Exhibit 10(h)

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this "Agreement") dated as of March 28, 2002 is among K2 INC., a Delaware
corporation (the "Company"), each subsidiary of the Company listed on the signature pages hereof, such other subsidiaries of the Company as from time to
time become parties hereto (collectively, including the Company, the "Pledgors" and each individually a
"Pledgor") and BANK OF AMERICA, N.A. ("Bank of America"), in its capacity as collateral agent (in such
capacity, the "Collateral Agent") under the Intercreditor Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Company, various financial institutions (the "Lenders") and Bank of America, as Administrative Agent
(in such capacity, the "Administrative Agent"), have entered into a Credit Agreement dated as of December 21, 1999 (as amended, restated or
otherwise modified from time to time, the "Credit Agreement");

WHEREAS,
the Company is a party to separate Note Agreements dated as of October 15, 1992 (as amended, restated or otherwise modified from time to time, the
"1992 Note Agreements") with various purchasers (the "1992 Noteholders");

WHEREAS,
the Company is a party to a Note Purchase Agreement dated as of December 1, 1999 (as amended, restated or otherwise modified from time to time, the
"1999 Note Agreement"; together with the 1992 Note Agreements, the "Note Agreements") with various
purchasers (the "1999 Noteholders"; together with the 1992 Noteholders, collectively the "Noteholders");

WHEREAS,
each of the Pledgors (other than the Company) has guarantied all obligations of the Company under the Credit Agreement, the Note Agreements and certain other financing
arrangements referenced below;

WHEREAS,
pursuant to (i) the Continuing Guaranty dated August 19, 2000, (ii) the Amended and Restated Continuing Guaranty (Multicurrency) dated March 28, 2002
and (iii) the Continuing Guaranty (Multicurrency) dated July 31, 1998, the Company has guaranteed all of the obligations of K-2 Corporation, K2 Ski Sport + Mode
GmbH and Shakespeare Company (UK) Limited, respectively, under various financing arrangements made available to such entities by Bank of America and various subsidiaries and affiliates thereof;

WHEREAS,
pursuant to the Continuing Guaranty (Foreign Currency) dated October 29, 1998, the Company has guaranteed all of the obligations of K2 Japan Co. Ltd. under a
financing arrangement made available to such entity by Union Bank of California, N.A.;

WHEREAS,
pursuant to an Amended and Restated Intercreditor Agreement dated as of the date hereof (as amended, restated or otherwise modified from time to time, the
"Intercreditor Agreement"), the Administrative Agent, on behalf of itself and the Lenders, the Noteholders, various other parties from time to time
thereto and the Collateral Agent have agreed that (i) the Benefited Obligations (as defined in the Intercreditor Agreement) shall be secured and guarantiedpari
passuand (ii) Bank of America shall act as collateral agent for the Benefited Parties (as defined in the Intercreditor Agreement); and

WHEREAS,
the Benefited Obligations of each Pledgor are to be secured pursuant to this Agreement;

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Definitions.When used herein, (a) the termsBenefited Obligations, Benefited
Parties, Collateral Release Date, Event of Default, Financing AgreementandPersonshall have the respective meanings assigned
thereto in the Intercreditor Agreement; (b) references to agreements (including this

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Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are
not prohibited by the terms of any Financing Agreement; and (c) the following terms have the following meanings (such meanings to be applicable to both the singular and plural forms of such
terms):

Administrative Agentsee theRecitals.

Agreementsee thePreamble.

Bank of Americasee thePreamble.

CollateralseeSection 2.

Collateral Agentsee thePreamble.

Companysee thePreamble.

Credit Agreementsee theRecitals.

Defaultmeans the occurrence of any of the following events: (a) any Unmatured Event of Default under Section 8.01(g) of the
Credit Agreement, Section 6.1(i), (j) or (k) of the 1992 Note Agreements or Section 11(h) of the 1999 Note Agreement; (b) any Event of Default; or (c) any
warranty of any Pledgor herein is untrue or misleading in any material respect and, as a result thereof, the Collateral Agent's security interest for the benefit of the Benefited Parties in any
material portion of the Collateral is not perfected or the Collateral Agent's rights and remedies with respect to any material portion of the Collateral are materially impaired or otherwise materially
adversely affected.

Foreign Issuermeans each Issuer which is a Foreign Subsidiary (as such term is defined in the Credit Agreement and each of the Note
Agreements).

Intercreditor Agreementsee theRecitals.

Issuermeans the issuer of any of the shares of stock or other securities representing all or any portion of the Collateral.

Lenderssee theRecitals.

Liabilitiesmeans, as to each Pledgor, all Benefited Obligations of such Pledgor.

1992 Note Agreementssee theRecitals.

1992 Noteholderssee theRecitals.

1999 Note Agreementsee theRecitals.

1999 Noteholderssee theRecitals.

Note Agreementsee theRecitals.

Noteholdersee theRecitals.

Permitted Liensmeans (i) the security interest created hereunder and (ii) inchoate tax and ERISA liens.

Pledgorsee thePreamble.

Unmatured Event of Defaultmeans any event which if it continues uncured will, with lapse of time or notice or both, constitute an Event
of Default.

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2.Pledge.As security for the payment of all Liabilities, each Pledgor hereby pledges to the Collateral Agent
for the benefit of the Benefited Parties, and grants to the Collateral Agent for the benefit of the Benefited Parties a continuing security interest in, all of the following:



All
of the foregoing are herein collectively called the "Collateral".

Each
Pledgor agrees to deliver to the Collateral Agent, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in
blank), any Collateral (other than dividends which such Pledgor is entitled to receive and retain pursuant toSection 5hereof) which may at any
time or from time to time be in or come into the possession or control of such Pledgor; and prior to the delivery thereof to the Collateral Agent, such Collateral shall be held by such Pledgor
separate and apart from its other property and in express trust for the Collateral Agent and for the benefit of the Benefited Parties.

3.Warranties; Further Assurances.Each Pledgor warrants to the Collateral Agent for the benefit of each
Benefited Party that: (a) such Pledgor is (or at the time of any future delivery, pledge, assignment or transfer thereof will be) the legal and equitable owner of such Pledgor's Collateral free
and clear of all liens, security interests and encumbrances of every description whatsoever other than Permitted Liens; (b) the pledge and delivery of such Pledgor's Collateral to the
Collateral Agent pursuant to this Agreement will create a valid first priority perfected security interest in such Collateral in favor of the Collateral Agent for the benefit of the Benefited Parties
(except to the extent that, with respect to any Foreign Issuer, additional steps are required under the laws of the jurisdiction of such Foreign Issuer's organization to create or perfect a security
interest or the equivalent thereof); (c) all shares of stock or other securities pledged by such Pledgor referred to inSchedule Ihereto
are duly authorized, validly issued, fully paid and non-assessable; (d) as to each Issuer whose name appears inSchedule Ihereto, such
Pledgor's Collateral represents on the date hereof not less than the applicable percentage (as shown inSchedule Ihereto) of the total shares of
capital stock issued and outstanding of such Issuer; and (e) the information contained inSchedule Ihereto with respect to such Pledgor
is true and accurate in all respects.

So
long as any of the Liabilities shall be outstanding or any commitment shall exist on the part of any Benefited Party with respect to the creation of any Liabilities, each Pledgor
(i) shall deliver such

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financing statements and other documents (and pay the costs of filing and recording the same in all public offices reasonably deemed necessary or appropriate by the Collateral Agent) and do such
other acts and things, all as the Collateral Agent may from time to time reasonably request, to establish and maintain a valid, perfected security interest in the Collateral (free of all other liens,
claims and rights of third parties whatsoever, other than Permitted Liens) to secure the performance and payment of the Liabilities; (ii) will execute and deliver to the Collateral Agent such
stock powers and similar documents relating to such Pledgor's Collateral, satisfactory in form and substance to the Collateral Agent, as the Collateral Agent may reasonably request; and
(iii) will furnish each Benefited Party such information concerning such Pledgor's Collateral as such Benefited Party may from time to time reasonably request, and will permit any Benefited
Party or any designee of a Benefited Party, from time to time at reasonable times and on reasonable notice, to inspect, audit and make copies of and extracts from all records and other papers in the
possession of such Pledgor which pertain to the Collateral, and will, upon the reasonable request of the Collateral Agent, deliver to the Collateral Agent all of such records and papers.

4.Holding in Name of Collateral Agent, etc.The Collateral Agent may from time to time during the existence of
a Default, without notice to any Pledgor, take all or any of the following actions: (a) transfer all or any part of such Pledgor's Collateral into the name of the Collateral Agent or any
nominee or sub-agent for the Collateral Agent, with or without disclosing that such Collateral is subject to the lien and security interest hereunder; (b) notify the parties
obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder; (c) endorse any checks, drafts or other writings in the name of the
applicable Pledgor to allow collection of the Collateral; (d) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or
compromise or renew for any period (whether or not longer than the original period) any obligation of any nature of any party with respect thereto; and (e) take control of any proceeds of the
Collateral. The Collateral Agent may at any time and from time to time appoint one or more sub-agents or nominees for the purpose of retaining physical possession of the Collateral.

5.Voting Rights, Dividends, etc.(a) So long as the Collateral Agent has not given the notice referred
to inparagraph (b)below:



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(b)  Upon
written notice to the Company from the Collateral Agent during the existence of a Default, and so long as the same shall be continuing, all rights and powers which
the Pledgors are entitled to exercise pursuant toSection 5(a)(A)hereof, and all rights of the Pledgors to receive and retain dividends pursuant
toSection 5(a)(B)hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent which
shall have, during the existence of such Default, the sole and exclusive authority to exercise such rights and powers and to receive such dividends. Any and all money and other property paid over to
or received by the Collateral Agent pursuant to thisparagraph (b)shall be retained by the Collateral Agent as additional Collateral hereunder
and applied in accordance with the provisions hereof.

6.Remedies.Whenever a Default exists, the Collateral Agent may exercise from time to time any rights and
remedies available to it under the Uniform Commercial Code as in effect in California or otherwise available to it. Without limiting the foregoing, whenever a Default exists the Collateral Agent
(a) may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind, (i) sell any or all of the Collateral, free of all
rights and claims of the Pledgors therein and thereto, at any public or private sale or brokers' board and (ii) bid for and purchase any or all of the Collateral at any such public sale and
(b) shall have the right, for and in the name, place and stead of the applicable Pledgor, to execute endorsements, assignments, stock powers and other instruments of conveyance or transfer with
respect to all or any of the Collateral. Each Pledgor hereby expressly waives, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or process of law in
connection with the exercise by the Collateral Agent of any of its rights and remedies during the existence of a Default. If any notification of intended disposition of any of the Collateral is
required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed, postage prepaid to the address of the applicable Pledgor set forth below its signature hereto
(or such other address as it shall have specified to the Collateral Agent
as its address for notices hereunder) at least ten (10) days before such disposition. Any proceeds of any of the Collateral may be applied by the Collateral Agent to the payment of expenses in
connection with the Collateral, including, without limitation, reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the Collateral Agent toward the payment
of the Liabilities in accordance with the terms of the Intercreditor Agreement (and, after payment in full of all Liabilities, any excess shall be delivered to the applicable Pledgor or as a court of
competent jurisdiction shall direct).

The
Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with any sale of Collateral as it may be advised by counsel is necessary in order to
(a) avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers and/or further
restrict such prospective bidders or purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale
of such Collateral) or (b) obtain any required approval of the sale or of the purchase by any governmental regulatory authority or official, and each Pledgor agrees that such compliance shall
not result in such sale being considered or deemed not to have been made in a commercially reasonable manner and that the Collateral Agent shall not be liable or accountable to any Pledgor for any
discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Each
Pledgor hereby appoints the Collateral Agent as the attorney-in-fact for such Pledgor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing or completing any instruments which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with

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an interest;providedthat the Collateral Agent shall not exercise its rights as such attorney-in-fact unless a Default exists.

7.Restrictions on Pledge.The parties hereto acknowledge that K2 Finance Company, LLC (the "Receivables
Seller"), various affiliates of the Receivables Seller and certain of its subsidiaries have entered into a structured receivables financing transaction with Redwood Receivables Corporation ("Redwood")
and General Electric Capital Corporation (the "Redwood Agent") pursuant to a Receivables Purchase and Servicing Agreement (the "Purchase Agreement"). To induce Redwood and the Redwood Agent to permit
the pledge of the capital stock of K2 Receivables Corporation ("SPC") (the "Pledged Collateral"), the parties hereto agree to the following limitations. Capitalized terms used in this Section 7
shall have the meanings ascribed to such terms in the Purchase Agreement.

(a)  Anything
herein or in the Parent Revolver, 1992 Note Agreement or 1994 Note Agreement to the contrary notwithstanding:



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(b)  The
Redwood Agent and Redwood shall be third-party beneficiaries with respect to thisSection 7.

(c)  So
long as the Purchaser Interest and all other amounts owed under the Related Documents have not been indefeasibly paid in full in cash in accordance with the terms of
the Related Documents, this Section 7shall not be amended, modified or supplemented without the prior written consent of the Redwood Agent, which consent shall not be
unreasonably withheld, and the provisions of thisSection 7shall be contained in any agreement that amends and restates this Agreement. The
Collateral Agent and, by accepting the benefits hereof, each of the other Benefited Parties agree that no such party shall enter into any additional agreement that would be contrary to the provisions
of thisSection 7.

(d)  Until
the Purchaser Interest and all other amounts owed under the Related Documents have been indefeasibly paid in full in cash in accordance with the terms of the
Related Documents, the Collateral Agent shall not sell, transfer or otherwise assign their its in the Pledged Collateral unless such assignee agrees in writing to be bound by this Section and a copy
of such writing has been delivered to the Redwood Agent.

8.General.The Collateral Agent shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral if it takes such action for that purpose as the applicable Pledgor shall request in writing, but failure of the Collateral Agent to comply with any such request shall
not of itself be deemed a failure to exercise reasonable care, and no failure of the Collateral Agent to preserve or protect any rights with respect to the Collateral against prior parties shall be
deemed a failure to exercise reasonable care in the custody or preservation of any Collateral.

No
delay on the part of the Collateral Agent in exercising any right, power or remedy shall operate as a waiver thereof, and no single or partial exercise of any such right, power or
remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of
this Agreement shall be effective unless the same shall be in writing and signed and delivered by the Collateral Agent, and then such amendment, modification, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

All
obligations of the Pledgors and all rights, powers and remedies of the Benefited Parties expressed herein are in addition to all other rights, powers and remedies possessed by them,
including, without limitation, those provided by applicable law or in any other written instrument or agreement relating to any of the Liabilities or any security therefor.

This
Agreement shall be construed in accordance with and governed by the internal laws of the State of California. Wherever possible each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

This
Agreement shall be binding upon the Pledgors and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of the Pledgors and the Collateral
Agent and the successors and assigns of the Collateral Agent.

This
Agreement shall remain in full force and effect until the earlier to occur of (a) the payment in full in cash of all Liabilities and the termination of all commitments to
create Liabilities and (b) the Collateral Release Date. Upon any such termination, the Collateral Agent will, upon any Pledgor's request and at such Pledgor's sole expense, (i) deliver
to such Pledgor, without any representation, warranty or recourse of any kind whatsoever, all of such Pledgor's Collateral held by the Collateral Agent hereunder as shall not have been sold or
otherwise applied pursuant to the terms hereof, and (ii) execute and deliver to such Pledgor such documents as such Pledgor shall reasonably request to

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evidence such termination and the release of any security interest granted hereby. If the Collateral Agent reasonably determines that it is permitted to release any Collateral in accordance with
Section 3(f) or 9(g) of the Intercreditor Agreement, then the Collateral Agent will, upon the applicable Pledgor's request and at such Pledgor's sole expense, execute and deliver such releases
as may be necessary to terminate the Collateral Agent's security interest (for the benefit of the Benefited Parties), in such Collateral.

This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, and each such counterpart shall be deemed an original but all
such counterparts shall together constitute but one and the same Agreement. At any time after the date of this Agreement, one or more additional Persons may become parties hereto by executing and
delivering to the Collateral Agent a counterpart of this Agreement together with a supplement toSchedule Ihereto setting forth all relevant
information with respect to such Person as of the date of such delivery. Immediately upon such execution and delivery (and without any further action), each such additional Person will become a party
to, and will be bound by all the terms of, this Agreement.

ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FINANCING AGREEMENT, SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF CALIFORNIA OR IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA;PROVIDEDTHAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE COLLATERAL AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA AND OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PLEDGOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, TO THE ADDRESS OF SUCH PLEDGOR SET
FORTH BELOW ITS SIGNATURE HERETO (OR SUCH OTHER ADDRESS AS IT SHALL HAVE SPECIFIED IN WRITING TO THE COLLATERAL AGENT AS ITS ADDRESS FOR NOTICES HEREUNDER), OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF CALIFORNIA. EACH PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

EACH PLEDGOR, THE COLLATERAL AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) EACH OTHER BENEFITED PARTY HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER FINANCING AGREEMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT
AND NOT BEFORE A JURY.

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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year first written above.

| |  | K2 INC.                                                                                                      
| |  | -------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  |                                                                                                              
| |  | 4900 South Eastern Avenue
Los Angeles, CA 90040
Attention: John Rangel                                       
| |  | SHAKESPEARE COMPANY, LLC
SITCA CORPORATION
K-2 CORPORATION
SMCA, INC.
RIDE, INC.                             
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  |                                                                                                              
| |  | 4900 South Eastern Avenue
Los Angeles, CA 90040
Attention: John Rangel                                       
| |  | BANK OF AMERICA, N.A., as Collateral Agent for the Benefited Parties                                         
| |  | By:                                                                                                          
| |  |                                                                                                              
| |  |                                                                                                              
| |  |                                                                                                              
| |  | Agency Management
CA9-706-11-03
555 S. Flower Street, 11th Floor
Los Angeles, CA 90071
Attention: Gina Meador

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| |  | Signature page for the Pledge Agreement dated as of March 28, 2002 among K2 Inc., various subsidiaries thereof, and Bank of America, N.A., as Collateral Agent for the Benefited Parties referred to
herein.                                               
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The undersigned is executing a counterpart hereof for purposes of becoming a party hereto (and attached to this signature page is a supplement toSchedule Ito the Pledge Agreement setting forth all
relevant information with respect to the undersigned):
| |  | [ADDITIONAL PLEDGOR]                                                                                                                                                                                                                                       
| |  | By:                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                            
| |  | Title:                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                            
| |  | Address:                                                                                                                                                                                                                                                   

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SCHEDULE I
TO PLEDGE AGREEMENT

STOCK

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