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

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

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.   7 )*

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

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

February 21, 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 2,478,366
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 2,478,366
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,478,366
	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 830,071
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 830,071
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 830,071
	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 1,648,295
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,295
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,295
	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 1,648,295
			9.	Sole Dispositive Power -0-
			10.	Shared Dispositive Power 1,648,295
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,648,295
	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 364,425
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 364,425
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 364,425
	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 344,723
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 344,723
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 344,723
	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 259,471
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 259,471
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 259,471
	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. 7 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 and Amendment No. 6 filed on December 27, 2002, 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 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4 is amended to add the following paragraphs:
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 4,633,811 shares of the Common Stock held by them to Acorn Merger Corporation, 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 ("Acorn Parent").  In return for the contribution of their Common Stock to Acorn Parent (which as of February 19, 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 92.5% 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 (the "Contribution Agreement"). The Contribution Agreement is attached hereto as Exhibit 1, and any description thereof is qualified in its entirety by reference thereto.  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. The form of the Certificate is attached hereto as Exhibit 2, and any description thereof is qualified in its entirety by reference thereto.  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.  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.

14

Item 5.	Interest in Securities of the Issuer
Item 6 is amended to add the following paragraphs:
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
As described in Item 4, the Participants have agreed to contribute shares of the Common Stock to Acorn Parent in return for an ownership interest in Acorn Parent pursuant to the Contribution Agreement. Further, as described in Item 4, Acorn Parent will execute and file the Certificate 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.
Item 7 is hereby restated in its entirety as follows:
Item 7.	Material to Be Filed as Exhibits
Exhibit 1: Stock Contribution Agreement
Exhibit 2: Form of Certificate of Ownership and Merger

[SIGNATURES ON FOLLOWING PAGE]

15

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 24th day of February, 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

16

Authorized Signatory of TCW Asset Management Company,

the Managing General Partner of TCW Special Credits, the General

Partner of TCW Special Credits Plus Fund

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

17

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

18

EX-1

EXHIBIT 1

STOCK CONTRIBUTION AGREEMENT

This STOCK CONTRIBUTION AGREEMENT (this “Agreement”), is made as of February 21, 2003, by and among the stockholders listed on Exhibit A hereto (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 intend to contribute Four Million, Six Hundred Thirty Three Thousand, Eight Hundred Eleven (4,633,811) shares (collectively, the “Contributed Shares”) of the outstanding common stock, par value $0.01 per share, of Acorn Products, Inc., a Delaware corporation (“Acorn”), to the Company pursuant to the provisions set forth herein; and

WHEREAS, upon the giving of Notice and immediately prior to the effectiveness of the Merger, as contemplated in this Agreement, each Contributing Stockholder shall receive one share of common stock, par value $0.01 per share, of the Company (each a “Company Share”) in exchange for each Contributed Share contributed by such Contributing Stockholder; and

WHEREAS, each Contributing Stockholder agrees to contribute and transfer to the Company all of the Contributed Shares held by such Contributing Stockholder pursuant to the terms and provisions set forth herein.

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 as follows:

ARTICLE 1
DEFINITIONS

The following terms shall have the respective meanings set forth below (such meanings to be equally applicable to both the singular and plural):

“Acorn” shall have the meaning ascribed thereto in the Recitals.

“Agreement” shall have the meaning ascribed thereto in the preamble.

“CapitalSource” shall mean CapitalSource Holdings LLC, a Delaware limited liability company.

“Certificate” shall mean the Certificate of Incorporation of the Company.

“Company” shall have the meaning ascribed thereto in the preamble.

“Company Share” shall have the meaning ascribed thereto in the Recitals.

“Contract” shall mean any mortgage, indenture, contract, agreement, instrument, understanding or other arrangement.

“Contributed Shares” shall have the meaning ascribed thereto in the Recitals.

“Contributing Stockholders” shall have the meaning ascribed thereto in the preamble.

“Encumbrances” means any security interests, liens, pledges, claims of third parties, charges, escrows, encumbrances, options, rights of first refusal, transfer restrictions, mortgages, hypothecations, indentures, security agreements or other similar agreements or restrictions, whether written or oral.

“Equity Interest” shall mean (i) with respect to a corporation, any and all issued and outstanding capital stock of such Person and warrants, options or other rights to acquire capital stock and (ii) with respect to any Person (other than a corporation), any and all units, interests or other equivalents of, or other ownership interests in, any such Person and warrants, options or other rights to acquire such units or interests.

“Escrow Agent” shall have the meaning ascribed thereto in Section 2.3.

“Governmental Entity” shall mean any federal, state, local or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental regulatory authority, body or instrumentality, including any waste management regulatory authority.

“Lien” shall mean, with respect to any Property of any Person, any mortgage, lien, pledge, charge, lease, easement, servitude, right of others or security interest or encumbrance of any kind in respect of such Property of such Person.

“Material Adverse Effect” shall mean (a) a material adverse effect upon the business, operations, prospects, properties, assets or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole or (b) a material adverse effect on the ability of the Company to perform its obligations under this Agreement.

“Merger” shall mean the merger of the Company with and into Acorn pursuant to the terms set forth on Exhibit B hereto.

“Notice” shall have the meaning ascribed thereto in Section 2.2.

“OCM” shall have the meaning ascribed thereto in Section 2.3.

2

“Order” means any judgment, decree, order, writ, injunction, stipulation, rule or consent of or by any Governmental Entity.

“Person” shall mean an individual, partnership, corporation, trust, limited liability company, unincorporated organization or other entity or a government or agency or political subdivision thereof.

“Property” shall mean any assets or property of any kind or nature whatsoever, real, personal or mixed (including fixtures), whether tangible or intangible, provided that the term “Property,” when used with respect to any Person, shall not include securities issued by such Person.

“Registration Rights Agreement” shall mean that certain Amended and Restated Registration Rights Agreement, dated as of the date hereof, by and among Acorn, OCM and CapitalSource, attached hereto as Exhibit C.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Stockholders Agreement” shall mean that certain Amended and Restated Stockholders Rights Agreement, dated as of the date hereof, by and among Acorn, OCM, CapitalSource, and the persons set forth on Schedule A thereto, attached hereto as Exhibit D.

“Subsidiary” of any Person means (a) a corporation in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination, has either (i) a majority ownership interest or (ii) the power, under ordinary circumstances, to elect, or to direct the election of, a majority of the board of directors of such corporation, or (b) a partnership in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person (i) is, at the date of determination, a general partner of such partnership, or (ii) has a majority ownership interest in such partnership or the right to elect, or to direct the election of, a majority of the governing body of such partnership, or (c) any other Person (other than a corporation or a partnership) in which such Person, a subsidiary of such Person, or such Person and one or more subsidiaries of such Person has either (i) at least a majority ownership interest or (ii) the power to elect, or to direct the election of, a majority of the directors or other governing body of such Person.

ARTICLE 2
CONTRIBUTION OF ACORN STOCK; DELIVERY OF COMPANY SHARES

2.1   Contribution.  Upon delivery by OCM Principal Opportunities Fund, L.P. (“OCM”) of the Notice pursuant to Section 2.2 and immediately prior to the effectiveness of the Merger, each of the Contributing Stockholders, in consideration for Company Shares, hereby agrees to contribute, transfer, assign and deliver to the Company, and the Company hereby agrees to accept and assume, all of each right, title and interest in and to the Contributed Shares free and clear of all Liens.

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2.2   Notice; Delivery of Company Shares.  OCM shall deliver to the Company and each other Contributing Stockholder written notice (the “Notice”) that it has elected to contribute the Contributed Shares to the Company in exchange for the Company Shares.  The Company shall, upon receipt of the Notice, and within ten (10) business days of receiving all of the Contributed Shares pursuant to Section 2.3, deliver to each Contributing Stockholder the number of Company Shares to which it is entitled, as set forth on Exhibit A attached hereto.  Notwithstanding the foregoing, in no event shall OCM deliver the Notice unless it reasonably believes that consummation of the Merger will occur within twenty (20) days of the receipt by the Company of the Contributed Shares pursuant to Section 2.3 below.

2.3   Delivery of Contributed Shares; Conditions to Delivery.  Within two (2) days of receipt of the Notice from OCM, each Contributing Stockholder hereby agrees to deliver, or cause to be delivered, to Porter, Wright, Morris & Arthur LLP, as escrow agent (the “Escrow Agent”) each and every certificate and instrument evidencing one or more shares of the Contributed Shares.  Notwithstanding the foregoing, in no event shall any Contributing Stockholder be required to deliver its Contributed Shares to the Escrow Agent unless (i) OCM has properly given the Notice pursuant to Section 2.2, (ii) the Merger has been approved by any Governmental Entities from which approval of the Merger is required on substantially the same terms as set forth on Exhibit B hereto and (iii) the Stockholders Agreement and Registration Rights Agreement have been executed by each party thereto.

2.4   Escrow Agent Responsibilities.  The Escrow Agent shall hold each of the shares contributed by the Contributing Stockholders, with accompanying stock powers, in escrow until immediately prior to the Merger.  In the event that the Merger does not occur within thirty (30) days after the Notice is provided to the Contributing Stockholders the Escrow Agent shall return each parties stock certificates to such Contributing Stockholders.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to each of the Contributing Stockholders as follows:

3.1   Organization, Good Standing and Qualification.  The Company is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware.  The Company has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as currently conducted.  The Company is duly qualified and is authorized to do business and is in corporate and tax good standing as a foreign corporation in all jurisdictions in which the conduct of its business, nature of its activities and ownership or lease of its Properties make such qualifications necessary, except for those jurisdictions in which failure to be so qualified would not have a Material Adverse Effect.  The Company has made available to the Contributing Stockholders true, correct and complete copies of the Certificate and Bylaws of the Company, each as currently in effect.

3.2   Authorization; Binding Effect; Valid Issuance of the Company Shares.  The Company has all requisite power and authority to (i) enter into this Agreement, (ii) to issue the Company Shares and (iii) to carry out and perform its obligations under the terms of this

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Agreement. Upon acceptance of this Agreement by the Company and, assuming the due authorization, execution and delivery of this Agreement by all of the parties hereto, this Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. When issued in accordance with the terms of this Agreement, the Company Shares will be duly authorized, validly issued, fully paid and nonassessable.

3.3   Capitalization.  The authorized capital stock of the Company consists of (a) 5,100,000 shares of Common Stock.  After giving effect to the transactions contemplated by this Agreement, there will be issued and outstanding 4,633,811 shares of Common Stock.  All issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable and (c) were issued in compliance with all applicable state and federal laws concerning the issuance of securities.  The Company Shares have been duly and validly reserved for issuance upon contribution by the Contributing Stockholders of the Contributed Shares.  There are no outstanding options, warrants, puts, calls, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities or other restrictions on the incidents of ownership or transfer created by the charter documents of the Company or any agreement to which the Company is a party or by which it is bound, other than restrictions on transfer under applicable federal and state securities laws.  The Company Shares have been duly authorized and, when issued in compliance with the provisions of this Agreement or the Certificate, as applicable, will be validly issued (including, without limitation, issued in compliance with applicable state and federal securities laws), fully paid and nonassessable.  Except for the Stockholders Agreement, there are no preemptive rights, voting agreements or transfer restrictions (except those imposed by applicable federal and state securities laws) affecting the Equity Interests in the Company or any of its Subsidiaries.

3.4   Compliance with Other Instruments; No Violation.  The execution, delivery, and performance of and compliance with this Agreement by the Company do not and will not, with or without the passage of time or giving of notice, (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default or event of default under, (c) constitute a change of control or assignment under, (d) result in the creation of any Encumbrance upon any of the Properties or assets of the Company or any of its Subsidiaries or any Common Stock pursuant to, (e) give any third party the right to terminate, modify, accelerate or other change any right or obligation under, (f) require the Company or any of its Subsidiaries to take any action under, (g) require any authorization, consent, approval, exemption or other action by, notice to, or filing with any Governmental Entity or any other Person pursuant to or (h) result in the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization, consent, approval or exemption of the Company or any of its Subsidiaries under (i) the organizational documents of the Company or any of its Subsidiaries, (ii) any applicable statute, law, regulation or rule, (iii) any Order which the Company or any of its Subsidiaries is subject, or (iv) any Contract to which the Company or any of its Subsidiaries or any of their respective Properties or assets are subject.

3.5   Litigation.  There is no action, suit, proceeding or investigation pending or currently threatened against the Company or any of its Subsidiaries that challenges the validity of

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this Agreement or the right of the Company or any of its Subsidiaries to enter into this Agreement, or to consummate the transactions contemplated hereby.

3.6   Registration Rights.  Except for the Registration Rights Agreement, the Company has no obligation, and has not granted any rights, to register any of the Company’s securities under the Securities Act.

3.7   Consents.  The Company has obtained all consents, approvals, Orders, qualifications, licenses, permits or other authorizations, and have made all applicable filings, required by any applicable statute, law, rule or regulation or Governmental Entity in connection with the execution, delivery and performance of this Agreement and the offer, issuance, sale and delivery of the Company Shares and the other transactions to be consummated as contemplated in this Agreement, except such filings as may be required under applicable state and federal securities laws.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING
STOCKHOLDERS

Each of the Contributing Stockholders hereby individually represents and warrants to the Company and to each other Contributing Stockholder as follows:

4.1   Authorization; Binding Effect.  Such Contributing Stockholder has all requisite power and authority to (i) enter into this Agreement, (ii) to transfer the Contributed Shares and (iii) to carry out and perform its obligations under the terms of this Agreement. Upon acceptance of this Agreement by the Contributing Stockholders and, assuming the due authorization, execution and delivery of this Agreement by all of the parties hereto, this Agreement will constitute the valid and binding obligation of such Contributing Stockholder, enforceable against such Contributing Stockholder in accordance with its terms.

4.2   Ownership of Contributed Shares.  Such Contributing Stockholder owns the Contributed Shares, as set forth next to such Contributing Stockholder’s name on Exhibit A hereto, beneficially and of record, free and clear of all Liens.

4.3   No Conflicts.  The execution and delivery of this Agreement by such Contributing Stockholder does not, and the performance by such Contributing Stockholder of its obligations under this Agreement and the consummation of the transactions contemplated hereby will not:

(a)conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of formation or limited liability company agreement (or other comparable charter document) of such Contributing Stockholder;

(b)conflict with or result in a violation or breach of any term or provision of any law or Order applicable to such Contributing Stockholder or any of its Properties; or

(c)(i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require such

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Contributing Stockholder to obtain any consent, approval or action of, make any filing with or give any notice to any Person as a result or under the terms of, or (iv) result in the creation or imposition of any Lien upon such Contributing Stockholder or any of its Properties under, any contract or license to which such Contributing Stockholder is a party or by which any of its Properties is bound.

4.4   Governmental Approvals and Filings.  No consent, approval or action of, filing with or notice to any Governmental Entity on the part of such Contributing Stockholder is required in connection with the execution, delivery and performance of this Agreement by such Contributing Stockholder or the consummation of the transactions contemplated hereby by such Contributing Stockholder.

4.5   Legal Proceedings.  There are no actions or proceedings pending or, to the knowledge of such Contributing Stockholder, threatened against, relating to or affecting such Contributing Stockholder which could reasonably be expected to result in the issuance of an Order restraining, enjoining or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement.

4.6   Securities Representations.  Such Contributing Stockholder hereby acknowledges the following:

(a)(i) The Company Shares have not been registered under the Securities Act, nor qualified under the securities laws of any other jurisdiction, (ii) the Company Shares cannot be resold unless they subsequently are registered under the Securities Act and qualified under applicable state securities laws, unless the Company determines that exemptions from such registration and qualification requirements are available, and (iii) such Contributing Stockholder has no right to require such registration or qualification except as provided in the Registration Rights Agreement (or the agreement which it amends);

(b)The Company Shares to be acquired by the Contributing Stockholders pursuant to this Agreement will be acquired for such Contributing Stockholder’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Company Shares will not be disposed of in contravention of the Securities Act or any applicable state securities laws;

(c)Each Contributing Stockholder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.  Each Contributing Stockholder has substantial knowledge and experience in financial and business matters, has specific experience making investment decisions of a similar nature, and is capable, without the use of a financial advisor, of utilizing and analyzing the information made available in connection with the acquisition of the Company Shares and of evaluating the merits and risks of an investment in the Company Shares;

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(d)Each Contributing Stockholder has carefully reviewed and understands the risks of, and other considerations relating to, an investment in the Company Shares;

(e)Each Contributing Stockholder understands that its investment in the Company Shares is subject to significant economic risk, including the relative illiquidity resulting from the fact that the Company Shares (i) have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or they are sold pursuant to an exemption from such registration, and (ii) are subject to additional restrictions as provided herein.  Such Contributing Stockholder is able to bear such economic risk of the investment in the Company Shares for an indefinite period of time;

(f)Each Contributing Stockholder has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Company Shares and has had full access to such other information concerning the Company as it has requested; and

(g)No Contributing Stockholder has received or is relying upon any written offering literature or prospectus other than this Agreement.  Further, no Contributing Stockholder has received or is relying upon any oral representations which are in any manner inconsistent with the written information contained in this Agreement.

ARTICLE 5
MISCELLANEOUS

5.1   Entire Agreement.  This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the subject matter of this Agreement.

5.2   Amendment.  This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto.

5.3   Notices.  All notices, demands, requests or other communications which may be or are required to be given, served or sent or delivered by a party pursuant to this Agreement must be in writing and shall be validly given or made (a) upon actual receipt when delivered by hand, (b) upon receipt of transmission confirmation when sent by facsimile, (c) three days after mailing if mailed by first-class certified or registered United States mail, postage prepaid and return receipt requested, or (d) one day after sending if sent by overnight courier with postage prepaid, in each case delivered or addressed as set forth on the signature pages hereto or at such other address as any party hereto may from time to time advise the other party pursuant to this Section 5.3.  Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given pursuant to this Section 5.3 shall be deemed receipt of the notice.

5.4   Successors and Assigns.  The terms and provisions of this Agreement are intended for the benefit of each party to this Agreement and their respective successors or

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permitted assigns.  This Agreement shall be binding upon, inures to the benefit of and is enforceable by the parties to this Agreement and their respective successors and permitted assigns.

5.5   No Assignment.  Neither this Agreement nor any right, interest or obligation under this Agreement may be assigned by any party to this Agreement.

5.6   Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.7   Survival of Warranties.  The warranties, representations, and covenants of the Company and each Contributing Stockholder contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement.

5.8   Headings.  The headings appearing in this Agreement are included solely for convenience of reference and shall not affect the interpretation or construction of any provision of this Agreement.

5.9   Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

5.10   Further Assurances; Cooperation.  Each of the parties hereto shall execute and deliver or cause to executed and delivered to the other party all such further certificates, instruments and documents and take such other action as may be reasonably required to effectively carry out fully the intentions of the parties and accomplish the transaction contemplated herein.

5.11   Restricted Stock Agreements.  Each of John G. Jacob, Gary W. Zimmerman and Carol B. LaScala shall enter into a Restricted Stock Agreement with the Company on the same terms and conditions as such officers had with Acorn restricting the transferability of the stock of the Company which they own.

5.12   GOVERNING LAW.  THIS AGREEMENT 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.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto has approved and executed this 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/ Matthew Barrett
	Name:	Matthew Barrett
	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

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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:			Senior 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

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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:	(614) 222-4400
Facsimie:	(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 to Section 2.4 Only:
PORTER, WRIGHT, MORRIS AND ARTHUR LLP
By:	/s/ Robert J. Tannous
	Name:	Robert J. Tannous
	Title:	Partner

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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	2,478,366	2,478,366
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	4,633,811	4,633,811

* Subject to Restrictions

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EXHIBIT B

CERTIFICATE OF OWNERSHIP AND MERGER

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EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

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EXHIBIT D

STOCKHOLDERS RIGHTS AGREEMENT

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EX-2

EXHIBIT 2

FORM OF

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Acorn Merger Corporation

INTO

Acorn Products, Inc.

* * * * * * *

Acorn Merger Corporation, a corporation organized and existing under the laws of Delaware (“Acorn Parent”),

DOES HEREBY CERTIFY:

FIRST:  That this corporation was incorporated on the 11^th day of February, 2003, pursuant to the General Corporation Law of the State of Delaware (“GCL”).

SECOND:  That this corporation owns at least ninety percentum of the outstanding shares of the stock of Acorn Products, Inc. (the “Company”) a corporation incorporated on the 15^th day of April, 1997, pursuant to the GCL.

THIRD:  That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 10th day of February, 2003, determined to and did merge itself into said Company:

RESOLVED, that Acorn Parent merge, and it hereby does merge itself into the Company (the “Merger”), which assumes all of the obligations of Acorn Parent;

and

FURTHER RESOLVED, that the Merger shall be effective (the “Effective Time”) upon the date of filing with the Secretary of State of Delaware;

and

FURTHER RESOLVED, that the terms and conditions of the Merger are as follows:

1.     At the Effective Time, each share of common stock of the Company,

except for shares held by Acorn Parent, the Company, and any stockholders of the Company, if any, who properly exercise their dissenters’ statutory appraisal rights under the GCL, will be cancelled and converted into the right to receive $3.50 in cash;

2.     Each share of Acorn Parent’s capital stock issued and outstanding immediately prior to the Effective Time will be converted into one validly issued, fully-paid and nonassessable share of the common stock of the Company as the surviving corporation of the Merger.

3.     At the Effective Time, the Company shall continue its existence under the laws of the GCL.  The Merger shall have the effects as specified in Section 259 of the GCL.

4.     At the Effective Time and without any further action on the part of the Company or Acorn Parent, the Amended and Restated Certificate of Incorporation of Company shall remain the Certificate of Incorporation of the Company until amended in accordance with applicable law.

5.     At the Effective Time and without any further action on the part of the Company or Acorn Parent, the bylaws of the Company as in effect at the Effective Time shall remain the bylaws of the Company until amended in accordance with applicable law.

6.     At the Effective Time, Messrs. Abbott, Kahl, and Mariotti intend to resign from their membership of the Company’s board of directors.

and

FURTHER RESOLVED, that the proposed Merger be submitted to the stockholders of Acorn Parent and that upon receiving the written consent of a majority of the stockholders of Acorn Parent, the proposed Merger shall be approved;

and

FURTHER RESOLVED, that the proper officers of the Company be and they hereby are directed to notify each stockholder of record of said Company, entitled to notice within 10 days after the effective date of filing of the Certificate of Ownership and Merger, that said Certificate of Ownership and Merger has become effective;

and

FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge itself into said Company, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do

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all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said Merger;

and

FOURTH:  That the Merger has been approved by written consent of a majority of the stockholders entitled to vote thereon of Acorn Parent.

FIFTH:  Anything herein or elsewhere to the contrary notwithstanding, this Merger may be amended or terminated and abandoned by the Board of Directors of Acorn Parent at any time prior to the Effective Time.

IN WITNESS WHEREOF, said Acorn Parent has caused this Certificate to be signed by Vincent J. Cebula, its Chairman and President, this           day of                  , 2003.

By
	Chairman and President
	Officer

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