CONFORMED COPY







                                September 6, 1996






   Swing-N-Slide Corp.
   1212 Barberry Drive
   Janesville, WI  53545

   Attention:     Richard G. Mueller, President
                  and Chief Executive Officer

   Gentlemen:

             Glencoe Investment Corporation ("Glencoe") and Desai Capital
   Management Incorporated ("Desai") are pleased to act as acquisition
   advisers to Swing-N-Slide Corp. ("Company").  This letter agreement is to
   confirm our understanding with respect to our engagement.  In this regard,
   Glencoe and Desai will provide, as determined in consultation with the
   Company, (a) assistance to the Company to undertake certain purchases or
   acquisitions including providing valuation advice, negotiating and
   assisting with the due diligence process; (b) various financing techniques
   and alternatives with regard to acquisition funding; (c) periodic analysis
   of the Company's acquisition resources, investment objectives and capacity
   to compete for acquisition opportunities; (d) periodic review of other
   strategic restructuring alternatives which could provide long-term
   benefits and enhance value to the Company shareholders; and (e) such other
   acquisition services the Company and Glencoe and Desai may mutually agree
   upon.

             In furtherance of the general services referred to above,
   Glencoe and Desai will advise the Company in connection with its currently
   pending acquisitions named by the Company as Project Tiger and Project
   Lion and with such other acquisitions as the board of directors of the
   Company (the "Board") shall request that they act as acquisition advisors
   under this agreement (the "Acquisitions").  Our services in connection
   with the Acquisitions will include:

             1.   Detailed Due Diligence - extensive strategic, operational
   and financial due diligence of Tiger and Lion and other acquisition
   targets leading to a detailed report to be presented to the Board which
   would fully assess these issues.  Subject to oversight by the Board,
   Glencoe and Desai will direct all aspects of the Acquisitions, some of
   which will be performed by Company management, the Company's financial
   agent and other third party advisors.

             2.   Analysis and Structuring of Transactions.  Glencoe and
   Desai will develop detailed financial models under various acquisition
   structure alternatives to evaluate the potential Acquisitions.  Glencoe
   and Desai will prepare financial models for prospective lenders and equity
   investors.  Glencoe and Desai will provide the Board with a detailed
   assessment of various strategic and structural alternatives for each
   Acquisition and, on behalf of the Company, will negotiate principal
   acquisition agreements.

             3.   Debt and Equity Corporate Financing.  Glencoe and Desai, in
   coordination with the Company and its other advisors, will prepare
   detailed private placement memoranda for potential purchasers of Company
   debt securities and equity securities necessary to finance the potential
   Acquisitions.  Glencoe and Desai will assist in identifying and qualifying
   potential investors and negotiating the terms of the respective securities
   purchase agreements.

             As compensation for the Acquisition services to be provided by
   Glencoe and Desai hereunder, the Company agrees to pay a fee equal to:

              (i) 4.0% of the gross proceeds of new equity raised by the
        Company for an Acquisition during the term of this agreement,

             (ii) 1.125% of senior loan financing received by the
        Company for an Acquisition during the term of this agreement,
        including the refinancing of the Company's existing senior loan
        obligations (less the amount of any fees paid to other placement
        agents), and

             (iii) 1.00% of the Transaction Value on an Acquisition
        consummated by the Company or its subsidiaries during the term
        of this agreement.  The term "Transaction Value" means an amount
        equal to (a) the aggregate of the fair market value of any
        consideration paid by the Company or its subsidiaries or
        securityholders, whether in cash, securities or other property,
        in connection with the purchase of equity securities or assets
        of, or the merger with, an entity which is not an affiliate of
        the Company on the date hereof, plus (b) the amount of
        obligations for borrowed money on the balance sheet of any such
        acquired company immediately prior to such purchase.

             In addition, the Company agrees to reimburse Glencoe and Desai,
   upon request made from time to time, for their reasonable out-of-pocket
   expenses incurred in connection with activities under this letter,
   including the reasonable fees and disbursements of legal counsel and other
   outside advisers engaged to assist in connection with the services
   rendered hereunder.


             These fees are in addition to the $75,000 quarterly management
   fee currently paid by the Company to Glencoe and Desai.

             The Company will furnish Glencoe and Desai with such information
   as is appropriate to enable them to fulfill their obligations under this
   letter agreement.  Glencoe and Desai will enter into an appropriate
   confidentiality agreement with respect to such information.

             The Company agrees to indemnify Glencoe and Desai and their
   respective affiliates and their respective directors, officers, employees,
   agents and controlling persons from and against any and all losses,
   claims, damages and liabilities, joint or several, to which Glencoe or
   Desai may become subject under any applicable federal or state law or
   otherwise related to or arising out of any transaction or matter
   contemplated by this letter agreement or the engagement of Glencoe and
   Desai pursuant hereto, and the performance of services contemplated by
   this letter agreement, except to the extent caused by Glencoe's or Desai's
   gross negligence or wilful misconduct.  The Company will reimburse Glencoe
   and Desai for all expenses (including reasonable counsel fees and
   expenses) as they are incurred in connection with the investigation of,
   preparation for or defense of any pending or threatened claim or any
   action or proceeding arising therefrom, whether or not Glencoe or Desai is
   a party, and whether or not such claim, action or proceeding is initiated
   or brought by or on behalf of the Company.

             The Company acknowledges and agrees that Glencoe and Desai have
   been retained solely to provide the advice or services set forth in this
   agreement.  Glencoe and Desai shall act as independent contractors, and
   any duties arising out of their engagement hereunder shall be owed solely
   to the Company.

             This agreement shall not give rise to any express or implied
   commitment by Glencoe or Desai to purchase or place any securities of or
   loans to the Company.  No waiver, amendment or other modification of this
   agreement shall be effective unless it specifically refers in writing to
   how this agreement is being changed and is signed by each party to be
   bound thereby.

             Glencoe and Desai will act for the Company as provided above
   through the first anniversary of this letter, with an automatic one-year
   renewal period on such anniversary and on each anniversary thereof, unless
   this agreement shall have been terminated by either party on no less than
   30 days written notice to the other party prior to such renewal date, it
   being understood that the provisions relating to the confidential
   treatment of information, the payment of fees and expenses,
   indemnifications, the status of Glencoe and Desai as an independent
   contractors and the limitation on to whom Glencoe and Desai shall owe any
   duties will survive the term of this agreement.

             Please confirm the foregoing sets forth our agreement by signing
   and returning to Glencoe the duplicate copy of this letter agreement
   enclosed herewith.

                                      Very truly yours,

                                      GLENCOE INVESTMENT CORPORATION


                                      By:  /S/ David S. Evans
                                           David S. Evans
                                           President


                                      DESAI CAPITAL MANAGEMENT


                                      By:  /S/ Frank J. Pados, Jr.


   Accepted and agreed as of the
   date first written above.

   SWING-N-SLIDE CORP.


   By:  /S/ Richard G. Mueller
        Richard G. Mueller
        President