EXHIBIT 10(a)(4)

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K2 Inc.

FOURTH AMENDMENT TO NOTE AGREEMENTS

Dated as of March 27, 2002

Re:

Note Agreement dated as of October 15, 1992

and

$40,000,000 Senior Notes
Due November 30, 2004

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TABLE OF CONTENTS

|           |              |               |  | Heading                                                     |                                                              | Page
|---------- | ------------ | ------------- |  | ----------------------------------------------------------- | ------------------------------------------------------------ | ----
|Section 1. |              |               |  | Description of Notes and Commitment                         |                                                              | 2   
|Section 2. |              |               |  | Effective Date                                              |                                                              | 2   
|Section 3. |              |               |  | Amendment to the Note Agreement                             |                                                              | 3   
|           | Section 3.1. |               |  |                                                             | Amendment to Section 1 (Description of Notes and Commitment) |     
|           |              | Section 1.4.  |  | Security for the Notes                                      |                                                              | 3   
|           | Section 3.2. |               |  |                                                             | Amendment to Section 2.2. (Optional Prepayments)             |     
|           | Section 3.3. |               |  |                                                             | Amendment of Section 5 (Company Covenants)                   |     
|           |              | Section 5.1.  |  | Corporate Existence, Etc.                                   |                                                              | 3   
|           |              | Section 5.2.  |  | Insurance                                                   |                                                              | 4   
|           |              | Section 5.3.  |  | Taxes, Claims for Labor and Materials, Compliance with Laws |                                                              | 4   
|           |              | Section 5.4.  |  | Maintenance, Etc.                                           |                                                              | 4   
|           |              | Section 5.5.  |  | Nature of Business                                          |                                                              | 5   
|           |              | Section 5.6.  |  | Foreign Pledges                                             |                                                              | 5   
|           |              | Section 5.7.  |  | Further Assurances                                          |                                                              | 5   
|           |              | Section 5.8.  |  | Collateral Matters                                          |                                                              | 6   
|           |              | Section 5.9.  |  | Amendment to Agreements                                     |                                                              | 6   
|           |              | Section 5.10. |  | Leverage Ratio                                              |                                                              | 6   
|           |              | Section 5.11. |  | Limitations on Indebtedness                                 |                                                              | 7   
|           |              | Section 5.12. |  | Interest Coverage Ratio                                     |                                                              | 8   
|           |              | Section 5.13. |  | Fixed Charges Coverage Ratio                                |                                                              | 8   
|           |              | Section 5.14. |  | Limitation on Liens                                         |                                                              | 9   
|           |              | Section 5.15. |  | Restricted Payments                                         |                                                              | 10  
|           |              | Section 5.16. |  | Loans and Investments                                       |                                                              | 11  
|           |              | Section 5.17. |  | Mergers, Consolidations and Sales of Assets                 |                                                              | 12  
|           |              | Section 5.18. |  | Guaranties                                                  |                                                              | 14  
|           |              | Section 5.19. |  | Repurchase of Notes                                         |                                                              | 15  
|           |              | Section 5.20. |  | Transactions with Affiliates                                |                                                              | 15  
|           |              | Section 5.21. |  | Termination of Pension Plans                                |                                                              | 15  
|           |              | Section 5.22. |  | Reports and Rights of Inspection                            |                                                              | 16  
|           |              | Section 5.23. |  | Consolidated Net Worth                                      |                                                              | 19  
|           |              | Section 5.24. |  | No Restrictions on Subsidiaries                             |                                                              | 19  
|           |              | Section 5.25. |  | Acquisitions                                                |                                                              | 19  
|           |              | Section 5.26. |  | Junior Capital                                              |                                                              | 20  
|           |              | Section 5.27. |  | Leases                                                      |                                                              | 20  
|           |              | Section 5.28. |  | Post-Closing Deliveries                                     |                                                              | 21  
|           | Section 3.4. |               |  |                                                             | Amendment to Section 6 (Events of Default)                   |     
|           |              | Section 6.1.  |  | Events of Default                                           |                                                              | 21  
|           |              | Section 6.2.  |  | Notice to Holders                                           |                                                              | 23  
|           |              | Section 6.3.  |  | Acceleration of Maturities                                  |                                                              | 23  
|           |              | Section 6.4.  |  | Rescission of Acceleration                                  |                                                              | 23  
|           | Section 3.5. |               |  |                                                             | Amendment to Section 9.4 (Expenses, Stamp Tax Indemnity)     |     
|           |              | Section 9.4.  |  | Expenses, Stamp Tax Indemnity                               |                                                              | 24  
|           | Section 3.6. |               |  |                                                             | New Definitions                                              |     
|Section 4. |              |               |  | Representations and Warranties                              |                                                              | 41  

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|Section 5.                                                  |              |  |  | Conditions Precedent to Effectiveness of Agreement |                                             | 44
|----------------------------------------------------------- | ------------ |  |  | -------------------------------------------------- | ------------------------------------------- | --
|Section 6.                                                  |              |  |  | Waiver                                             |                                             | 44
|                                                            | Section 6.1. |  |  |                                                    | Waiver of Compliance with Section 5.6       |   
|                                                            | Section 6.2. |  |  |                                                    | Waiver of Compliance with Section 5.7       |   
|                                                            | Section 6.3. |  |  |                                                    | Waiver of Compliance with Section 5.8       |   
|Section 7.                                                  |              |  |  | Miscellaneous                                      |                                             | 45
|                                                            | Section 7.1. |  |  |                                                    | Effect of Agreement and Reaffirmation       |   
|                                                            | Section 7.2. |  |  |                                                    | Release of Claims                           |   
|                                                            | Section 7.3. |  |  |                                                    | Successors and Assigns                      |   
|                                                            | Section 7.4. |  |  |                                                    | Expenses                                    |   
|                                                            | Section 7.5. |  |  |                                                    | Counterparts                                |   
|                                                            | Section 7.6. |  |  |                                                    | Governing Law                               |   
|                                                            | Section 7.7. |  |  |                                                    | Approval of Amendment to Guaranty Agreement |   
|                                                            | Section 7.8. |  |  |                                                    | GE Securitization                           |   
|Schedule INames and Addresses of Noteholders               |              | 
|Schedule IIClosing Conditions                              |              | 
|Schedule IIIPost-Closing Requirements                      |              | 
|Schedule IVIndebtedness of Company and its Subsidiaries    |              | 
|Schedule VSubsidiaries of Company, Investments, Affiliates |              | 
|Schedule VILiens of Company and its Subsidiaries           |              | 
|Exhibit AForm of Amended and Restated Note                 |              | 
|Exhibit BIntercreditor Agreement                           |              | 
|Exhibit CAmendment to Guaranty Agreement                   |              | 
|Exhibit DCash Flow Forecasts                               |              | 

ii

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K2 Inc.
4900 South Eastern Avenue
Los Angeles, California 90040

Dated
as of March 27, 2002

Re:

Note Agreement dated as of October 15, 1992
and
$40,000,000 Senior Notes
Due November 30, 2004


To
the Noteholders named in
Schedule I hereto

Ladies
and Gentlemen:

This
Fourth Amendment to Note Agreements (this"Agreement") is entered into as of March 27, 2002 by and among K2 Inc., a
Delaware corporation (the"Company"), and the purchasers named in Schedule I attached hereto (the "Noteholders,"or as alternatively referred to
herein, the"Original Noteholders").

PRELIMINARY STATEMENT

The Company and the Original Noteholders are party to separate Note Agreements dated as of October 15, 1992 (the"Original Note
Agreement"), as amended by the First Amendment dated as of May 1, 1996 (the"First Amendment"), the Second Amendment to
Note Agreements dated as of December 1, 1999 (the"Second Amendment"), and the Third Amendment and Waiver dated as of December 14, 2001
(the"Third Amendment") (the Original Note Agreement as so amended by the First Amendment, the Second Amendment and the Third Amendment, the "Existing Note
Agreement"). Under and pursuant to the Existing Note Agreement, the Company sold to the Original Noteholders its 8.39% Senior Notes due
November 30, 2004 in the original aggregate principal amount of $40,000,000 (such notes as heretofore amended, the"Existing Notes"). The Company
has requested that the Original Noteholders amend the Existing Note Agreement, all on and subject to the terms and conditions set forth below. Accordingly, this Agreement is executed and delivered by
the Company to the Original Noteholders to amend certain portions of the Existing Note Agreement and in so doing set forth and confirm the terms and conditions applicable thereto and the covenants,
representations and warranties to be made by the Company in connection therewith. Upon the execution hereof by the Company and the Original Noteholders, the Existing Note Agreement, together with the
Exhibits and Schedules thereto, as amended by this Agreement, shall be referred to as the"Note Agreements."Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in the Note Agreement, as amended by this Agreement.

The
Company hereby agrees with each of you as follows:

Section 1.    Description of Notes and Commitment.

Upon the effectiveness of this Agreement, automatically, and without further action on the part of either the Original Noteholders or the Company, the Existing
Notes shall be amended and restated in their entirety to read as set forth in Exhibit A hereto (and the form of Note attached as Exhibit 1 to the Original Note Agreement shall be amended
in its entirety to read as set forth in Exhibit A) and the amended and restated Notes shall be issued in renewal of, and evidence the same indebtedness formerly evidenced by, the Existing
Notes. If any accrued and unpaid interest is outstanding in respect of any of the Existing Notes as of the date that the Existing Notes become evidenced by the amended and restated Notes, such accrued
interest on each such Existing Note shall be due and payable on the first interest payment date applicable to such amended and restated Note. Each Note will be dated the date to which interest has
been paid on the Existing Note surrendered therefor, will bear interest from such date at the Applicable Interest Rate, payable semiannually on the thirtieth day of May and

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November in each year (commencing May 30, 2002), to be expressed to mature on November 30, 2004, and otherwise substantially in the form attached hereto as Exhibit A. The term "Notes"as
used herein and in the Note Agreement shall include each such amended and restated Note delivered pursuant to this Agreement to replace the
Existing Notes and any such notes issued in substitution therefore pursuant to Section 13 of the Note Agreement. Upon the effectiveness of this Agreement, the Existing Notes shall be returned
to the Company.

Section 2.    Effective Date.

Delivery of the Notes to be exchanged for the Existing Notes shall occur at the offices of Chapman and Cutler, 111 West Monroe, Chicago, Illinois, at
10:00 a.m. Chicago time, on March 27, 2002 or such other date as shall be mutually agreed upon by the Company and the Noteholders (the"Effective
Date"). On the Effective Date, the Company will deliver to each Noteholder the Note to be delivered to such Noteholder in the form of a single Note for the full amount of the
Existing Note held by such Noteholder (unless different denominations are specified by such Noteholder), dated the date through which interest has been paid on the corresponding Existing Note and
registered in each Noteholder's name (or in the name of such Noteholder's nominee). If on the Effective Date the Company shall fail to tender such Note to each Noteholder as provided above in this
Section 2, or any of the conditions specified in Section 5 shall not have been fulfilled to each Noteholder's satisfaction, each Noteholder shall, at its election, be relieved of all
further obligations under this Agreement, without thereby waiving any rights such Noteholder may have by reason of such failure or such nonfulfillment.

If
for any reason the Existing Note held by a Noteholder is not delivered to the Company on the Effective Date, the Company shall deposit the Note to be delivered to such Noteholder with
the Noteholders' special counsel, Chapman and Cutler, for delivery against receipt of the Existing Note held by such Noteholder.

Section 3. Amendment to the Note Agreement.

Section 3.1.    Amendment to Section 1 (Description of Notes and Commitment).Section 1 of the
Note Agreements shall be and is hereby amended by inserting a new subsection at the end thereof to read as follows:

Section 1.4.    Security for the Notes.(a) The payment of the Notes and the performance by the Company and
its Subsidiaries of their respective obligations under this Agreement and the Guaranty Agreement will be secured in accordance with the terms of (i) the Amended and Restated Intercreditor
Agreement dated as of March 27, 2002 (the"Intercreditor Agreement") (in substantially the form attached as Exhibit B to the Fourth
Amendment) among the Collateral Agent and the holders of certain
outstanding Indebtedness of the Company, including the Noteholders and the Bank Lenders, and (ii) the Security Documents.



Section 3.2.    Amendment to Section 2.2. (Optional Prepayments).Section 2.2 of the Note
Agreements shall be and is hereby amended by the addition of a new sentence at the end of such Section which shall read as follows:

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Section 3.3.    Amendment of Section 5 (Company Covenants).Section 5 of the Note Agreements
shall be and is hereby amended in its entirety to read as follows:



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Period

Maximum Leverage RatioPrior to 6/29/02

7.80 to 16/30/02-9/29/02

7.30 to 19/30/02-12/30/02

6.75 to 112/31/02-3/30/03

5.50 to 13/31/03-6/29/03

5.00 to 16/30/03-9/29/03

4.75 to 19/30/03-12/30/03

4.25 to 112/31/03 and at all times thereafter prior to the Collateral Release Date

4.00 to 1




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Fiscal Quarter(s) Ending

Minimum Interest
Coverage RatioDecember 31, 2001

2.50 to 1March 31, 2002 and June 30, 2002

1.75 to 1September 30, 2002

1.90 to 1December 31, 2002

2.25 to 1March 31, 2003, June 30, 2003 and September 30, 2003

2.50 to 1




Fiscal Quarter(s) Ending

Minimum Fixed
Coverage RatioDecember 31, 2001

1.25 to 1March 31, 2002

0.70 to 1June 30, 2002

0.80 to 1September 30, 2002

0.95 to 1December 31, 2002

1.25 to 1March 31, 2003

1.35 to 1June 30, 2003

1.45 to 1September 30, 2003

1.55 to 1December 31, 2003 and thereafter

1.75 to 1




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providedthat, in each instance, after giving effect to any Restricted Payments, no Event of Default shall have occurred and be continuing; and provided, further,that no Restricted Payment shall be made when the Funded Leverage Ratio (determined on a pro forma basis both before and after giving
effect to such Restricted Payment) is greater than 3.25 to 1.0.

For
the purposes of this§5.15, (a) the amount of any Restricted Payment declared, paid or distributed in property
shall be deemed to be the greater of the book value or Fair Market Value (as determined in
good faith by the Board of Directors of the Company) of such property at the time of the making of the Restricted Payment in question and (b) on the date which is twelve months after the date
on which a corporation becomes a Subsidiary, all Investments of such corporation at such time shall be deemed to have been made by such corporation, as a Subsidiary, at such time and such Investments
will not be taken into account for purposes of this§5.15prior to such time.



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Without
limiting the foregoing, the Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of the then outstanding Notes (or such agents or representatives
as either you or such Institutional Holder may designate), to visit and inspect, under the Company's guidance, any of the properties of the Company or any Subsidiary, to examine all of their books of
account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and
independent public accountants (and by this provision the Company authorizes said accountants to discuss with you the finances and affairs of the Company and its Subsidiaries) all on such reasonable
notice and at such reasonable times and as often as may be reasonably requested. The Company shall not be required to pay or reimburse you or any such holder for expenses which you or any such holder
may incur in connection with any such visitation or inspection, except that if such visitation or inspection is made during any period when a Default or Event of Default shall have occurred and be
continuing, the Company agrees to reimburse you or such holder for all such expenses promptly upon demand.

Section 5.23.    Consolidated Net Worth.The Company will not at any time permit Consolidated Net Worth to be less than
$170,000,000plus50% of each fiscal quarter's Consolidated Net Income (with no deduction for losses) commencing on January 1, 1999 plus75% of any
Net Issuance Proceeds after January 1, 1999.

Section 5.24.    No Restrictions on Subsidiaries.The Company will not, nor will it permit any of its Subsidiaries to,
enter into, or commit to enter into, any agreement or understanding that could limit or restrict any of its Subsidiaries making or declaring any dividends, either in cash or property, to the Company,
repaying or prepaying any Indebtedness (other than for amounts loaned by the Company to its Subsidiaries on a subordinated basis in connection with Permitted Accounts Receivable Financing Facilities
and the minimum net worth required to be maintained by a Subsidiary which is a special purpose entity pursuant to a Permitted Accounts Receivable Financing Facility) owing to the Company, or making
any Investment in the Company.

Section 5.25.    Acquisitions.The Company will not, nor will it suffer or permit any of its Subsidiaries to, make any
Acquisition unless, after giving effect to such Acquisition (the"subject Acquisition"), all of the following requirements are satisfied:



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Section 3.4.    Amendment to Section 6 (Events of Default).Section 6 of the Note Agreements
shall be and is hereby amended in its entirety to read as follows:



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Section 3.5.    Amendment to Section 9.4 (Expenses, Stamp Tax Indemnity).Section 9.4 of the
Note Agreement shall be and is hereby amended to read in its entirety as follows:



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Section 3.6.    New Definitions.Section 8.1 of the Note Agreements shall be and is hereby amended in
its entirety to read as follows:



Fiscal Quarter Ending

Minimum RatioSeptember 30, 2002

1.10 to 1December 31, 2002

1.50 to 1March 31, 2003

1.55 to 1June 30, 2003 and thereafter

1.75 to 1


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Section 4.    Representations and Warranties.

The Company represents and warrants that as of the date hereof and as of the date of execution and delivery hereof and after giving effect hereto (and to the
amendment of the Bank Credit Agreement, the 1999 Note Purchase Agreement and the Permitted Accounts Receivable Financing Facility referred to in Schedule II hereto):



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Section 5.    Conditions Precedent to Effectiveness of Agreement.

This Agreement shall become effective as of the date hereof upon the satisfaction of each of the following, unless waived by the Required Holders, in their sole
discretion:



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Section 6.    Waiver.

Section 6.1.    Waiver of Compliance with Section 5.6.The Noteholders hereby waive compliance by the
Company with Section 5.6 of the Existing Note Agreement for the fiscal quarter ended on December 31, 2001 on account of the Company's inability to maintain the minimum ratio of
Consolidated Current Assets to Consolidated Current Liabilities (as each such term is defined in the Existing Note Agreement) as of such date.

Section 6.2.    Waiver of Compliance with Section 5.7.The Noteholders hereby waive compliance by the
Company with Section 5.7 of the Existing Note Agreement for the fiscal quarters ended on September 30, 2001 and December 31, 2001 on account of Current Debt (as defined in the
Existing Note Agreement) of the Company and the Restricted Subsidiaries being in excess of 80% of Consolidated Accounts Receivable (as defined in the Existing Note Agreement) as of each such date.

Section 6.3.    Waiver of Compliance with Section 5.8.The Noteholders hereby waive compliance by the
Company with Section 5.8 of the Existing Note Agreement for the fiscal quarters ended on September 30, 2001 and December 31, 2001 on account of the Company's inability to maintain
the minimum ratio of Cash Flow Available for Fixed Charges to Fixed Charges (as each such term is defined in the Existing Note Agreement) as of each such date.

Section 7.    Miscellaneous.

Section 7.1.    Effect of Agreement and Reaffirmation.Except as expressly amended by this Agreement, the
Company acknowledges and agrees that the Note Agreements, the Notes and all other documents and agreements executed by the Company in connection with the Note Agreements in favor of the Noteholders
shall remain unchanged and are hereby ratified and confirmed and shall remain in full force and effect. The Company further acknowledges and agrees that it has no defenses to its obligations under the
Note Agreements and the Notes, as amended hereby, and that the Company has no claim against the Noteholders arising from or in connection with the Note Agreements and the Notes, as amended hereby.

Section 7.2.    Release of Claims.In further consideration of the Noteholders' execution of this Agreement,
the Company hereby releases each Noteholder and its respective affiliates, officers, employees, directors, trustees, agents and attorneys (collectively, the "Releasees") from any and all claims, demands,
 liabilities, responsibilities, disputes, causes of action (whether at law or in equity) and obligations
of every nature whatsoever, whether liquidated or unliquidated, known or unknown, matured or unmatured, fixed or contingent that the Company may have against the Releasees which arise from or relate
to any actions which the Releasees may have taken or omitted to take prior to the date hereof with respect to the Notes, the Note Agreement, any Collateral, the Guaranty Agreement, and any Security
Documents and any third parties liable in whole or in part for the obligations under the Notes and the Note Agreement. For purposes of the release contained in this paragraph, the term "Company"shall
mean and include such party's successors and assigns, including, without limitation, any trustees acting on behalf of such party and any
debtor-in-possession in respect of such party.

Section 7.3.    Successors and Assigns.This Agreement shall be binding upon the Company and its successors
and assigns and shall inure to the benefit of the Noteholders and to the benefit of the Noteholders' successors and assigns.

Section 7.4.    Expenses.The Company hereby agrees to pay all out-of-pocket
expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Agreement, including, without limitation, the reasonable fees, expenses and
disbursements of Chapman and Cutler.

Section 7.5.    Counterparts.This Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.

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Section 7.6.    Governing Law.This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without giving effect to choice of law principles that would result in the application of the laws of any other jurisdiction.

Section 7.7.    Approval of Amendment to Guaranty Agreement.Each Noteholder hereby consents to the terms of
the Amendment to Guaranty dated of even date herewith and attached hereto as Exhibit C in respect of the Subsidiary Guaranty.

Section 7.8.    GE Securitization.The Noteholders hereby consent to (i) the execution, delivery and
performance by the Company, Stearns Inc. ("Stearns"), Shakespeare Company, LLC ("Shakespeare"),
K-2 Corporation ("K-2 Corp."), K2 Receivables Corporation ("K2 SPV") and K2
Finance Company, LLC ("K2 LLC") of the GECC Securitization Transactions. Notwithstanding anything to the contrary in this Agreement or the Note
Agreement, as amended hereby, the Notes, the Subsidiary Guaranties, the Security Documents and the Intercreditor Agreement (collectively the"Transaction
Documents"), the GECC Securitization Transactions and the execution and delivery of, and performance under, the GECC Securitization Documents by the Company and it subsidiaries
party thereto shall not be deemed to violate or contravene any provision of the Transaction Documents.

"GECC Securitization Documents"shall mean (i) that certain Receivables Sale and Contribution Agreement, dated as of
March 28, 2002, among the Company as parent guarantor, Stearns, Shakespeare and K-2 Corp. as originators and K2 LLC as buyer (the"Sale and Contribution
Agreement"), (ii) the Receivables Purchase and Servicing Agreement, dated as of March 28, 2002, among K2 LLC as seller,
Company as master servicer, Stearns, Shakespeare and K-2 Corp. as servicers, K2 SPV, Redwood Receivables Corporation as the conduit purchaser (the"Conduit
Purchaser"), General Electric Capital Corporation as committed purchaser (the"Committed Purchaser") and as administrative agent
(the"Agent") for the Committed Purchaser and the Conduit Purchaser (the"Receivables Purchase
Agreement"), and (iii) each Originator Performance Guaranty dated as of March 28, 2002, from the Company, Stearns, Shakespeare and K-2 Corp. in each
case in the form delivered to the Noteholders on March 28, 2002.

"GECC Securitization Transactions"shall mean the transactions under the GECC Securitization Documents.

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In Witness Whereof,the Company has executed this Fourth Amendment to Note Agreements as of the day and year first above written.

| |  | K2 Inc.
| |  | -------
| |  | By:    
| |  |        

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This
Fourth Amendment to Note Agreements is accepted and agreed to as of the day and year first above written.

| |  | C.M. Life Insurance Company
| |  | ---------------------------
| |  |                            
| |  | By:                        
| |  | By:                        
| |  |                            

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This
Fourth Amendment to Note Agreements is accepted and agreed to as of the day and year first above written.

| |  | Principal Life Insurance Company
| |  | --------------------------------
| |  |                                 
| |  | By:                             
| |  |                                 
| |  | By:                             
| |  |                                 
| |  |                                 
| |  | By:                             
| |  |                                 

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This
Fourth Amendment to Note Agreements is accepted and agreed to as of the day and year first above written.

| |  | Life Investors Insurance Company of America
| |  | -------------------------------------------
| |  | By:                                        
| |  |                                            

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This
Fourth Amendment to Note Agreements is accepted and agreed to as of the day and year first above written.

| |  | Monumental Life Insurance Company
| |  | ---------------------------------
| |  | By:                              
| |  |                                  

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Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111-0001

Principal
Life Insurance Company
c/o Principal Capital Management, LLC
801 Grand Avenue
Des Moines, Iowa 50392-0800

Life
Investors Insurance Company of America
c/o Aegon USA Investment Management, Inc.
1111 North Charles Street
Baltimore, Maryland 21201

Monumental
Life Insurance Company
c/o Aegon USA Investment Management, Inc.
1111 North Charles Street
Baltimore, Maryland 21201

Schedule
I
(to Fourth Amendment to Note Agreements)

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CLOSING CONDITIONS

1.Amendment to Guaranty.Each Subsidiary Guarantor shall have executed and delivered the Amendment to Guaranty.

2.Secretary Certificate of Company.The Company shall have delivered to the Noteholders a certificate of an
authorized officer, dated as of the Effective Date, with respect to its Articles of Incorporation and By-laws, certifying as to resolutions authorizing the execution and delivery of this
Agreement and the Notes and the Security Documents, and the incumbency and signature of officers.

3.Officer's Certificate of Company.The Company shall have delivered to the Noteholders a certificate of an
authorized officer, dated as of the Effective Date, to the effect that the representations and warranties set forth in Section 4 of this Agreement and in the Security Documents are true and
correct.

4.Subsidiary Secretary's Certificate.Each Subsidiary which is a party to a Security Document or a Guaranty
Supplement shall have delivered to the Noteholders a certificate of an authorized officer, dated as of the Effective Date, with respect to its Articles of Incorporation and By-laws,
certifying as to resolutions authorizing the execution and delivery of the Security Documents or Guaranty Supplement to which such Subsidiary is a party, and the incumbency and signature of officers.

5.Subsidiary Officer's Certificate.Each Subsidiary which is a party to the Security Documents shall have
delivered to the Noteholders a certificate of an authorized officer, dated as of the Effective Date, certifying that the representations and warranties of such Subsidiary set forth in Section 4
of this Agreement in the Security Documents or Guaranty Supplement are true and correct.

6.Performance by the Company and each Subsidiary.The Company and each Subsidiary which is a party to the
Security Documents shall have performed and complied with all agreements and conditions contained in the Security Documents to which it is a party, required to be performed and complied with by it
prior to or as of the Effective Date.

7.Security Documents.The Security Documents shall be in form and substance satisfactory to the Noteholders and
the Noteholders' special counsel, shall have been duly authorized, executed and delivered by the parties thereto and shall be in full force and effect, and the Noteholders shall have received true,
correct and complete copies of each thereof.

8.Insurance.Certificates of insurance evidencing the insurance policies and endorsements required to be
delivered pursuant to the Security Documents shall have been delivered to the Collateral Agent and the Noteholders and their special counsel.

9.Bank Credit Agreement.The Company shall have entered into an Amendment to the Bank Credit Agreement with the
Bank Lenders which amendment shall be reasonably satisfactory to the Noteholders.

Schedule
II
(to Fourth Amendment to Note Agreements)

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10.1999 Note Purchase Agreement.The Company shall have entered into an amendment to the 1999 Note Purchase
Agreement.

11.Securitization Facility.The Company shall have furnished you with a true and correct copy of the
Receivables Purchase and Servicing Agreement dated as of March 28, 2002 among the Company, certain Subsidiaries and General Electric Capital Corporation, and all related Exhibits thereto and
the Receivables Sale and Contribution Agreement dated as of March 28, 2002 among the Company and certain of its Subsidiaries and all related Exhibits thereto which shall be reasonably
satisfactory to the Noteholders.

12.Intercreditor Agreement.The Noteholders shall have entered into the Intercreditor Agreement with the Bank
Lenders, the holders of the Notes under the 99 Note Agreement and the Collateral Agent.

13.Guaranty Supplement.Shakespeare Conductive Fibers, LLC shall have delivered a Guaranty Supplement.

14.Notes.The Company shall have delivered the amended and restated Notes, executed by a duly authorized
officer of the Company.

15.Legal Opinion.Gibson, Dunn & Crutcher LLP, counsel for the Company, shall have delivered an opinion
in form and substance reasonably satisfactory to the Noteholders and their special counsel and otherwise in substantially the form of legal opinion delivered in connection with the amendment to the 99
Note Purchase Agreement but with respect to the Note Agreements, as amended, the Notes delivered on the Effective Date, the Guaranty Supplement and the Security Documents.

16.Title Insurance.The Collateral Agent shall have received a loan title insurance policy issued by a title
insurance company reasonably acceptable to the Noteholders and their special counsel (or, in the alternative, a commitment to issue a loan title insurance policy issued by a title insurance company
reasonably acceptable to the Noteholders and their special counsel and marked and initialed by an authorized agent of such title insurance company to show changes to be made in connection with the
actual issuance of such title insurance policy) in respect of each mortgage and deed of trust executed and delivered in connection with the transactions contemplated by this Agreement (collectively,
the"Title Insurance Policies"), in form and substance satisfactory to the Noteholders and their special counsel, and all premiums in respect of the
Title Insurance Policies shall have been paid in full.

17.Letter re Consultants.The Company shall have delivered to you a letter regarding the retention of a
financial advisor and consultant and related matters in form and substance satisfactory to you.

-2-

---

POST CLOSING REQUIREMENTS

1.    Pledge Agreements pledging 65% of the outstanding stock of the following Foreign Subsidiaries by the applicable dates set forth below:

|Foreign Subsidiary (Domicile)            |  | Pledgor(s)              |  | Delivery Date 
|---------------------------------------- |  | ----------------------- |  | --------------
|Shakespeare (Hong Kong) Ltd. (Hong Kong) |  | Shakespeare Company LLC |  | June 30, 2002 
|Shakespeare International Ltd. (U.K.)    |  | K2 Inc.                 |  |               
|                                         |  | Shakespeare Company LLC |  | April 12, 2002
|K2 Ski Sport und Mode GmbH (Germany)     |  | Shakespeare Company LLC |  | April 5, 2002 
|K2 Japan Corporation (Japan)             |  | K-2 Corporation         |  | June 30, 2002 
|Madshus A.S. (Norway)                    |  | K-2 Corporation         |  | June 30, 2002 
|K2 Corporation of Canada (Canada)        |  | Ride, Inc.              |  | April 12, 2002

2.    Each
mortgage, deed of trust and financing statement required to be filed, registered or recorded in connection with the transactions contemplated by the Security
Documents shall have been properly filed, registered or recorded in each office required in order to create in favor of the Collateral Agent, for the equal and ratable benefit of the Noteholders and
the Bank Lenders, a valid perfected first priority Lien on the Collateral subject only to the Liens permitted by Section 5.9 of the Existing Note Agreement not more than 10 days
following the Effective Date. In addition, the Collateral Agent and the Noteholders shall have received, to the extent available, acknowledgment copies of all of such filings, registrations and
recordations stamped by the appropriate filing, registration or recordation officer (or, in lieu thereof, other evidence satisfactory to the Collateral Agent that all such filings,
registrations and recordations have been made); and all necessary filing, registration and other similar fees, and all taxes and other charges related to such filings, registrations and recordations
(including such other taxes and charges requested by the Noteholders), shall have been paid in full.

3.    The
Company shall use its best efforts to deliver to the Collateral Agent (a) not later than April 26, 2002, Collateral Access Agreements executed by owners
of the properties located in (i) Fife, Washington, (ii) Lincolnwood, Illinois and (iii) Vista, California which are leased by the Company or a Subsidiary, and (b) not later
than May 24, 2002, Collateral Access Agreements executed by owners of each other property leased by the Company or any Subsidiary.

Schedule
III
(to Fourth Amendment to Note Agreements)

---

INDEBTEDNESS OF COMPANY AND ITS SUBSIDIARIES

Outstanding Indebtedness of Company and Subsidiaries:

|Subsidiary                      |  | Description                                                                 |  | Amount Outstanding as of
March 5, 2002 (US$)
|------------------------------- |  | --------------------------------------------------------------------------- |  | --------------------------------------------
|K2 Inc.                         |  | Bank of America et al.Revolver                                             |  | $                                           
|K2 Inc.                         |  | Bank of AmericaLC's                                                        |  |                                             
|K2 Inc.                         |  | Senior Notes'92 Placement                                                  |  |                                             
|K2 Inc.                         |  | Senior Notes'99 Placement                                                  |  |                                             
|K2 Inc.                         |  | Bank of AmericaAsset Securitization                                        |  |                                             
|K2 Japan                        |  | Union Bank                                                                  |  |                                             
|K2 Japan                        |  | Dai Ichi Kangyo Bank                                                        |  |                                             
|K2 Japan                        |  | Dai Ichi Kangyo BankLC's                                                   |  |                                             
|K2 GmbH                         |  | Bank of America                                                             |  |                                             
|Shakespeare Hong Kong           |  | Wells Fargo Bank/Norwest                                                    |  |                                             
|Stearns Inc.                    |  | Norwest BankLC's                                                           |  |                                             
|Shakespeare Fishing Tackle U.K. |  | Bank of America                                                             |  |                                             
|Shakespeare Hengelsport B.V.    |  | ING Bank                                                                    |  |                                             
|Shakespeare Australia           |  | National Australia Bank                                                     |  |                                             
|                                |  | Recourse obligations in respect of the discounted promissory notes in Japan |  |                                             

Capitalized
Leases:

|Subsidiary  |  | Description        |  | Amount Outstanding as of
March 5, 2002 (US$)
|----------- |  | ------------------ |  | --------------------------------------------
|Ride Inc.   |  | Key Bank           |  | $                                           
|Morrow Inc. |  | Flow International |  | $                                           

Schedule IV
(to Fourth Amendment to Note Agreements)

---

SUBSIDIARIES OF COMPANY, INVESTMENTS, AFFILIATES

|Subsidiaries                                                             |  | Subsidiary
Guarantor |  | Percentage of Each
Class Outstsanding
Owned by Company
and Each Other
Subsidiary
|------------------------------------------------------------------------ |  | -------------------- |  | --------------------------------------------------------------------------------
|Shakespeare Conductive Fibers, LLC, a Delaware limited liability company |  | Yes                  |  | 100%                                                                            
|Shakespeare Company, LLC, a Delaware limited liability company           |  | Yes                  |  | 100%                                                                            
|Shakespeare (Hong Kong) Ltd., a Hong Kong corporation                    |  | No                   |  | 99%*                                                                            
|Pacific Rim Metallic Products Limited, a Hong Kong corporation           |  | No                   |  | 99%*                                                                            
|Shakespeare International Ltd., a British corporation                    |  | No                   |  | 100%                                                                            
|Shakespeare Hengelsport, B.V., a Dutch corporation                       |  | No                   |  | 100%                                                                            
|Shakespeare (Australia) Pty. Ltd., an Australian corporation             |  | No                   |  | 99%*                                                                            
|K2 Ski Sport und Mode GmbH, a German corporation                         |  | No                   |  | 100%                                                                            
|Sitca Corporation, a Washington corporation                              |  | Yes                  |  | 100%                                                                            
|K-2 Corporation, an Indiana corporation                                  |  | Yes                  |  | 100%                                                                            
|Planet Earth Skateboards, Inc., a California corporation                 |  | Yes                  |  | 100%                                                                            
|K-2 International, Inc., an Indiana corporation                          |  | Yes                  |  | 100%                                                                            
|K2 Japan Corporation, a Japanese corporation                             |  | No                   |  | 100%                                                                            
|Madshus A.S., a Norwegian corporation                                    |  | No                   |  | 100%                                                                            
|SMCA, Inc., a Minnesota corporation                                      |  | Yes                  |  | 100%                                                                            
|Stearns Inc., a Minnesota corporation                                    |  | Yes                  |  | 100%                                                                            
|Ride, Inc., a Washington corporation                                     |  | Yes                  |  | 100%                                                                            
|Anthony Sales (Barbados), Ltd., a Barbados corporation**                 |  | No                   |  | 100%                                                                            
|K2 Worldwide Company, a Cayman Island limited company                    |  | No                   |  | 100%                                                                            
|Katin, Inc., a Delaware corporation                                      |  | Yes                  |  | 100%                                                                            
|Morrow Snowboards, Inc., a Delaware corporation                          |  | Yes                  |  | 100%                                                                            
|K2 Bike, Inc., a Delaware corporation                                    |  | Yes                  |  | 100%                                                                            
|K2 Funding Inc., a Delaware corporation                                  |  | No                   |  | 100%                                                                            
|Shakespeare Industries Inc., a Delaware corporation                      |  | No                   |  | 100%                                                                            
|Shakespeare Company (UK) Ltd., a United Kingdom company                  |  | No                   |  | 100%                                                                            
|Shakespeare Monofilament UK Ltd., a United Kingdom company               |  | No                   |  | 100%                                                                            
|K2 (UK) Limited, a United Kingdom company                                |  | No                   |  | 100%                                                                            
|Ride Snowboard Company, a Washington company                             |  | No                   |  | 100%                                                                            
|Ride Manufacturing Inc., a California corporation                        |  | No                   |  | 100%                                                                            
|Smiley Hats, Inc., a Nevada corporation                                  |  | No                   |  | 100%                                                                            
|K2 Corporation of Canada, a Canadian corporation                         |  | No                   |  | 100%                                                                            
|Preston Binding Co., a Washington company                                |  | No                   |  | 100%                                                                            
|Carve Inc., a Washington corporation                                     |  | No                   |  | 100%                                                                            
|SMP Clothing Inc., a Washington corporation                              |  | No                   |  | 100%                                                                            
|K2 Outdoor Products (NZ) Ltd., a New Zealand corporation                 |  | No                   |  | 100%                                                                            
|K2 Finance Company, LLC, a Delaware limited liability company            |  | No                   |  | 100%                                                                            
|K2 Receivables Corporation, a Delaware corporation                       |  | No                   |  | 100%                                                                            

---

Schedule
V
(to Fourth Amendment to Note Agreements)

---

Investments
of the Company and Its Subsidiaries:

|Common Stock Investments           |  | Number of
Shares
|---------------------------------- |  | ----------------
|Albany International Corporation   |  | 10              
|Bell Sports Company                |  | 10              
|Brunswick Corporation              |  | 20              
|Cascade Industries, Incorporated   |  | 10              
|Centuri, Inc.                      |  | 100             
|Champion International Corporation |  | 2               
|Coleco Industries                  |  | 4               
|Coleman Company, Inc.              |  | 10              
|Escalade, Inc.                     |  | 120             
|Figgie International               |  | 16              
|First Team Sports                  |  | 15              
|Glassmaster                        |  | 10              
|Hallwood Industries Incorporated   |  | 2,760           
|Huffy                              |  | 10              
|Johnson Worldwide Associates       |  | 10              
|Major Pool Equipment Corp.         |  | 11              
|Metromedia International Group     |  | 10              
|Mossimo Inc.                       |  | 10              
|Nike, Inc.                         |  | 40              
|Pro-Group                          |  | 10              
|Quiksilver                         |  | 10              
|Reebok International, Ltd.         |  | 10              
|Seatrain Lines, Inc.               |  | 3               
|Skis Rossignol                     |  | 10              
|Starter Corporation                |  | 10              
|The Mead Corporation               |  | 4               

Company's
Affiliates (other than Subsidiaries):

Hilton
Corporate CasualsDivision of K2 Inc.

Shakespeare
Fishing Tackle (South Carolina)Division of Shakespeare LLC

Shakespeare
Monofilament (South Carolina)Division of Shakespeare LLC

Shakespeare
Composites & Electronics (South Carolina)Division of Shakespeare LLC

V-2

---

LIENS OF COMPANY AND ITS SUBSIDIARIES

Liens:

Collateral
Description
A= Accounts
E(S) = Equipment (specified items only)
E(C)= Equipment (all items sold, leased or financed under specific contract)
E(A)= Equipment (all equipment)
B = Blanket
O = Other

|Debtor                    |  | Office/
Agency
Searched       |  | Search
Valid
Through |  | Secured
Party                  |  | File No./
File Date  |  | Collateral
Description |  | Comment                                                                                                                                  
|------------------------- |  | ----------------------------- |  | -------------------- |  | ------------------------------ |  | -------------------- |  | ---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|Anthony Industries        |  | CA Sec. of State              |  | 1/9/02               |  | Enterprise Funding Corporation |  | 9601960459/
1/19/96  |  | A                      |  | Assigned to NationsBank (BofA)                                                                                                           
|                          |  |                               |  |                      |  |                                |  |                      |  |                        |  | K2 Funding Inc. substituted as Debtor                                                                                                    
|Hilton Corporate Casuals1 |  | IL Sec. of State              |  | 1/3/02               |  |                                |  |                      |  |                        |  |                                                                                                                                          
|Hilton Corporate Casuals  |  | AL Sec. of State              |  | 12/26/01             |  |                                |  |                      |  |                        |  |                                                                                                                                          
|K2 Corp.                  |  | Washington Dept. of Licensing |  | 2/15/02              |  | Anthony Industries             |  | 00960190045/
1/19/96 |  | A                      |  | Assigned to NationsBank (BofA) then K2 Funding substituted as Secured Party and further assigned to Bank of America; Continued 11/13/2000
|K2 Corp.                  |  | Washington Dept. of Licensing |  | 2/15/02              |  | K2 Funding                     |  | 00970730026/
3/14/97 |  | A                      |  | Assigned to NationsBank (BofA)                                                                                                           

---

Schedule
VI
(to Fourth Amendment to Note Agreements)

---

|Debtor                                     |  | Office/
Agency
Searched       |  | Search
Valid
Through |  | Secured
Party                                   |  | File No./
File Date      |  | Collateral
Description |  | Comment                
|------------------------------------------ |  | ----------------------------- |  | -------------------- |  | ----------------------------------------------- |  | ------------------------ |  | ---------------------- |  | -----------------------
|K2 Corp.                                   |  | Washington Dept. of Licensing |  | 2/15/02              |  | American Technologies Credit                    |  | 00971390035/
5/19/97     |  | E(S)                   |  |                        
|K 2 Corporation                            |  | CA Sec. of State              |  | 3/6/02               |  | Associates Commercial Corporation               |  | 0020160680/
7/13/2000    |  | E(C)                   |  |                        
|K-2 Corporation                            |  | Washington Dept. of Licensing |  | 2/15/02              |  | PrimeSource Corp.                               |  | 00982670197/
9/24/98     |  | E(C)                   |  |                        
|K-2 Corporation                            |  | Washington Dept. of Licensing |  | 2/15/02              |  | Flow International Corp.                        |  | 00993560217/
11/22/99    |  | E(S)                   |  |                        
|K2 Corporation                             |  | Washington Dept. of Licensing |  | 2/15/02              |  | SAFECO Credit Company, Inc.                     |  | 20011090161/
4/19/01     |  | E(S)                   |  |                        
|K2 Corporation                             |  | Washington Dept. of Licensing |  | 2/15/02              |  | Magid Glove & Safety Mfg. Co.                   |  | 20011490078/
5/29/01     |  | O (Inventory)          |  |                        
|K2 Corporation                             |  | AL Sec. of State              |  | 12/26/01             |  |                                                 |  |                          |  |                        |  |                        
|K2 Corporation                             |  | IL Sec. of State              |  | 1/3/01               |  |                                                 |  |                          |  |                        |  |                        
|K2 Corporation                             |  | IN Sec. of State              |  | 2/19/02              |  | Bankers/
Softech Divisions of EAB Leasing Corp. |  | 200100007508
528/10/4/01 |  | E(C)                   |  |                        
|K2 Corporation                             |  | IN Sec. of State              |  | 2/19/02              |  | Bank of America, N.A., as Agent                 |  | 200200000631
256/1/22/02 |  |                        |  |                        
|K2 Funding                                 |  | CA Sec. of State              |  | 1/9/02               |  | Enterprise Funding Corporation                  |  | 9707360241/
3/7/97       |  | A                      |  | Assigned to NationsBank
|K2 Funding Inc.                            |  | DE Sec. of State              |  | 12/7/01              |  |                                                 |  |                          |  |                        |  |                        
|K2 Funding Inc.                            |  | DE Sec. of State              |  |                      |  | K-2 Corporation                                 |  |                          |  | A                      |  | Pending filing         
|K2 Funding Inc.                            |  | DE Sec. of State              |  |                      |  | Shakespeare Company, LLC                        |  |                          |  | A                      |  | Pending filing         
|K2 Funding Inc.                            |  | DE Sec. of State              |  |                      |  | Stearns Inc.                                    |  |                          |  | A                      |  | Pending filing         
|K2 Inc.                                    |  | DE Sec. of State              |  | 1/25/02              |  |                                                 |  |                          |  |                        |  |                        
|K2 Inc.                                    |  | CA Sec. of State              |  | 3/6/02               |  | K2 Funding, Inc.                                |  | 9709460920/
4/3/97       |  | A                      |  |                        
|K2 Inc.                                    |  | AL Sec. of State              |  | 12/26/01             |  |                                                 |  |                          |  |                        |  |                        
|K2 Inc.                                    |  | IL Sec. of State              |  | 1/3/02               |  |                                                 |  |                          |  |                        |  |                        
|K2 Inc. dba Simplex                        |  | OH Sec. of State              |  |                      |  | General Electric Capital Corporation            |  | AP0204752/
1/4/00        |  | E(S)                   |  |                        
|K2 Inc.                                    |  | MI Sec. of State              |  |                      |  | Caterpillar Financial Services Corporation      |  | 9501612016/
12/7/98      |  | E(S)                   |  |                        
|K2 Inc., Shakespeare Monofilament Division |  | SC Sec. of State              |  |                      |  | NEC America, Inc.                               |  | 981110-
114259A          |  | E(S)                   |  |                        
|K2 Inc., Shakespeare Monofilament Division |  | CA Sec. of State              |  |                      |  | NEC America, Inc.                               |  | 9832060787/
11/10/98     |  | E(S)                   |  |                        
|K-2 International                          |  | Washington Dept. of Licensing |  | 12/10/01             |  |                                                 |  |                          |  |                        |  |                        
|K-2 International, Inc.                    |  | IN Sec. of State              |  | 1/7/02               |  |                                                 |  |                          |  |                        |  |                        

VI-2

---

|K2 Worldwide Company           |  | CA Sec. of State              |  | 1/9/02   |  |                                 |  |                       |  |      |  |                                        
|------------------------------ |  | ----------------------------- |  | -------- |  | ------------------------------- |  | --------------------- |  | ---- |  | ---------------------------------------
|Morrow Snowboards              |  | Washington Dept. of Licensing |  | 12/10/01 |  | Flow International Corp.        |  | 00993560217/
11/22/99 |  | E(S) |  |                                        
|Planet Earth Skateboards, Inc. |  | CA Sec. of State              |  | 1/9/02   |  | Hawthorne Machinery Co.         |  | 9922460390/
7/30/99   |  | E(S) |  |                                        
|Preston Binding Company        |  | Washington Dept. of Licensing |  | 12/10/01 |  |                                 |  |                       |  |      |  |                                        
|Ride, Inc.                     |  | Washington Dept. of Licensing |  | 1/31/02  |  | Key Corp Leasing                |  | 00981100505/
4/20/98  |  | E(S) |  |                                        
|Ride, Inc.                     |  | Washington Dept. of Licensing |  | 1/31/02  |  | Key Corp Leasing                |  | 00981100506/
4/20/98  |  | E(S) |  |                                        
|Ride, Inc.                     |  | Washington Dept. of Licensing |  | 1/31/02  |  | Key Corp Leasing                |  | 00981100507/
4/20/98  |  | E(S) |  |                                        
|Ride, Inc.                     |  | Washington Dept. of Licensing |  | 1/31/02  |  | Key Corp Leasing                |  | 00981130231/
4/23/98  |  | E(S) |  |                                        
|Ride, Inc.                     |  | Washington Dept. of Licensing |  | 1/31/02  |  | Key Corp Leasing                |  | 00981910124/
7/10/98  |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | CA Sec. of State              |  | 3/4/02   |  |                                 |  |                       |  |      |  |                                        
|Shakespeare Company            |  | CA Sec. of State              |  |          |  | Bank of America, N.A., as Agent |  | 9707360252/
3/13/97   |  |      |  |                                        
|Shakespeare Company            |  | CA Sec. of State              |  |          |  | Bank of America, N.A., as Agent |  | 9601960446            |  |      |  |                                        
|Shakespeare Company, LLC       |  | DE Sec. of State              |  | 1/25/02  |  | Wells Fargo Financial           |  | 200111125330/
9/10/01 |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | DE Sec. of State              |  | 1/25/02  |  | Bank of America, N.A., as Agent |  | 20162291/
1/18/02     |  |      |  |                                        
|Shakespeare Company, LLC       |  | DE Sec. of State              |  | 1/25/02  |  | Bank of America, N.A., as Agent |  | 20118376/
1/15/02     |  |      |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Citicorp Vendor Finance, Inc.   |  | 104812A/
3/20/01      |  | E(C) |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Associates Leasing, Inc.        |  | 124716A/
3/6/98       |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Midland Clarklift, Inc.         |  | 084426A/
4/16/99      |  | E(S) |  | Assigned to Associates Commercial Corp.
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | National Vendor Supply Co.      |  | 133749A/
1/28/99      |  | E(S) |  | Assigned to Industrial Credit          
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Associates Leasing, Inc.        |  | 100110A/
6/22/99      |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Associates Leasing, Inc.        |  | 100054A/
6/22/99      |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Associates Leasing, Inc.        |  | 113047A/
8/19/98      |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Southland Equipment             |  | 163229B/
1/15/97      |  | E(S) |  | Assigned to Associates Leasing         
|Shakespeare Company, LLC       |  | SC Sec. of State              |  | 1/10/02  |  | Barloworld Handling             |  | 092851A/
5/31/01      |  | E(S) |  |                                        
|Shakespeare Company, LLC       |  | OH Sec. of State              |  | 1/9/02   |  |                                 |  |                       |  |      |  |                                        

VI-3

---

|Shakespeare Company, LLC              |  | NJ Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|------------------------------------- |  | ----------------------------- |  | -------- |  | -------------------------------- |  | ----------------- |  | ---- |  | -------------------------------
|Shakespeare Company, LLC              |  | FL Sec. of State              |  | 3/1/02   |  |                                  |  |                   |  |      |  |                                
|Shakespeare Conductive Fibers, LLC    |  | CA Sec. of State              |  | 1/9/02   |  |                                  |  |                   |  |      |  |                                
|Shakespeare Conductive Fibers, LLC    |  | DE Sec. of State              |  | 11/20/01 |  |                                  |  |                   |  |      |  |                                
|Shakespeare Composites & Electronics2 |  | SC Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|Shakespeare Composites & Electronics  |  | CA Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|Shakespeare Composites & Electronics  |  | FL Sec. of State              |  | 3/1/02   |  |                                  |  |                   |  |      |  |                                
|Shakespeare Composites & Electronics  |  | NJ Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|Shakespeare Composites & Electronics  |  | OH Sec. of State              |  | 1/9/02   |  |                                  |  |                   |  |      |  |                                
|Shakespeare Fishing Tackle2           |  | SC Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|Shakespeare Fishing Tackle            |  | NJ Sec. of State              |  | 1/10/02  |  |                                  |  |                   |  |      |  |                                
|Shakespeare Monafilament2             |  | SC Sec. of State              |  | 1/10/02  |  | WB Group LP dba Wrenn Handling   |  | 142821A/
4/7/99   |  | E(S) |  | Assigned to Hyster Credit Co.  
|Shakespeare Monafilament              |  | SC Sec. of State              |  | 1/10/02  |  | WB Group LP dba Wrenn Handling   |  | 120328A/
1/18/99  |  | E(S) |  | Assigned to Hyster Credit Co.  
|Shakespeare Monafilament              |  | NC Sec. of State              |  | 12/20/01 |  |                                  |  |                   |  |      |  |                                
|Sitca Corporation                     |  | Washington Dept. of Licensing |  | 12/10/01 |  |                                  |  |                   |  |      |  |                                
|Smiley Hats, Inc.                     |  | Washington Dept. of Licensing |  | 12/10/01 |  |                                  |  |                   |  |      |  |                                
|SMP Clothing, Inc.                    |  | Washington Dept. of Licensing |  | 12/10/01 |  |                                  |  |                   |  |      |  |                                
|Stearns, Inc.                         |  | MN Sec. of State              |  | 2/19/02  |  | IBM Credit Corp.                 |  | 2191501/
1/06/99  |  | E(C) |  |                                
|Stearns, Inc.                         |  | MN Sec. of State              |  | 2/19/02  |  | IBM Credit Corp.                 |  | 1984766/
10/30/97 |  | E(C) |  |                                
|Stearns, Inc.                         |  | MN Sec. of State              |  | 2/19/02  |  | Hirsch International Corp.       |  | 2066713/
9/8/98   |  | E(S) |  |                                
|Stearns, Inc.                         |  | MN Sec. of State              |  | 2/19/02  |  | Green Tree Vendor Services Group |  | 21102881/
3/1/99  |  | E(S) |  | Assigned to Wells Fargo Leasing

VI-4

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|Stearns, Inc.                 |  | MN Sec. of State |  | 2/19/02 |  | Minnesota Lift Truck      |  | 2286596/
1/2/01  |  | E(S) |  | Assigned to Toyota Motor Credit Corporation
|----------------------------- |  | ---------------- |  | ------- |  | ------------------------- |  | ---------------- |  | ---- |  | -------------------------------------------
|Stearns, Inc.                 |  | MN Sec. of State |  | 2/19/02 |  | K2 Funding                |  | 2216955/
4/06/00 |  | A    |  | Assigned to Bank of America                
|Stearns Manufacturing         |  | MN Sec. of State |  | 3/18/02 |  | Northern States Power Co. |  | 1508906/
6/12/92 |  | E(S) |  | Search date                                
|Stearns Manufacturing Co.     |  | MN Sec. of State |  | 3/20/02 |  | IBM Credit Corporation    |  | 1929884/
4/3/97  |  | E(S) |  | Search date                                
|Stearns Manufacturing Company |  | MN Sec. of State |  | 3/20/02 |  | MacPherson Meistergram    |  | 1993039/
12/2/97 |  | E(S) |  | Search date                                

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VI-5

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[Form of Amended and Restated Note]K2 Inc.

Senior
Note due November 30, 2004

|                            |  |                               
|--------------------------- |  | ------------------------------
|No. [            ]          |  | [Date]                        
|$[                        ] |  | PPN [                        ]

K2 Inc.,
a Delaware corporation (the"Company"), for value received, hereby promises to pay to

or
registered assigns
on the thirtieth day of November, 2004
the principal amount of

Dollars
($                        )

and
to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the Applicable
Interest Rate from the date hereof until maturity, payable semiannually on the thirtieth day of each May and November in each year (commencing with the May 30 or November 30 next
succeeding the date hereof) and at maturity.
The Company agrees to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at a rate per annum, after the due date, whether by acceleration or otherwise, until paid, equal to the higher of (i) 2% over the Applicable Interest Rate and
(ii) the annual rate of interest announced from time to time by Citibank, N.A., or its successors, as its "prime rate" plus 2% per annum. Both the principal hereof and interest hereon are
payable at the principal office of the Company in Los Angeles, California in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of
public and private debts.

This
Note is one of the Senior Notes due November 30, 2004 (the"Notes") of the Company in the aggregate principal amount of
$40,000,000 issued pursuant to the terms and provisions of the separate Note Agreement dated as of October 15, 1992 (as from time to time amended, supplemented or modified, including a Fourth
Amendment to Note Agreements dated as of March 27, 2002, the"Note Agreements"), entered into by the Company with the respective Noteholders
named therein, and this Note and the holder hereof are entitled equally and ratably with the holders of all other Notes outstanding under the Note Agreements to all the benefits provided for thereby
or referred to therein. Reference is hereby made to the Note Agreements for a statement of such rights and benefits.

This
Note and the other Notes outstanding under the Note Agreements may be declared due prior to their expressed maturity dates and certain prepayments are required to be made thereon,
all in the events, on the terms and in the manner and amounts as provided in the Note Agreements.

Exhibit
A
(to Fourth Amendment to Note Agreements)

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The
Notes are not subject to prepayment or redemption at the option of the Company prior to their expressed maturity dates except on the terms and conditions and in the amounts and with
the premium, if any, set forth in the Note Agreements.

This
Note is registered on the books of the Company and is transferable, subject to the provisions of Section 9.1 of the Note Agreements, only by surrender thereof at the
principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Note or its attorney duly authorized in writing. Payment
of or on account of principal,
premium, if any, and interest on this Note shall be made only to or upon the order in writing of the registered holder.

| |  | K2 Inc.
| |  | -------
| |  | By:    
| |  |        
| |  |        

-2-

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INTERCREDITOR AGREEMENT

Exhibit
B
(to Fourth Amendment to Note Agreements)

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AMENDMENT TO GUARANTY AGREEMENT

Exhibit
C
(to Fourth Amendment to Note Agreements)

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CASH FLOW FORECASTS

Exhibit
D
(to Fourth Amendment to Note Agreements)

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