FIRST AMENDMENT TO STOCK CONTRIBUTION AGREEMENT

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, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇		2,150		2,150
▇▇▇▇ ▇. ▇▇▇▇▇		21,500		21,500	*
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇		20,000		20,000	*
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇		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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:	Authorized Signatory
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:	Authorized Signatory
	Address for Notices: The TCW Group, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇

	OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
	By:	Oaktree Capital Management, LLC, Its
	General Partner
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Managing Director
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Principal
	Address for Notices: Oaktree Capital Management, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention:		General Counsel
	Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
	Facsimile:		(▇▇▇) ▇▇▇-▇▇▇▇
	CAPITALSOURCE HOLDINGS LLC
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title:		Associate General Counsel
	Address for Notices: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇  ▇▇▇▇▇ Attention: Corporate Finance Group, Portfolio Manager
	Telephone:		(▇▇▇) ▇▇▇-▇▇▇▇
	Facsimile:		(▇▇▇) ▇▇▇-▇▇▇▇

2

	Individual Stockholders:
	/s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
	A. ▇▇▇▇▇▇▇ ▇▇▇▇▇
	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
	▇▇▇▇ ▇. ▇▇▇▇▇
	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
	Address for Notices to Individual Stockholders: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
	Telephone: Facsimile:	(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇

3

	ACORN MERGER CORPORATION
	By:	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:	Chairman and President

4

	Acknowledged and Agreed to as Escrow Agent Only:
	PORTER, WRIGHT, ▇▇▇▇▇▇ AND ▇▇▇▇▇▇ LLP
	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Name:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
		Title:	Partner

5