Exhibit 4.6
                             STOCK OPTION AGREEMENT

                 ACME UNITED CORPORATION 2002 STOCK OPTION PLAN

         A. A STOCK OPTION for a total of ______ shares of common Stock, par
value $2.50, of Acme United Corporation, a Connecticut corporation (herein the
"Company"), is hereby granted to _______________ (herein the "Optionee"),
subject in all respects to the terms and provisions of the 2002 Acme United
Corporation Stock Option Plan, (the "Plan"), dated February 26, 2002, as amended
through April 25, 2005, which has been adopted by the Company and which is
incorporated herein by reference.

         B. The option price per share as determined by the Stock Option Plan
Committee of the Company is _______________ ($___) per share.

         C. This Option may not be exercised if the issuance of shares of Common
Stock of the Company upon such exercise would constitute a violation of any
applicable securities or other law or valid regulation. The Optionee, as a
condition to his exercise of this Option, shall represent to the Company that
the shares of Common Stock of the Company that he acquires under this Option are
being acquired for him for investment and not with a present view to
distribution or resale, unless counsel for the Company is then of the opinion
that such a representation is not required under the Securities Act of 1933 or
any other applicable law, regulation or rule of any governmental agency.






         D. This Option may not be transferred  in any manner  otherwise than by
will or the laws of descent and  distribution,  and may be exercised  during the
lifetime of the Optionee  only by him. The terms of this Option shall be binding
upon the  executors,  administrators,  heirs,  successors,  and  assigns  of the
Optionee.

         E. This Option may not be  exercised  more than ten (10) years from the
date of its grant, and may be exercised during such term only in accordance with
the terms of the Plan.

         F. This Option is intended to be an Incentive  Stock Option pursuant to
the terms of the Plan and is,  accordingly,  subject to the further  limitations
set forth in the Plan applicable to Incentive Stock Options.

         G. This  Option is further  subject  to the  following  limitations  on
exercise by the  Optionee:

                  1.  With  respect  to 25% of the  shares  (_______)  of Common
Stock,  the Optionee's right of exercise under this Option shall be subject only
to the  general  limitations  set  forth in the Plan with  respect  to all stock
options which are intended to be Incentive Stock Options.

                  2. With  respect  to a further  25% of the  shares  (_____) of
Common Stock, in addition to the general  limitations set forth in the plan, the
Optionee  shall in no event have any right of exercise  until  ________.  In the
event the Optionee is not an employee of the Company on _________,  his right of
exercise with respect to said shares and with respect to the shares  referred to
in subsections 3 and 4 of this Section,  shall immediately lapse and shall be of
no further force or effect.






                  3. With  respect  to a further  25% of the  shares  (_____) of
Common Stock,  in additional to the general  limitations  set forth in the Plan,
the Optionee shall in any event have no right of exercise until ___________.  In
the event the  Optionee is not an employee  of the  Company on  __________,  his
right of exercise  with  respect to said  shares and with  respect to the shares
referred to in subsection 4 of this Section,  shall  immediately lapse and shall
be of no further force or effect.

                  4. With  respect to the balance of 25% of the shares  (______)
of Common Stock,  in addition to the general  limitations set forth in the Plan,
the Optionee shall in any event have no right of exercise until ___________.  In
the event the Optionee is not an employee of the Company on ________,  his right
of exercise with respect to said shares shall  immediately lapse and shall be of
no further force or effect.


Dated as of: _____________

                                       ACME UNITED CORPORATION

                                       By:

                                       Name:   Walter Johnsen
                                       Title:  President & CEO


ATTEST:

Paul G. Driscoll, Secretary







         The Optionee acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms and
provision thereof. The Optionee hereby accepts this Option subject to all the
terms and provisions of the Plan. The Optionee hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the Board of
Directors and, where applicable, the Compensation Committee, upon any questions
arising under the Plan. As a condition to the issuance of shares of Common Stock
of the Company under this Option, the Optionee authorizes the Company to
withhold in accordance with applicable law from any regular cash compensation
payable to him any taxes required to be withheld by the Company or agrees to
remit to the Company at the time of any exercise of this Option any taxes
required to be withheld by the Company, under Federal, State or Local law or
applicable law of any other jurisdiction as a result of his exercise of this
Option. The Optionee further acknowledges that under certain circumstances,
either pursuant to the terms of the Plan or pursuant to the Internal Revenue
Code, this Option may cease to be an Incentive Stock Option, in which event the
Optionee will be subject to taxation in a manner different from that provided
for Incentive Stock Options.

Dated:  ____________________, 200__.




                                       Optionee   ______________