACORN BOARD")
established a committee of its members (the "SPECIAL COMMITTEE") to monitor,
review, consider and negotiate the terms of a proposed transaction between Acorn
and the Principal Holders and to determine whether to recommend such transaction
for approval by the Acorn Board. We are submitting this letter to Acorn and the
Special Committee with the understanding that, even if it is executed by Acorn,
it will not obligate Acorn to consummate the transactions contemplated hereby.
Rather, it will form the basis for discussions and negotiations between Acorn
and the Special Committee, on the one hand, and the Principal Holders, on the
other, with respect to the terms of a Transaction, as the Special Committee
undertakes the responsibilities that have been delegated to it by the Acorn
Board.

         The principal terms of our proposal (which modifies and supersedes in
its entirety the proposal as described in our letter dated February 1, 2002) are
outlined below:

         1. OUTLINE OF TRANSACTION. On the terms and subject to the conditions
described herein, the Principal Holders would (a) purchase for cash from Acorn
$10,000,000 principal amount of newly-issued 12% Convertible Subordinated Notes
due June 15, 2003 (the "NOTE PURCHASE"), and (b) exchange all of their
outstanding participation interests in the Company's 12% Exchangeable Notes,
representing approximately $8,265,000 of principal and accrued interest as of
June 28, 2002, for newly-issued Series A Preferred Stock of Acorn with a
liquidation preference of like amount (the "NOTE EXCHANGE"). The proceeds of the
foregoing transactions, together with borrowings under a new secured credit
facility, would be applied to repay all outstanding obligations of the Company
under its existing bank credit agreement and certain fees and expenses relating
to the Transaction. These 12% Notes, $1,200,000 of additional





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                                                                 Exhibit 10.1

12% Notes to be issued to a third party and the Series A Preferred Stock, will
be convertible into common stock at a price of $0.50 per share upon receipt of
certain approvals by shareholders which shall include, among other things, an
increase in the Acorn's authorized shares of common stock and a 1-for-10 reverse
split of Acorn's common stock. Following receipt of such shareholder approvals
and the implementation of the 1-for-10 reverse stock split, the holders of Acorn
common stock (other than the Principal Holders and their affiliates) would
receive rights (at the rate of 10 rights per existing share of Acorn common
stock held as of a record date to be established) to purchase shares of Acorn
common stock at $5.00 per share for each right received (the "RIGHTS OFFERING"),
which exercise price will represent the post-split conversion price of the 12%
Notes and Series A Preferred Stock, all of which will be generally mandatorily
convertible into common stock upon the closing of the Rights Offering. Assuming
that the number of pre-split Acorn shares of common stock held by persons other
than Principal Holders and their affiliates is approximately 1,800,000, then
such rights offer would entitle holders (other than Principal Holders and their
affiliates) to purchase up to 18,000,000 shares of Acorn common stock on a
pre-split basis or 1,800,000 shares on a post split basis for aggregate
consideration of $9,000,000. If such rights are exercised in full, the aggregate
share ownership of holders other than the Principal Holders and their affiliates
would approximate the percentage interest of such holders, taken as a whole, as
of the date hereof. The Principal Holders, their affiliates and their designees
shall have the right, but not the obligation, to purchase at their option shares
of newly-issued common stock following the Rights Offering up to the number of
rights that are not exercised thereby. Proceeds from the Rights Offering, if
any, would be applied toward the repayment of $600,000 of 12% Notes, accrued
interest owing on the 12% Notes and term loans of Union.

         2. NEW CREDIT FACILITY. The new credit facility would be comprised of a
revolving loan facility of $32.5 million and a $12.5 million term loan. The new
credit facility would have a maturity of five years and other terms satisfactory
to the Principal Holders and Acorn.

         3. CONDITIONS. The obligations of the Principal Holders to consummate
the Transaction will be subject to the satisfaction of customary conditions,
including (i) the negotiation and execution of definitive agreements and related
documents contemplated by such agreement on terms satisfactory to the Principal
Holders, (ii) receipt of all necessary governmental and material third party
approvals (to be mutually identified and agreed upon) which are required to
consummate the transactions contemplated hereby, (iii) funding of the new credit
facility on terms and conditions satisfactory to the Principal Holders, (iv)
absence of a material adverse change in the financial condition, results of
operations, business, assets, properties or prospects of Acorn and Company,
taken together, including the actual or potential loss or reduction of business
with any material customer, (v) either (1) the Special Committee shall have
approved the Transaction or (2) Acorn shall have received a fairness opinion
from a nationally recognized firm with respect to the Transaction, and (vi) the
Principal Holders' determination in good faith that the Company's net operating
tax losses and other tax attributes will not be adversely affected by
consummation of the Transaction and/or subsequent Rights Offering. We would
expect definitive documentation for the Transaction to contain customary
covenants, representations and warranties, closing conditions and other terms
consistent with the draft of documents as previously provided to the Special
Committee by the Principal Holders.


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                                                                 Exhibit 10.1

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

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

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

         7. TERMINATION; NON-EXCLUSIVE. This letter will automatically terminate
and be of no further force and effect upon the first to occur of (i) delivery by
the Special Committee to the undersigned of a notice of termination, (ii) the
execution of a definitive agreement, or (iii) June 30, 2002 (or the date to
which the existing bank credit agreement may be extended provided in no event
shall this letter be deemed to be extended to any date later than August 14,
2002) unless the parties hereto mutually agree to an extension hereof.
Notwithstanding the foregoing, the obligations of the parties pursuant to
paragraphs 5 and 6 and this paragraph 7 hereof will survive any such termination
of this letter. For the avoidance of doubt, the parties acknowledge that this
letter agreement does not restrict in any manner the right or ability of Acorn
or the Company to engage in discussions, directly or indirectly, with any third
party with respect to any transaction which conflict with or be an alternative
to the Transaction. Moreover, the obligations of the Principal Holders pursuant
to the terms of this letter shall be several and not joint as among such
holders.

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

                                    * * * * *




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                                                                 Exhibit 10.1



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


                                    Sincerely,




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


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



ACCEPTED AND AGREED as of
June 13, 2002


ACORN PRODUCTS, INC.


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

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



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                                                                 Exhibit 10.1



                 SCHEDULE A TO LETTER AGREEMENT OF JUNE 13, 2002


TCW SPECIAL CREDITS FUND IIIB

TCW SPECIAL CREDITS FUND III

TCW SPECIAL CREDITS TRUST IIIB

THE COMMON FUND FOR BOND INVESTMENTS, INC.

DELAWARE STATE EMPLOYEES' RETIREMENT FUND

WEYERHAEUSER COMPANY MASTER RETIREMENT TRUST (TCW)

TCW SPECIAL CREDITS TRUST

TCW SPECIAL CREDITS TRUST IV

TCW SPECIAL CREDITS TRUST IV-A

TCW SPECIAL CREDITS FUND IV

TCW SPECIAL CREDITS PLUS FUND