EXECUTION COPY


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                            STOCK PURCHASE AGREEMENT


                                      AMONG


                            PLAYCORE HOLDINGS, INC.,

                           JASDREW ACQUISITION CORP.,

                                 PLAYCORE, INC.,


                                       AND


                         THE STOCKHOLDERS LISTED HEREIN




                           dated as of April 13, 2000


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<PAGE>
                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
1.   Definitions..............................................................1
2.   Purchase of Purchase Shares and Securities...............................2
     2.1   Purchase of Purchase Shares........................................2
     2.2   Purchase of Securities.............................................3
     2.3   Purchase Price and Securities Purchase Price.......................3
     2.4   Purchase Closing...................................................3
     2.5   Payment of Purchase Price and Securities
           Purchase Price.....................................................3
     2.6   Conversion of Securities...........................................4

3.   Other Covenants, Representations and Warranties of
     Stockholders.............................................................4
     3.1   Ownership of Securities............................................4
     3.2   Power; Binding Agreement...........................................4
     3.3   No Conflicts.......................................................5
     3.4   No Encumbrances....................................................5
     3.5   No Solicitation....................................................5
     3.6   Restriction on Transfer, Proxies and
           Non-Interference...................................................6
     3.7   Waiver of Appraisal Rights.........................................6
     3.8   Reliance by Acquisition Company....................................6
     3.9   Further Assurances.................................................6
     3.10  No Finder's Fees...................................................6

4.   Parent and Acquisition Company Representations,
     Warranties and Covenants.................................................7

5.   Provisions Concerning Company Common Stock...............................7

6.   Conduct as to Subject Securities.........................................8
     6.1   Permission to Disclose.............................................8
     6.2   Stop Transfer; Changes in Shares...................................8

7.   Conduct as a Director....................................................8

8.   Miscellaneous............................................................8
     8.1   Entire Agreement...................................................8

                                      (i)
<PAGE>

     8.2   Certain Events.....................................................8
     8.3   Assignment.........................................................9
     8.4   Amendments, Waivers, Etc...........................................9
     8.5   Notices............................................................9
     8.6   Severability......................................................11
     8.7   Specific Performance..............................................11
     8.8   Remedies Cumulative...............................................11
     8.9   No Waiver.........................................................11
     8.10  No Third Party Beneficiaries......................................12
     8.11  Governing Law.....................................................12
     8.12  Jurisdiction......................................................12
     8.13  Descriptive Headings..............................................12
     8.14  Counterparts; Effectiveness.......................................12
     8.15  Termination.......................................................12
     8.17  Irrevocable Proxy.................................................12


                                    EXHIBITS
                                    --------

Exhibit A - Form of Irrevocable Proxy


                                    SCHEDULES
                                    ---------

Schedule 1 - List of Stockholders and Securities Ownership


                                      (ii)
<PAGE>

                            STOCK PURCHASE AGREEMENT


         STOCK PURCHASE AGREEMENT dated April 13, 2000, among PlayCore Holdings,
Inc., a Delaware corporation  ("Parent"),  Jasdrew Acquisition Corp., a Delaware
corporation  and a wholly-owned  subsidiary of Parent  ("Acquisition  Company"),
PlayCore,  Inc., a Delaware  corporation (the "Company"),  and the other parties
signatory   hereto   (individually  a  "Stockholder"   and   collectively,   the
"Stockholders").

                                   WITNESSETH:

     WHEREAS,   concurrently  herewith,  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"), pursuant to
which  Acquisition  Company  will be  merged  with  and into  the  Company  (the
"Merger"); and

     WHEREAS,  as an  inducement  and a condition  to  entering  into the Merger
Agreement,  the parties  hereto have required that they agree,  and such parties
have agreed, to enter into this Agreement;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual premises,
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto, intending to be legally bound, hereby agree as follows:

     1. Definitions. For purposes of this Agreement:

          1.1.  "Acquisition  Company"  shall have the  meaning set forth in the
recitals hereto.

          1.2.  "Company"  shall  have the  meaning  set  forth in the  recitals
hereto.

          1.3.  "Company  Common Stock" shall mean at any time the Common Stock,
$.01 par value, of the Company.

          1.4.  "Existing  Shares" shall mean, with respect to any  Stockholder,
the  number  of  shares  of  Company   Common  Stock  set  forth  opposite  such
Stockholder's name on Schedule 1 hereto.

          1.5. "Merger" shall have the meaning set forth in the recitals hereto.

          1.6.  "Merger  Agreement"  shall  have the  meaning  set  forth in the
recitals hereto.

          1.7. "Notice" shall have the meaning set forth in Section 2.4 hereto.
<PAGE>

          1.8. "Parent" shall have the meaning set forth in the recitals hereto.

          1.9. "Proxy" shall have the meaning set forth in Section 8.16 hereto.

          1.10.  "Purchase  Closing" shall have the meaning set forth in Section
2.4 hereto.

          1.11. "Purchase Price" shall have the meaning set forth in Section 2.3
hereto.

          1.12.  "Purchase  Price Per Share" shall have the meaning set forth in
Section 2.3 hereto.

          1.13.  "Purchase  Securities"  shall  have the  meaning  set  forth in
Section 2.2 hereto.

          1.14.  "Purchase  Shares" shall mean, with respect to any Stockholder,
the Existing Shares and any Shares acquired by such  Stockholder  after the date
hereof.

          1.15.  "Securities"  shall mean  securities  of the Company other than
Company Common Stock.

          1.16.  "Securities Purchase Price" shall have the meaning set forth in
Section 2.3 hereto.

          1.17. "Shares" shall mean shares of Company Common Stock.

          1.18.  "Stockholder"  shall have the meaning set forth in the recitals
hereto.

          1.19.  "Subject  Securities"  shall mean the  Purchase  Shares and the
Securities.

          1.20.  "Termination  Date" shall have the meaning set forth in Section
8.15 hereto.

          1.21. Capitalized Terms. Capitalized terms used and not defined herein
have the respective meanings ascribed to them in the Merger Agreement.

     2.   Purchase of Purchase Shares and Securities.

          2.1 Purchase of Purchase  Shares.  Subject to the terms and provisions
of this Agreement,  at the Purchase Closing,  Acquisition  Company agrees to and
shall purchase from each  Stockholder and each  Stockholder  agrees to and shall
sell to Acquisition Company all of such Stockholder's  right, title and interest
in and to the Purchase Shares for the  consideration  specified below in Section
2.3.


                                      -2-
<PAGE>

          2.2 Purchase of  Securities.  Subject to the terms and  provisions  of
this Agreement, at the Purchase Closing, Acquisition Company agrees to and shall
purchase from each Stockholder and each Stockholder  agrees to and shall sell to
Acquisition  Company all of such Stockholder's  right, title and interest in and
to  all  outstanding   Securities  owned  by  such  Stockholder  (the  "Purchase
Securities") for the consideration specified below in Section 2.3.

          2.3  Purchase   Price  and   Securities   Purchase   Price.   In  full
consideration  for the  Purchase  Shares,  Acquisition  Company  shall  pay each
Stockholder a cash purchase price per share of Company Common Stock equal to the
highest cash price paid by  Acquisition  Company or the Company  pursuant to the
Offer, the Merger or otherwise (other than pursuant to Section 3.2 of the Merger
Agreement and other than in the  settlement or other  resolution of  litigation)
(the "Purchase Price Per Share", and as an aggregate,  the "Purchase Price"). In
full consideration for the Purchase Securities, Acquisition Company shall pay to
each Stockholder a cash purchase price equal to the Purchase Price Per Share for
each share of Company Common Stock such Stockholder would have received had such
Stockholder  exercised or converted such Purchase Securities into Company Common
Stock, net of any cost of such exercise or conversion (the "Securities  Purchase
Price").

          2.4  Purchase  Closing.  Subject to the terms and  conditions  of this
Agreement,  the closing of the purchase and sale of the Purchase  Shares and the
Purchase  Securities  provided for herein (the "Purchase Closing") will occur on
the first  business  day after the  Acceptance  Date,  or on such  other date as
Acquisition  Company and the  Stockholders may mutually  determine.  Acquisition
Company  shall  send  a  written  notice  (the  "Notice")  to  the  Stockholders
identifying  the place for the Purchase  Closing not less than two business days
prior to the Purchase Closing.

          2.5 Payment of  Purchase  Price and  Securities  Purchase  Price.  The
payment of the Purchase Price and the aggregate  Securities Purchase Price shall
be made by Acquisition  Company by wire transfer in immediately  available funds
on the date of the  Purchase  Closing,  and each  Stockholder's  portion  of the
Purchase Price and the aggregate  Securities Purchase Price shall be directed to
the  account of such  Stockholder  specified  on  Schedule  1 hereto;  provided,
however,  that, in the event the Purchase Price Per Share is increased after the
Purchase  Closing pursuant to Section 2.3, the aggregate amount of such increase
per Share shall be paid to each  Stockholder in immediately  available  funds at
the earliest of (a) within one business day after the Effective  Time or (b) the
date of any earlier payment of such increased Purchase Price Per Share.

          2.6 Conversion of Securities.  The Company shall permit  exercises and
conversions of the Purchase  Securities and shall cause shares of Company Common
Stock to be issued to


                                      -3-
<PAGE>

Acquisition  Company if Acquisition  Company  purchases the Purchase  Securities
immediately upon any such exercise or conversion.

     3. Other Covenants,  Representations  and Warranties of Stockholders.  Each
Stockholder  hereby  represents,  warrants  and  covenants,  severally  and  not
jointly, to Parent with respect to such Stockholder as follows:

          3.1 Ownership of Securities.  Stockholder is the record and beneficial
owner of the number of Subject  Securities set forth opposite such Stockholder's
name on Schedule 1 hereto. On the date hereof,  the Subject Securities set forth
opposite  such  Stockholder's  name on Schedule 1 hereto  constitute  all of the
Subject  Securities and Shares owned of record by such Stockholder.  Stockholder
has sole voting power and sole power to issue  instructions  with respect to the
matters set forth in this Agreement and the Proxy (as defined below), sole power
of  disposition,  sole power of exercise  and  conversion,  sole power to demand
appraisal rights and sole power to agree to all of the matters set forth in this
Agreement and Proxy, in each case with respect to all of the Subject  Securities
set forth opposite Stockholder's name on Schedule 1 hereto, with no limitations,
qualifications or restrictions on such rights,  subject to applicable securities
laws and the terms of this Agreement and the Proxy.

          3.2 Power;  Binding  Agreement.  Stockholder  has the legal  capacity,
power and authority to enter into and perform all of  Stockholder's  obligations
under this Agreement and the Proxy.  The execution,  delivery and performance of
this Agreement and the Proxy have been duly  authorized by such  Stockholder and
do not and will not violate any other agreement to which  Stockholder is a party
or by which any of such Stockholder's  Subject Securities are bound,  including,
without  limitation,  any voting  agreement,  stockholders  agreement  or voting
trust.  This  Agreement  and the Proxy have been duly and validly  executed  and
delivered by  Stockholder  and constitute  valid and binding  agreements of such
Stockholder,  enforceable  against such  Stockholder  in  accordance  with their
terms,  except as  enforceability  may be  limited  by  bankruptcy,  insolvency,
reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally and by general equitable  principles  (regardless of
whether such  enforceability is considered in a proceeding in equity or at law).
There is no  beneficiary  or  holder  of a  voting  trust  certificate  or other
interest of any trust of which  Stockholder is trustee whose consent is required
for the execution and delivery of this Agreement,  the Proxy or the consummation
by the Stockholder of the transactions contemplated hereby and thereby.

          3.3 No  Conflicts.  Except for filings under the HSR Act, the Exchange
Act and any applicable  state antitrust laws, (a) no filing with, and no permit,
authorization,  consent or  approval  of, any state or  federal  public  body or
authority or any


                                      -4-
<PAGE>

other person is necessary for the  execution of this  Agreement and the Proxy by
Stockholder and the consummation by Stockholder of the transactions contemplated
hereby and thereby and (b) none of the execution and delivery of this  Agreement
and the  Proxy by  Stockholder,  the  consummation  by such  Stockholder  of the
transactions  contemplated  hereby and thereby or compliance by Stockholder with
any of the provisions hereof or thereof shall (i) conflict with or result in any
breach of any applicable organizational documents of Stockholder, (ii) result in
a violation or breach of, or constitute (with or without notice or lapse of time
or both) a  default  (or give  rise to any  third  party  right of  termination,
cancellation,  material  modification or  acceleration)  under any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
contract, commitment, arrangement,  understanding, agreement or other instrument
or  obligation  of any kind to  which  Stockholder  is a party or by which  such
Stockholder or any of such  Stockholder's  properties or assets may be bound, or
(iii) violate any order, writ,  injunction,  decree,  judgment,  order, statute,
rule or regulation applicable to Stockholder or any of Stockholder's  properties
or assets.

          3.4 No Encumbrances.  Except pursuant to this Agreement and the Proxy,
Stockholder's Subject Securities and the certificates  representing such Subject
Securities  are now,  and at all times  during the term  hereof will be, held by
such  Stockholder,  or by a  nominee  or  custodian  for  the  benefit  of  such
Stockholder,  and will be transferred to Acquisition  Company or the Company (as
the case may be) at the Purchase Closing, free and clear of all claims, options,
third party rights, Liens, hypothecations,  security interests,  proxies, voting
trusts or agreements,  understandings or arrangements or any other  encumbrances
whatsoever, except for any such encumbrances or proxies arising hereunder.

          3.5 No  Solicitation.  Until the earlier of the Effective  Time or the
Termination Date,  Stockholder  shall not, in its capacity as such,  directly or
indirectly,  solicit (including by way of furnishing  information) or respond to
any  inquires or the making of any  proposal  by any person or entity,  or enter
into any negotiations,  agreements or understandings with any Person (other than
Parent,  Acquisition  Company or a Person  designated by Parent) with respect to
the Company that constitutes an Acquisition  Proposal.  If Stockholder  receives
any such inquiry or proposal in its capacity as a Stockholder,  then Stockholder
shall promptly inform Parent of the existence  thereof,  specifying  therein the
details thereof and the name of the Person making such inquiry or proposal.

          3.6 Restriction on Transfer,  Proxies and Non-Interference.  Beginning
on the date  hereof  and  ending on the  earlier  of the  Effective  Time or the
Termination  Date,  except as  required to comply  with the  provisions  of this
Agreement or the Proxy, the Stockholder shall not: (a) directly or indirectly,


                                      -5-
<PAGE>

offer for sale, sell, transfer,  tender, pledge,  encumber,  assign or otherwise
dispose  of, or enter  into any  contract  or option  with  respect to the sale,
transfer, tender, pledge,  encumbrance,  assignment or other disposition of, any
or all of such  Stockholder's  Subject  Securities or any interest therein;  (b)
grant any proxies or powers of attorney,  deposit any Subject  Securities into a
voting  trust or enter  into a voting  agreement  with  respect  to any  Subject
Securities;  (c) take any action that would make any  representation or warranty
of such  Stockholder  contained herein untrue or incorrect or have the effect of
preventing or disabling  Stockholder from performing  Stockholder's  obligations
under this  Agreement  or the Proxy;  or (d) acquire any  Company  Common  Stock
(other than acquisition upon exercise or conversion of Securities).

          3.7 Waiver of Appraisal  Rights.  Each  Stockholder  hereby waives any
rights of appraisal or rights to dissent  from the Merger that  Stockholder  may
have with respect to any Purchase Shares.

          3.8 Reliance by Parent. Each Stockholder  understands and acknowledges
that Parent is entering into, and causing Acquisition Company to enter into, the
Merger Agreement in reliance upon  Stockholder's  execution and delivery of this
Agreement and the Proxy.

          3.9 Further  Assurances.  From time to time and until the  Termination
Date, at any other party's request and without further consideration, each party
hereto shall  execute and deliver such  additional  documents  and take all such
further lawful action as may be reasonably  necessary or desirable to consummate
and make effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement and the Proxy.

          3.10 No Finder's  Fees.  Other than  existing  financial  advisory and
investment banking  arrangements and agreements entered into by the Company,  no
broker,  investment banker, financial adviser or other person is entitled to any
broker's,  finder's,  financial  adviser's or other similar fee or commission in
connection with the  transactions  contemplated  hereby based upon  arrangements
made by or on behalf of such Stockholder.

          4. Parent and  Acquisition  Company  Representations,  Warranties  and
Covenants.  Parent and Acquisition  Company hereby represent and warrant to each
Stockholder as to the matters set forth in Article V of the Merger Agreement, as
if such  representations  and  warranties  had been set forth in their  entirety
herein and addressed to each Stockholder.

          5. Provisions Concerning Company Common Stock. Each Stockholder hereby
agrees  that,  during the period  commencing  on the date hereof and  continuing
until the first to occur of the Effective Time or the  Termination  Date, at any
meeting of the holders of Company Common Stock, however called, or in connection


                                      -6-
<PAGE>

with  any  written  consent  of  the  holders  of  Company  Common  Stock,  such
Stockholder  shall vote (or cause to be voted) the Purchase Shares including any
Shares acquired by such Stockholder  after the date hereof:  (a) in favor of the
Merger,  the execution  and delivery by the Company of the Merger  Agreement and
the approval of the terms thereof and each of the other actions  contemplated by
the Merger  Agreement and this Agreement and any actions required in furtherance
thereof and hereof;  (b)  against any action,  any failure to act, or  agreement
that would result in a breach in any respect of any covenant,  representation or
warranty or any other  obligation  or agreement of the Company  under the Merger
Agreement or this Agreement  (before giving effect to any materiality or similar
qualifications  contained  therein);  and (c) except as  otherwise  agreed to in
writing in advance by Parent,  against  the  following  actions  (other than the
Merger  and the  transactions  contemplated  by the Merger  Agreement):  (i) any
extraordinary  corporate transaction,  such as a merger,  consolidation or other
business  combination  involving  the Company or any of its  Subsidiaries;  (ii)
declaration  of any dividend or issuance of any securities of the Company (other
than upon exercise or conversion  of  Securities  outstanding  prior to the date
hereof)  or any of its  Subsidiaries,  (iii)  a sale,  lease  or  transfer  of a
material   amount  of  assets  of  the  Company  or  its   Subsidiaries,   or  a
reorganization,  recapitalization,  dissolution or liquidation of the Company or
its  Subsidiaries;  (iv)  (A)  any  change  in a  majority  of the  persons  who
constitute the board of directors of the Company;  (B) any change in the present
capitalization  of the Company or any amendment of the Company's  Certificate of
Incorporation  or  Bylaws;  (C)  any  other  material  change  in the  Company's
corporate  structure or business;  or (D) any other action involving the Company
or its  Subsidiaries  which is intended,  or could  reasonably  be expected,  to
impede,  interfere with,  delay,  postpone,  or materially  adversely affect the
Merger and the  transactions  contemplated by, or which would result in a breach
of, this Agreement and the Merger  Agreement.  Each  Stockholder  agrees that it
shall not enter into any agreement with any Person prior to the Termination Date
the effect of which would be to violate the provisions and agreements  contained
in this Section 5.

     6.   Conduct as to Subject Securities.

          6.1 Permission to Disclose.  Each Stockholder  hereby agrees to permit
Parent and  Acquisition  Company to publish and disclose in any documents  filed
with any  Governmental  or Regulatory  Authority in connection  with the Merger,
including the Proxy Statement  (including all documents and schedules filed with
the SEC),  its identity and ownership of Company Common Stock and Securities and
the  nature of its  commitments,  arrangements  and  understandings  under  this
Agreement.

          6.2 Stop Transfer;  Changes in Shares.  Each Stockholder  agrees with,
and covenants to, Parent that beginning on the date hereof until the Termination
Date,  such  Stockholder  shall not request  that the  Company,  and the Company
hereby agrees


                                      -7-
<PAGE>

with,  and covenants to, Parent that  beginning on the date hereof and ending on
the  Termination  Date  it  will  not,  register  the  transfer  (book-entry  or
otherwise) of any certificate or  uncertificated  interest  representing  any of
such  Stockholder's  Subject  Securities,   unless  such  transfer  is  made  in
compliance with this Agreement.  In the event of a dividend or distribution,  or
any change in the  Company  Common  Stock by reason of any  dividend,  split-up,
recapitalization, combination, exchange of shares or the like, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such dividends
and  distributions  and any  shares  into  which or for  which any or all of the
Shares may be changed or  exchanged  and the  Purchase  Price Per Share shall be
appropriately adjusted.

     7. Conduct as a Director. Notwithstanding anything in this Agreement to the
contrary, the covenants and agreements set forth herein shall not prevent any of
the  Stockholders'  designees  serving on the Company's  Board of Directors from
taking any action, subject to the applicable provisions of the Merger Agreement,
while acting in such designee's capacity as a director of the Company; provided,
that, such action shall not in any manner affect Stockholders' obligations under
this Agreement or the Proxy.

     8. Miscellaneous.

          8.1  Entire  Agreement.  This  Agreement,  the  Proxy  and the  Merger
Agreement  constitute the entire agreement among the parties with respect to the
subject   matter   hereof  and  supersede   all  other  prior   agreements   and
understandings,  both written and oral, among any of the parties with respect to
the subject matter hereof.

          8.2 Certain Events.  Each  Stockholder  agrees that this Agreement and
the Proxy and the  obligations  hereunder  and  thereunder  shall attach to such
Stockholder's  Subject Securities and shall be binding upon any person or entity
to which legal or beneficial ownership of such Securities shall pass, whether by
operation of law or otherwise, including, without limitation, such Stockholder's
heirs, guardians, administrators or successors.  Notwithstanding any transfer of
Subject  Securities,  the transferor  shall remain liable for the performance of
all obligations of the transferor under this Agreement.

          8.3 Assignment. This Agreement shall not be assigned without the prior
written  consent of the other  parties  hereto  and no rights,  or any direct or
indirect  interest  herein,  shall be transferable  hereunder  without the prior
written consent of the other parties hereto; provided, that, Acquisition Company
may assign or  transfer  its rights  hereunder  to any other  Person  that is an
Affiliate of Parent,  which  assignment  shall not relieve  Parent of any of its
respective obligations hereunder.


                                      -8-
<PAGE>

          8.4  Amendments,  Waivers,  Etc.  This  Agreement  may not be amended,
changed,  supplemented,  waived or otherwise modified or terminated, except upon
the execution and delivery of a written agreement executed by all of the parties
to this Agreement.

          8.5  Notices.  All  notices,   requests,  claims,  demands  and  other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy,  or by mail (registered or certified mail, postage prepaid,  return
receipt  requested)  or by  any  courier  services,  such  as  Federal  Express,
providing proof of delivery. All communications  hereunder shall be delivered to
the respective parties at the following addresses:

     If to Stockholders:   At the addresses set forth on Schedule 1 hereto
                                                         ----------

     with a copy to:       Latham & Watkins
                           233 South Wacker Drive
                           Suite 5800
                           Chicago, Illinois 60606
                           Attention:  Mark D. Gerstein
                           Telephone:  (312) 876-7700
                           Telecopy:   (312) 993-9767

     If to Parent or Acquisition Company:

                           Chartwell Investments II LLC
                           717 Fifth Avenue
                           23rd Floor
                           New York, New York 10022
                           Attention:  Michael S. Shein
                           Telephone:  (212) 521-5500
                           Telecopy:   (212) 521-5533

     with a copy to:       Akin, Gump, Strauss, Hauer
                             & Feld, L.L.P.
                           1333 New Hampshire Avenue, N.W.
                           Suite 400
                           Washington, D.C. 20036
                           Attention:  Russell W. Parks, Jr.
                           Telephone:  (202) 887-4092
                           Telecopy:   (202) 887-4288

     If to the Company:    PlayCore, Inc.
                           Riverfront Center, Suite 204
                           15 West Milwaukee Street
                           Janesville, Wisconsin  53545
                           Attention:
                           Telephone:  (608) 741-7183
                           Telecopy:   (608) 741-7191


                                      -9-
<PAGE>



     with a copy to:       Foley & Lardner
                           Firstar Center
                           777 East Wisconsin Avenue
                           Milwaukee, WI  53202-5367
                           Attention:  Benjamin F. Garmer, III
                           Telephone:  (414) 297-5675
                           Telecopy:  (414) 297-4900

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

          8.6 Severability.  Whenever possible, each provision or portion of any
provision of this  Agreement and the Proxy will be interpreted in such manner as
to be effective and valid under  applicable  law but if any provision or portion
of any provision of this  Agreement or the Proxy is held to be invalid,  illegal
or  unenforceable  in any  respect  under  any  applicable  law or  rule  in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any other provision or portion of any provision in such  jurisdiction,  and this
Agreement  and the  Proxy  will be  reformed,  construed  and  enforced  in such
jurisdiction as if such invalid,  illegal or unenforceable  provision or portion
of any provision had never been contained herein.

          8.7 Specific  Performance.  Each of the parties hereto  recognizes and
acknowledges  that a breach by it of any  covenants or  agreements  contained in
this Agreement or the Proxy will cause the other parties to sustain  damages for
which it  would  not have an  adequate  remedy  at law for  money  damages,  and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved parties shall be entitled to the remedy of specific performance of
such  covenants and agreements  and  injunctive  and other  equitable  relief in
addition to any other remedy to which they may be entitled, at law or in equity.

          8.8 Remedies  Cumulative.  All rights,  powers and  remedies  provided
under this  Agreement or the Proxy or otherwise  available in respect  hereof at
law or in equity shall be cumulative  and not  alternative,  and the exercise of
any thereof by any party shall not preclude the  simultaneous  or later exercise
of any other such right, power or remedy by such party.

          8.9 No Waiver.  The failure of any party hereto to exercise any right,
power or  remedy  provided  under  this  Agreement  or the  Proxy  or  otherwise
available in respect hereof at law or in equity, or to insist upon compliance by
any other party hereto with its  obligations  hereunder or  thereunder,  and any
custom or practice of the parties at variance  with the terms hereof or thereof,
shall not constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.


                                      -10-
<PAGE>

          8.10 No Third Party  Beneficiaries.  This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or entity who
or which is not a party hereto.

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

          8.12  Jurisdiction.  Each  party  hereby  irrevocably  submits  to the
exclusive  jurisdiction  of the United States District Court for the District of
Delaware or any court of the State of Delaware located in the City of Wilmington
in any action,  suit or proceeding  arising in connection with this Agreement or
the Proxy, and agrees that any such action,  suit or proceeding shall be brought
only in such court (and waives any  objection  based on forum non  conveniens or
any other objection to venue therein);  provided,  however, that such consent to
jurisdiction  is solely for the  purpose  referred to in this  Section  8.12 and
shall  not be  deemed to be a general  submission  to the  jurisdiction  of said
Courts or in the State of Delaware other than for such purposes.

          8.13 Descriptive  Headings.  The descriptive  headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

          8.14  Counterparts;  Effectiveness.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement. Notwithstanding the
foregoing,  this Agreement  shall not be effective as to any  Stockholder  until
executed by all parties hereto.

          8.15 Termination. This Agreement will automatically terminate upon the
termination of the Merger Agreement for any reason (the date of such termination
being referred to herein as the "Termination Date").

          8.16   Irrevocable   Proxy.   Each  Stockholder   acknowledges   that,
concurrently with the execution of this Agreement, it has executed and delivered
to  Acquisition  Company an  Irrevocable  Proxy,  the form of which is  attached
hereto as Exhibit A hereto (the "Proxy").


                                      -11-
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

"PARENT"                                 PLAYCORE HOLDINGS, INC.


                                         By: /s/
                                            -----------------------------------
                                         Name:________________________________
                                         Title:_______________________________


"ACQUISITION COMPANY"                    JASDREW ACQUISITION CORP.


                                         By: /s/
                                            -----------------------------------
                                         Name:________________________________
                                         Title:_______________________________


"COMPANY"                                PLAYCORE, INC.


                                         By: /s/
                                            -----------------------------------
                                         Name:________________________________
                                         Title:_______________________________


"STOCKHOLDER"                            GREENGRASS HOLDINGS



                                         By: /s/
                                            -----------------------------------
                                         Name:________________________________
                                         Title:_______________________________

<PAGE>

                                  SCHEDULE 1 TO

                            STOCK PURCHASE AGREEMENT
                            ------------------------

--------------------------------------------------------------------------------
                                        Number of Warrants
                                       (and Shares into which
Name, Address and Bank   Number of        such Warrants are          Amount of
Account of Stockholder  Shares Owned       exercisable)             Debentures
--------------------------------------------------------------------------------
GreenGrass Holdings       5,345,905     1 Warrant to purchase     $7,257,912.86
                                         50,000 Shares             convertible
                                                                   into
                                                                   1,376,568
                                                                   Shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------



                                  Schedule 1-1
<PAGE>

                                    EXHIBIT A

                           to Stock Purchase Agreement

                                IRREVOCABLE PROXY


     The undersigned stockholder of PlayCore,  Inc., a Delaware corporation (the
"Company"),  hereby  irrevocably  (to the fullest  extent  provided by law,  but
subject to automatic  termination  and  revocation as provided  below)  appoints
Jasdrew Acquisition Corp., a Delaware  corporation (the "Acquisition  Company"),
the attorney and proxy of the  undersigned,  with full power of substitution and
resubstitution,  to the full extent of the undersigned's  rights with respect to
the shares of capital  stock of the Company owned  beneficially  or of record by
the  undersigned,  which shares are listed on the final page of this Proxy,  and
any and all other shares or  securities  of the Company  issued or issuable with
respect  thereof  or  otherwise  acquired  by  stockholder  on or after the date
hereof,  until the Termination Date (as defined in the Stock Purchase  Agreement
referred to below), in all instances (the "Shares").  Upon the execution hereof,
all prior proxies given by the undersigned with respect to the Shares are hereby
revoked and no subsequent proxies will be given as to the matters covered hereby
prior to the Termination  Date. This proxy is irrevocable (to the fullest extent
provided by law, but subject to automatic termination and revocation as provided
below),  coupled with an interest,  and is granted in connection  with the Stock
Purchase  Agreement,  dated as of April 13,  2000,  among the  Company,  Parent,
Acquisition   Company  and  the  Stockholders   party  thereto,   including  the
undersigned  stockholder (the "Stock Purchase Agreement",  capitalized terms not
otherwise defined herein being used herein as therein  defined),  and is granted
in consideration  of the Company entering into the Merger Agreement  referred to
therein.

     The  attorney  and proxy named above will be empowered at any time prior to
the Termination Date to exercise all voting and other rights with respect to the
Shares (including,  without limitation, the power to execute and deliver written
consents with respect to the Shares) of the undersigned at every annual, special
or adjourned meeting of shareholders of the Company and in every written consent
in lieu of such a  meeting,  or  otherwise:  (i) in  favor  of the  Merger,  the
execution  and delivery by the Company of the Merger  Agreement and the approval
of the terms  thereof  and the Stock  Purchase  Agreement  and each of the other
actions  contemplated by the Merger  Agreement and the Stock Purchase  Agreement
and any actions required in furtherance  thereof;  (ii) against any action,  any
failure to act, or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of the
Company  under the Merger  Agreement  or the Stock  Purchase  Agreement  (before
giving effect to any materiality or similar  qualifications  contained therein);
and  (iii)  against  the  following  actions  (other  than  the  Merger  and the
transactions  contemplated


                                      A-1
<PAGE>

by the Merger Agreement): (A) any extraordinary corporate transaction, such as a
merger, consolidation or other business combination involving the Company or any
of its  Subsidiaries;  (B) declaration of any dividend or issuance of any equity
securities of the Company  (other than upon exercise or conversion of Securities
outstanding  prior to the date hereof) or any of its  Subsidiaries;  (C) a sale,
lease  or  transfer  of a  material  amount  of  assets  of the  Company  or its
Subsidiaries, or a reorganization,  recapitalization, dissolution or liquidation
of the  Company or its  Subsidiaries;  (D) (1) any  change in a majority  of the
persons who constitute the board of directors of the Company;  (2) any change in
the present  capitalization  of the Company or any  amendment  of the  Company's
Certificate of  Incorporation  or Bylaws;  (3) any other material  change in the
Company's corporate structure or business; or (4) any other action involving the
Company or its Subsidiaries which is intended,  or could reasonably be expected,
to impede,  interfere with, delay,  postpone, or materially adversely affect the
Merger and the  transactions  contemplated by, or which would result in a breach
of, this Agreement and the Merger Agreement.

     The attorney and proxy named above may only exercise this proxy to vote the
Shares subject hereto in accordance  with the preceding  paragraph,  and may not
exercise this proxy in respect of any other matter. The undersigned  shareholder
may vote the  Shares (or grant one or more  proxies  to vote the  Shares) on all
other matters.

     Any  obligation  of the  undersigned  hereunder  shall be binding  upon the
successors and assigns of the undersigned.


                                      A-2
<PAGE>

     This proxy is irrevocable, but shall automatically terminate and be revoked
and be of no further  force and effect upon  termination  of the Stock  Purchase
Agreement on the Termination Date.



Dated:  April ____, 2000                 STOCKHOLDER



                                         By:__________________________________
                                         Name:________________________________
                                         Title:_______________________________

Shares Owned: ______________



                                      A-3