Exhibit 10.4

                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 5,
   1998 is made and entered into by and between SWING-N-SLIDE CORP., a
   Delaware corporation (the "Company"), located at 1212 Barberry Drive,
   Janesville, WI  54545 and FREDERIC L. CONTINO (the "Executive"), residing
   at 12109 Grandview Terrace, Apple Valley, MN  55124.

        The Company desires to employ the Executive under the terms and
   conditions set forth in this Agreement, and the Executive desires to
   accept such employment subject to the terms and conditions set forth in
   this Agreement.

        NOW, THEREFORE, in consideration of the mutual agreements and
   covenants set forth herein, the parties agree as follows:

        1.   Employment and Duties

        1.1  Subject to the terms and conditions of this Agreement, the
   Company hereby agrees to employ the Executive to serve as the President
   and Chief Executive Officer of the Company.  The Executive shall be
   elected to the Board of Directors effective as of the Commencement Date
   (as defined below).  The Company shall use its best efforts to retain the
   Executive on the Board of Directors during the Term (as defined below) and
   any extensions thereof.  During or prior to December, 1998, the Board of
   Directors shall review the Executive's performance and shall consider
   appointing him to the position of Chairman of the Board.

        1.2  The Executive shall report directly to the Board of Directors of
   the Company.  The Executive shall perform the duties, and assume the
   responsibilities and obligations, contemplated by the title referred to in
   Section 1.1, and shall perform such other duties and undertake such other
   responsibilities and obligations, consistent with his position, as the
   Board of Directors shall determine from time to time.

        1.3  The Executive shall (i) devote his full business time and
   attention and best efforts to the business and affairs of the Company and
   its affiliates, (ii) use his best efforts to promote the further the
   interests of the Company, and (iii) faithfully and diligently perform his
   responsibilities and duties hereunder.

        1.4  The Executive shall not, without the prior written consent of
   the Company, render services, whether or not compensated, to any other
   person or as an employee, independent contractor or otherwise; provided,
   however, that nothing herein shall prevent or restrict the Executive from
   (a) rendering services to charitable, civic or other not-for-profit
   organizations or managing his personal and family interests in such a
   manner as shall not materially interfere with Executive's performance of
   his duties under this Agreement; or (b) serving on the Board of Directors
   of a corporation not in competition with the Company, with the consent of
   the Company which shall not be unreasonably withheld; or (c) accepting
   speaking engagements which do not materially interfere with the normal
   performance of the Executive's duties.

        1.5  The Executive shall comply with all employment policies and
   practices of the Company as announced in writing from time to time,
   provided that none of such policies conflict with any provision of this
   Agreement, as the same may be modified from time to time.

        2.   Term of Agreement

        2.1  The term of employment shall be deemed to commence on January 5,
   1998 (the "Commencement Date").  The Executive shall not be deemed an
   employee of the Company for any purpose until the Commencement Date.

        2.2  Unless extended by mutual consent or as provided in Section 2.3
   below, this Agreement shall terminate on the third (3rd) anniversary of
   the Commencement Date (such three-year period being hereinafter referred
   to as the "Initial Term").

        2.3  Following the initial expiration date of the Initial Term, this
   Agreement shall be deemed extended from year to year ("Extension Year")
   unless, no later than six (6) months prior to the end of the Term (or any
   Extension Year) the Company shall have notified the Executive in writing
   that it doe snot elect to extend the Term past its then expiration date.
   The expression "Term" as used herein shall mean the Initial Term and all
   Extension Years during which this Agreement remains in effect.

        3.   Compensation

        3.1  Annual Base Salary.  During the Term, the Company shall pay to
   the Executive an Annual Base Salary of Three Hundred Thousand
   Dollars ($300,000), payable in equal installments in arrears in accordance
   with the Company's customary payroll practices.  The Company will review
   the Executive's performance within 45 days after the end of each fiscal
   year of the Term, and will increase the Executive's Annual Base Salary for
   the then-current year by up to ten percent (10%) of the previous year's
   Annual Base Salary, based upon (a) a three-level good-excellent-outstanding
   set of criteria, and (b) a good faith evaluation by the Board of Directors
   of the Executive's performance in such previous year.

        3.2  Incentive Bonus.  In addition to the Annual Base Salary, the
   Company will pay to the Executive, with respect to each fiscal year, a
   two-tiered Incentive Bonus computed in accordance with the following
   provisions of this Section 3.2.

             3.2.1     First Tier Bonus

             (a)  First Year

             (i)  If the EBITDA of the Company for the fiscal year ending
   December 31, 1998 at least equals or exceeds EBITDA for the fiscal year
   ending December 31, 1997, the First Tier Bonus shall be the sum of

                  (A)  First Portion:

                       (1)  a fraction, the numerator of which is the
   percentage by which the Company's EBITDA for such year exceeds the
   Company's EBITDA for 1997 (but not exceeding 30%) and the denominator of
   which is ten percent (10%), and

             (ii) forty percent (40%) of the Executive's Adjusted Annual Base
   Salary (as defined below); plus

                  (B)  Second Portion:  An additional bonus of up to 10% of
   Adjusted Annual Base Salary, based upon a sliding scale of achievement of
   personal goals as established by the Board of Directors in consultation
   with the Executive no later than March 1, 1998.

             (b)  Years After First Year.  The First Tier Bonus for all years
   after 1998 shall be the sum of

                  (A)  First Portion:  an amount (not exceeding 120% of
   Adjusted Annual Base Salary) which is the product of

                       (1)  a fraction, the numerator of which is the
   percentage by which the Company's EBITDA for such year exceeds the
   Company's EBITDA for the prior year and the denominator of which shall be
   the Target EBITDA Growth Rate for such year and

                       (ii) forty percent (40%) of the Executive's Adjusted
   Annual Base Salary (as defined below); plus

                  (B)  Second Portion:  An additional bonus of up to 10% of
   Adjusted Annual Base Salary, based upon a sliding scale of achievement of
   personal goals as established by the Board of Directors in consultation
   with the Executive no later than first day of each such year.

             (c)  "Adjusted Annual Base Salary" means the greater of
   (i) $325,000 and (ii) the Executive's actual Annual Base Salary.

             (d)  The "Target EBITDA Growth Rate" shall be established by the
   Board of Directors in consultation with the Executive no later than
   January 1 of each fiscal year after the first fiscal year.

             3.2.2     Second Tier Bonus

             (a)  On or before the commencement of each fiscal year during
   the Term, the Board of Directors, in consultation with the Executive,
   shall establish the Company's Operating Budget for each fiscal quarter of
   the then-current fiscal year.

             (b)  The Second Tier Bonus shall be twelve and one-half
   percent (12 and 1/2%) of the Adjusted Base Salary for each quarter at the
   end of which the Company's Cumulative EBITDA Budget from the beginning of
   such year through the end of such quarter has been attained.

             3.2.3     Certain Adjustments for EBITDA  (a)     The
   calculation of EBITDA for the purpose of calculating all bonus and
   termination payments for Executive shall exclude any charge incurred for

             (i)  as to the First Tier Bonus for the year 1998, the aggregate
        amount by which the actual payroll expense in 1998 attributable to
        the Executive (including Annual Base Salary as the same may be
        adjusted from time to time and all bonus compensation) chargeable to
        current expense exceeds the actual payroll expense (other than
        severance payments) attributable to the chief executive officer in
        1997,

             (ii) executive search fees and legal fees incurred by the
        Company in 1998 in respect of the future hire of the senior GameTime
        division officer,

             (iii)     The aggregate amount by which the actual payroll
        expense of the senior GameTime officer exceeds the budgeted payroll
        expense in 1998, and

             (iv) the expense of paying, plus any increase over 1997 in
        accruals or reserves with respect to, any legal settlements or legal
        judgments entered against the Company respecting any legal claims
        made or lawsuits in process as of the Effective Date hereof.

             3.2.4     Minimum First Year Bonus.  Notwithstanding the results
   of the calculations prescribed by the previous sections of this
   Section 3.2, the Executive shall be paid a minimum bonus of one hundred
   seventy-five thousand dollars ($175,000) in respect of the 1998 fiscal
   year.

        3.3  Calculation of Bonuses.  The Company, within 75 days after the
   close of each fiscal year with respect to the First Tier Bonus, and within
   sixty (60) days after the end of the first three calendar quarters and
   75 days after the end of the fourth calendar quarter with respect to the
   Second Tier Bonus, shall deliver to the Executive a statement ("Bonus
   Statement"), prepared by the Company's internal accounting staff and
   reviewed by the Company's regularly employed accountants, setting forth
   (a) in the case of the First Tier Bonus a comparison of the target EBITDA
   and the Company's actual EBITDA for such fiscal year, prepared on a
   consistent basis; (b) in the case of the Second Tier Bonus a comparison of
   the line items comprising the Quarterly Projected Cumulative Budget for
   each quarter of the fiscal year with the amounts actually attained by the
   Company for such line items (resulting in a comparison of projected and
   actual EBITDA for each such quarter); and (c) a calculation of the First
   Tier and Second Tier Bonuses earned by the Executive.

        3.4  Payment of Bonuses.  First Tier and Second Tier Bonuses will be
   paid within thirty (30) days after delivery to the Executive of the
   applicable Bonus Statement.

        3.5  Stock Options.

             3.5.1     Grant of Option.  The Executive is hereby granted,
   effective as of the Commencement Date, options (the "Options") to purchase
   three hundred seventy-five thousand (375,000) shares of the Company's
   common stock, $.01 par value ("Shares").  The Options shall be divided
   into three levels (the second and third levels being hereinafter sometimes
   referred to as "Cliff Vesting Options") as follows:

                      Level One                175,000 shares
                      Level Two                150,000 shares
                     Level Three               50,000 shares

             3.5.2     Exercise Price.  The exercise price as to all of the
   Shares covered by the Options shall be the closing price of the Company's
   common stock on the American Stock Exchange on the last trading date prior
   to the Commencement Date.

             3.5.3     Vesting Schedule.  The Options shall vest and become
   exercisable in accordance with the following schedule:

    Level One . . .  25,000 Shares on the Commencement Date;
                     50,000 Shares on each of the first and second
                     anniversaries of the Commencement Date; and
                     50,000 Shares on January 2, 2001

    Level Two . . .  On the first date that the average of the
                     closing trade prices of the Shares on the
                     American Stock Exchange (or NASDAQ or such
                     other primary market or exchange on which the
                     Company's common stock may be listed or
                     traded) for the fifteen (15) consecutive
                     trading days ending on such date shall have
                     been $6.50 or higher

    Level Three . .  On the first date that the average of the
                     closing trade prices of the Shares on the
                     American Stock Exchange (or NASDAQ or such
                     other primary market or exchange on which the
                     Company's common stock may be listed or
                     traded) for the fifteen (15) consecutive
                     trading days ending on such date shall have
                     been $11.00 or higher

             3.5.4     Expiration.  The Options, to the extent not exercised
   or not terminated pursuant to other provisions of this Agreement or of the
   Plan, shall expire on the tenth (10th) anniversary of the Commencement
   Date.

             3.5.5     Option Plan.

             (a)  Options (other than those described as "Non-Plan Options"
   under subsection 3.5.6) will be issued pursuant to Section 8 of the
   Company's 1996 Incentive Stock Plan (the "Option Plan").

             (b)  Options issued pursuant to the Option Plan shall be issued
   thereunder so as to constitute incentive stock options under Section 422
   of the Internal Revenue Code and Regulations thereunder to the maximum
   extent that such Options may be so qualified.

             (c)  Options issued pursuant to the Option Plan which can not be
   so qualified under said Section 422 shall be separately issued as
   non-qualified stock options.

             (d)  The provisions of Section 14 of the Option Plan (Change of
   Control) shall not be applicable to Options issued pursuant to the Option
   Plan under this Agreement.

             3.5.6     Options Not Issued Pursuant to Option Plan.  Options
   with respect to twenty-five thousand (25,000) shares in Level One which
   vest on the first anniversary of the Commencement Date (Non-Plan Options)
   shall be separately issued and shall not be deemed issued pursuant to the
   Option Plan or subject to its provisions.

             3.5.7     Effect of Certain Termination Events.  Upon the
   termination of Executive's employment:

             (a)  by the Company for Cause or voluntarily by the Executive,
   the Options, to the extent not yet vested pursuant to Section 3.5.3, shall
   terminate immediately and shall no longer be exercisable, and vested
   Options shall be exercisable only for a period of three (3) months
   following the Termination Date (as defined in Section 5.7);

             (b)  by the Company without Cause, either

             (i)  in the absence of a Change in Control (as defined in
        Section 5.7), or

             (ii) within thirty (30) days prior to a Change of Control or
        within 180 days after a Change of Control, then:

                  (A)  all of the Options which are not Cliff Vesting Options
             shall vest and, in addition,

                  (B)  if on any date within sixty (60) days after such
             termination the average closing price of the Shares on the
             American Stock Exchange (or NASDAQ or such other primary market
             or exchange on which the Company's common stock may be listed or
             traded) for the ten (10) consecutive trading days ending on such
             date shall have attained the price required for vesting Level
             Two Options (or Level Two and Three Options) then the Options at
             the level or levels as to which such price has been attained
             shall also vest, and

                  (C)  all of the Options which vest pursuant to this
             subsection (b) shall be exercisable for a period of three months
             following the Termination Date, or in the case of Options not
             qualified under Section 422 of the Internal Revenue Code,
             one (1) year following the termination date.

             (c)  by reason of the Executive's death or the occurrence of a
   Disability Date (as defined in Section 5.7),

             (i)  prior to the first anniversary of the Commencement Date,
        all of the unvested Options shall expire;

             (ii) on or after the first anniversary of the Commencement Date,

                  (A)  all of the unvested Options that are not Cliff Vesting
             options shall vest, shall be immediately exercisable and shall
             terminate to the extent not exercised on or prior to the first
             anniversary of the earlier of the date of death or the
             Disability Date; and, in addition

                  (B)  if on any date within sixty (60) days after such
             termination the average closing price of the Shares on the
             American Stock Exchange (or NASDAQ or such other primary market
             or exchange on which the Company's common stock may be listed or
             traded) for the ten (10) consecutive trading days ending on such
             date shall have attained the price required for vesting Level
             Two Options (or Level Two and Three Options) then the Options at
             the level or levels as to which such price has been attained
             shall also vest.

                  (C)  all of the Options which vest pursuant to this
             subsection (c) (Death or Disability) shall be exercisable for a
             period of one (1) year following the Termination Date.

             3.5.8     Non-Transferability.  The Options shall not be sold,
   transferred or assigned by the Executive, shall be immediately null and
   void if transferred by operation of law, and may be exercised during the
   lifetime of the Executive only by him.

             3.5.9     Conflict with Plan or Other Option Instruments.  In
   the event that, with respect to Options issued pursuant to the Option
   Plan, any provision of the Option Plan or of any option award,
   certificate, agreement or other instrument or document evidencing options
   granted hereunder is in conflict with the foregoing provisions of this
   Section 3.5, the provisions of this Section shall prevail.

             3.5.10 Other Plans.  The Executive shall be entitled to
   participate in additional Company stock option plans or other equity plans
   or programs, if any, in which executives of the Company are eligible to
   participate generally as may be determined by the Board of Directors.

        4.   Benefits; Expenses

        4.1  Benefit Plans.  The Executive shall be entitled to participate
   in all of the benefit plans and programs available to the Company's senior
   executives of the Company, as such plans or programs may be in effect from
   time to time.  The Company may, in its sole and absolute discretion,
   determine to amend, revise, replace or terminate any such plans or
   programs at any time.  In addition, the Company shall reimburse the
   Executive for his cost of maintaining his current health insurance
   programs under COBRA with his current employer during the waiting period
   for enrollment under the Company's health plans.

        4.2  Vacation.  During the Tern, the Executive shall be entitled to
   four (4) weeks of paid vacation per year and all other paid holidays given
   to employees of the Company.  Such vacation shall be cumulative and may be
   carried over to ensuing years, but shall be taken with commercially
   reasonable notice to the Company and shall be scheduled to minimize
   conflict with the Company's reasonable business needs.

        4.3  Business Expenses.  The Company, upon presentation by the
   Executive of appropriate documentation, shall reimburse the Executive for
   all reasonable and necessary business expenses incurred by Executive in
   connection with the performance of his duties under this Agreement,
   including reasonable accommodation expenses during travel required in
   connection with the performance of Executive's duties, and subject to
   Company's written policies with respect thereto as in effect from time to
   time.  The Company shall provide Executive with a corporate credit card,
   which Executive shall use solely for purposes of performing his duties
   under this Agreement and not for personal use.

        4.4  Use of Automobile.  The Company shall lease and make available
   to the Executive, during the Term, an automobile of a model of his
   selection reasonably acceptable to the Company.  The Company shall pay for
   all expenses associates with the use and enjoyment of the automobile.

        4.5  Relocation Expenses.  The Executive agrees to relocate from his
   home in Apple Valley, Minnesota in accordance with the policies of the
   Compensation Committee applicable to the Chief Executive Officer.

        4.6  Temporary Living Expenses.  The Company shall reimburse
   Executive for temporary residence expenses in accordance with the policies
   of the Compensation Committee applicable to the Chief Executive Officer.

        4.7  Bridge Loan.  In order to facilitate the Executive's purchase of
   a new residence in the vicinity of the corporate headquarters, the Company
   will facilitate a bridge loan in the amount of the net proceeds payable to
   Executive under an executed contract for the sale of his Apple Valley,
   Minnesota home (but limited to the equity required to be invested by the
   Executive in a new residence) to be repaid out of the proceeds of the sale
   of such home.  The Company will reimburse the Executive for any interest
   costs associated with such loan.

        4.8  Life Insurance.  The Company will reimburse Executive for the
   standard rate premium for a term life insurance policy having a face
   amount of three times Executive's Annual Base Salary, with such additional
   travel and accident benefits as may be standard with the Company's life
   insurance policies provided to senior executives.

        4.9  Country Club Membership.  Promptly following the Commencement
   Date the Company will reimburse the Executive for a husband and wife
   membership in a reasonably appropriate country club.

        4.10 Professional Services.  The Company will reimburse the Executive
   (a) for his reasonable legal services in connection with the negotiation
   of this Agreement, and (b) up to $3,000 annually for professional
   assistance in the preparation of his income tax returns.

        4.11 Supplemental Benefit Plan Study.  The Company will retain a
   consulting firm recommended by the Executive and approved by the Board of
   Directors, for the purpose of studying and recommending to the Board one
   or more executive supplemental pension, profit sharing or retirement
   plans.  The implementation of any such plan shall require approval of the
   Board of Directors.

        4.12 Qualified Retirement Plans.  The Company shall make
   contributions to an account for Executive in such "employee pension
   benefits plans" (within the meaning of Section 3(2) of ERISA) as the
   Company shall maintain from time to time, all in accordance with Company
   policies applicable generally to its employees and subject to such
   restrictions and limitations as may be necessary and appropriate for such
   plans to remain in compliance with all applicable laws and regulations.

        4.13 Tax Gross-Up Payments.  If any reimbursement or payment made to
   or for the benefit of the Executive pursuant to this Section 4 ("Section 4
   Payment"), would be subject to any federal, state or local income tax (the
   "Income Tax"), the Company shall pay to the Executive an additional
   payment (the "Gross-Up Amount") such that, upon receipt thereof, the sum
   of (a) all Section 4 Payments less (b) any Income Tax on the Section 4
   Payments and any Income Tax upon the Gross-up Amount, shall be equal to
   the aggregate of the Section 4 Payments.  The Gross-up Amount shall (a) be
   calculated based upon the highest combined federal, state and local
   marginal income tax rate applicable to the Executive and (b) shall be paid
   on or before April 1 of each year or partial year of Executive's
   employment in respect of which Section 4 Payments are made.

        5.   Termination Payments

        5.1  General.  This Agreement may be terminated by the Company, at
   any time, with or without Cause (as defined below).

        5.2  Termination Without Cause.  If this Agreement is terminated by
   the Company without Cause (which shall include the circumstances described
   in Sections 5.7.5) the Executive shall be entitled to receive the payments
   specified in the following subsections of this Section 5.2.

             5.2.1     his Annual Base Salary through the Termination Date
   (as defined in Section 5.7), pro rated to the Termination Date,

             5.2.2     any cash bonus previously awarded but not yet paid,

             5.2.3     reimbursement for expenses incurred in accordance with
   Section 4 (but not yet reimbursed) and the Gross-up Payment due in respect
   thereof,

             5.2.4     any benefits available to the Executive under the
   terms of the benefit plans and programs in which the Executive is a
   participant on the Termination Date,

             5.2.5     salary continuance commencing on the first day of the
   month following the month in which the Termination Date occurs, at the
   rate of the Annual Base Salary in effect on the Termination Date, for the
   following periods:

             (a)  if the Termination Date occurs at any time prior to
        expiration of eighteen (18) months after the Commencement Date,
        twenty-four (24) months, and

             (b)  if such Termination Date occurs after the first
        eighteen (18) months following the Commencement Date,

                  (i)  if the Company's Cumulative EBITDA exceeds 115% of the
             Cumulative Budgeted EBITDA, twenty-four (24) months;

                  (ii) if the Company's Cumulative EBITDA is at least 95% and
             up to and including 115% of Budgeted Projected EBITDA,
             eighteen (18) months;

                  (iii)     if the Company's Cumulative EBITDA is less than
             95% of Cumulative Budgeted EBITDA, twelve (12) months.

             5.2.6     bonus replacement payments as follows:

             (a)  if the Termination Date occurs during the first
        eighteen (18) months of the Term, twice the sum of any cash bonuses
        applicable to the 1998 calendar year, computed in the case of each
        such bonus as the greater of any applicable minimum bonus for
        calendar year 1998 or such bonus pro-rated to the Termination Date
        based on the computation formulas herein.

             (b)  if such Termination Date occurs after the first
        eighteen (18) months of the Term;

                  (i)  if the Company's Cumulative EBITDA equals or exceeds
             115% of Cumulative Budgeted EBITDA (both such terms as defined
             in subsection (v) below), an amount equal to two hundred
             percent (200%) of the sum of the First and Second Tier bonuses
             actually paid to the Executive in respect of the year prior to
             the year in which the Termination Date occurs;

                  (ii) if the Company's Cumulative EBITDA is at least 95% and
             up to and including 115% of Cumulative Budgeted EBITDA, an
             amount equal to one hundred fifty percent (150%) of the sum of
             the First and Second Tier bonuses actually paid to the Executive
             in respect of the year prior to the year in which the
             Termination Date occurs;

                  (iii)     if the Company's Cumulative EBITDA is less than
             95% of Cumulative Budgeted EBITDA, an amount equal to one
             hundred percent (100%) of the sum of the First and Second Tier
             bonuses actually paid to the Executive in respect of the year
             prior to the year in which the Termination Date occurs; and

                  (iv) the bonus replacement amount shall be payable in equal
             monthly installments over the same period for which salary
             continuation payments are made pursuant to subsection 5.2.6 are
             made.

                  (v)  For purposes hereof "Cumulative EBITDA" and
             "Cumulative Budgeted EBITDA"  means each such EBITDA (adjusted
             as required under section 3.2.3) computed from the beginning of
             the year prior to the year in which the Termination Date occurs
             through the end of the fiscal quarter prior to the quarter in
             which the Termination Date occurs, without regard to any
             retroactive downwards adjustment made to Budgeted EBITDA for any
             period.

        5.3  Termination with Cause.  If this Agreement is terminated by the
   Company with Cause (as defined below), then the Executive shall be
   entitled to receive:

             5.3.1     his Annual Base Salary to the Termination Date,
   pro rated to the Termination date,

             5.3.2     reimbursement for expenses incurred in accordance with
   Section 4 (but not yet reimbursed) and the Gross-up Payment due in respect
   thereof,

             5.3.3     any benefits available to the Executive under the
   terms of the benefit plans and programs in which Executive is a
   participant on the Termination Date.

        5.4  Voluntary Termination.  The Executive agrees to provide services
   to the Company as provided herein for the duration of the term (as the
   same may be extended in accordance herewith).  However, if this Agreement
   is terminated by the Executive voluntarily, then the Executive shall be
   entitled to receive:

             5.4.1     his Annual Base Salary to the Termination Date, pro
   rated to the Termination Date,

             5.4.2     reimbursement for expenses incurred in accordance with
   Section 4 (but not yet reimbursed) and the Gross-up Payment due in respect
   thereof,

             5.4.3     any benefits available to the Executive under the
   terms of the benefit plans and programs in which Executive is a
   participant on the Termination Date and

             5.4.4     any cash bonuses awarded in respect of a year prior to
   the year in which the Termination Date occurs but not yet paid.

        5.5  Death or Disability of Executive.  A Termination Date shall
   occur without any further action, upon the death of the Executive or upon
   the Executive's Disability Date.  In the event of the death or the
   occurrence of a Disability Date, the Company shall pay to Executive,or the
   Executive's estate or personal representative.

             5.5.1     his Annual Base Salary through the end of the month in
   which the Termination Date occurs by reason of death or disability,

             5.5.2     salary continuation payments based on his Annual Base
   Salary then in effect, for a period of 12 months commencing in the first
   day of the month following the month in which the Termination Date occurs,

             5.5.3     any cash bonuses to the extent the same would have
   been earned in the calendar year in which the Termination Date occurs,
   based on the computation formulas herein had Executive continued to be
   employed for the balance of such year and pro rated from the beginning of
   the year to the Termination Date,

             5.5.4     reimbursement for expenses required to be reimbursed
   in accordance with Section 4 (but not yet reimbursed) and the Gross-up
   Payment due in respect thereof, and

             5.5.5     subject to applicable law, any benefits available to
   the immediate family of a deceased Executive under the terms of the
   benefit plans and programs in which Executive is a participant on the date
   of death.

        5.6  Change of Control.

             5.6.1     The Executive shall be entitled to resign following a
   Change in Control of the Company (as defined below).

             5.6.2     If such resignation results in a Termination Date
   which occurs:

             (a)  within 180 days or after 210 days after the Change of
        Control, the Executive shall be deemed to have resigned voluntarily
        and shall be entitled to receive the amounts specified under
        section 5.4 (Voluntary Termination); and

             (b)  at any time (i) within 180 days after the Change of Control
        if the successor to the Company does not at the closing agree to
        assume all obligations and to provide all benefits under this
        Agreement, or (ii) if the successor does so assume this Agreement,
        after 180 days but not more than 210 days after the Change of
        Control, the Executive shall be entitled to receive:

                  (i)  salary continuance at the rate of the Annual Base
             Salary in effect on the Termination Date, payable over a period
             of twenty-four (24) months commencing on the first day of the
             month following the month in which the Executive's the
             Termination Date occurs,

                  (ii) an amount, which

                       (A)  if such Termination Date occurs on or before
                  December 31, 1998 shall be equal to twice the sum of any
                  cash bonuses applicable to the 1998 calendar year, computed
                  in the case of each such bonus as the greater of any
                  applicable minimum bonus for calendar year 1998 or such
                  bonus pro-rated to the Termination Date based on the
                  computation formulas herein, or

                       (B)  if such Termination Date occurs after
                  December 31, 1998, shall be equal to twice the aggregate of
                  the First Tier and Second Tier bonuses paid to the
                  Executive in respect of the fiscal year ended immediately
                  prior to the year in which such resignation is effective,
                  in either event payable in equal monthly installments over
                  a period of twenty-four (24) months commencing on the first
                  day of the month following the month in which the
                  Termination Date occurs,

                  (iii)     any cash bonus previously awarded but not yet
             paid,

                  (iv) reimbursement for expenses incurred in accordance with
             Section 4 (but not yet reimbursed) and the Gross-up Payment due
             in respect thereof, and

                  (v)  any benefits available to the Executive under the
             terms of the benefit plans and programs in which the Executive
             is a participant on the Termination Date,

             5.6.3     If the Company terminates Executive's employment
   without Cause within 30 days prior to a Change of Control, or if the
   Company or its successor (as the case may be) terminates Executive's
   employment without Cause within 180 days after the Change of Control,
   Executive shall be entitled to receive the payments set forth in
   Section 5.6.2(b) herein).

        5.7  Definitions

             5.7.1     "Cause" shall mean:

             (i)  indictment or conviction of the Executive for any felony or
        other crime involving moral turpitude, fraud or misrepresentation,

             (ii) the Executive engaging (alone or with others) in any other
        illegal conduct that is materially detrimental to the business or
        reputation of the Company,

             (iii)     the repeated refusal, failure or neglect by the
        Executive to perform any material duties under the terms of this
        Agreement for reasons other than onset of a disability; provided that
        such refusal, failure or neglect shall constitute "Cause" only if the
        Board of Directors gives Executive written notice specifically
        describing such refusal or neglect, and Executive either fails
        promptly to cure the same if the same is reasonably curable, or
        Executive thereafter repeats such refusal, failure or neglect,

             (iv) the termination by the Company of this Agreement for Cause
        shall be without prejudice to any claim which the Company may have,
        at law or in equity, arising out of or in connection with the events
        giving rise to such termination.

             5.7.2     A "Change of Control" shall be deemed to have occurred
   if any of the following shall occur:

             (i)  any person or group (as such terms are used in Securities
        Exchange Commission Rule 13d-5(b) and Section 13(d) of the Securities
        Exchange Act of 1934 (the "Exchange Act"), as amended (other than a
        trustee or other fiduciary holding securities under an employee
        benefit plan of the Company or a corporation owned, directly or
        indirectly, by the stockholders of the Company) becomes the
        "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
        directly or indirectly of securities of the Company representing 50%
        or more of the combined voting power of the Company's then
        outstanding securities (excluding from such 50% calculation
        Greengrass Holdings, a Delaware general partnership, GreenGrass
        Capital LLC, a Delaware limited liability company ("Capital"), or any
        member of Capital or their respective affiliates (the "Permitted
        Holders") and any such securities that were sold to such person or
        group by the Executive or any other officer of the Company where
        (a) the securities were acquired by the Executive or officer upon
        exercise of the Option, and (b) the sale by the Executive or any
        other such officer was not on a blind basis to unknown or
        undesignated purchasers); or

             (ii) during any period of twenty-four consecutive months,
        beginning on the Commencement Date, individuals who at the beginning
        of such period constitute the Board of Directors of the Company
        and/or any new director whose election was approved by a vote of at
        least two-thirds (2/3) of the directors then still in office who
        either were directors on the Commencement Date or whose election or
        nomination for election was previously so approved, cease for any
        reason to constitute at least a two-thirds (2/3) majority thereof; or

             (iii)     there is a change in the composition of the majority
        of the Board of Directors, or Executive is removed from the Board of
        Directors, within twelve (12) months following shareholder
        transactions subject to reporting pursuant to Regulation 13D under
        the Exchange Act, if any Schedule 13D filed in connection therewith
        indicates that the purpose of such transaction includes any plans or
        proposals of the type required to be disclosed by paragraphs (a),
        (b), (c) or (h) of Item 4 of Schedule 13D.

             (iv) the shareholders of the Company approve a merger or
        consolidation of the Company with any other entity other than a
        Permitted Holder, or a disposition of a material portion of the
        assets of the Company, other than a merger or consolidation, other
        than to a Permitted Holder, which would result in the stockholders
        holding the voting securities of the Company outstanding immediately
        prior thereto continuing to represent at least 51% of the combined
        voting power of the voting securities of the Company or the entity
        surviving such transaction outstanding immediately after such merger
        or consolidation.

   The date on which a Change of Control shall be deemed to have occurred is
   the date on which the last act or event occurs which is necessary to give
   effect to any of the events described in subsection (1) through (iv)
   above.

             5.7.3     A "Disability Date" shall be deemed to have occurred
   on the 60th day following the first day on which the Executive is unable
   substantially to perform his duties because of a disability which is
   expected to be permanent or to last for an indefinite duration, as
   determined by a physician mutually acceptable to Executive and the
   Company; and

             5.7.4     "Termination Date" means (a) the Executive's last day
   of employment on or following the date upon which written notice of
   termination is delivered to him by the Company, as the same shall be
   stated in such notice; (b) the Executive's last day of employment on or
   following the date upon which the Executive delivers written notice of
   resignation to the Company (including a resignation deemed a termination
   without Cause under Section 5.7.5); (c) the Disability Date; or (d) the
   date of the Executive's death.

             5.7.5     Certain Circumstances Treated as Termination Without
   Cause.  The following events or circumstances shall constitute a
   termination of the Executive without Cause for all purposes of this
   Agreement:

             (a)  the resignation by the Executive delivered within 60 days
        after (a) his removal from the Board of Directors, or (b) the failure
        of the Company's stockholders to reelect the Executive to the Board
        of Directors; and/or

             (b)  the expiration of this Agreement without further extension
        either at the end of its Initial Term, or at the end of any Extension
        Year ending on or before December 31, 2003.

        6.   Confidential Information

        6.1  The term "Confidential Information" shall mean and include

             6.1.1     any and all confidential, proprietary, secret or
   non-public information related in any way to the business or operations,
   present or future, of the Company or any customer of the Company (as such
   term is hereinafter defined) of the Company, which is now, or in the
   future shall become, known to Executive as a result of his relationship
   with the Company; and

             6.1.2     without limitation of the foregoing, any intellectual
   property rights acquired or developed by the Company, whether or not
   patentable or copyrightable, including all business plans, know-how,
   technical information, inventions, designs, equipment, configurations,
   ideas, concepts, processes, procedures, operations, research and
   development plans, computer software, specifications, documentation, trade
   secrets, technology (including the expression of any of the foregoing in
   notes, formulas, test procedures and results, reports, memoranda or other
   written materials, software or other materials of whatsoever nature)
   pricing information, business, operational and marketing plans.
   Notwithstanding the above, Confidential Information shall not include such
   information as Executive can establish by written documentation:

             (a)  to have become known to the general public without fault on
        the part of the Executive;

             (b)  to have been received by the Executive at any time from a
        source other than the Company, its agents, representatives or
        employees, lawfully having possession of such information without an
        obligation of confidentiality; or

             (c)  to have been in the public domain or been part of a printed
        publication available to the public.

        6.2  The Executive acknowledges that the Confidential Information was
   and in the future may have been acquired and/or developed by the Company
   at great expense, may be a special, valuable and unique asset of the
   Company, and represents the sole exclusive property of the Company.  The
   Executive in the course of his employment with the Company will obtain,
   Confidential Information and personal knowledge of and influence over
   clients of the Company.  The Executive acknowledges that any wrongful use
   or disclosure of any Confidential Information would greatly damage the
   Company, causing it irreparable harm and injury.  The Executive covenants
   and agrees that, at all times during the Term and for a period of two
   years thereafter, he shall not, directly or indirectly, publish, divulge
   or disclose, in whole or in part, or suffer the use by any third party,
   for his own benefit or the benefit of any other person, any Confidential
   Information, other than:

             (i)  in the due course of performing his duties on behalf of the
        Company, but then only to officers or others acting on behalf of the
        Company or any client, where the duties of such person require such
        disclosure; or

             (ii) as may be required by law.

        6.3  The Executive acknowledges and agrees that all copies (in any
   form whatsoever) of all memoranda, documents, data, records, notes and
   other written information in his possession or under his control, which
   contain or pertain to any Confidential Information, shall at all times be
   the sole and exclusive property of the Company.  In the event Executive's
   employment terminates for any reason, Executive shall promptly deliver to
   the Company all copies of all such materials.

        7.   Non-Competition

        7.1  During the Term and for an additional period ending
   eighteen (18) months after the termination of his employment the Executive
   will not control, manage, operate, be employed or engaged by, or otherwise
   participate or engage in business as, or own any interest in, directly or
   indirectly, any individual proprietorship, partnership, corporation, joint
   venture, trust or any other form of business entity (whether as an
   individual proprietor, partner, shareholder, joint venturer, trustee or in
   any other manner whatsoever) if such entity is engaged anywhere in the
   world in the manufacture and/or sale or furnishing of products and/or
   services of the type and character manufactured, sold or furnished by the
   Company, provided, however, that nothing contained in this clause shall be
   deemed to prohibit the Executive from owning less than 2% of the shares of
   a publicly held corporation engaged in any such business.

        7.2  During the Term, and for one (1) year after his termination of
   employment hereunder, the Executive will not, directly or indirectly
   employ or attempt to employ or assist anyone else to employ any person who
   is then or at any time during the preceding year was in the Company's
   employ.

        8.   Specific Performance; Injunctive Relief, Reformation of
   Restrictions

        8.1  The Executive acknowledges that the services to be rendered by
   Executive are of a special, unique, extraordinary and intellectual
   character, (ii) that Executive will develop a personal acquaintanceship
   and relationship with many of the Company's customers, as well as an
   intimate knowledge of those customer's requirements, (iii) that the
   Company's relationships with established customers are likely to be placed
   in Executive's hands and (iv) that Executive's position with the Company
   places him in a position of utmost confidence and trust with respect to
   the clients and executives of the Company.  Executive also acknowledges
   that the Company's marketing efforts are targeted not only to existing and
   potential customers in the United States but throughout the entire world
   and accordingly, it is reasonable that the restrictive covenants set forth
   above are not limited by specific geographic area but by the location of
   the Company's clients.

        8.2  The parties recognize, acknowledge and agree that, if the
   Executive commits a breach or the Company has reasonable evidence that the
   Executive is about to commit a breach, of any of the provisions of
   Sections 6 or 7 above, the Company will suffer irreparable harm and
   injury, and money damages will not provide an adequate remedy to the
   Company.  Accordingly, the Executive agrees that, in any such event, the
   Company shall be entitled to have the provisions of this Agreement
   specifically enforced by any court having jurisdiction, without being
   required to post a bond or other security and without having to provide
   the inadequacy of the available remedies at law.  In addition,the Company
   shall be entitled to avail itself of all such other actions and remedies
   available to it under law or in equity and shall be entitled to such
   damages as it sustains by reason of such breach.  The Company agrees to
   notify the Executive within seven (7) days after the discovery of any
   breach or anticipated breach of any of the provisions of Sections 6 or 7
   above.

        8.3  The parties acknowledge that the type and periods of restriction
   imposed on the Executive pursuant to the provisions of Sections 6 and 7
   above are fair and reasonable, and are reasonably required for the
   protection of the Company and the goodwill associated with the business of
   the Company.  It is the express desire and intent of the parties that the
   provisions of Sections 6 and 7 be enforced to the fullest extent
   permissible.  If any of the covenants in Sections 6 or 7 above, or any
   part thereof, is hereafter constructed to be invalid or unenforceable, the
   same shall not affect the remainder of the covenant or covenants, which
   shall be given full effect, without regard to the invalid portions.  If
   any of the covenants contained in Sections 6 or 7, or any part thereof, is
   held to be unenforceable because of the duration of such provision or the
   area covered thereby, the parties hereby expressly agree that the court
   making such determination shall have the power to reduce the duration of
   such provision and/or areas to which any such provision shall apply, and,
   in its reduced or limited form, said provision shall then be enforceable.
   The parties hereto intend to and hereby confer jurisdiction to enforce the
   covenants contained in Sections 6 and 7 above upon the courts of any state
   within the geographical scope of such covenants.

        8.4  If the courts of any one or more of such states shall hold any
   of the previous covenants unenforceable by reason of the breadth of such
   scope or otherwise, it is the intention of the parties hereto that such
   determination not bar or in any way affect the Company's rights to the
   relief provided above in the courts of any other states within the
   geographical scope of such covenants, as to breaches of such covenants in
   such other respective jurisdictions, the above covenants as they relate to
   each state being, for this purpose, severable into diverse and independent
   covenants.

        8.5  The prevailing party in any action arising out of a dispute in
   respect of any provision of this Section shall be entitled to recover
   reasonable attorneys' fees and costs and disbursements incurred in
   connection with the prosecution or defense, as the case may be, of any
   such action.

        9.   Intellectual Property

        9.1  During the Term, the Executive shall disclose to the Company all
   business ideas, inventions and business plans developed by him during such
   Term which relate directly or indirectly to the Company's business or any
   of its affiliates, including without limitation any process, operation,
   product or improvement which may be patentable or copyrightable.  The
   Executive agrees that all of the foregoing will be the sole and exclusive
   property of the Company and that he will at the Company's request and cost
   do whatever is necessary to secure the rights thereto, by patent,
   copyright or otherwise, to the Company.

        10.  Life Insurance

             The Executive agrees that the Company shall have the right to
   obtain life insurance on the Executive's life, at the Company's sole
   expense and with the Company as the sole beneficiary thereof.  The
   Executive shall (a) cooperate fully with the Company in obtaining such
   life insurance, (b) sign any necessary consents, applications and other
   related forms or documents, and (c) take any reasonably required medical
   examinations.  The Executive does not represent that he is insurable.

        11.  Representations

        11.1 By Executive.  The Executive hereby represents to the Company
   that the execution and delivery of this Agreement by him, and the
   performance of his obligations hereunder are not in violation of, and do
   not conflict with or constitute a default under any agreement by which he
   is bound or any order, decree or judgment to which he is subject; that
   this Agreement constitutes the valid and binding obligation of Executive
   and that he is not a party to or bound by any agreement, understanding or
   arrangement which would prevent him from carrying out the terms of this
   Agreement or subject the Company to liability for employing the Executive
   pursuant to the terms hereof.

        11.2 By Company.

             11.2.1    Corporate Authority, etc.  The Company represents and
   warrants that it has all requisite corporate power and authority to enter
   into and perform its obligations pursuant to the terms of this Agreement.
   The execution and delivery of this Agreement by the Company and the
   performance by the Company of the transactions contemplated herein have
   been duly and validly authorized by the Board of Directors of the Company
   and the Stockholders and this Agreement has been duly and validly
   authorized by all necessary corporate action.  This Agreement is a legal,
   valid and binding obligation of the Company.

             11.2.2    Litigation.  The Company is not a party to any
   material legal proceedings other than the claim described in Appendix A
   hereto and claims as to which the Company is insured.

        12.  Indemnification and Insurance

        12.1 Indemnity.  The Company hereby agrees to hold harmless and
   indemnify the Executive to the full extent authorized or permitted by the
   provisions of Delaware law authorizing or permitting such indemnification
   currently prevailing or that are adopted after the date hereof.

        12.2 Maintenance of Insurance

             12.2.1    The Company represents that it presently has in full
   force and effect a Directors and Officers Insurance Policy (the "Policy")
   providing coverage in the amount of $7,500,000.  A copy thereof has been
   provided to the Executive.

             12.2.2    Subject only to the provisions of the following
   subsection 12.2.3, the Company hereby agrees that, so long as the
   Executive shall continue to serve as a director or officer of the Company
   (or shall continue at the request of the Company to serve as a director,
   officer, employee or agent of another corporation, partnership, joint
   venture, trust or other enterprise), and thereafter so long as the
   Executive shall be subject to any possible claim or threatened, pending or
   completed action, suit or proceeding, whether civil, criminal,
   administrative or investigative, by reason of fact that the Executive was
   a director or officer of the Company (or served in any of said other
   capacities), the Company will make all commercially reasonable efforts to
   purchase and maintain in effect for the benefit of the Executive one or
   more valid, binding and enforceable policies of Directors and Officers
   Insurance providing, in all material respects, coverage at least
   comparable to that presently provided pursuant to the Policy.

             12.2.3    The Company shall not be required to maintain said
   Policy in effect if said insurance is not reasonably available or if, in
   the commercially reasonable business judgment of the then directors of the
   Company, either (i) the premium cost for such insurance is substantially
   disproportionate to the amount of coverage or (ii) the coverage provided
   by such insurance is so limited by exclusions that there is insufficient
   benefit from such insurance.

             12.2.4    In the event the Company does not purchase and
   maintain in effect said policy or policies pursuant to the provisions of
   Section 12.2.3 above, the Company agrees to hold harmless and indemnity
   the Executive to the full extent of the coverage which would otherwise
   have been provided for the benefit of the Executive if the policy or
   policies were then in effect.

        12.3 Additional Indemnity.  Subject only to the exclusions set forth
   in Section 12.4 hereof, the Company hereby further agrees to hold harmless
   and indemnity the Executive against any and all expenses (including
   attorneys' fees), judgments, fines and amounts paid in settlement actually
   and reasonably incurred by the Executive in connection with any
   threatened, pending or completed action, suit or proceeding, whether
   civil, criminal, administrative or investigative (including an action by
   or in the right of Corporation), to which the Executive is, was or at any
   time becomes a party, or is threatened to be made a party, by reason of
   the fact that the Executive is, was or at any time becomes a director,
   officer, employee or agent of Corporation, or is or was serving or at any
   time serves at the request of the Company as a director, officer, employee
   or agent of another corporation, partnership, joint venture, trust or
   other enterprise.

        12.4 Limitation on Additional Indemnity.  No indemnity pursuant to
   Section 12.3 below shall be paid by the Company:

             12.4.1    except to the extent the aggregate of losses to be
   indemnified thereunder exceeds the amount of such losses for which the
   Executive is indemnified either pursuant to Sections 12.1 or 12.2 hereof
   or pursuant to any policy or policies purchased and maintained by the
   Company;

             12.4.2    in respect of remuneration paid to the Executive if
   and to the extent it shall be determined by a final judgment or other
   final adjudication that such remuneration was in violation of law;

             12.4.3    on account of any suit in which final judgment is
   rendered against the Executive for an accounting or profits made from the
   purchase or sale by the Executive of securities of the Company pursuant to
   the provisions of Section 16(b) of the Exchange Act or similar provisions
   of any federal, state or local statutory law or regulation;

             12.4.4    on account of the Executive's conduct that is finally
   adjudged to have been knowingly fraudulent, deliberately dishonest or
   willful misconduct; or

             12.4.5    if a decision by a court having jurisdiction in the
   matter shall finally determine that such indemnification is not unlawful.

        12.5 Continuation of Indemnity.  All agreements and obligations of
   the Company contained herein shall continue during the period the
   Executive is a director, officer, employee or agent of the Company (or is
   serving at the request of the Company as a director, officer, employee or
   agent of another corporation, partnership, joint venture, trust or other
   enterprise) and shall continue thereafter so long as Executive shall be
   subject to any possible claim or threatened, pending or completed action,
   suit or proceeding, whether civil, criminal, administrative or
   investigative, by reason of the fact that the Executive was a director or
   officer of the Company or serving in any other capacity referred to
   herein.

        13.  Miscellaneous

        13.1 Entire Agreement.  This Agreement (which includes the Exhibits
   annexed hereto) sets forth the entire understanding between the parties
   hereto as to the subject matter of this Agreement and merge and supersede
   all prior agreements, commitments, representations, writings and
   discussions between the parties with respect to such subject matter.  This
   Agreement may be terminated, altered, modified or changed only by a
   written instrument signed by both parties hereto.

        13.2 Subsequent Performance.  The provisions of this Agreement which
   by their terms call for performance subsequent to termination of this
   Agreement or termination of the Executive's employment hereunder
   (including without limitation the provisions of Sections 5, 6, 7 and 8
   hereof), shall survive such termination.

        13.3 Notices.  Any notice or other communication required or
   permitted hereunder shall be in writing and shall be delivered personally,
   sent by facsimile transmission or sent by certified, registered or express
   mail (including any private carrier guaranteeing overnight delivery),
   postage or delivery charges prepaid,or sent by private overnight carrier.
   Any such notice shall be deemed delivered (a) when so delivered personally
   or sent by confirmed facsimile transmission (provided that a manually
   signed copy thereof is delivered by any of the other means provided herein
   initiated no later than the next following business day), (b) on the date
   of delivery if sent by express or private carrier, or (c) if delivered by
   certified or registered mail, five (5) business days after the date of
   deposit in the United States mail, in all cases addressed to the recipient
   at the address of such recipient set forth at the head of this Agreement
   or at such other address of which such recipient shall have given notice
   to the other in the manner herein provided.

        13.4 Governing Law.  This Agreement shall be deemed to be a contract
   made under the internal laws of the State of Wisconsin, without regard to
   the principles of the conflict of laws thereof.

        13.5 Unenforceability.  Any provision of this Agreement which 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 hereof or
   affecting the validity or enforceability of such provision in any other
   jurisdiction.

        13.6 Counterparts.  This Agreement may be executed in any number of
   counterparts, and any party hereto may execute any such counterpart, each
   of which when executed and delivered shall be deemed to be an original and
   all of which counterparts taken together shall constitute but one and the
   same instrument.  This Agreement shall become binding when one or more
   counterparts taken together shall have been executed and delivered (which
   deliveries may be by telefax) by the parties.

        IN WITNESS WHEREOF, the Executive and the Company have executed this
   Agreement on the date first above written.

   SWING-N-SLIDE



   By:  /s/Therese S. Malone          /s/ Frederic L. Contino
        Chairman                      Frederic L. Contino