EXECUTION COPY

                             STOCK OPTION AGREEMENT

       STOCK OPTION AGREEMENT,  dated April 13, 2000 (this "Agreement"),  by and
among PlayCore Holdings,  Inc., a Delaware corporation  ("Parent"),  and Jasdrew
Acquisition  Corp.,  a Delaware  corporation  and a  wholly-owned  subsidiary of
Parent ("Acquisition  Company"), and PlayCore, Inc., a Delaware corporation (the
"Company").

                              W I T N E S S E T H:

       WHEREAS,  concurrently with the execution and delivery of this Agreement,
Parent,  Acquisition  Company and the Company are entering into an Agreement and
Plan of Merger (as such  agreement  may  hereafter be amended from time to time,
the "Merger Agreement"; capitalized terms used but not defined in this Agreement
shall  have  the  meanings  ascribed  to them in the  Merger  Agreement),  which
provides,  upon the terms and  subject to the  conditions  thereof,  for (i) the
commencement  by Parent,  Acquisition  Company and the Company of a joint tender
offer (the "Offer") to purchase all of the issued and outstanding  shares of the
common stock,  par value $.01, of the Company ("Common Stock") at the applicable
Offer  Price and (ii) the  subsequent  merger of  Acquisition  Company  into the
Company (the "Merger"); and

       WHEREAS,  as a condition to the  willingness of  Acquisition  Company and
Parent to enter into the Merger Agreement,  Parent and Acquisition  Company have
required that the Company agree,  and in order to induce Parent and  Acquisition
Company to enter into the Merger  Agreement  the Company  has  agreed,  to grant
Acquisition Company an option to purchase shares of Common Stock, upon the terms
and subject to the conditions of this Agreement.

       NOW,  THEREFORE,  in  consideration  of the foregoing and the  respective
representations,   warranties,  covenants  and  agreements  set  forth  in  this
Agreement and in the Merger Agreement, the parties hereto agree as follows:

                                   ARTICLE I

                             THE TOP-UP STOCK OPTION

       SECTION  1.1.  Grant of Top-Up  Stock  Option.  Subject  to the terms and
conditions set forth herein, the Company hereby grants to Acquisition Company an
option (the "Top-Up  Stock  Option") to purchase that number of shares of Common
Stock (the "Top-Up Option Shares") equal to the number of shares of Common Stock
that,  when  added to the number of shares of Common  Stock  owned by Parent and
Acquisition  Company  at the time of  exercise  shall  permit  the  Merger to be
accomplished  pursuant to Section 253 of the Delaware  General  Corporation  Law
assuming the issuance of the Top-Up Option  Shares (the "Short Form  Condition")
at a purchase price per Top-Up Option Share equal to the Offer Price;

<PAGE>

provided,  however, that the Top-Up Stock Option shall not be exercisable if the
number  of  shares  of  Common  Stock  subject  thereto  exceeds  the  number of
authorized shares of Common Stock available for issuance.

       SECTION 1.2. Exercise of Top-Up Stock Option.

       (a) Subject to the conditions set forth in Section 2.1 and any additional
requirements  of Law, the Top-Up  Stock  Option may be exercised by  Acquisition
Company,  in whole but not in part,  at any one time after the  occurrence  of a
Top-Up  Exercise  Event (as defined  below) and prior to the Top-Up  Termination
Date (as defined below).

       (b) A "Top-Up  Exercise Event" shall occur for purposes of this Agreement
on the day of the Offer Closing,  provided that Acquisition Company has accepted
for payment  pursuant to the Offer shares of Common Stock satisfying the Minimum
Condition.

       (c) The  "Top-Up  Termination  Date"  shall  occur for  purposes  of this
Agreement upon the earliest to occur of: (i) the Effective  Time;  (ii) the date
which is five (5) business days after the  occurrence of Top-Up  Exercise  Event
(or such later date on which the closing of a purchase  may be  consummated,  as
set forth in  Section  3(d)  below);  and (iii) the  termination  of the  Merger
Agreement.

       (d) In the event Acquisition  Company wishes to exercise the Top-Up Stock
Option,  Acquisition  Company  shall  send to the  Company a  written  notice (a
"Top-Up Exercise Notice",  the date of which notice is referred to herein as the
"Top-Up  Notice  Date")  specifying  the  number of Top-Up  Option  Shares to be
acquired and the aggregate purchase price therefor, the place for the closing of
the purchase and sale pursuant to the Top-Up Stock Option (the "Top-Up Closing")
and a date not earlier  than the Top-Up  Notice Date and not later than ten (10)
business  days from the Top-Up  Notice Date for the Top-Up  Closing (the "Top-Up
Closing  Date");  provided,  however,  that (i) if the Top-Up  Closing cannot be
consummated by reason of any applicable Laws or Orders,  the period of time that
otherwise would run pursuant to this sentence shall run instead from the date on
which such  restriction on consummation  has expired or been terminated and (ii)
without  limiting the  foregoing,  if prior  notification  to or approval of any
Governmental  Entity is required in connection  with such purchase,  Acquisition
Company and the Company shall  promptly file the required  notice or application
for approval and shall  cooperate  in the  expeditious  filing of such notice or
application,  and the period of time that  otherwise  would run pursuant to this
sentence  shall run instead from the date on which,  as the case may be, (A) any
required  notification period has expired or been terminated or (B) any required
approval has been obtained,  and in either event,  any requisite  waiting period
has expired or been terminated.

       (e) In the event that the  exercise of the Top-Up  Option would result in
the Short  Form  Condition  being  satisfied,  then  Acquisition  Company  shall
exercise  the  Top-Up  Option to buy a  sufficient  number of shares to meet the
Short Form  Condition  unless such exercise would be prevented by Section 2.1(b)
hereof.



                                      -2-
<PAGE>

                                   ARTICLE II

                                     CLOSING

       SECTION 2.1.

       (a)  Conditions  to  Closing.  The  obligation  of the Company to deliver
Top-Up  Option Shares upon the exercise of the Top-Up Stock Option is subject to
the following conditions:

              (i) All waiting  periods,  if any, under the HSR Act applicable to
       the issuance of the Top-Up Option Shares  hereunder shall have expired or
       have been terminated; and

              (ii) There shall be no  preliminary  or  permanent  injunction  or
       other final, non-appealable judgment by a court of competent jurisdiction
       preventing or prohibiting  the exercise of the Top-Up Stock Option or the
       delivery of the Top-Up Option Shares in respect of such exercise.

       (b) Limitation.  Notwithstanding  the foregoing,  the Top-Up Stock Option
may only be  exercised  to the  extent  that such  exercise  would  not  violate
applicable rules of The American Stock Exchange then applicable to the Company.

       SECTION 2.2. Closing.

       (a) At the Top-Up  Closing,  (i) the Company shall deliver to Acquisition
Company a certificate or certificates evidencing the applicable number of Top-Up
Option Shares (in the  denominations  specified in the Top-Up Exercise  Notice),
and (ii)  Acquisition  Company shall  purchase each Top-Up Option Share from the
Company at the Top-Up Price.  Payment by Acquisition Company of the Top-Up Price
for the Top-Up  Option  Shares  shall be made by wire  transfer  of  immediately
available  funds to an account  designated  by the  Company  (provided  that the
failure or refusal of the Company to  designate  such a bank  account  shall not
preclude Acquisition Company from exercising the Top-Up Option).

       (b) The Company  shall pay all expenses,  and any and all Federal,  state
and local taxes and other  charges,  that may be payable in connection  with the
preparation, issuance and delivery of stock certificates under this Section 2.2.

       (c) Certificates  evidencing Top-Up Option Shares delivered hereunder may
include  legends  legally  required,  including  a legend in  substantially  the
following form:

       THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
       REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY BE
       REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
       REGISTRATION IS AVAILABLE.



                                      -3-
<PAGE>

It is  understood  and  agreed  that the  foregoing  legend  shall be removed by
delivery of substitute  certificate(s)  without such legend upon the sale of the
Top-Up Option Shares pursuant to a registered  public offering or Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), or any other sale
as a result of which such legend is no longer required.

       (d) Upon the giving by  Acquisition  Company to the Company of the Top-Up
Exercise  Notice and the tender of the applicable  purchase  price,  Acquisition
Company shall be deemed to be the holder of record of the shares of Common Stock
issuable upon such  exercise,  notwithstanding  that the stock transfer books of
the Company shall then be closed or that  certificates  representing such shares
of Common Stock shall not then be actually delivered to Acquisition Company.

                                  ARTICLE III

                           REPRESENTATIONS, WARRANTIES
                          AND COVENANTS OF THE COMPANY

       The Company  hereby  represents  and  warrants to Parent and  Acquisition
Company  (except  as  otherwise  disclosed  in  writing  on the date  hereof) as
follows:

       SECTION 3.1.  Organization;  Authority  Relative to this  Agreement.  The
Company is a corporation  duly organized,  validly existing and in good standing
under the laws of the State of Delaware. The Company has all requisite corporate
power and  authority  to execute  and  deliver  this  Agreement,  to perform its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The execution and delivery of this Agreement by the Company and the consummation
by the  Company  of the  transactions  contemplated  hereby  have  been duly and
validly  executed and delivered by the Company and this Agreement  constitutes a
valid and binding obligation of the Company  enforceable  against the Company in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws affecting creditors' rights generally, and by general equitable principles.

       SECTION  3.2.  Authority  to Issue  Shares.  The  Company  has  taken all
necessary  corporate action to authorize and reserve and permit it to issue, and
at all times from the date hereof through the Top-Up Termination Date shall have
reserved, all the Top-Up Option Shares issuable pursuant to this Agreement.  All
of the shares of Common Stock issuable under the Top-Up Stock Option, upon their
issuance and delivery in accordance  with the terms of this  Agreement,  will be
duly authorized, validly issued, fully paid and nonassessable, will be delivered
free and clear of all  security  interests,  liens,  claims,  pledges,  options,
rights of first refusal, agreements, limitations on Acquisition Company's voting
rights, charges,  adverse rights and other encumbrances of any nature whatsoever
(other than this Agreement) and will not be subject to any preemptive rights.



                                      -4-
<PAGE>

       SECTION 3.3. No Conflict; Required Filings and Consents.

       (a) The execution and delivery of this Agreement by the Company does not,
and  the  performance  by the  Company  of its  obligations  hereunder  and  the
consummation of the transactions contemplated hereby will not, (i) conflict with
or violate the  certificate  of  incorporation  or bylaws of the  Company,  (ii)
assuming  that all  Consents and filings  described in Section  3.3(b) have been
obtained or made,  conflict with or violate any Law applicable to the Company or
by which any  property  or asset of the  Company is bound or  affected  or (iii)
result  in  any  violation  pursuant  to  any  material  note,  bond,  mortgage,
indenture,  contract,  agreement,  lease, license, permit or other instrument or
obligation  to which  the  Company  is a party or by which  the  Company  or its
properties may be bound or affected.

       (b) No Consent of, or filing with, any Governmental Entity is required by
the Company in connection with the execution and delivery of this Agreement, the
performance by the Company of its obligations  hereunder or the  consummation by
the Company of the transactions  contemplated hereby,  except for (i) compliance
with  the HSR Act and  (ii)  Consents  or  filings  the  failure  of which to be
obtained  or made  would  not,  individually  or in the  aggregate,  prevent  or
materially delay the consummation of the transactions contemplated hereby or the
performance by the Company of any of its obligations hereunder.

       SECTION  3.4.  Covenants  of  the  Company.  In  addition  to  its  other
agreements and covenants herein, the Company agrees:

       (a) that it will not,  by charter  amendment  or through  reorganization,
consolidation,  merger, dissolution or sale of assets, or by any other voluntary
act,  avoid  or  seek to  avoid  the  observance  or  performance  of any of the
covenants,  stipulations or conditions to be observed or performed  hereunder by
the Company; and

       (b)  promptly  to take all  action as may from  time to time be  required
(including  complying with all  applicable  notification,  filing  reporting and
waiting period  requirements under HSR or otherwise,  and cooperating fully with
Acquisition  Company in preparing any applications or notices and providing such
information  to any  regulatory  authority as it may require) in order to permit
Acquisition  Company to  exercise  the Top-Up  Option and the  Company  duly and
effectively to issue shares of Common Stock pursuant hereto.

                                   ARTICLE IV

        REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION COMPANY

       Parent  and  Acquisition  Company  hereby  represent  and  warrant to the
Company as follows:

       SECTION 4.1. Organization;  Authority Relative to this Agreement. Each of
Acquisition Company and Parent is a corporation duly organized, validly existing
and in good


                                      -5-
<PAGE>

standing  under  the  laws of the  jurisdiction  of its  incorporation.  Each of
Acquisition  Company and Parent has all requisite  corporate power and authority
to execute and deliver this Agreement,  to perform its obligations hereunder and
to consummate the transactions  contemplated  hereby. The execution and delivery
of this  Agreement by  Acquisition  Company and Parent and the  consummation  by
Acquisition Company and Parent of the transactions contemplated hereby have been
duly and validly  authorized  by all necessary  corporate  action on the part of
Acquisition  Company  and  Parent.  This  Agreement  has been  duly and  validly
executed and delivered by Acquisition Company and Parent and constitutes a valid
and binding obligation of Acquisition  Company and Parent,  enforceable  against
each of Acquisition  Company and Parent in accordance with its terms,  except as
such  enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting  creditors'  rights
generally, and by general equitable principles.

       SECTION 4.2. No Conflict; Required Filings and Consents.

       (a) The execution and delivery of this Agreement by  Acquisition  Company
and Parent do not,  and the  performance  by  Acquisition  Company and Parent of
their   obligations   hereunder  and  the   consummation  of  the   transactions
contemplated  hereby will not, (i) conflict with or violate the  certificate  of
incorporation or bylaws of Acquisition Company or Parent, (ii) assuming that all
Consents  and filings  described in Section  4.2(b) have been  obtained or made,
materially conflict with or materially violate any Law applicable to Acquisition
Company or Parent or by which any  property or asset of  Acquisition  Company or
Parent is bound or affected or (iii)  result in any  violation  pursuant to, any
material note, bond, mortgage,  indenture,  contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which Acquisition Company
or Parent is a party or by which  Acquisition  Company or Parent or any of their
respective properties may be bound or affected.

       (b) No Consent of, or filing with, any Governmental Equity is required by
Acquisition  Company or Parent in connection  with the execution and delivery of
this Agreement,  the performance by Acquisition  Company or Parent of any of its
obligations  hereunder or the  consummation by Acquisition  Company or Parent of
the transactions contemplated hereby, except for (i) compliance with the HSR Act
and (ii)  Consents  or filings the failure of which to be obtained or made would
not,  individually  or  in  the  aggregate,  prevent  or  materially  delay  the
consummation  of the  transactions  contemplated  hereby or the  performance  by
Acquisition Company or Parent of any of their respective obligations hereunder.

                                   ARTICLE V

                        COVENANTS OF ACQUISITION COMPANY

       SECTION 5.1.  Distribution.  Acquisition Company shall acquire the Top-Up
Option  Shares  for  investment  purposes  only  (and  only for the  purpose  of
effecting a merger of Acquisition  Company with the Company  pursuant to Section
253 of the Delaware General


                                      -6-
<PAGE>

Corporation  Law)  and not with a view to any sale or  distribution  thereof  in
violation of the Securities Act.

                                   ARTICLE VI

                                  MISCELLANEOUS

       SECTION 6.1.  Amendment.  This  Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

       SECTION  6.2.  Waiver.  Any party  hereto  may (a) extend the time for or
waive  compliance  with the  performance  of any  obligation or other act of any
other  party  hereto or (b)  waive any  inaccuracy  in the  representations  and
warranties  contained herein or in any document  delivered  pursuant hereto. Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed by the party or parties to be bound  thereby.  The failure of any
party to this  Agreement  to assert any of its rights  under this  Agreement  or
otherwise shall not constitute a waiver of those rights.

       SECTION 6.3. Fees and Expenses. Except as otherwise provided herein or in
Section 8.3 of the Merger  Agreement,  all costs,  fees and expenses incurred in
connection  with  this  Agreement  shall  be paid by the  party  incurring  such
expenses.

       SECTION 6.4. Notices. All notices,  requests,  claims,  demands and other
communications  hereunder  shall be in  writing  and  shall be  deemed  given if
delivered  personally  or sent by telecopy or by  overnight  courier  (providing
proof of delivery) to the respective  parties at their addresses as specified in
Section 9.4 of the Merger Agreement.

       SECTION  6.5.  Severability.  If any  term  or  other  provision  of this
Agreement is invalid,  illegal or incapable of being enforced by any rule of Law
or public policy,  all other  conditions and provisions of this Agreement  shall
nevertheless  remain in full force and effect so long as the  economic  or legal
substance of the transactions  contemplated hereby is not affected in any manner
materially  adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall  negotiate  in good  faith to modify  this  Agreement  so as to effect the
original  intent of the parties as closely as possible in a mutually  acceptable
manner to the  fullest  extent  permitted  by  applicable  Law in order that the
transactions  contemplated hereby may be consummated as originally  contemplated
to the fullest extent possible.

       SECTION 6.6. Assignment,  Binding Effect; Benefit. Neither this Agreement
nor any of the rights,  interests or obligations hereunder shall be assigned, in
whole or in part, by operation of law or otherwise, by any of the parties hereto
without the prior written consent of the other parties,  except that Acquisition
Company may assign, in its discretion,  any or all of its rights,  interests and
obligations  hereunder  to  Parent  or any  direct  or  indirect  subsidiary  of
Acquisition Company, but no such assignment shall relieve Acquisition Company of
any of its  obligations  hereunder.  Subject  to the  preceding  sentence,  this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by,
the  parties  hereto and their  respective


                                      -7-
<PAGE>

successors and permitted  assigns.  Notwithstanding  anything  contained in this
Agreement to the contrary,  nothing in this  Agreement,  express or implied,  is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

       SECTION  6.7.  Governing  Law.  This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of Delaware,  without giving
effect to the principles of conflicts of laws thereof.

       SECTION 6.8. ENFORCEMENT. THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD
OCCUR  IN THE  EVENT  THAT  ANY OF THE  PROVISIONS  OF THIS  AGREEMENT  WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT
IS  ACCORDINGLY  AGREED THAT THE PARTIES  SHALL BE ENTITLED TO AN  INJUNCTION OR
INJUNCTIONS TO PREVENT  BREACHES OF THIS  AGREEMENT AND TO ENFORCE  SPECIFICALLY
THE TERMS AND  PROVISIONS OF THIS AGREEMENT IN ANY COURT OF THE UNITED STATES OR
ANY STATE  HAVING  JURISDICTION,  THIS BEING IN ADDITION TO ANY OTHER  REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.

       SECTION  6.9.  Headings.  The  descriptive  headings  contained  in  this
Agreement are included for  reference  purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

       SECTION 6.10. Counterparts.  This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts,  all of which
shall be considered one and the same  agreement and shall become  effective when
one or more  counterparts  have been signed by each of the parties and delivered
to the other  parties,  it being  understood  that all parties need not sign the
same counterpart.

       SECTION 6.11.  Entire  Agreement.  This Agreement  constitutes the entire
agreement, and supersedes all prior agreements and understandings,  both written
and  oral,  among  the  parties  with  respect  to the  subject  matter  of this
Agreement.


                                      -8-
<PAGE>

       IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to be
executed by their respective  officers thereunto duly authorized,  all as of the
date first written above.

                                     PLAYCORE HOLDINGS, INC.



                                     By: /s/
                                     Name:
                                     Title:



                                     Jasdrew Acquisition Company



                                     By: /s/
                                     Name:
                                     Title:



                                     PLAYCORE, INC.



                                     By: /s/
                                     Name:
                                     Title: