FOURTH AMENDMENT, dated as of December 30, 1998 (this
        "Fourth Amendment"), to the CREDIT AGREEMENT, dated as of
        June 12, 1997, among:

(a)	HEDSTROM CORPORATION, a Delaware corporation (the "Borrower");

(b)	HEDSTROM HOLDINGS, INC., a Delaware corporation (the "Parent");

(c)	the Lenders from time to time parties thereto;

(d)     SOCIETE GENERALE, as Documentation Agent for the Lenders;

(e)	UBS SECURITIES LLC, as Syndication Agent for the Lenders; and

(f)	CREDIT SUISSE FIRST BOSTON, as Administrative Agent for the Lenders.


                             W I T N E S S E T H :


         WHEREAS, the parties hereto wish to amend certain provisions
         of the Credit Agreement on the terms set forth herein;

         NOW, THEREFORE, in consideration of the premises and of the
         mutual agreements herein contained, the parties hereto agree as
         follows:

         Definitions.  Unless otherwise defined herein, terms defined
         in the Credit Agreement shall be used as so defined.

         Amendment to Subsection 1.1 of the Credit Agreement.  Subsection
         1.1 of the Credit Agreement is hereby amended by deleting in its
         entirety the definition of  "Applicable Margin" and by adding the
         following definition in lieu thereof:

         "Applicable Margin':  with respect to (a) Tranche B Loans,
         (i) 3.50% per annum, in the case of Eurodollar Loans and (ii) 2.50%
         per annum, in the case of ABR Loans and (b) with respect to Tranche
         A Loans and Revolving Credit Loans, the rate per annum set forth
         under the relevant column heading below opposite the Leverage Ratio
         then in effect:
<PAGE>
                                                      Applicable Margin

                  Leverage Ratio                  ABR Loans   Eurodollar Loans
                  --------------                  ---------   ----------------
        
        Greater than or equal to 5.0 to 1.00         2.00%          3.00%

        Less than 5.0 to 1.0, but greater than
        or equal to 4.5 to 1.0                       1.75%          2.75%

        Less than 4.5 to 1.0, but greater than
        or equal to 4.0 to 1.0                       1.50%          2.50%

        Less than 4.0 to 1.0, but greater than
        or equal to 3.5 to 1.0                       1.25%          2.25%
        Less than 3.5 to 1.0, but greater than
        or equal to 3.0 to 1.                        1.00%          2.00%
        Less than 3.0 to 1.                          0.75%          1.75%

		; provided that any change in the interest rate on a Loan
                resulting from a change in the Leverage Ratio of the Borrower
                and its Subsidiaries shall become effective as of the opening
                of business on the date which is the earlier of (A) the date
                upon which the Administrative Agent receives the financial
                statements required to be delivered pursuant to subsection
                10.1 which evidence such change in the Leverage Ratio and (B)
                the date upon which such financial statements are required to
                be delivered pursuant to subsection 10.1; provided, further,
                that, in the event that the financial statements required to
                be delivered pursuant to subsection 10.1(a) or (b), as
                applicable, are not delivered when due (after giving effect to
                the applicable cure period), then during the period from the
                date upon which such financial statements were required to be
                delivered until the date upon which they actually are
                delivered, the Leverage Ratio shall be deemed for purposes of
                this definition to be greater than or equal to 5.0 to 1.0;
                and provided, further, however, that the "Applicable Margin"
                from time to time for Swing Line Loans shall be the same as
                the "Applicable Margin" then in effect for ABR Loans.

                Amendment to Subsection 11.

                A.  Subsection 11.1 is hereby amended by deleting such
                subsection in its entirety and substituting the following in
                lieu thereof:

		11.1.  Financial Condition Covenants.

                (a)  Minimum Interest Coverage Ratio.  Permit the ratio
                (the "Consolidated Interest Coverage Ratio") of (i) Borrower's
                Consolidated EBITDA for any period of four consecutive fiscal
                quarters ending as of the end of any of the fiscal periods set
                forth below to (ii) Borrower's Consolidated Interest Expense for
                such period, to be less than the ratio set forth opposite such
                period below:
<PAGE>
                              Period                             Ratio

                    Fourth Fiscal Quarter 1998                 1.30 to 1.00
                    First Fiscal Quarter 1999                  1.30 to 1.00
                    Second Fiscal Quarter 1999                 1.50 to 1.00
                    Third Fiscal Quarter 1999                  1.50 to 1.00
                    Fourth Fiscal Quarter 1999                 1.85 to 1.00
                    First Fiscal Quarter 2000                  1.85 to 1.00
                    Second Fiscal Quarter 2000                 2.00 to 1.00
                    Third Fiscal Quarter 2000                  2.25 to 1.00
                    Fourth Fiscal Quarter 2000                 2.40 to 1.00
                    First Fiscal Quarter 2001                  2.40 to 1.00
                    Second Fiscal Quarter 2001                 2.60 to 1.00
                    hird Fiscal Quarter 2001                   2.75 to 1.00
                    Fourth Fiscal Quarter 2001                 3.00 to 1.00
                    First Fiscal Quarter 2002                  3.00 to 1.00
                    Second Fiscal Quarter 2002                 3.25 to 1.00
                    Third Fiscal Quarter 2002                  3.25 to 1.00
                    Fourth Fiscal Quarter 2002 - thereafter    3.50 to 1.00
	
                (b)  Maximum Leverage Ratio.  Permit the Leverage Ratio as
                of the end of any of the fiscal periods set forth below to be
                more than the ratio set forth below opposite such period:

                              Period                             Ratio        

                    Fourth Fiscal Quarter 1998                 7.25 to 1.00
                    First Fiscal Quarter 1999                  7.00 to 1.00
                    Second Fiscal Quarter 1999                 6.40 to 1.00
                    Third Fiscal Quarter 1999                  6.00 to 1.00
                    Fourth Fiscal Quarter 1999                 5.00 to 1.00
                    First Fiscal Quarter 2000                  5.00 to 1.00
                    Second Fiscal Quarter 2000                 4.75 to 1.00
                    Third Fiscal Quarter 2000                  4.50 to 1.00
                    Fourth Fiscal Quarter 2000                 4.00 to 1.00
                    First Fiscal Quarter 2001                  4.00 to 1.00
                    Second Fiscal Quarter 2001                 3.75 to 1.00
                    Third Fiscal Quarter 2001                  3.75 to 1.00
                    Fourth Fiscal Quarter 2001                 3.00 to 1.00
                    First Fiscal Quarter 2002                  3.00 to 1.00
                    Second Fiscal Quarter 2002                 2.75 to 1.00
                    Third Fiscal Quarter 2002                  2.75 to 1.00
                    Fourth Fiscal Quarter 2002 - thereafter    2.50 to 1.00

		Notwithstanding anything to the contrary herein, for the
                purposes of determining the Leverage Ratio and the
                Consolidated Interest Coverage Ratio for the periods ending
                on or about December 31, 1998 and March 31, 1999, Consolidated
                EBITDA for the relevant period shall be deemed to equal actual
                Consolidated EBITDA for such period plus $2,600,000 and
                $1,200,000, respectively."

		B.  Subsection 11.10(o) is hereby amended by deleting the
                reference therein to "$17,200,000" and substituting in lieu
                thereof a reference to "$17,400,000."

		C.  Subsection 11.10(k) is hereby amended by adding after the
                reference to "continuing" on the second line thereof the
                following:
<PAGE>
                "and the Leverage Ratio as of the most recently completed
                fiscal quarter of the Borrower and on a pro forma basis after
                giving effect to the Investment contemplated hereby shall not
                exceed 5.00 to 1.00."

                Effective Date.  This Fourth Amendment will become effective as
                of the date (the "Fourth Amendment Effective Date") hereof upon
                (i) its execution by the Parent, the Borrower and the Required
                Lenders in accordance with the terms of the Credit Agreement
                and (ii) payment to each of the Lenders that executes and
                delivers this Fourth Amendment to the Administrative Agent
                prior to December 30, 1998 of an amendment fee equal to .25%
                of such Lender's Commitments and Loans on the Fourth Amendment
                Effective Date.  The Borrower shall deliver to the
                Administrative Agent resolutions of the Borrower authorizing
                the execution and delivery of this Fourth Amendment prior to
                January 30, 1999.

                Representations and Warranties.  The Parent and the Borrower
                represent and warrant to each Lender that (a) this Fourth
                Amendment constitutes the legal, valid and binding obligation
                of the Parent and the Borrower, enforceable against it in
                accordance with its terms, except as such enforcement may be
                limited by bankruptcy, insolvency, fraudulent conveyances,
                reorganization, moratorium or similar laws affecting
                creditors' rights generally, by general equitable principles
                (whether enforcement is sought by proceedings in equity or
                at law) and by an implied covenant of good faith and fair
                dealing, (b) the representations and warranties made by
                the Credit Parties in the Credit Documents are true and
                correct in all material respects on and as of the date hereof
                (except to the extent that such representations and warranties
                are expressly stated to relate to an earlier date, in which case
                such representations and warranties shall have been true and
                correct in all material respects on and as of such earlier
                date) and (c) no Default or Event of Default has occurred and
                is continuing as of the date hereof.

                Continuing Effect.  Except as expressly waived or amended
                hereby, the Credit Agreement shall continue to be and shall
                remain in full force and effect in accordance with its terms.
                This Fourth Amendment shall constitute a Credit Document.

                Governing Law.  This Fourth Amendment shall be governed by, and
                construed and interpreted in accordance with, the laws of the
                State of New York.

                Counterparts.  This Fourth Amendment may be executed by the
                parties hereto in any number of separate counterparts, and all
                of said counterparts taken together shall be deemed to
                constitute one and the same instrument.

                Payment of Expenses.  The Borrower agrees to pay and reimburse
                the Administrative Agent for all of its out-of-pocket costs
                and reasonable expenses incurred in connection with this Fourth
                Amendment, including, without limitation, the reasonable fees
                and disbursements of counsel to the Administrative Agent.
<PAGE>
                Acknowledgment with Respect to Various Credit Documents.
                Each Credit Party, by its execution and delivery of a copy of
                this Fourth Amendment, hereby consents to the extensions of
                credit pursuant to the Credit Agreement.  Each Credit Party
                further acknowledges and agrees to the provisions of this
                Fourth Amendment and hereby agrees for the benefit of the
                Lenders that all extensions of credit (including without
                limitation all Tranche B Loans) pursuant to the Credit
                Agreement (as same is amended by this Fourth Amendment,
                and as same may be further amended, modified or supplemented
                from time to time) shall be fully entitled to all benefits of
                (and shall be fully guaranteed pursuant to) the Master
                Guarantee and Collateral Agreement and shall be fully secured
                pursuant to, and in accordance with the terms of, all the
                Security Documents.

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

                                         HEDSTROM CORPORATION


                                         By:                                  
                                         Title: 


                                         HEDSTROM HOLDINGS, INC.


                                         By:                                  
                                         Title:


                                         CREDIT SUISSE FIRST BOSTON, as
                                         Administrative Agent and as a Lender


                                         By:                 
                                         Title:


                                         SOCIETE GENERALE, as a Lender


                                         By:                  
                                         Title:


                                         UBS AG, Stamford Branch, as a Lender

                                         By:
                                         Title:

<PAGE>   
                                         BANK POLSKA KASA OPIEKI S.A. -
                                         PEKAO S.A. GROUP


                                         By:
                                         Title:


                                         BHF-BANK AKTIENGESELLSCHAFT

                                         By:
                                         Title:


                                         CITICORP USA, INC.


                                         By:
                                         Title:


                                         DEEPROCK & COMPANY                  
                                         By: Eaton Vance Management,
                                         as Investment Advisor


                                         By:
                                         Title:


                                         THE FIRST NATIONAL BANK OF CHICAGO


                                         By:                                  
                                         Title: 


                                         FIRST SOURCE FINANCIAL, LLP
                                         By: First Source Financial, Inc.,
                                         as Agent/Manager


                                         By:                                  
                                         Title: 


                                         MERRILL LYNCH SENIOR FLOATING RATE
                                         FUND, INC.


                                         By:                                  
                                         Title: 


                                         MERRILL LYNCH DEBT STRATEGIES FUND,
                                         INC.

<PAGE>
                                         By:                                  
                                         Title:


                                         MERRILL LYNCH PRIME RATE PORTFOLIO
                                         By:     Merrill Lynch Asset
                                         Management, L.P., as Investment
                                         Advisor


                                         By:                                  
                                         Title: 


                                         MERRILL LYNCH DEBT STRATEGIES
                                         PORTFOLIO
                                         By:     Merrill Lynch Asset
                                         Management, L.P., as Investment
                                         Advisor


                                         By:                                   
                                         Title: 


                                         VAN KAMPEN SENIOR INCOME TRUST


                                         By:                                 
                                         Title: 


                                         ORIX USA CORPORATION



                                         By:                                 
                                         Title: 


                                         SANWA BUSINESS CREDIT CORPORATION


                                         By:                                  
                                         Title:


                                         SENIOR DEBT PORTFOLIO
                                         BOSTON MANAGEMENT AND RESEARCH,
                                          as Investment Advisor


                                         By:                                  
                                         Title:


                                         PamCo Cayman Ltd.
                                         By:  Highland Capital Management,
                                         L.P. as Collateral Manager
<PAGE>

                                         By:                                 
                                         Title:


                                         PAM CAPITAL FUNDING, L.P.
                                         By:  Highland Capital Management,
                                         L.P. as Collateral Manager


                                         By:                                 
                                         Title:


                                         THE CHASE MANHATTAN BANK


                                         By:                                
                                         Title:


                                         IMPERIAL BANK


                                         By:                                
                                         Title:

ACKNOWLEDGED AND AGREED:

ERO, INC.


By:                                                    
Name:
Title:


ERO INDUSTRIES, INC.


By:                                                    
Name:
Title:


ERO MARKETING, INC.


By:                                                    
Name:
Title:


PRISS PRINTS, INC.
<PAGE>

By:                                                    
Name:
Title:


IMPACT, INC.


By:                                                    
Name:
Title:


ERO CANADA, INC.


By:                                                    
Name:
Title:


AMAV INDUSTRIES INC.


By:                                                    
Name:
Title: