EXECUTION COPY

                               SEVERANCE AGREEMENT

            This Severance Agreement ("Agreement") is entered into on April 7,
2006 by and among Carol B. LaScala, an individual (the "Employee"), Acorn
Products, Inc., a Delaware corporation (the "Company"), and UnionTools, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Company ("UnionTools,"
and together with the Employee and the Company, the "Parties").

                                    RECITALS

            WHEREAS, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement"), by and among the Company, Ames True Temper, Inc.,
ATTUT Holdings, Inc., and the other parties thereto, dated April 7, 2006;

            WHEREAS, prior to the "Closing Date" (as defined in the Merger
Agreement), the Employee was employed by UnionTools and subject to the Change of
Control Agreement, dated November 22, 1999 by and among the Employee, the
Company, and UnionTools (the "Change of Control Agreement");

            WHEREAS, effective on the Closing Date, UnionTools desires to
continue to employ the Employee, and the Employee desires to continue to be
employed by the Company through March 31, 2007 (the "Employment Period");

            WHEREAS, the Parties each desire that this Agreement nullify and
supersede the Change of Control Agreement and all other agreements with respect
to the subject matter hereof;

            WHEREAS, the Parties acknowledge that effective as of the Closing
Date, neither the Company nor UnionTools shall have any obligations under the
Change of Control Agreement and the Employee shall not have any rights under the
Change of Control Agreement;

            WHEREAS, the Parties acknowledge that the severance provisions set
forth in this Agreement are more beneficial to the Employee than the severance
provisions set forth in the Change of Control Agreement; and

            WHEREAS, as of the date hereof, the Employee 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")
in consideration of continued employment by UnionTools and the benefits set
forth in this Agreement.

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




                                    AGREEMENT

            1.    Definitions.

            When used in this Agreement, the following terms have the meanings
set forth below:

            "Cause" means (A) the Employee's material breach of any of the
Employee's obligations under the Confidentiality, Inventions, Non-Competition
and Non-Solicitation Agreement; (B) conviction of a felony or misdemeanor
involving moral turpitude; or (C) willful gross neglect or willful gross
misconduct in carrying out the Employee's duties, resulting in material economic
harm to UnionTools, the Company or any Successor.

            "Good Reason" means (A) without the Employee's prior written
consent, assignment to the Employee of duties materially inconsistent in any
respect with her position or any other action that results in a material
diminution in the Employee's position, authority, duties or responsibilities,
provided, however, that the fact that after the Closing Date, the Employee
reports to a different individual and/or position shall not constitute such a
material diminution; or (B) assignment of the Employee, without her prior
written consent, to a place of business that is 25 or more miles from Employee's
current place of business.

            "Permanent Disability" means the Employee is unable to perform, with
or without reasonable accommodation, by reason of physical or mental incapacity,
the essential functions of the Employee'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.

            "Successor" means any acquirer, by merger or otherwise, of all or
substantially all of the assets or business of the Company.

            "Termination Date" means the date the Employee's employment with
UnionTools or a Successor terminates.

            2.    Payment Upon Termination.

                  (a)   Termination for Cause or without Good Reason. In the
event of a termination of employment with UnionTools by UnionTools or Successor
for Cause or a termination with UnionTools by the Employee without Good Reason,
the Employee shall only be entitled to receive the accrued and unpaid salary and
benefits to the Termination Date (the "Accrued Benefits").

                  (b)   Termination as a Result of Death or Permanent
Disability. In the event of the Employee's termination of employment with
UnionTools as a result of her death or Permanent Disability, the Employee (or
her legal representative) shall be entitled to receive (i) the Accrued Benefits
and (ii) continuation of the Employee's annual base salary as in effect
immediately prior to the Termination Date for six (6) months after the
Termination Date, payable in monthly installments.


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                  (c)   Termination without Cause, for Good Reason or upon
Expiration of the Employment Period. In the event of a termination of the
Employee's employment with UnionTools by UnionTools without Cause (other than by
reason of death or Permanent Disability) or by the Employee for Good Reason, or
if the Employee remains employed with UnionTools through the Employment Period
(resulting in a Termination Date of March 31, 2007), the Employee shall be
entitled to receive (i) the Accrued Benefits and (ii) a severance payment equal
to 100% of the Employee's annual base salary as in effect immediately prior to
the Closing Date, payable in twelve (12) monthly installments. The receipt of
any severance payment as set forth in this Section 2(c) shall be contingent upon
the Employee's execution of a general release of all claims against the Company
and its Affiliates, substantially in the form attached hereto as Exhibit B. For
purposes of this 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.

            3.    Effect on Other Agreements and Plans. The payment provided
herein shall be in addition to the Employee's normal compensation and benefits
from the Company; and shall have no effect on any other employment or
compensation agreements or arrangements between the Company and the Employee,
except as expressly provided herein or therein.

            4.    Employment At-Will. Notwithstanding anything to the contrary
contained herein, the Employee's employment with UnionTools is not for any
specified term and may be terminated by the Employee or by UnionTools at any
time, for any reason, with or without Cause, without liability except with
respect to the payment provided hereunder or as required by law or any other
contract or employee benefit plan.

            5.    General.

                  (a)   Entire Agreement. This Agreement constitutes the final,
complete, and exclusive embodiment of the entire agreement and understanding
among the Parties related to the subject matter hereof and supersedes and
preempts any prior or contemporaneous understandings, agreements, or
representations by or between the Parties, written or oral, including without
limitation, the Change of Control Agreement.

                  (b)   Successors and Assigns. This Agreement is intended to
bind and inure to the benefit of and be enforceable by the Employee, UnionTools
and the Company, and their respective, successors, heirs at law and assigns,
except that the Employee may not assign any of her duties hereunder and she may
not assign any of her rights hereunder without the prior written consent of the
Company.

                  (c)   Amendments. No amendments or other modifications to this
Agreement may be made except by a writing signed by all Parties. No amendment or
waiver of this Agreement requires the consent of any individual, partnership,
corporation or other entity not party to this Agreement. Nothing in this
Agreement, expressed or implied, is intended to confer upon any third person any
rights or remedies under or by reason of this Agreement.


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                  (d)   No Mitigation Obligation. The Parties hereto expressly
agree that the Employee shall not be required to mitigate the amount of any
payment provided for in this Agreement by seeking other employment or otherwise,
nor shall any profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other obligation on
the part of the Employee hereunder or otherwise.

                  (e)   Choice of Law. The provisions of this Agreement shall be
construed in accordance with, and governed by, the laws of the State of
Pennsylvania without regard to principles of conflict of laws.

            6.    Term and Eligibility. The term of this Agreement shall be for
the period commencing on the date hereof and ending upon the Termination Date.


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            IN WITNESS WHEREOF, the Parties have executed this Severance
Agreement effective 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


                                       EMPLOYEE


                                       /s/ Carol B. LaScala
                                       -----------------------------------
                                       Carol B. LaScala




                                    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 ("UnionTools"), and
Carol (the "Employee," 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 and/or the Affiliates (as defined in Section
2(b) below) of the Employee and the benefits set forth in the Severance
Agreement between the Parties, dated April 7, 2006 (the "Severance Agreement"),
which the Employee acknowledges to be good and valuable consideration for the
Employee's obligations hereunder, the Company and the Employee agree as follows:

1.    The Business.

            The Employee 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, to the knowledge of the
            Employee, undertaken (or are proposed or contemplated to be
            undertaken) from time to time by the Company and each of the
            Affiliates during the term of the Employee's employment with
            UnionTools as a result of future acquisitions or otherwise
            (collectively, the "Business").

2.    Confidential Information.

      (a)   The Employee 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 Employee's employment with
            UnionTools, and at all times after termination of such employment,
            the Employee 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 Employee 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 Employee agrees that
            in the course of employment with UnionTools, the Employee 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 Employee is
            subject. The


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            Employee's obligations under this Section 2(a) with respect to
            Confidential Information will survive the termination of the
            Employee'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 Employee'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 Employee, applicable to or in
            any way related to: (i) the present or future business of the
            Company or any of the Affiliates (as defined below) as then
            conducted or, to the knowledge of the Employee, 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 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 Employee will leave with, or
            promptly return to, the Company all documents, records, notebooks,
            magnetic tapes, disks or other materials, including all copies, in
            the Employee'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 Employee or others. Notwithstanding
            the foregoing, the Employee shall be entitled to retain the
            Employee's personal effects provided any Confidential Information is
            removed therefrom.

4.    Inventions as Sole Property of the Company.

      (a)   The Employee 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


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            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, conceived or developed by the
            Employee 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
            Employee for the Company or any of the Affiliates.

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

      (d)   The Employee 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 Employee 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 Employee 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. The Employee hereby irrevocably designates
            and appoints the Company and its duly authorized officers and agents
            as the Employee's agents and attorneys-in-fact to act for and on the
            Employee's behalf and instead of the Employee, 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 Employee; 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 Employee 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 Employee's
            identity in connection with any distribution or use thereof alone or
            in combination with other materials.


                                       A-3



      (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 Employee'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 the Employee was aware during the term of her
            employment with UnionTools; or (2) the invention results from any
            work performed by the Employee for the Company or any Affiliate.

      (h)   The obligations of the Employee set forth in this Section 4
            (including, but not limited to, the assignment obligations) will
            continue beyond the termination of the Employee's employment with
            respect to Inventions conceived or made by the Employee alone or in
            concert with others during the Employee'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
            Employee and the Employee's executors, administrators and other
            representatives.

5.    List of Prior Inventions.

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

6.    Non-Competition.

      (a)   The Employee acknowledges that: (i) the Company and the Affiliates
            are and will be engaged in the Business during the term of the
            Employee's employment and thereafter; (ii) the Company and the
            Affiliates are and will be actively engaged in the Business
            throughout the world; (iii) the Employee is one of a limited number
            of persons who will be developing the Business; (iv) the Employee
            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
            Employee's employment the Employee 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 Severance Agreement
            between the Parties, dated as of April 7, 2006; (vi) the Employee'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 Employee were to provide services to any
            person or entity in violation of the


                                       A-4



            provisions of this Section 6; and (vii) the Employee has means to
            support the Employee and the Employee's dependents other than by
            engaging in the Business, and the provisions of this Section 6 will
            not impair such ability.

      (b)   The Employee 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 one (1)
            year after the termination for any reason of the Employee'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 Employee is in violation of this Section 6.
            Nothing contained in this Section 6 shall be construed to prevent
            the Employee 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 Employee is not
            involved in the business of said corporation and if the Employee and
            the Employee'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)).


                                       A-5



7.    Non-Solicitation.

            (a)   The Employee 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 Employee'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 Employee'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.

                  iii.  Notwithstanding the foregoing, Employee 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 Employee is in violation of this
                  Section 7.

8.    Equitable Remedies.

            The Employee 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 Employee breaches any of the terms of said
            covenants, and that in the event of the Employee's actual or
            threatened breach of any such covenants, the Company and the
            Affiliates will have no adequate remedy at law. The Employee
            accordingly agrees that, in the event of any actual or threatened
            breach by the Employee 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 Employee's material breach of any of the Employee's obligations
            under this Agreement will constitute "cause" (as defined in the
            Severance Agreement) for


                                      A-6



            the termination of employment by the Company and/or the Affiliates,
            as appropriate, pursuant to the Severance Agreement.

      (b)   In the event of a breach by the Employee of any of the provisions in
            this Agreement, the Employee will not be entitled to any severance
            payments set forth in the Severance 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 Severance Agreement.

10.   No Right to Employment.

            No provision of this Agreement shall give the Employee any right to
            continue in the employ of UnionTools, create any inference as to the
            length of employment of the Employee, affect the right of the
            Company or the Affiliates to terminate the employment of the
            Employee, with or without cause, or give the Employee 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 Employee 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 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


                                       A-7



            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 Employee, to the address of the Employee in the personnel
            records of the Company.

            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
            Employee, the Company, and their respective successors and permitted
            assigns; provided, however, that the Employee may not assign this
            Agreement or any part hereof.


                                       A-8



17.   Survival.

            The provisions in this Agreement shall survive the termination of
            the Employee's employment with UnionTools.

18.   Compliance.

            In order to monitor compliance with the terms of this Agreement, the
            Employee 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 Employee 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-9



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

                                       EMPLOYEE:

DATE:


                                       /s/ Carol B. LaScala
                                       -----------------------------------
                                       Carol B. LaScala


                                       ACORN PRODUCTS, INC.


                                       By:  /s/ Richard C. Dell
                                            -------------------------------
                                       Its: President and CEO


                                       UNIONTOOLS, INC.


                                       By:  /s/ Richard C. Dell
                                            ------------------------------
                                       Its: President and CEO




                                    Exhibit B

                    SEPARATION AGREEMENT AND GENERAL RELEASE

            Acorn Products, Inc., a Delaware corporation (the "Company"),
UnionTools, Inc., a Delaware corporation ("UnionTools"), and Carol B. LaScala
(the "Employee," 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 Employee's employment with UnionTools.

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

            3.    Employee's Release of Rights. The Employee (defined for the
purpose of this Paragraph 3 as the Employee and the Employee'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 Employee'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. SS.2000 et seq., the
Age Discrimination in Employment Act, 29 U.S.C. SS.621 et seq., the Americans
with Disabilities Act of 1990, 42 U.S.C. SS.12101 et seq., the Fair Labor
Standards Act, 29 U.S.C. SS.201 et seq., the Family and Medical Leave Act of
1993, 29 U.S.C. SS.2601 et seq., the Workers' Adjustment and Retraining
Notification Act, 29 U.S.C. SS.2101 et seq., the Employee Retirement Income
Security Act of 1974, 29 U.S.C. SS.1001 et seq., Pennsylvania Human Relations
Act Pa., Stat. Ann. tit.43, SS.SS. 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 Employee waives any reinstatement
or future employment with UnionTools and agrees never to apply for employment or
otherwise


                                       B-1



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 Employee
agrees not to make any oral or written statement that disparages or places any
Released Party in a false or negative light. The Employee further agrees not to
encourage or assist any person who files a lawsuit, charge, claim or complaint
against the Released Parties unless the Employee 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), the Chief Executive Officer and
other top five executives 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 Employee 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 Employee unless such individuals are required to render
such assistance pursuant to a lawful subpoena or other legal obligation.

            6.    Cooperation of the Employee. The Employee agrees to cooperate
with the Company in any reasonable manner as the Company may request, including
but not limited to furnishing information to and otherwise consulting with the
Company; and assisting the Company in any litigation or potential litigation or
other legal matters, including but not limited to meeting with and fully
answering the questions of the Company or its representatives or agents, and
testifying and preparing to testify at any deposition or trial. The Company
agrees to compensate the Employee for any reasonable out of pocket expenses and
lost wages incurred as a result of such cooperation.

            7.    Non-Admission/Inadmissibility. This Agreement does not
constitute an admission by the Company that any action it took with respect to
the Employee 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 the Employee, 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 Employee'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.

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

            9.    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.

            10.   Scope of Agreement. The Employee understands that she remains
bound to the Confidentiality, Inventions, Non-Competition and Non-Solicitation
Agreement, signed on _________ ___, 2006, which survives the termination of the
Employee's employment with UnionTools. Except as specifically set forth in such
provisions, this Agreement contains the entire agreement and understanding
between the Employee and the Company concerning the


                                       B-2



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 Employee has the right to revoke this
Agreement for up to seven days after she signs it. In order to revoke this
Agreement, the Employee 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
Employee signed this Agreement. If the Employee revokes this Agreement, the
Employee will not be entitled to any of the consideration from the Company
described in paragraph 2 above.

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

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

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

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

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

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

            13.   Nondisclosure. The Employee shall not disclose the contents or
substance of this Agreement to any third parties, other than the Employee's
attorneys, accountants, spouse or as required by law and shall instruct each of
the foregoing not to disclose the same.


                                       B-3



            IN WITNESS WHEREOF, the Parties have executed this Separation
Agreement and General Release effective as of the date written below.

                                       ACORN PRODUCTS, INC.


______________________________         By: _______________________________
[Employee Name]

                                       Title: ____________________________
Dated: _______________________

                                       UNIONTOOLS, INC.


                                       By:  ______________________________


                                       Title:  ___________________________

                                       Dated:  ___________________________