SC 13D/A

SEC 1746
(11-02)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13D (Rule 13d-101)	Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.  8)*

ACORN PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

004857 10 8

(CUSIP Number)

Michael E. Cahill, Esq.
Managing Director and General Counsel
The TCW Group, Inc.
865 South Figueroa Street, Suite 1800
Los Angeles, California 90017
(213) 244-0000 John B. Frank
Principal and General Counsel
Oaktree Capital Management, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 4, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of *Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.   004857 10 8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). The TCW Group, Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [   ]
	6.	Citizenship or Place of Organization Nevada
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,478,370
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,478,370
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,478,370
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [   ]
	13.	Percent of Class Represented by Amount in Row (11) 49.5%
	14.	Type of Reporting Person (See Instructions) HC, CO

2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Trust Company of the West
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 830,073
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 830,073
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 830,073
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 16.6%
	14.	Type of Reporting Person (See Instructions) CO; Banks

3

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Asset Management Company
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,648,297
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,297
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,297
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.9%
	14.	Type of Reporting Person (See Instructions) CO; IA

4

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,648,297
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,297
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,297
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 32.9%
	14.	Type of Reporting Person (See Instructions) PN; IA

5

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Fund IIIb
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 364,426
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 364,426
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 364,426
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 7.3%
	14.	Type of Reporting Person (See Instructions) PN

6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Fund IV
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 321,370
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 321,370
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 321,370
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 6.4%
	14.	Type of Reporting Person (See Instructions) PN

7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Plus Fund
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 344,724
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 344,724
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 344,724
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 6.9%
	14.	Type of Reporting Person (See Instructions) PN

8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Weyerhaeuser Company Master Retirement Trust
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 358,448
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 358,448
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 358,448
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 7.2%
	14.	Type of Reporting Person (See Instructions) OO

9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Trust IIIb
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 259,472
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 259,472
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 259,472
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 5.2%
	14.	Type of Reporting Person (See Instructions) OO

10

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). TCW Special Credits Trust IV
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 283,547
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 283,547
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 283,547
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 5.7%
	14.	Type of Reporting Person (See Instructions) OO

11

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Oaktree Capital Management, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization California
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,890,441
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 1,890,441
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,890,441
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 37.7%
	14.	Type of Reporting Person (See Instructions) IA; OO

12

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). OCM Principal Opportunities Fund, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[    ]
		(b)			[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [   ]
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-
			8.	Shared Voting Power 1,890,441
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,890,441
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,890,441
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [   ]
	13.	Percent of Class Represented by Amount in Row (11) 37.7%
	14.	Type of Reporting Person (See Instructions) PN

13

Item 1.	Security and Issuer
This Amendment No. 8 amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of The TCW Group, Inc. (“TCWG”), Trust Company of the West (“TCW”), TCW Asset Management Company (“TAMCO”), TCW Special Credits (“Special Credits,” and, together with TCWG, TCW and TAMCO, the “TCW Entities”), TCW Special Credits Fund III, TCW Special Credits Fund IIIb, TCW Special Credits Trust IIIb, TCW Special Credits Trust, Oaktree Capital Management, LLC (“Oaktree”) and OCM Principal Opportunities Fund, L.P. (“Oaktree Fund”) filed with the Securities and Exchange Commission on July 3, 1997 and amended by Amendment No. 1 filed on December 17, 1997, Amendment No. 2 filed on July 15, 1999, Amendment No. 3 filed on July 10, 2001, Amendment No. 4 filed on February 14, 2002, Amendment No. 5 filed on June 19, 2002, Amendment No. 6 filed on December 27, 2002 and Amendment No. 7 filed on February 24, 2003 (“Amendment No. 7”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Acorn Products, Inc., a Delaware corporation (the “Issuer”).  Except as disclosed herein there has been no change in the information previously reported on Schedule 13D.
Item 4 is hereby restated in its entirety as follows:
Item 4.	Purpose of Transaction
TCW, the Oaktree Fund, A. Corydon Meyer, John G. Jacob, Gary W. Zimmerman, Carol B. LaScala and CapitalSource Holdings LLC (collectively, the “Participants”), have agreed to contribute 4,567,815 shares of the Common Stock held by them to Acorn Merger Corporation (“Acorn Parent”), a Delaware corporation formed and controlled by the Participants for the purpose of holding the Participants’ current shares of the Issuer and merging with the Issuer.  In return for the contribution of their Common Stock to Acorn Parent (which as of April 4, 2003 and pro forma for the contribution of shares of Company Common Stock thereto immediately prior to a contemplated merger of Acorn Parent with and into Issuer collectively represents 91.2% of the Company’s issued and outstanding shares of Common Stock), the Participants will receive shares of Acorn Parent pursuant to a written agreement executed on February 21, 2003 (as amended pursuant to the First Amendment to Stock Contribution Agreement by and among the Participants, Acorn Parent and Porter.  Wright, Morris and Arthur LLP (as Escrow Agent only) dated as of April 4, 2003 (the “Amendment”) attached hereto as Exhibit 1, the (“Contribution Agreement”).  The contribution of shares will be made in connection with a merger pursuant to which (i) Acorn Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Acorn Parent, the Issuer, and any public stockholders who have properly perfected their dissenters’ statutory appraisal rights under the Delaware General Corporate Law (“DGCL”)) will be converted into the right to receive $3.50 in cash and (ii) each share of Acorn Parent’s capital stock issued and outstanding immediately prior to the merger will be converted into one share of the common stock of the Issuer (the “Proposed Transaction”).  Consummation of the Proposed Transaction will result in the Participants owning all of the outstanding equity interests of the Issuer.
Upon the contribution of Common Stock to Acorn Parent by the Participants, Acorn Parent will execute and file a Certificate of Ownership and Merger (the “Certificate”) with the Secretary of State of Delaware pursuant to which Acorn Parent will be merged with and into the Issuer, and each share of the Common Stock (other than shares held by each of Acorn Parent, the Issuer, and any public stockholders who have properly perfected their dissenters’ statutory appraisal rights under the DGCL) will be converted into the right to receive $3.50 in cash.  Under the DGCL, because Acorn parent will hold over 90% of the Common Stock, Acorn Parent will have the power to execute and file the Certificate and effect the transactions contemplated thereby without a vote of the Issuer’s board of directors or its stockholders.
The Proposed Transaction, if consummated, contemplates that the Issuer will be the surviving corporation and that the Participants will own all of the outstanding equity interests of the Issuer.  The Participants intend to cause the Issuer to terminate the registration of the Common Stock under Section 12(g) of the Act.  Upon consummation of the Proposed Transaction, the Participants have consented to the consummation of a 40-to-1 reverse stock split of the Common Stock and, further, to an amendment to the Certificate of Incorporation of the Issuer reducing the number of authorized shares of Common Stock from 20,000,000 to 500,000.  In addition, the Participants intend to cause the Common Stock of the Issuer to cease to be listed on the NASDAQ SmallCap Market.  Except as set forth herein, the reporting persons have no other plans or proposals relating to the information required to be disclosed in subparagraphs (a) through (j) of Item 4.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1: First Amendment to Stock Contribution Agreement

[SIGNATURES ON FOLLOWING PAGE]

14

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of this 4th day of April, 2003.

THE TCW GROUP, INC.

/s/ Lazarus N. Sun

Lazarus N. Sun

Authorized Signatory

TRUST COMPANY OF THE WEST

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory

TCW ASSET MANAGEMENT COMPANY

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory

TCW SPECIAL CREDITS

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits

TCW SPECIAL CREDITS FUND IIIb

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the General
Partner of TCW Special Credits Fund IIIb

TCW SPECIAL CREDITS FUND IV

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the General
Partner of TCW Special Credits Fund IV

TCW SPECIAL CREDITS PLUS FUND

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the General
Partner of TCW Special Credits Plus Fund

15

TCW SPECIAL CREDITS TRUST IIIb

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust IIIb

TCW SPECIAL CREDITS TRUST IV

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of Trust Company of the West,
the trustee of TCW Special Credits Trust IV

WEYERHAEUSER MASTER RETIREMENT TRUST

/s/ Kenneth Liang

Kenneth Liang

Authorized Signatory of TCW Asset Management Company,
the Managing General Partner of TCW Special Credits, the
investment manager of Weyerhauser MRT

OAKTREE CAPITAL MANAGEMENT, LLC

/s/ John Frank

John Frank

Principal and General Counsel

/s/ Vincent J. Cebula

Vincent J. Cebula

Managing Director

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

By: Oaktree Capital Management, LLC

Its: General Partner

/s/ John Frank

John Frank

Principal and General Counsel

/s/ Vincent J. Cebula

Vincent J. Cebula

Managing Director

16

EX-1

Exhibit 1

FIRST AMENDMENT TO
STOCK CONTRIBUTION AGREEMENT

This FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT (this “Amendment”), is made as of April 4, 2003, by and among the stockholders listed on signature pages hereof (the “Contributing Stockholders”), Acorn Merger Corporation, a Delaware corporation (the “Company”) and Porter, Wright, Morris & Arthur LLP (as Escrow Agent).

RECITALS

WHEREAS, the Contributing Stockholders, the Company and the Escrow Agent were parties to that certain Stock Contribution Agreement dated as of February 21, 2003 (the “Agreement”; terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement);

WHEREAS, pursuant to the Agreement each of the Contributing Stockholders agreed to contribute all of the shares of the outstanding common stock, par value $0.01 (“Acorn Stock”), of Acorn Products, Inc. (“Acorn”) owned by such Contributing Stockholder (the “Contributed Shares”);

WHEREAS, Trust Company of the West (“TCW”) desires to refrain from contributing the shares of Acorn common stock held by TCW Special Credits Fund III; and

WHEREAS, each of the Contributing Stockholders desires to authorize Acorn to consummate a reverse stock split and to amend the certificate of incorporation of Acorn (“Acorn Certificate”) immediately after the consummation of the Merger.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and adequacy of which hereby is acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend and supplement the Agreement as follows:

Section 1.AMENDMENT TO ARTICLE 1

a)The following Sections are hereby added to Article 1 of the Agreement:

“1.5  Reverse Stock Split.  Each of the Contributing Stockholders hereby consents to the consummation of a reverse stock split by Acorn immediately following the effectiveness of the Merger pursuant to which every forty (40) shares of Acorn Stock outstanding shall be converted into and constitute one (1) fully paid and nonassessable share of Acorn Stock.

1.6  Amendment to Certificate.  Each of the Contributing Stockholders hereby consents to an amendment of the Acorn Certificate immediately following the consummation of the Merger to decrease the number of authorized shares of Acorn Stock from 20,000,000 to 500,000.”

Section 2.AMENDMENT OF EXHIBIT A

a)Exhibit A of the Agreement is amended to reflect the contribution of fewer Contributed Shares by TCW by deleting such Exhibit A in its entirety and substituting the following in its place:

EXHIBIT A

OWNERSHIP OF CONTRIBUTED SHARES

Contributing Stockholder	Contributed Shares	Company Shares
OCM Principal Opportunities Fund, L.P.	1,890,441	1,890,441
Trust Company of the West	2,412,370	2,412,370
CapitalSource Holdings LLC	213,354	213,354
A. Corydon Meyer	2,150	2,150
John G. Jacob	21,500	21,500	*
Gary W. Zimmerman	20,000	20,000	*
Carol B. LaScala	8,000	8,000	*
Total	4,567,815	4,567,815

* Subject to Restrictions

Section 3.MISCELLANEOUS

a)Reference to and Effect on the Agreement.

i)Each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Agreement, and each reference in any other document (“Other Documents”) to the “Agreement”, “thereunder”, “thereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

ii)Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect and is ratified and confirmed.

iii)The execution, delivery and performance of this Amendment shall not, except as expressly provided in this Amendment, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any party to the Agreement or any of the Other Documents.

b)Headings.  Section and subsection headings in this Amendment are included in this Amendment for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

2

c)GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF DELAWARE.

d)Counterparts.  This Amendment may be executed in any number of counterparts and when so executed, all of such counterparts shall constitute a single instrument binding upon all parties notwithstanding the fact that all parties are not signatory to the original or to the same counterpart.

[SIGNATURES FOLLOW]

3

IN WITNESS WHEREOF, each of the parties hereto has approved and executed this First Amendment to Stock Contribution Agreement as of the date first above written.

TRUST COMPANY OF THE WEST
By:	/s/ Kenneth Liang
	Name:	Kenneth Liang
	Title:	Authorized Signatory
By:	/s/ Richard Masson
	Name:	Richard Masson
	Title:	Authorized Signatory
Address for Notices: The TCW Group, Inc. 865 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 Attention: General Counsel Telephone: (213) 244-0000

OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
By:	Oaktree Capital Management, LLC, Its
General Partner
By:	/s/ Vincent J. Cebula
	Name:		Vincent J. Cebula
	Title:		Managing Director
By:	/s/ Stephen A. Kaplan
	Name:		Stephen A. Kaplan
	Title:		Principal
Address for Notices: Oaktree Capital Management, LLC 333 South Grand Avenue, 28th floor Los Angeles, CA 90071
Attention:		General Counsel
Telephone:		(213) 830-6300
Facsimile:		(213) 830-8522
CAPITALSOURCE HOLDINGS LLC
By:	/s/ Joseph Turitz
	Name:		Joseph Turitz
	Title:		Associate General Counsel
Address for Notices: 4445 Willard Avenue, 12th Floor Chevy Chase, Maryland  20815 Attention: Corporate Finance Group, Portfolio Manager
Telephone:		(301) 841-2700
Facsimile:		(301) 841-2360

2

Individual Stockholders:
/s/ A. Corydon Meyer
A. Corydon Meyer
/s/ John G. Jacob
John G. Jacob
/s/ Gary W. Zimmerman
Gary W. Zimmerman
/s/ Carol B. LaScala
Carol B. LaScala
Address for Notices to Individual Stockholders: 390 W. Nationwide Blvd. Columbus, Ohio 43215
Telephone: Facsimile:	(614) 222-4400 (614) 222-4437

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ACORN MERGER CORPORATION
By:	/s/ Vincent J. Cebula
	Name:	Vincent J. Cebula
	Title:	Chairman and President

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Acknowledged and Agreed to as Escrow Agent Only:
PORTER, WRIGHT, MORRIS AND ARTHUR LLP
By:	/s/ Robert J. Tannous
	Name:	Robert J. Tannous
	Title:	Partner

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