EXHIBIT 10(b)(1)

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K2 INC.

THIRD
AMENDMENT TO NOTE PURCHASE AGREEMENT

DATED
AS OF MARCH 27, 2002

Re:

Note
Purchase Agreement dated as of December 1, 1999

and

$50,000,000
Senior Notes

Due
December 1, 2009

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Table of Contents

|Section    |              | Heading                                            |                                                 | Page                                   
|---------- | ------------ | -------------------------------------------------- | ----------------------------------------------- | ---------------------------------------
|SECTION 1. |              | DESCRIPTION OF NOTES AND COMMITMENT                |                                                 | 2                                      
|SECTION 2. |              | EFFECTIVE DATE                                     |                                                 | 2                                      
|SECTION 3. |              | AMENDMENT TO THE NOTE AGREEMENT                    |                                                 | 2                                      
|           | Section 3.1. |                                                    | Amendment to Section 1                          |                                        
|           |              | Section 1.2.                                       |                                                 | Security for the Notes                 
|           | Section 3.2. |                                                    | Amendment of Section 7 (Reporting Information)  |                                        
|           |              | Section 7.1.                                       |                                                 | Financial and Business Information     
|           |              | Section 7.2.                                       |                                                 | Officer's Certificate                  
|           |              | Section 7.3.                                       |                                                 | Inspection                             
|           | Section 3.3. |                                                    | Amendment to Section 8.2 (Optional Prepayments) |                                        
|           | Section 3.4. |                                                    | Amendment of Section 9 (Affirmative Covenants)  |                                        
|           |              | Section 9.1.                                       |                                                 | Compliance with Law                    
|           |              | Section 9.2.                                       |                                                 | Insurance                              
|           |              | Section 9.3.                                       |                                                 | Maintenance of Properties              
|           |              | Section 9.4.                                       |                                                 | Payment of Taxes                       
|           |              | Section 9.5.                                       |                                                 | Corporate Existence, Etc               
|           |              | Section 9.6.                                       |                                                 | Guaranty by Subsidiaries               
|           |              | Section 9.7.                                       |                                                 | Rating for the Notes                   
|           |              | Section 9.8.                                       |                                                 | Foreign Pledges                        
|           |              | Section 9.9.                                       |                                                 | Further Assurances                     
|           |              | Section 9.10.                                      |                                                 | Collateral Matters                     
|           |              | Section 9.11.                                      |                                                 | Junior Capital                         
|           |              | Section 9.12.                                      |                                                 | Amendments to Agreements               
|           |              | Section 9.13.                                      |                                                 | Leases.                                
|           |              | Section 9.14.                                      |                                                 | Post-Closing Deliveries.               
|           | Section 3.5. |                                                    | Amendment to Section 10 (Negative Covenants)    |                                        
|           |              | Section 10.1.                                      |                                                 | Consolidated Net Worth                 
|           |              | Section 10.2.                                      |                                                 | Leverage Ratio                         
|           |              | Section 10.3.                                      |                                                 | Limitations on Indebtedness            
|           |              | Section 10.4.                                      |                                                 | Interest Coverage Ratio                
|           |              | Section 10.5.                                      |                                                 | Fixed Charges Coverage Ratio           
|           |              | Section 10.6.                                      |                                                 | Limitation on Liens                    
|           |              | Section 10.7.                                      |                                                 | Sales of Assets                        
|           |              | Section 10.8.                                      |                                                 | Merger, Consolidation and Sale of Stock
|           |              | Section 10.9.                                      |                                                 | Nature of Business                     
|           |              | Section 10.10.                                     |                                                 | Transactions with Affiliates           
|           |              | Section 10.11.                                     |                                                 | No Restrictions on Subsidiaries        
|           |              | Section 10.12.                                     |                                                 | Acquisitions                           
|           |              | Section 10.13.                                     |                                                 | Loans and Investments                  
|           |              | Section 10.14.                                     |                                                 | Restricted Payments                    
|           | Section 3.6. |                                                    | Amendment to Section 11 (Events of Default)     |                                        
|           | Section 3.7. |                                                    | Amendment to Section 15 (Expenses, Etc.)        |                                        
|           |              | Section 15.1.                                      |                                                 | Transaction Expenses                   
|           | Section 3.8. |                                                    | New Definitions                                 |                                        
|SECTION 4. |              | Representations and Warranties                     |                                                 | 43                                     
|SECTION 5. |              | Conditions Precedent to Effectiveness of Agreement |                                                 | 46                                     
|SECTION 6. |              | Waiver                                             |                                                 | 47                                     
|           | Section 6.1. |                                                    | Waiver of Compliance with Section 10.5          |                                        
|SECTION 7. |              | Miscellaneous                                      |                                                 | 47                                     

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| | Section 7.1. |  | Effect of Agreement and Reaffirmation       |  | 47
| | ------------ |  | ------------------------------------------- |  | --
| | Section 7.2. |  | Release of Claims                           |  | 47
| | Section 7.3. |  | Successors and Assigns                      |  | 47
| | Section 7.4. |  | Expenses                                    |  | 47
| | Section 7.5. |  | Counterparts                                |  | 48
| | Section 7.6. |  | Governing Law                               |  | 48
| | Section 7.7. |  | Approval of Amendment to Guaranty Agreement |  | 48
| | Section 7.8. |  | GE Securitization                           |  | 48

Schedule I
 Names and Addresses of Noteholders

Schedule II
 Closing Conditions

Schedule III
 Post-Closing Requirements

Schedule IV
 Indebtedness of the 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

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EXHIBIT 10(b)(1)

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

Dated as of March 27, 2002

To the Noteholders named in
Schedule I hereto

Ladies
and Gentlemen:

This
Third Amendment to Note Purchase Agreement (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 the Note Purchase Agreement dated as of December 1, 1999 (the"Original Note
Purchase Agreement"), as amended by the Amendment and Waiver dated as of December 15, 2001 (the"First Amendment") and
the Amendment and Waiver dated as of January 15, 2002 (the"Second Amendment") (the Original Note Purchase Agreement, as so amended by the First
Amendment and the Second Amendment, the"Existing Note Agreement"). Under
and pursuant to the Existing Note Agreement, the Company sold to the Original Noteholders its 8.41% Senior Notes due December 1, 2009 in the original aggregate principal amount of $50,000,000
(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 Agreement."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 first day of June and December in each year
(commencing June 1, 2002), to be expressed to mature on December 1, 2009, and otherwise substantially in the form attached hereto as Exhibit A. The term "Notes"as used herein and

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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.Section 1 of the Note Agreement shall be and is hereby amended
(i) by inserting a new subsection to read as"Section 1.1. Description of the Notes."immediately after the caption heading of such
Section 1 and immediately before the phrase "The Company will authorize...," and (ii) by the deletion of the last paragraph of Section 1 and by the addition thereto of a new
Section 1.2 in lieu thereof to read as follows:



Section 3.2.Amendment of Section 7 (Reporting Information).Section 7 of the Note Agreement shall be and
is hereby amended in its entirety to read as follows:

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Section 7. Information as to Company.

Section 7.1. Financial and Business Information.The Company shall deliver to each holder of Notes that is an
Institutional Investor:



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Section 7.2. Officer's Certificate.Each set of financial statements delivered to a holder of Notes pursuant to
Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth:



Section 7.3. Inspection.The Company shall permit the representatives of each holder of Notes that is an Institutional
Investor:



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Section 3.3.Amendment to Section 8.2 (Optional Prepayments).Section 8.2 of the Note Agreement shall be
and is hereby amended by the addition of a new sentence at the end of such Section which shall read as follows:

"Notwithstanding
the foregoing, (i) the Notes may be redeemed in accordance with the provisions of Section 9.11 without the payment of any Make Whole Amount and
(ii) so long as no Default or Event of Default shall exist, the Notes may be redeemed from the proceeds of insurance or condemnation with respect to property of the Company or any Subsidiary
which is subject to the Lien of the Security Documents without the payment of any Make-Whole Amount."

Section 3.4.Amendment of Section 9 (Affirmative Covenants).Section 9 of the Note Agreement shall be and
is hereby amended in its entirety to read as follows:



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Section 3.5.Amendment to Section 10 (Negative Covenants).Section 10 of the Note Agreement shall be and
is hereby amended in its entirety to read as follows:



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|Period                                                                     |  | Maximum Leverage Ratio
|-------------------------------------------------------------------------- |  | ----------------------
|                                                                           |  |                       
|Prior to 6/29/02                                                           |  | 7.80 to 1             
|6/30/02-9/29/02                                                            |  | 7.30 to 1             
|9/30/02-12/30/02                                                           |  | 6.75 to 1             
|12/31/02-3/30/03                                                           |  | 5.50 to 1             
|3/31/03-6/29/03                                                            |  | 5.00 to 1             
|6/30/03-9/29/03                                                            |  | 4.75 to 1             
|9/30/03-12/30/03                                                           |  | 4.25 to 1             
|12/31/03- 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 Ratio
|---------------------------------------------------- |  | -------------------------------
|December 31, 2001                                    |  | 2.50 to 1                      
|March 31, 2002 and June 30, 2002                     |  | 1.75 to 1                      
|September 30, 2002                                   |  | 1.90 to 1                      
|December 31, 2002                                    |  | 2.25 to 1                      
|March 31, 2003, June 30, 2003 and September 30, 2003 |  | 2.50 to 1                      



|Fiscal Quarter(s) Ending         |  | Minimum Fixed Charges Ratio
|-------------------------------- |  | ---------------------------
|December 31, 2001                |  | 1.25 to 1                  
|March 31, 2002                   |  | 0.70 to 1                  
|June 30, 2002                    |  | 0.80 to 1                  
|September 30, 2002               |  | 0.95 to 1                  
|December 31, 2002                |  | 1.25 to 1                  
|March 31, 2003                   |  | 1.35 to 1                  
|June 30, 2003                    |  | 1.45 to 1                  
|September 30, 2003               |  | 1.55 to 1                  
|December 31, 2003 and thereafter |  | 1.75 to 1                  

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Section 3.6.Amendment to Section 11 (Events of Default).Section 11 of the Note Agreement shall be and
is hereby amended in its entirety to read as follows:



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Section 3.7.Amendment to Section 15 (Expenses, Etc.).Section 15.1 of the Note Agreement shall be and is
hereby amended to read in its entirety as follows:



Section 3.8.New Definitions.Schedule B to the Note Agreement shall be and is hereby amended in its entirety to
read as follows:



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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 1992 Note Agreements 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:



Section 6. Waiver.

Section 6.1. Waiver of Compliance with Section 10.5.The Purchasers hereby waive compliance by the Company with
Section 10.5 of the Existing Note Agreement for the fiscal quarters ended on September 30, 2001 and December 31, 2001;providedthat the ratio of Consolidated Income Available for Fixed Charges (as such term is defined in the Existing Note Agreement) to Fixed Charges shall have been not less than .75 to 1.0 as of either of
such dates.

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 Agreement, the Notes and all other documents and agreements executed by the Company in connection with the Note Agreement 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
Agreement and the Notes, as amended hereby.

Section 7.2.Release of Claims.In further consideration of Noteholders' execution of this Amendment, 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

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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.

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 its
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") and (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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EXHIBIT 10(b)(1)

IN
WITNESS WHEREOF, the Company has executed this Third Amendment to Note Purchase Agreement as of the day and year first above written.

| |  | K2 INC.
| |  | -------
| |  | By     
| |  |        
| |  | Its    
| |  |        

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Third Amendment to Note Purchase Agreement

K2
Inc.

This
Third Amendment to Note Purchase Agreement is accepted and agreed to as of the day and year first above written.

| |  | THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
| |  | ----------------------------------------------
| |  | By                                            
| |  |                                               
| |  | Its                                           
| |  |                                               

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Third Amendment to Note Purchase Agreement

K2
Inc.

This
Third Amendment to Note Purchase Agreement is accepted and agreed to as of the day and year first above written.

| |  | CONNECTICUT GENERAL LIFE INSURANCE COMPANY
| |  | ------------------------------------------
| |  | By                                        
| |  | By                                        
| |  |                                           
| |  | Its                                       
| |  |                                           

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Third Amendment to Note Purchase Agreement

K2
Inc.

This
Third Amendment to Note Purchase Agreement is accepted and agreed to as of the day and year first above written.

| |  | THE CANADA LIFE ASSURANCE COMPANY, AS BENEFICIAL OWNER
| |  | ------------------------------------------------------
| |  | By                                                    
| |  |                                                       
| |  | Its                                                   
| |  |                                                       

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The
Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Connecticut
General Life Insurance Company
c/o Cigna Investments, Inc.
280 Trumbull Street
Hartford, Connecticut 06103

The
Canada Life Assurance Company
330 University Avenue, SP-11
Toronto, Ontario, Canada M5G 1R8

SCHEDULE
I
(to Third Amendment to Note Purchase Agreement)

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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 or a Guaranty Supplement 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 and 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 Third Amendment to Note Purchase Agreement)

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10.1992 Note Agreement.The Company shall have entered into an amendment to the 1992 Note Agreement which amendment shall be reasonably
satisfactory to the Noteholders.

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 Senior Note Agreement and the Collateral Agent.

13.Guaranty Supplement.Shakespeare Connective Fibers, LLC shall have executed and 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 Original Note Purchase Agreement but with
respect to the Note Agreement, 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 all 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.

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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 19, 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 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 Liens permitted by Section 10.6 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.

SSCHEDULE
III
(to Third Amendment to Note Purchase Agreement)

---

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 Third Amendment to Note Purchase Agreement)

---

Subsidiaries of Company, Investments, Affiliates

|Subsidiaries                                                             |  | Subsidiary
Guarantor |  | Percentage of Each Class Outstanding 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 Third Amendment to Note Purchase Agreement)

---

Investments of the Company and Its Subsidiaries:

Common Stock Investments

Number of SharesAlbany International Corporation

10Bell Sports Company

10Brunswick Corporation

20Cascade Industries, Incorporated

10Centuri, Inc.

100Champion International Corporation

2Coleco Industries

4Coleman Company, Inc.

10Escalade, Inc.

120Figgie International

16First Team Sports

15Glassmaster

10Hallwood Industries Incorporated

2,760Huffy

10Johnson Worldwide Associates

10Major Pool Equipment Corp.

11Metromedia International Group

10Mossimo Inc.

10Nike, Inc.

40Pro-Group

10Quiksilver

10Reebok International, Ltd.

10Seatrain Lines, Inc.

3Skis Rossignol

10Starter Corporation

10The 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

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 Third Amendment to Note Purchase Agreement)

---

|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

---

|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                                

---

VI-5

---

[Form of Amended and Restated Note]K2 Inc.

Series 1999-A
Senior Note due December 1, 2009

|                            |  |                
|--------------------------- |  | ---------------
|No. [            ]          |  | [Date]         
|$[                        ] |  | PPN 482732 A* 5

For Value Received,the undersigned, K2 Inc. (herein called the"Company"), a
corporation organized and existing under the laws of the State of Delaware, hereby promises to pay to [                        ]
or registered assigns, the principal sum of
[                        ] Dollars on December 1, 2009 with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the
unpaid balance thereof at the Applicable Rate from the date hereof, payable semi-annually, on the first day of June and December in each year, commencing with the June 1 or
December 1 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount (as defined in the Note Purchase Agreement referred to below), payable
semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 2% over the Applicable
Interest Rate or (ii) 2% over the rate of interest publicly announced by Bank of America, N.A. from time to time in New York, New York as its "base" or "prime" rate.

Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal
office of Bank of America, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase
Agreement referred to below.

This
Note is one of a series of Senior Notes (herein called the"Notes") issued pursuant to separate Note Purchase Agreement, dated as of
December 1, 1999 (as from time to time amended, supplemented or modified, including a Third Amendment to Note Purchase Agreement dated as of March 27, 2002, the "Note Purchase Agreement"),
between the Company and the respective Noteholders named therein and is entitled to the benefits thereof. Each holder of
this Note will be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to have
made the representation set forth in Section 6.2 of the Note Purchase Agreement.

This
Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Exhibit
A
(to Third Amendment to Note Purchase Agreement)

---

The
Company will make required prepayments of principal on the dates and in the amounts specified in the Note Purchase Agreement. This Note is also subject to optional prepayment, in
whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

The
interest rate borne by this Note and the other Notes issued pursuant to the Note Purchase Agreement may be changed upon the terms and conditions set forth in the Note Purchase
Agreement.

If
an Event of Default, as defined in the Note Purchase Agreement, occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner,
at the
price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

All
amounts of principal, interest and Make-Whole Amount payable with respect to the Notes are unconditionally guaranteed by all Subsidiaries under and pursuant to that
certain Guaranty Agreement dated as of December 1, 1999 from said Subsidiaries.

This
Note shall be construed and enforced in accordance with, and the rights of the issuer and holder hereof shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.

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

VI-2

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INTERCREDITOR AGREEMENT

Exhibit
B
(to Third Amendment to Note Purchase Agreement)

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AMENDMENT TO GUARANTY AGREEMENT

Exhibit
C
(to Third Amendment to Note Purchase Agreement)

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CASH FLOW FORECASTS

Exhibit
D
(to Third Amendment to Note Purchase Agreement)

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