AMENDED AND RESTATED BY-LAWS

                                       OF

                               SWING-N-SLIDE CORP.

                                      INDEX


   ARTICLE I

   OFFICES AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . .    1
        SECTION 1.1.   Delaware Office . . . . . . . . . . . . . . . . .    1
        SECTION 1.2.   Other Offices . . . . . . . . . . . . . . . . . .    1
        SECTION 1.3.   Books and Records . . . . . . . . . . . . . . . .    1

   ARTICLE II

   STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
        SECTION 2.1.   Annual Meeting  . . . . . . . . . . . . . . . . .    1
        SECTION 2.2.   Special Meeting . . . . . . . . . . . . . . . . .    1
        SECTION 2.3.   Place of Meeting  . . . . . . . . . . . . . . . .    1
        SECTION 2.4.   Notice of Meeting . . . . . . . . . . . . . . . .    1
        SECTION 2.5.   Quorum and Adjournment  . . . . . . . . . . . . .    2
        SECTION 2.6.   Proxies . . . . . . . . . . . . . . . . . . . . .    2
        SECTION 2.7.   Notice of Stockholder Business and Nominations  .    2
                       (A)  Annual Meetings of Stockholders  . . . . . .    2
                       (B)  General  . . . . . . . . . . . . . . . . . .    3
        SECTION 2.8.   Procedure for Election of Directors . . . . . . .    4
        SECTION 2.9.   Inspectors of Elections . . . . . . . . . . . . .    4
                       (A)  Appointment  . . . . . . . . . . . . . . . .    4
                       (B)  Duties . . . . . . . . . . . . . . . . . . .    4

   ARTICLE III

   BOARD OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . .    4
        SECTION 3.1.   General Powers  . . . . . . . . . . . . . . . . .    4
        SECTION 3.2.   Number, Election and Tenure . . . . . . . . . . .    4
        SECTION 3.3.   Regular Meetings  . . . . . . . . . . . . . . . .    5
        SECTION 3.4.   Special Meetings  . . . . . . . . . . . . . . . .    5
        SECTION 3.5.   Notice  . . . . . . . . . . . . . . . . . . . . .    5
        SECTION 3.6.   Quorum  . . . . . . . . . . . . . . . . . . . . .    5
        SECTION 3.7.   Action by Written Consent . . . . . . . . . . . .    5
        SECTION 3.8.   Vacancies . . . . . . . . . . . . . . . . . . . .    6
        SECTION 3.9.   Audit Committee . . . . . . . . . . . . . . . . .    6
        SECTION 3.10.  Compensation Committee  . . . . . . . . . . . . .    6
        SECTION 3.11.  Appointment of Other Committees . . . . . . . . .    6
        SECTION 3.12.  Jurisdiction  . . . . . . . . . . . . . . . . . .    6
        SECTION 3.13.  Reports . . . . . . . . . . . . . . . . . . . . .    6
        SECTION 3.14.  Resignation . . . . . . . . . . . . . . . . . . .    6
        SECTION 3.15.  Executive Committee . . . . . . . . . . . . . . .    7

   ARTICLE IV

   OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
        SECTION 4.1.   Elected Officers  . . . . . . . . . . . . . . . .    7
        SECTION 4.2.   Election and Term of Office . . . . . . . . . . .    7
        SECTION 4.3.   Chairman of the Board . . . . . . . . . . . . . .    7
        SECTION 4.4.   Chief Executive Officer . . . . . . . . . . . . .    8
        SECTION 4.5.   The President . . . . . . . . . . . . . . . . . .    8
        SECTION 4.6.   The Vice Presidents . . . . . . . . . . . . . . .    8
        SECTION 4.7.   The Assistant Vice Presidents . . . . . . . . . .    8
        SECTION 4.8.   The Chief Financial Officer . . . . . . . . . . .    8
        SECTION 4.9.   The Treasurer . . . . . . . . . . . . . . . . . .    9
        SECTION 4.10.  The Assistant Treasurers  . . . . . . . . . . . .    9
        SECTION 4.11.  The Secretary . . . . . . . . . . . . . . . . . .    9
        SECTION 4.12.  The Assistant Secretaries . . . . . . . . . . . .    9
        SECTION 4.13.  Removal . . . . . . . . . . . . . . . . . . . . .    9
        SECTION 4.14.  Vacancies . . . . . . . . . . . . . . . . . . . .    9

   ARTICLE V

   STOCK CERTIFICATES AND TRANSFERS  . . . . . . . . . . . . . . . . . .   10
        SECTION 5.1.  Stock Certificates and Transfers . . . . . . . . .   10
        SECTION 5.2.  Signatures on Certificates . . . . . . . . . . . .   10

   ARTICLE VI

   MISCELLANEOUS PROVISIONS  . . . . . . . . . . . . . . . . . . . . . .   10
        SECTION 6.1.  Fiscal Year  . . . . . . . . . . . . . . . . . . .   10
        SECTION 6.2.  Dividends  . . . . . . . . . . . . . . . . . . . .   10
        SECTION 6.3.  Seal . . . . . . . . . . . . . . . . . . . . . . .   10
        SECTION 6.4.  Waiver of Notice . . . . . . . . . . . . . . . . .   10
        SECTION 6.5.  Audits . . . . . . . . . . . . . . . . . . . . . .   10
        SECTION 6.6.  Resignations . . . . . . . . . . . . . . . . . . .   11
        SECTION 6.7.  Indemnification and Insurance  . . . . . . . . . .   11

   ARTICLE VII

   AMENDMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11



                                    ARTICLE I

                               OFFICES AND RECORDS

        SECTION 1.1.   Delaware Office.  The registered office of the
   Corporation in the State of Delaware shall be located in the City of
   Dover, County of Kent, and the name and address of its registered agent is
   32 Loockerman Square, Suite L-100, Dover, Delaware 19901.

        SECTION 1.2.   Other Offices.  The Corporation may have such other
   offices, either within or without the State of Delaware, as the Board of
   Directors may designate or as the business of the Corporation may from
   time to time require.

        SECTION 1.3.   Books and Records.  The books and records of the
   Corporation may be kept outside the State of Delaware at such place or
   places as may from time to time be designated by the Board of Directors.

                                   ARTICLE II

                                  STOCKHOLDERS

        SECTION 2.1.   Annual Meeting.  The annual meeting of the
   stockholders of the Corporation shall be held at times designated by the
   Board of Directors and at such place as may be fixed from time to time by
   the Board of Directors, either within or without the State of Delaware.
   Any previously scheduled annual meeting of the stockholders may be
   postponed by resolution of the Board of Directors upon public notice given
   prior to the date previously scheduled for such annual meeting of
   stockholders.  Any action required or permitted to be taken by the
   stockholders of the Corporation must be effected at an annual or special
   meeting of stockholders of the Corporation and may not be effected by a
   consent in writing by such stockholders.

        SECTION 2.2.   Special Meeting.  Except as otherwise required by law
   and subject to the right of holders of any class or series of stock having
   a preference over the Corporation's Common Stock as to dividends or upon
   liquidation, dissolution, or winding up of the Corporation (the "Preferred
   Stock"), special meetings of the stockholders may be called by, but only
   by (i) the Chairman of the Board or the President of the Corporation, (ii)
   by the Board of Directors pursuant to a resolution adopted by a majority
   of the whole board (the "Whole Board") or (iii) holders or a majority of
   shares of Common Stock of the Corporation.

        SECTION 2.3.   Place of Meeting.  The Board of Directors may
   designate the place of meeting for any annual meeting or for any special
   meeting of the stockholders called by the Board of Directors.  If no
   designation is made by the Board of Directors, or if a special meeting is
   otherwise called, the place of meeting shall be the principal office of
   the Corporation.

        SECTION 2.4.   Notice of Meeting.  Written or printed notice, stating
   the place, day and hour of the meeting and the purpose for which the
   meeting is called, shall be delivered not less than ten (10) days nor more
   than sixty (60) days before the date of the meeting, either personally or
   by mail, to each stockholder of record entitled to vote at such meeting.
   If mailed, such notice shall be deemed to be delivered when deposited in
   the United States mail with postage thereon prepaid, addressed to the
   stockholder at his address as it appears on the stock transfer books of
   the Corporation.  Such further notice shall be given as may be required by
   law.  Only such business shall be conducted at a special meeting of
   stockholders as shall have been brought before the meeting pursuant to the
   Corporation's notice of meeting.

        SECTION 2.5.   Quorum and Adjournment.  Except as otherwise provided
   by law or by the Certificate of Incorporation, the holders of a majority
   of the outstanding shares of the Corporation entitled to vote (the "Voting
   Stock"), represented in person or by proxy, shall constitute a quorum at a
   meeting of stockholders, except that when specified business is to be
   voted on by a class or series voting as a class, the holders of a majority
   of the shares of such class or series shall constitute a quorum of such
   class or series for the transaction of such business.  The chairman of the
   meeting or a majority of the shares so represented may adjourn the meeting
   from time to time, whether or not there is such a quorum.  No notice of
   the time and place of adjourned meetings need be given except as required
   by law.  The stockholders present at a duly organized meeting may continue
   to transact business until adjournment, notwithstanding the withdrawal of
   enough stockholders to leave less than a quorum.

        SECTION 2.6.   Proxies.  At all meetings of stockholders, a
   stockholder may vote by proxy executed in writing by the stockholder, or
   by his duly authorized attorney in fact.  Such proxy must be filed with
   the Secretary of the Corporation or his representative at or before the
   time of the meeting.  No proxy shall be valid after eleven (11) months
   from the date of its execution, unless the proxy shall otherwise provide.

        SECTION 2.7.   Notice of Stockholder Business and Nominations.

             (A)  Annual Meetings of Stockholders.

                  (1)  Nominations of persons for election to the Board of
        Directors of the Corporation and the proposal of business to be
        considered by the stockholders may be made at an annual meeting of
        stockholders (a) pursuant to the Corporation's notice of meeting, (b)
        by or at the direction of the Board of Directors or (c) by any
        stockholder of the Corporation who was a stockholder of record at the
        time of giving of notice provided for in this By-Law, who is entitled
        to vote at the meeting and who complied with the notice procedures
        set forth in this By-Law.

                  (2)  For nominations or other business to be properly
        brought before an annual meeting by a stockholder pursuant to clause
        (c) of paragraph (A)(1) of this By-Law, the stockholder must have
        given timely notice thereof in writing to the Secretary of the
        Corporation.  To be timely, a stockholder's notice shall be delivered
        to the Secretary at the principal executive offices of the
        Corporation not less than 60 days nor more than 90 days prior to the
        first anniversary of the preceding year's annual meeting; provided,
        however, that in the event that the date of the annual meeting is
        advanced by more than 30 days or delayed by more than 60 days from
        such anniversary date, notice by the stockholder to be timely must be
        so delivered not earlier than the 90th day prior to such annual
        meeting and not later than the close of business on the later of the
        60th day prior to such annual meeting or the 10th day following the
        day on which public announcement of the date of such meeting is first
        made.  Such stockholder's notice shall set forth (a) as to each
        person whom the stockholder proposes to nominate for election or
        reelection as a director all information relating to such person that
        is required to be disclosed in solicitations of proxies for election
        of directors, or is otherwise required, in each case pursuant to
        Regulation 14A under the Securities Exchange Act of 1934, as amended
        (the "Exchange Act") (including such person's written consent to
        being named in the proxy statement as a nominee and to serving as a
        director if elected); (b)  as to any other business that the
        stockholder proposes to bring before the meeting, a brief description
        of the business desired to be brought before the meeting, the reasons
        for conducting such business at the meeting and any material interest
        in such business of such stockholder and the beneficial owner, if
        any, on whose behalf the proposal is made; and (c) as to the
        stockholder giving the notice and the beneficial owner, if any, on
        whose behalf the nomination or proposal is made (i) the name and
        address of such stockholder, as they appear on the Corporation's
        books, and of such beneficial owner and (ii) the class and number of
        shares of the Corporation which are owned beneficially and of record
        by such stockholder and such beneficial owner.

                  (3)  Notwithstanding anything in the second sentence of
        paragraph (A)(2) of this By-Law to the contrary, in the event that
        the number of Directors to be elected to the Board of Directors of
        the Corporation is increased and there is no public announcement
        naming all of the nominees for Director or specifying the size of the
        increased Board of Directors made by the Corporation at least 70 days
        prior to the first anniversary of the preceding year's annual
        meeting, a shareholder's notice required by this By-Law shall also be
        considered timely, but only with respect to nominees for any new
        positions created by such increase, if it shall be delivered to the
        Secretary at the principal executive offices of the Corporation not
        later than the close of business on the 10th day following the day on
        which such public announcement is first made by the Corporation.

             (B)  General.

                  (1)  Only such persons who are nominated in accordance with
        the procedures set forth in this By-Law shall be eligible to serve as
        directors and only such business shall be conducted at a meeting of
        stockholders as shall have been brought before the meeting in
        accordance with the procedures set forth in this By-Law.  The
        Chairman of the meeting shall have the power and duty to determine
        whether a nomination or any business proposed to be brought before
        the meeting was made in accordance with the procedures set forth in
        this By-Law and, if any proposed nomination or business is not in
        compliance with this By-Law, to declare that such defective proposal
        shall be disregarded.

                  (2)  For purposes of this By-Law, "public announcement"
        shall mean disclosure in a press release reported by the Dow Jones
        News Service, Associated Press or comparable national news service or
        in a document publicly filed by the Corporation with the Securities
        and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
        Exchange Act.

                  (3)  Notwithstanding the foregoing provisions of this By-
        Law, a stockholder shall also comply with all applicable requirements
        of the Exchange Act and the rules and regulations thereunder with
        respect to the matters set forth in this By-Law.  Nothing in this By-
        Law shall be deemed to affect any rights of stockholders to request
        inclusion of proposals in the Corporation's  proxy statement pursuant
        to Rule 14a-8 under the Exchange Act.

        SECTION 2.8.   Procedure for Election of Directors.  Election of
   directors at all meetings of the stockholders at which directors are to be
   elected shall be by ballot, and, except as otherwise set forth in any
   Certificate of Designations with respect to the right of the holders of
   any class or series of Preferred Stock to elect additional directors under
   specified circumstances, a plurality of the votes cast thereat (?) shall
   elect.  Except as otherwise provided by law or the Certificate of
   Incorporation, all matters other than the election of directors submitted
   to the stockholders at any meeting shall be decided by a majority of the
   votes cast with respect thereto.

        SECTION 2.9.   Inspectors of Elections.

             (A)  Appointment.  The Corporation shall, in advance of any
   meeting of stockholders, appoint one or more inspectors to act at the
   meeting and make a written report thereof.  The Corporation may designate
   one or more persons as alternate inspectors to replace any inspector who
   fails to act.  If no inspector or alternate is able to act at a meeting of
   stockholders, the person presiding at the meeting shall appoint one or
   more inspectors to act at the meeting.  Each inspector, before entering
   upon the discharge of his duties, shall take and sign an oath to
   faithfully execute the duties of inspector with strict impartiality and
   according to the best of his ability.

             (B)  Duties.  The inspectors shall (1) ascertain the number of
   shares outstanding and the voting power of each, (2) determine the shares
   represented at a meeting and the validity of proxies and ballots, (3)
   count all votes and ballots, (4) determine and retain for a reasonable
   period a record of the disposition of any challenges made to any
   determinations by the inspectors, and (5) certify their determination of
   the number of shares represented at the meeting, and their count of all
   votes and ballots.

                                   ARTICLE III

                               BOARD OF DIRECTORS

        SECTION 3.1.   General Powers.  The business and affairs of the
   Corporation shall be managed by or under the direction of its Board of
   Directors.  In addition to the powers and authorities expressly conferred
   upon the Board of Directors by these By-Laws, the Board of Directors may
   exercise all such powers of the Corporation and do all such lawful acts
   and things as are not by statute or by the Certificate of Incorporation or
   by these By-Laws required to be exercised or done by the stockholders.

        SECTION 3.2.   Number, Election and Tenure.  Subject to the rights of
   the holders of any class or series of Preferred Stock to elect directors
   under specified circumstances, the number of directors shall be fixed from
   time to time exclusively pursuant to a resolution adopted by a majority of
   the Whole Board.  The Directors shall be (i) elected at the annual meeting
   of the stockholders, except as provided in (ii) below, and each director
   elected shall hold office until his or her successor shall have been duly
   elected and qualified, and (iii) if authorized by a resolution of the
   Board of Directors, elected to fill any vacancy on the Board of Directors
   in accordance with the provisions of Section 3.8 of this Article III.

        SECTION 3.3.   Regular Meetings.  A regular meeting of the Board of
   Directors shall be held without other notice than this By-Law immediately
   after, and at the same place as, the Annual Meeting of Stockholders.  The
   Board of Directors may, by resolution, provide the time and place for the
   holding of additional regular meetings without other notice than such
   resolution.

        SECTION 3.4.   Special Meetings.  Special meetings of the Board of
   Directors shall be called at the request of the Chairman of the Board, the
   President or a majority of the Board of Directors.  The person or persons
   authorized to call special meetings of the Board of Directors may fix the
   place and time of the meetings.

        SECTION 3.5.   Notice.  Notice of each special meeting shall be given
   to each director at his business or residence in writing or by telegram or
   by telecopy or by overnight delivery service.  If mailed, such notice
   shall be deemed adequately delivered when deposited in the United States
   mails so addressed, with postage thereon prepaid, at least five (5) days
   before such meeting.  If by telegram, such notice shall be deemed
   adequately delivered when the telegram is delivered to the telegraph
   company at least twenty-four (24) hours before such meeting.  If by
   telecopy, the notice shall be deemed delivered as of the date and time
   indicated on the receipt of transmission.  If by overnight delivery
   service (Federal Express or any other nationally recognized delivery
   service), notice shall be deemed adequately delivered when delivered to
   such service, properly addressed, at least 48 hours before such meeting.
   Neither the business to be transacted at, nor the purpose of, any regular
   or special meeting of the Board of Directors need be specified in the
   notice of such meeting, except for amendments to these By-Laws, as
   provided under Article VII.  A meeting may be held at any time without
   notice if all the directors are present or if those not present waive
   notice of the meeting in writing, either before or after such meeting.

        SECTION 3.6.   Quorum.  A whole number of directors equal to at least
   a majority of the Whole Board shall constitute a quorum for the
   transaction of business, but if at any meeting of the Board of Directors
   there shall be less than a quorum present, a majority of the directors
   present may adjourn the meeting from time to time without further notice.
   The act of the majority of the directors present at a meeting at which a
   quorum is present shall be the act of the Board of Directors.  The
   directors present at a duly organized meeting may continue to transact
   business until adjournment, notwithstanding the withdrawal of enough
   directors to leave less than a quorum.

        SECTION 3.7.   Action by Written Consent.  Any action required or
   permitted to be taken at any meeting of the Board of Directors or of any
   committee thereof may be taken without a meeting, if all members of the
   Board or committee, as the case may be, consent thereto in writing, and
   the writing or writings are filed with the minutes of proceedings of the
   Board or committee.

        SECTION 3.8.   Vacancies.  Subject to the rights of the holders of
   any class or series of Preferred Stock, and unless the Board of Directors
   otherwise determines, vacancies resulting from death, resignation,
   retirement, disqualification, removal from office or other cause, and
   newly created directorships resulting from any increase in the authorized
   number of directors, may be by the affirmative vote of a majority of the
   remaining directors or the sole remaining director, though less than a
   quorum of the Board of Directors, and each director so chosen shall hold
   office for a term expiring at the annual meeting of stockholders at which
   the term of office of the class to which they have been elected expires
   and until such director's successor shall have been duly elected and
   qualified.  No decrease in the number of authorized directors constituting
   the Whole Board shall shorten the term of any incumbent director.

        SECTION 3.9.   Audit Committee. The Board of Directors, immediately
   following each annual meeting of stockholders and each special meeting of
   the same at which majority of directors shall have been elected, shall
   meet and appoint from its number by a majority vote of the Whole Board an
   Audit Committee consisting of such number of members of the Board as from
   time to time may be selected by the Board, all of the members of which
   committee who shall be neither employees of, nor have substantial business
   relations with, the Corporation.  The Audit Committee shall make
   recommendations to the Board regarding the independent auditors to be
   nominated for election by the shareholders and review the independence of
   such auditors, shall approve the scope of the annual audits and the audit
   fee payable to the independent auditors and shall review such audit
   results.

        SECTION 3.10.  Compensation Committee.  The Board of Directors,
   immediately following each annual meeting of stockholders and each special
   meeting of the same in which the majority of directors shall have been
   elected, shall meet and appoint from its number by a majority vote of the
   Whole Board a Compensation Committee consisting of such number of members
   of the Board as from time to time may be selected by the Board.  The
   Compensation Committee shall establish overall compensation of senior
   executives and shall have the power to establish bonus and other
   compensatory plans affecting them.

        SECTION 3.11.  Appointment of Other Committees.  The Board of
   Directors may from time to time create such other committees, with such
   memberships, powers and duties, as shall be designated by the enabling
   vote of the Whole Board.  Except as otherwise provided by these By-Laws,
   members of all committees shall be appointed by the Board from its number
   by a majority vote of the Whole Board.

        SECTION 3.12.  Jurisdiction.  The Board of Directors shall have full
   power to settle any question as to the jurisdiction of any committee.

        SECTION 3.13.  Reports.  The Board of Directors may require a report
   from any committee at any time.

        SECTION 3.14.  Resignation.  Any director may resign at any time.
   Such resignation shall be in writing and delivered to the Chairman of the
   Board or the Secretary of the Corporation, and shall take effect at the
   time specified therein, and if no time shall be specified, at the time of
   its receipt by the Chairman of the Board or the Secretary of the
   Corporation, as the case may be.  The acceptance of a resignation shall
   not be necessary to make it effective.

        SECTION 3.15.  Executive Committee.  The Board of Directors may
   appoint an Executive Committee from their number.  The Executive Committee
   may make its own rules of procedure and shall meet where and as provided
   by such rules, or by a resolution of the Board of Directors.  A majority
   shall constitute a quorum, and in every case the affirmative vote of a
   majority of all the members of the Committee shall be required for the
   adoption of any resolution.  During the intervals between the meetings of
   the Board of Directors, the Executive Committee may exercise all the
   powers of the Board of Directors in the management and direction of the
   business of the Corporation, in such manner as such Committee shall deem
   best for the interest of the Corporation, in all cases in which specific
   directions shall not have been given by the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS

        SECTION 4.1.   Elected Officers.  The elected officers of the
   Corporation shall be a Chairman of the Board of Directors, a Chief
   Executive Officer, a Chief Financial Officer, a Secretary, a Treasurer and
   such other officers as the Board of Directors from time to time may deem
   proper.  The Chairman of the Board of Directors shall be chosen from the
   directors.  All officers chosen by the Board of Directors shall each have
   such powers and duties as generally pertain to their respective offices,
   subject to the specific provisions of this ARTICLE IV.  Such officers
   shall also have such powers and duties as from time to time may be
   conferred by the Board of Directors or by any Committee thereof.

        SECTION 4.2.   Election and Term of Office.  The elected officers of
   the Corporation shall be elected annually by the Board of Directors at the
   regular meeting of the Board of Directors held after each annual meeting
   of the stockholders.  If the election of officers shall not be held at
   such meeting such election shall be held as soon thereafter as convenient.
   Each officer shall hold office until his successor shall have been duly
   elected and shall have qualified or until his death or until he shall
   resign, but any officer may be removed from office at any time by the
   affirmative vote of a majority of the members of the Whole Board.

        SECTION 4.3.   Chairman of the Board.  The Chairman of the Board
   shall preside at all meetings of the stockholders and of the Board of
   Directors.  The Chairman of the Board shall perform all duties incidental
   to his office which may be required by law and all such other duties as
   are properly required of him by the Board of Directors.  Except where by
   law the signature of the President (if any) is required, the Chairman of
   the Board shall possess the same power as the President to sign all
   certificates, contracts, and other instruments of the Corporation which
   may be authorized by the Board of Directors.  He shall make reports to the
   Board of Directors and the stockholders, and shall perform all such other
   duties as are properly required of him by the Board of Directors.  He
   shall see that all orders and resolutions of the Board of Directors and of
   any committee thereof are carried into effect.

        SECTION 4.4.   Chief Executive Officer.  The Chief Executive Officer
   shall be the chief executive officer of the corporation.  He shall have
   general and active management of the business of the corporation.  He
   shall have general and active management of the business of the
   corporation, shall see to it that all resolutions and orders of the Board
   of Directors and the Chairman of the Board are carried into effect, and in
   connection therewith, shall be authorized to delegate to the President and
   the other executive officers of the corporation such of his powers and
   duties as the Chief Executive Officers at such times and in such manner as
   he may deem to be advisable.  In the absence or disability of the Chairman
   of the Board, he shall preside at all meetings of the shareholders and the
   directors.

        SECTION 4.5.   The President.  The President, if an individual other
   than the individual serving as the Chief Executive Officer, shall assist
   the Chief Executive Officer in the management of the business of the
   corporation and the implementation of resolutions of the Board of
   Directors at such times and in such manner as the Chief Executive Officer
   may deem to be advisable, and shall, in the absence or disability of the
   Chief Executive Officer, exercise the powers and perform the duties of
   Chief Executive Officer.

        SECTION 4.6.   The Vice Presidents.  The Vice President, if any, or,
   if there be more than one, the Vice Presidents, shall assist the President
   in the management of the business of the corporation and the
   implementation of resolutions and orders of the Board of Directors at such
   times and in such manner as the Chief Executive Officer may deem to be
   advisable.  If there be more than one Vice President, the Board of
   Directors may designate one of them as Executive Vice President, in which
   case he shall be first in order of seniority after the President, and may
   also grant to others such titles as shall be descriptive of their
   respective functions or indicative of their relative seniority.  The Vice
   President, or, if there be more than one, the Vice Presidents in the order
   of their seniority as indicated by their titles or as otherwise determined
   by the Board of Directors, shall, in the absence or disability of the
   President, exercise the powers and perform the duties of President; and he
   or they shall have such other powers and duties as the Board of Directors
   or the Chief Executive Officer may from time to time prescribe.

        SECTION 4.7.   The Assistant Vice Presidents.  The Assistant Vice
   President, if any, or, if there be more than one, the Assistant Vice
   Presidents, shall perform such duties as the Board of Directors or the
   Chief Executive Officer may from time to time prescribe.

        SECTION 4.8.   The Chief Financial Officer.  The Chief Financial
   Officer shall have the care and custody of the corporate funds, and other
   valuable effects, including securities, and shall keep full and accurate
   accounts of receipts and disbursements in books belonging to the
   corporation and shall deposit all moneys and other valuable effects in the
   name and to the credit of the corporation in such depositories as may be
   designated by the Board of Directors.  The Chief Financial Officer shall
   disburse the funds of the corporation as may be ordered by the Board of
   Directors, taking proper vouchers for such disbursements, and shall render
   to the President and the Board of Directors, at meetings or whenever they
   may require it, an account of all his transactions as Chief Financial
   Officer and of the financial condition of the corporation.  If required by
   the Board of Directors, the Chief Financial Officer shall give the
   corporation a bond for such term, in such sum and with such surety or
   sureties as shall be satisfactory to the Board for the faithful
   performance of the duties of his office and for the restoration to the
   corporation, in case of his death, resignation, retirement or removal from
   office, of all books, papers, vouchers, money and other property of
   whatever kind in his possession or under his control belonging to the
   corporation.

        SECTION 4.9.   The Treasurer.  The Treasurer, if an individual other
   than the individual serving as the Chief Financial Officer, shall assist
   the Chief Financial Officer in the management of the books and financial
   records of the corporation and in such manner as the Chief Financial
   Officer may deem to be advisable, and shall, in the absence or disability
   of the Chief Financial Officer, exercise the powers and perform the duties
   of Chief Financial Officer.

        SECTION 4.10.  The Assistant Treasurers.  The Assistant Treasurer, if
   any, or, if there be more than one, the Assistant Treasurers, in the order
   determined by the Board of Directors or by the Chief Executive Officer,
   shall, in the absence or disability of the Treasurer, exercise the powers
   and perform the duties of the Treasurer; and he or they shall perform such
   other duties as the Board of Directors or the Chief Executive Officer may
   from time to time prescribe.

        SECTION 4.11.  The Secretary.  The Secretary shall attend all
   meetings of the shareholders and of the Board of Directors and shall
   record the minutes of all proceedings taken at such meetings, or maintain
   all documents evidencing corporate actions taken by written consent of the
   shareholders or of the Board of Directors, in a book to be kept for that
   purpose; and he shall perform like duties for any committee of the Board
   of Directors when required.  He shall have the authority to certify the
   By-Laws, resolutions of the shareholders and Board of Directors and
   committees thereof, and other documents of the corporation as true and
   correct copies thereof.  He shall see to it that all notices of meetings
   of the shareholders and of special meetings of the Board of Directors are
   duly given in accordance with these By-Laws or as required by statute.  He
   shall be the custodian of the seal, if any, of the corporation, and, when
   authorized by the Board of Directors, he shall cause the corporate seal,
   if any, to be affixed to any document requiring it, and, when so affixed,
   attested by his signature as secretary or by the signature of an assistant
   secretary; and he shall perform such other duties as the board of
   directors or the Chief Executive Officer may from time to time prescribe.

        SECTION 4.12.  The Assistant Secretaries.  The Assistant Secretary,
   if any, or, if there be more than one, the Assistant Secretaries, in the
   order determined by the board of directors or by the Chief Executive
   Officer, shall, in the absence or disability of the Secretary, exercise
   the powers and perform the duties of the Secretary; and he or they shall
   perform such other duties as the board of directors or the Chief Executive
   Officer may from time to time prescribe.

        SECTION 4.13.  Removal.  Any officer elected by the Board of
   Directors may be removed by a majority of the members of the Whole Board
   whenever, in their judgment, the best interests of the Corporation would
   be served thereby.  No elected officer shall have any contractual rights
   against the Corporation for compensation by virtue of such election beyond
   the date of the election of his successor, his death, his resignation or
   his removal, whichever event shall first occur, except as otherwise
   provided in an employment contract or under an employee deferred
   compensation plan.

        SECTION 4.14.  Vacancies.  A newly created office and a vacancy in
   any office because of death, resignation, or removal may be filled by the
   Board of Directors or the removal may be filled by the Board of Directors
   for the unexpired portion of the term at any meeting of the Board of
   Directors.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

        SECTION 5.1.  Stock Certificates and Transfers.  The interest of each
   stockholder of the Corporation shall be evidenced by certificates for
   shares of stock in such form as approved by the Board of Directors.  The
   shares of the stock of the Corporation shall be transferred on the books
   of the Corporation by the holder thereof in person or by his attorney,
   upon surrender for cancellation of certificates for the same number of
   shares, with an assignment and power of transfer endorsed thereon or
   attached thereto, duly executed, with such proof of the authenticity of
   the signature as the Corporation or its agents may reasonably require.

        SECTION 5.2.  Signatures on Certificates.  The certificates of stock
   shall be signed, countersigned and registered in such manner as the Board
   of Directors may by resolution prescribe, which resolution may permit all
   or any of the signatures on such certificates to be in facsimile.  In case
   any officer, transfer agent or registrar who has signed or whose facsimile
   signature has been placed upon a certificate has caused to be such
   officer, transfer agent or registrar before such certificate is issued, it
   may be issued by the Corporation with the same effect as if he were such
   officer, transfer agent or registrar at the date of issue.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

        SECTION 6.1.  Fiscal Year.  The fiscal year of the Corporation shall
   begin on the first day of January and end on the thirty-first day of
   December of each year.

        SECTION 6.2.  Dividends.  The Board of Directors may from time to
   time declare, and the Corporation may pay, dividends on its outstanding
   shares in the manner and upon the terms and conditions provided by law and
   its Certificate of Incorporation.

        SECTION 6.3.  Seal.  The corporate seal may bear in the center the
   emblem of some object, and shall have inscribed thereunder the words
   "Corporate Seal" and around the margin thereof the words "Swing-N-Slide -
   Delaware 1992."

        SECTION 6.4.  Waiver of Notice.  Whenever any notice is required to
   be given to any stockholder or director of the Corporation under the
   provisions of the General Corporation Law of the State of Delaware (the
   "GCL"), a waiver thereof in writing, signed by the person or persons
   entitled to such notice, whether before or after the time stated therein,
   shall be deemed equivalent to the giving of such notice.  Neither the
   business to be transacted at, nor the purpose of, any annual or special
   meeting of the stockholders or the Board of Directors need be specified in
   any waiver of notice or such meeting.

        SECTION 6.5.  Audits.  The accounts, books and records of the
   Corporation shall be audited upon the conclusion of each fiscal year by an
   independent certified public accountant selected by the Board of
   Directors, and it shall be the duty of the Board of Directors to cause
   such audit to be made annually.

        SECTION 6.6.  Resignations.  Any director or any officer, whether
   elected or appointed, may resign at any time by serving written notice of
   such resignation on the Chairman of the Board, the President, or the
   Secretary, and such resignation shall be deemed to be effective as of the
   close of business on the date said notice is received by the Chairman of
   the Board, the President, or the Secretary.  No formal action shall be
   required of the Board of Directors or the stockholders to make any such
   resignation effective.

        SECTION 6.7.  Indemnification and Insurance.  All indemnification on
   the part of the Corporation shall be as set forth in Article EIGHTH of the
   Certificate of Incorporation of the Corporation.

                                   ARTICLE VII

                                   AMENDMENTS

        The provisions of these By-Laws may be adopted, altered, amended or
   repealed at any meeting of the Board of Directors or of the stockholders,
   provided notice of the proposed change was given in the notice of the
   meeting and, in the case of a meeting of the Board of Directors, in a
   notice given not less than two days prior to the meeting (unless otherwise
   waived); provided, however, that in case of amendments by stockholders,
   notwithstanding any other provisions of these By-Laws or any provision of
   law which might otherwise permit a lesser vote or no vote, but in addition
   to any affirmative vote of the holders of any particular class or series
   of Voting Stock required by Law, the Certificate of Incorporation, any
   Preferred Stock Designation or these By-Laws, the affirmative vote of the
   holders of at least fifty percent (50%) of all the then outstanding shares
   of the Voting Stock, voting together as a single class, shall be required
   to adopt, alter, amend or repeal any provision of the By-Laws.