CONFORMED COPY

                         MANAGEMENT CONSULTING AGREEMENT

             THIS AGREEMENT (the "Agreement") is made and entered into as of
   the 16th day of February, 1996, by and between Newco Inc., a Wisconsin
   corporation ("Newco"), and Swing-N-Slide Corp., a Delaware corporation
   ("SNSC") (collectively, the "Corporation"); and Glencoe Investment
   Corporation, a Delaware corporation, and Desai Capital Management
   Incorporated, a New York corporation, both principals of GreenGrass
   Capital (collectively, the "Consultant").

                              W I T N E S S E T H :

             WHEREAS, the Corporation is engaged in the business of
   manufacturing and selling outdoor playground equipment; and

             WHEREAS, the Consultant possesses expertise in financial and
   management matters; and

             WHEREAS, the Corporation desires to engage the Consultant to
   provide certain consulting services described herein, and the Consultant
   desires to provide such services, in accordance with the terms and subject
   to the conditions set forth in the Agreement.

             NOW, THEREFORE, in consideration of the mutual covenants and
   agreements contained herein, and other good and valuable consideration,
   the receipt and sufficiency of which are hereby acknowledged, the parties
   hereto agree as follows:

             1.   Engagement.  The Corporation does hereby appoint and engage
   the Consultant to provide the services described herein, and the
   Corporation hereby agrees to provide such services, upon the terms and
   subject to the conditions set forth in this Agreement.

             2.   Description of Services.  During the term of this
   Agreement, and any renewals or extensions hereof, the Consultant shall
   provide the following services for and on behalf of the Corporation:
   consult with respect to financial and management matters relating to the
   ongoing business of the Corporation as and when needed; board of directors
   and committee membership, attendance and participation (without standard
   board compensation); management of external banking and financial affairs
   of the Corporation in the ordinary course of business in conjunction with
   senior executives of the Corporation; and, provide such other services as
   may be reasonably requested by the Corporation relating to the ongoing
   finances and management of the Corporation.  The services covered under
   this Agreement shall not include major extraordinary project tasks such as
   substantial investment banking-type work that may be required in
   connection with capital raising, mergers or acquisitions.

             3.   Term.  Unless terminated as hereinafter provided, the term
   of this Agreement shall commence on the date hereof and shall continue in
   full force and effect for a period of one (1) year, and thereafter shall
   be automatically renewed for successive one (1) year terms unless either
   party shall notify the other at least sixty (60) days prior to the
   expiration of the term, or any renewal or extension thereof, of its
   intention not to renew this Agreement.

             4.   Consulting Fee.  In consideration for the services the
   Consultant shall provide the Corporation pursuant to this Agreement, the
   Corporation shall pay to the Consultant a quarterly consulting fee of
   Seventy-Five Thousand Dollars ($75,000.00), payable on or before the tenth
   (10th) day of the month immediately following the end of each calendar
   quarter.

             5.   Expenses.  The Corporation shall pay, or promptly reimburse
   upon request, the Consultant for all reasonable expenses paid or incurred
   by the Consultant in connection with the performance of services
   hereunder, upon presentation of expense statements, vouchers, or other
   evidence of expense.

             6.   Independent Contractor. The Consultant shall act as an
   independent contractor in the provision of services to the Corporation
   pursuant to this Agreement.  Neither the Consultant nor any of its
   employees or agents are to be considered as employees of the Corporation
   for any purpose, nor will they be entitled to any of the benefits the
   Corporation may provide for its employees.  Accordingly, the Consultant
   shall be solely responsible for payment of all taxes arising out of its
   activities, under this Agreement, including any and all applicable
   federal, state, and local taxes.

             7.   Relationship of the Parties.  It is expressly agreed by the
   parties hereto that no agency relationship is, or shall be deemed to have
   been, created by this Agreement, and except as expressly set forth in this
   Agreement, no party shall by reason of this Agreement have the power or
   authority to bind any other party contractually or otherwise.

             8.   Confidential Information.  During the term of this
   Agreement and at all times thereafter, the Consultant shall not take or
   use, directly or indirectly, or otherwise disclose to anyone, any
   Confidential Information (as hereinafter defined), except (i) as necessary
   to carry out its obligations under this Agreement, (ii) as authorized in
   writing by the Corporation, or (iii) as required by any court or
   governmental agency.  For purposes of this Section, "Confidential
   Information" shall mean any and all ideas, innovations, conceptions,
   inventions, developments, methods, techniques, specifications, equipment,
   computer software and programs, notes, worksheets, customer and supplier
   lists, data, financial information, and other information in any form that
   concerns or relates to any aspect of the actual or contemplated business
   of the Corporation.

             9.   Termination.  Notwithstanding any provision contained
   herein to the contrary, this Agreement may be terminated as follows:

                  (a)  Upon written agreement of the parties;

                  (b)  By the Corporation, by a majority vote of the
                  independent directors, after an annual review by the board
                  of directors of the services of the Consultant;

                  (c)  By the Corporation, upon the bankruptcy or dissolution
                  of the Consultant; or

                  (d)  By the nonbreaching party, in the event of a material
                  breach of this Agreement by the other party that shall
                  continue for a period of thirty (30) days after written
                  notice to such other party of such breach and election to
                  terminate.

             10.  Notices.  All notices, requests, demands, and other
   communications hereunder shall be deemed to have been duly given if
   delivered by hand or mailed, return receipt requested, with postage
   prepaid to the following addresses (or such other addresses with a copy to
   such other persons as the parties shall designate in writing from time to
   time):

                  (a)  If to the Corporation, then to the following:

                       Swing-N-Slide Corp.
                       1212 Barberry Drive
                       Janesville, WI  53545
                       Attention:  Richard Mueller

                       with a copy to:

                       Joseph P. Hildebrandt
                       Foley & Lardner
                       150 East Gilman Street
                       P.O. Box 1497
                       Madison, WI  53701-1497

                  (b)  If to the Consultant, then to the following:

                       Glencoe Investment Corporation
                       311 South Wacker Drive, Suite 4990
                       Chicago, IL  60606
                       Attention:  David S. Evans

                       and

                       Desai Capital Management Incorporated
                       540 Madison Avenue
                       New York, NY  10022
                       Attention: Timothy R. Kelleher

                       with a copy to:

                       Martin D. Mann
                       Foley & Lardner
                       777 East Wisconsin Avenue
                       Milwaukee, WI  53202

             11.  Miscellaneous

                  (a)  This Agreement shall represent the entire agreement of
   the parties with respect to the subject matter contained herein, and shall
   supersede any and all prior agreement, negotiations, understandings, or
   representations with respect thereto.  No amendment or modification of
   this Agreement shall be binding unless in writing, signed by each of the
   parties hereto.

                  (b)  No party shall assign this Agreement or any rights
   hereunder without the prior written consent of the other party hereto, and
   any such attempt at assignment shall be null and void.

                  (c)  No waiver of any provision of this Agreement shall be
   valid unless it is in writing and signed by the party against which it is
   sought to be enforced.  No waiver of any provision of this Agreement may
   at any time be deemed a waiver of any other provision of this Agreement at
   such time, or a waiver of such or any other provisions at any other time.

                  (d)  In the event any portion of this Agreement shall be
   adjudicated invalid for any reason, the remainder of this Agreement shall
   remain in full force and effect and shall be severed from the portion or
   portions deemed invalid.

                  (e)  This Agreement shall be binding upon, and shall insure
   to the benefit of, the parties hereto and their respective heirs, personal
   representatives, successors, and assigns.

                  (f)  This Agreement shall be construed and interpreted in
   accordance with the internal laws of the State of Wisconsin, without
   regard to conflicts of laws principles.

             IN WITNESS WHEREOF, the parties hereto have caused this
   Agreement to be duly executed as of the date first set forth above.

   CORPORATION:                       CONSULTANT:

   NEWCO, INC.                        GLENCOE INVESTMENT CORPORATION

   By:  /S/ Richard G. Mueller        By:       /S/ David S. Evans
        Richard G. Mueller, President Name:     David S. Evans
                                      Title:    President and CEO

   SWING-N-SLIDE CORP.                DESAI CAPITAL MANAGEMENT
                                      INCORPORATED

   By:  /S/ Richard G. Mueller        By:       /S/ Frank J. Pados, Jr.
        Richard G. Mueller, President Names:    Frank J. Pados, Jr.
                                      Title:    Executive Vice President