EXHIBIT 10(c)(1)

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 28, 2002 (this "Amendment") is among
K2 INC. (the "Borrower"), the other signatories hereto and BANK OF AMERICA, N.A., as Administrative Agent, Issuing Lender and Swing Line Lender
(the "Administrative Agent"), and amends the Credit Agreement dated as of December 21, 1999 (the "Credit
Agreement").

RECITALS

WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as more fully set forth herein;

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

1.Terms.All terms used herein have the same meanings as in the Credit Agreement unless otherwise defined
herein.

2.Amendments.Subject to the satisfaction of the conditions precedent set forth in Section 5, the Credit
Agreement is hereby amended as follows:

2.1Amendments to Section 1.01.

(a)  The
following definitions are added to Section 1.01 in appropriate alphabetical sequence:



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(b)  The
definition of"Applicable Margin"is amended by (i) deleting each reference to "Leverage Ratio" contained
therein and substituting "Funded Leverage Ratio" therefor and (ii) amending the pricing grid set forth therein in its entirety to read as follows:

|Level |  | Funded
Leverage
Ratio |  | Offshore Rate
Loans/
Financial Letter
of Credit Fees/
Drafts Accepted
under
Commercial
Letters of Credit |   | Base Rate
Loans |   | Performance
Letter of
Credit Fees |   | Commitment
Fee |  
|----- |  | --------------------- |  | -------------------------------------------------------------------------------------------------------- | - | --------------- | - | --------------------------------- | - | -------------- | -
|7     |  | 35.00:1               |  | 3.250                                                                                                    | % | 2.000           | % | 1.625                             | % | .500           | %
|6     |  | 34.50:1 but
<5.00:1   |  | 2.750                                                                                                    | % | 1.500           | % | 1.375                             | % | ..500          | %
|5     |  | 34.00:1 but
<4.50:1   |  | 2.250                                                                                                    | % | 1.000           | % | 1.125                             | % | ..500          | %
|4     |  | 33.50:1 but
<4.00:1   |  | 2.000                                                                                                    | % | 0.750           | % | 1.000                             | % | ..500          | %
|3     |  | 33.00:1 but
<3.50:1   |  | 1.500                                                                                                    | % | 0.250           | % | 0.750                             | % | ..325          | %
|2     |  | 32.50:1 but
<3.00:1   |  | 1.250                                                                                                    | % | 0.000           | % | 0.625                             | % | ..275          | %
|1     |  | <2.50:1               |  | 1.000                                                                                                    | % | 0.000           | % | 0.500                             | % | ..225          | %

(c)  The
definition of"Applicable Payment Date"is amended by (i) redesignating clause (b) as clause "(c)" and
(ii) inserting the following new clause (b): "(b) as to any Base Rate Loan, the last Business Day of each month,".

(d)  The
definition of"Basket Total Debt"is deleted in its entirety.

(e)  The
definition of"Consolidated EBITDA"is amended by inserting the following proviso before the period at the end
thereof:



(f)    The
definition of "Indebtedness" is amended in its entirety to read as follows:



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(g)  The
definition of"Intercreditor Agreement"is amended in its entirety to read as follows:



(h)  The
definition of"Letter of Credit"is amended in its entirety to read as follows:



(i)    The
definition of"Leverage Ratio"is amended in its entirety to read as follows:



(j)    The
definition of"Loan Documents"is amended by inserting the phrase ", the Security Documents" immediately before the
phrase "and any Note" contained therein.

(k)  The
definition of"Maturity Date"is amended by deleting the reference to "September 30, 2004" therein and
substituting "December 31, 2003" therefor.

(l)    The
definition of"Obligations"is amended by inserting the phrase ", or but for operation of any provision of any Debtor
Relief Law, would accrue" after the phrase "interest that accrues" contained therein.

(m)  Clause (b)
of the definition of"Ordinary Course Indebtedness"is amended by inserting the phrase ", so long as
such Indebtedness is paid within three Business Days after the incurrence thereof" before the semicolon at the end thereof.

(n)  The
definition of"Ordinary Course Liens"is amended by (i) deleting the word "and" at the end of
clause (d), (ii) redesignating clause (e) as clause "(g)" and (iii) inserting the following new clauses (e) and (f):



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(o)  The
definition of"Permitted Accounts Receivable Financing Facilities"is amended in its entirety to read as follows:



(p)  The
definition of"Subsidiary"is amended in its entirety to read as follows:



(q)  The
definition of"Swap Contract"is amended by inserting the phrase ", foreign exchange contracts" after the phrase
"currency options" contained therein.

2.2Amendment to Section 2.02.Section 2.02(a) is amended by inserting the following phrase at the
end of the first sentence thereof immediately before the period:



2.3Amendments to Section 2.03.

(a)  The
penultimate sentence of Section 2.03(a) is amended in its entirety to read as follows:



(b)  The
last sentence of Section 2.03(j) is amended in its entirety to read as follows:



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2.4Amendment to Section 2.06.Section 2.06 is amended in its entirety to read as follows:



2.5Amendment to Section 2.08.The parenthetical clause contained in Section 2.08(a) is amended in
its entirety to read "(excluding Swing Line Loans and Commercial Letters of Credit)".

2.6Amendment to Section 5.13.The first sentence of Section 5.13 is amended in its entirety to
read as follows:



2.7Amendment to Section 6.01(j).The following new Section 6.01(j) shall be added to the Credit
Agreement in appropriate numerical sequence:



2.8Amendment to Section 6.02(c).Section 6.02(c) is amended by deleting the word "litigation" the
second time such word appears therein.

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2.9Addition of New Sections 6.11, 6.12 and 6.13.The following new Sections 6.11, 6.12 and 6.13 are added to
the Credit Agreement in appropriate numerical sequence to read as follows:



Fiscal Quarter(s) Ending

Minimum Fixed Charges
Coverage RatioDecember 31, 2001

1.25 to 1March 31, 2002

0.70 to 1June 30, 2002

0.80 to 1September 30, 2002

0.95 to 1December 31, 2002

1.25 to 1March 31, 2003

1.35 to 1June 30, 2003

1.45 to 1September 30, 2003

1.55 to 1December 31, 2003 and thereafter

1.75 to 1.




2.10Amendments to Section 7.01.Section 7.01 is amended by:

(a)  deleting
the reference to "Sections 7.02" in clause (c) and substituting "Section 7.02" therefor;

(b)  adding
the following phrase at the end of clause (d) immediately before the semicolon: ";providedthat such Liens
shall extend only to property or items of property which constitute Excluded Assets under and as defined in the Security Agreement as in effect on the date of the First Amendment to this Agreement";
and

(c)  (i) deleting
the word "and" after clause (f), (ii) redesignating clause (g) as clause "(h)", and (iii) adding the following new
clause (g): "(g) Liens in favor of Collateral Agent; and".

2.11Amendments to Section 7.02.Section 7.02 is amended as follows:

(a)  Clause (b)
is amended in its entirety to read as follows:



(b)  Clause (f)
is redesignated as clause "(h)";

(c)  Clause (e)
is redesignated as clause "(f)" and is restated in its entirety to read as follows:



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(d)  The
following new clauses (e) and (g) are added to Section 7.02 in proper sequence:



2.12Amendment to Section 7.03.Section 7.03 is amended by inserting the following at the end of
that section immediately before the period: ";providedthat any Subsidiary of Borrower which is a special purpose entity pursuant to a Permitted
Accounts Receivable Financing Facility may enter into agreements which restrict its ability to do any of the foregoing if (a) its net worth is or would be below a minimum level or (b) an
event has occurred which would (or, with the giving of notice or lapse of time, would) permit the lenders or purchasers under such Permitted Accounts Receivable Financing Facility to terminate such
Permitted Accounts Receivable Financing Facility".

2.13Amendment to Section 7.04.Clause (c) of Section 7.04 is amended in its entirety to
read as follows: "(c) any of its Subsidiaries may sell, lease or otherwise dispose of (i) all or any substantial part of its assets to Borrower or any wholly-owned Domestic Subsidiary (other
than a special purpose entity in connection with a Permitted Accounts Receivable Financing Facility) or (ii) all or any substantial part of its accounts receivable in connection with a
Permitted Accounts Receivable Financing Facility".

2.14Amendment to Section 7.06.Section 7.06 is amended by adding the following sentence to the
end of the section:



2.15Amendment to Section 7.07.Section 7.07 is amended in its entirety to read as follows:



2.16Amendment to Section 7.08.Section 7.08 is amended as follows:

(a)  Clauses
(g) and (h) of Section 7.08 are amended in their entirety to read as follows:



(b)  The
period at the end of clause (k) is replaced with a semicolon followed by the following:



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2.17Amendment to Section 7.09.Section 7.09 is amended by inserting the following clause before
the period at the end of the first paragraph thereof:



2.18Amendment to Section 7.12.Section 7.12 is amended by replacing the number "$30,000,000" in
the last sentence of that section with the number "$20,000,000".

2.19Amendment to Section 7.14.Section 7.14 is amended in its entirety to read as follows:



|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 and thereafter |  | 4.25 to 1.            

2.20Amendment to Section 7.15.Section 7.15 is amended in its entirety to read as follows:



|Fiscal Quarter 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 and thereafter    |  | 2.50 to 1.                     

2.21Amendment to Section 8.01.Section 8.01 is amended by (i) deleting the period at the
end of clause (m), (ii) inserting "; or" at the end of clause (m), and (iii) inserting a new clause (n) to read as follows:



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2.22Amendment to Section 10.01.Clause (d) of Section 10.01 is amended by inserting the
following phrase immediately before the semicolon at the end of that clause: "or all or substantially all of the collateral granted under the Security Documents".

2.23Amendment to Section 10.04.Clause (i) of the proviso set forth in Section 10.04(b) is
amended by deleting the reference to "a Lender or an Affiliate of the assigning Lender" therein and substituting "an Eligible Assignee" therefor.

2.24Amendment to Section 10.18.Section 10.18 is amended in its entirety to read as follows:



2.25Addition of New Sections 10.26, 10.27 and 10.28.The following new Sections 10.26, 10.27 and 10.28 are
added to the Credit Agreement in appropriate numerical sequence:



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2.26Amendment to Exhibit B.Exhibit B to the Credit Agreement is amended in its entirety to read
as set forth onExhibit Bhereto.

2.27Addition of New Exhibit G.Exhibit G hereto is added to the Credit Agreement as Exhibit Gthereto.

3.Waivers.The Requisite Lenders hereby waive any Event of Default under Sections 7.14 and 7.15 of the Credit
Agreement for the fiscal quarters ended September 30, 2001 and December 31, 2001.

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4.Representations and Warranties.The Borrower represents and warrants to the Administrative Agent and the
Lenders that, on and as of the date hereof, and after giving effect to this Amendment:

4.1Authorization.The execution, delivery and performance by the Borrower of this Amendment has been duly
authorized by all necessary corporate action, and this Amendment has been duly executed and delivered by the Borrower.

4.2Binding Obligation.This Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability.

4.3No Legal Obstacle to Amendment.The execution, delivery and performance of this Amendment will not
(a) contravene the Organization Documents of the Borrower; (b) constitute a breach or default under any contractual restriction or violate or contravene any law or governmental
regulation or court decree or order binding on or affecting the Borrower which individually or in the aggregate does or could reasonably be expected to have a Material Adverse Effect; or
(c) result in, or require the creation or imposition of, any Lien on any of the Borrower's properties, except any Lien pursuant to the Collateral Documents as defined in the Credit Agreement as
amended hereby (as so amended, the"Amended Credit Agreement"). No approval or authorization of any governmental authority is required to permit the
execution, delivery or performance by the Borrower of this Amendment.

4.4Incorporation of Certain Representations.After giving effect to the terms of this Amendment, the
representations and warranties of the Borrower set forth in Section 5 of the Credit Agreement are true and correct in all respects on and as of the date hereof as though made on and as of the
date hereof, except as to such representations made as of an earlier specified date.

4.5Default.No Default or Event of Default has occurred and is continuing after giving effect to the terms of
this Amendment.

5.Conditions to Effectiveness.The effectiveness of this Amendment is subject to the compliance by the Borrower
with its agreements herein contained and the conditions set forth on Schedule 1, and to the delivery to the Administrative Agent, in form and satisfactory to the Administrative Agent, of the
following:

5.1Counterparts.Counterparts hereof signed by the Borrower and the Requisite Lenders and consented to by each
Subsidiary Guarantor.

5.2Amendment Fee.Payment of (a) an amendment fee for the account of each Lender approving this
Amendment by 5:00 p.m. PST on March 28, 2002, equal to 30 basis points of such Lender's Commitment, and (b) all fees set forth in a separate fee letter among the Borrower, the
Administrative Agent, the Collateral Agent and the Arranger.

5.3List of Subsidiaries.A list showing the true legal name of each Subsidiary of the Borrower and designating
which Subsidiaries are Subsidiary Guarantors.

6.Miscellaneous.

6.1Effectiveness of the Credit Agreement.Except as hereby expressly amended hereby, the Credit Agreement shall
remain in full force and effect, and is hereby ratified and confirmed in all respects on and as of the date hereof. After the effectiveness of this Amendment, all references in the Credit Agreement
and the other Loan Documents to "Credit Agreement" or similar terms shall refer to the Credit Agreement as amended hereby.

6.2Counterparts.This Amendment may be executed in any number of counterparts, and all of such counterparts
taken together shall be deemed to constitute one and the same instrument. All

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provisions of this Amendment shall become effective when the Borrower, the Administrative Agent and the Requisite Lenders shall have signed a copy hereof and the same shall have been delivered to the
Administrative Agent and the conditions inSection 4shall have been satisfied.

6.3Governing Law.This Amendment shall be governed by and construed in accordance with the laws of the State of
California.

6.4Successors and Assigns.This Amendment shall be binding upon the Borrower, the Lenders and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of the Borrower, the Lenders and the Administrative Agent and the respective successors and assigns of
the Lenders and the Administrative Agent.

6.5Certain Collateral Matters.The Requisite Lenders acknowledge that the Administrative Agent will enter into,
and Bank of America will act as collateral agent (in such capacity, the "Collateral Agent") under, an Amended and Restated Intercreditor Agreement substantially in the form of Exhibit Camong the
purchasers under the Senior Note Agreements and various other creditors of the Borrower and/or its Subsidiaries (the
"Intercreditor Agreement"). The Requisite Lenders authorize (i) the Administrative Agent to enter into the Intercreditor Agreement on behalf of the Lenders and to execute and deliver
such documents as may reasonably be required or appropriate in connection therewith, (ii) Bank of America to act as Collateral Agent on behalf of the Lenders and various other creditors under
the Intercreditor Agreement and (iii) Bank of America to enter into collateral access agreements with General Electric Capital Corporation substantially in the form of Exhibits B-1
and B-2 to the Intercreditor Agreement.

6.6Certain Real Estate Matters.The Borrower hereby acknowledges that, subsequent to the recordation of the
Mortgages in the appropriate county recorder's office for each of the real properties encumbered thereby, the Collateral Agent will be obtaining a real property appraisal for substantially all of such
real properties for purposes of determining current appraised values (the "Current Appraised Values") for such real properties.The Borrower hereby
acknowledges that the Current Appraised Values of the real properties encumbered by the Mortgages were not available to the Collateral Agent prior to the effectiveness of this Amendment and,
accordingly, the Borrower hereby agrees as follows:

(a)  With
respect to any Mortgage recorded in the State of Alabama or Minnesota, to the extent enforcement of such Mortgage is limited to a debt amount that is less than the
Current Appraised Value of the real property encumbered by such Mortgage, the Borrower agrees to enter into, or to cause the applicable Subsidiary Guarantor to enter into, an amendment to such
Mortgage, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (or the applicable Subsidiary), to increase the enforcement amount of such Mortgage to an amount not
less than 110% of the Current Appraised Value of such real property. Any such amendment to a Mortgage shall be in recordable form and shall be promptly recorded in the applicable county recorder's
office where the applicable encumbered real property is located.

(b)  With
respect to any Title Insurance Policy issued in connection with any Mortgage for any real property for which a Current Appraised Value was obtained, if either
(i) the liability amount of such Title Insurance Policy is less than the Current Appraised Value of the real property encumbered by such Mortgage or (ii) the liability amount of such
Title Insurance Policy exceeds 110% of the Current Appraised Value, the Borrower will cause the applicable issuing title insurance company for such Title Insurance Policy to reissue such Title
Insurance Policy (or otherwise supplement the existing Title Insurance Policy) in order to (x) include the amendment to Mortgage entered into in accordance with Section 10.28(a)as part of the
insured Mortgage, (y) in the case ofclause (i)above, increase the liability amount of such Title Insurance Policy to an amount not less than 110% of the Current Appraised Value of the applicable encumbered real property and (y) in the case
ofclause (ii)above, decrease the liability amount of such Title Insurance Policy to an amount equal to 110% of the Current

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Appraised Value of the applicable encumbered real property. Such reissued or supplemented Title Insurance Policy shall not reflect any exception to title other than as reflected in Schedule B
of the originally issued Title Insurance Policy for such Mortgage.

(c)  The
Borrower will pay all costs and expenses (subject only to the limitation set forth in Section 9(m) of the Intercreditor Agreement with respect to costs
associated with appraisals of certain real property), including reasonable attorneys' fees and expenses, incurred in connection with the drafting, negotiation,
closing and recording of the Mortgage amendments referred to above, as well as any additional mortgage taxes, recording costs and title insurance premiums incurred in connection with the foregoing.

6.7Release; Covenant not to Sue.In consideration of the agreements and understandings in this Amendment, the
Borrower and (by their execution of the Consent to this Amendment) the Subsidiary Guarantors, for themselves and, to the extent that any of the following is claiming by, through, or otherwise on
behalf of (including, without limitation, on any derivative basis) either the Borrower or any Subsidiary Guarantor, for their respective employees, officers, agents, executors, heirs, successors and
assigns, jointly and severally, hereby release each of the Administrative Agent and each Lender, and its employees, officers, participants, agents, affiliates, subsidiaries, successors and assigns
from any claim, right or cause of action which now exists, in any way related to facts in existence as of the date hereof, whether known or unknown. By way of example and not limitation, the foregoing
includes any claims in any way related to the Loan Documents and the business relationship with the Administrative Agent and the Lenders. The Borrower and the Subsidiary Guarantors hereby covenant
that they will refrain from commencing any action or suit or prosecuting any action or suit, in law or in equity, against each of the Administrative Agent and each Lender, and its employees, officers,
agents, participants, affiliates, subsidiaries, successors and assigns, on account of any claim, action or cause of action which now exists in the Borrower's or any Subsidiary Guarantor's favor based
upon facts existing as of the date of this Agreement. In addition to the other liability which shall accrue upon the breach of this covenant, the breaching party shall be liable to the Administrative
Agent and the Lenders for all reasonable attorneys' fees and costs incurred by such party in the defense of such action or suit.

The
Borrower and each Subsidiary Guarantor understand and have been advised by their legal counsel of the provisions of Section 1542 of the California Civil Code, which provides
as follows:



Each
of the Borrower and each Subsidiary Guarantor understands and hereby waives the provisions of Section 1542 of the California Civil Code and declares that it realizes that it
may have damages it presently knows nothing about and that, as to it, such damages have been released pursuant to thisSection 6.8.Each of the
Borrower and each Subsidiary Guarantor also declares that it understands that the Administrative Agent and the Lenders would not agree to enter into this Amendment if this Section 6.8did not cover
damages and their results which may not yet have manifested themselves or may be unknown to or not anticipated at the
present by the Borrower or any Subsidiary Guarantor.

6.8GE Securitization.The Requisite Lenders hereby (a) consent to the execution, delivery and
performance by the Borrower, 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 Documents and (b) confirm that the facility being provided pursuant to the GECC Securitization Documents constitutes a Permitted
Accounts Receivable Financing Facility.

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As
used herein, "GECC Securitization Documents" means the following documents, each in the form delivered to the Lenders on March 27, 2002: (i) the Receivables Sale and
Contribution Agreement dated as of March 28, 2002 among the Borrower, as parent guarantor, Stearns, Shakespeare and K-2 Corp., as originators, and K2 LLC, as buyer (the "Sale and
Contribution Agreement"); (ii) the Receivables Purchase and Servicing Agreement dated as of March 28, 2002 among K2 LLC, as seller, the Borrower, 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 the committed purchaser
(the "Committed Purchaser") and as administrative agent (the "Agent") for the Committed Purchaser and the Conduit Purchaser; (iii) the Parent Performance Guaranty dated as of March 28,
2002 among the Borrower, the Conduit Purchaser, K2 LLC, the Committed Purchaser and the Agent and (iv) the Performance Guaranties each dated as of March 28, 2002 among Stearns,
Shakespeare and K-2 Corp., respectively, and K2 LLC, the Conduit Purchaser, the Committed Purchaser and the Agent.

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Delivered
as of the day and year first above written.

| |  | K2 INC.                                                                 
| |  | ------------------------------------------------------------------------
| |  | By                                                                      
| |  | BANK OF AMERICA, N.A.,
as Administrative Agent                          
| |  | By                                                                      
| |  | BANK OF AMERICA, N.A.,
as Issuing Lender, a Lender and
Swing Line Lender
| |  | By                                                                      
| |  | BANK ONE, N.A.                                                          
| |  | By                                                                      
| |  | Title                                                                   
| |  | UNION BANK OF CALIFORNIA, N.A.                                          
| |  | By                                                                      
| |  | Title                                                                   
| |  | COMERICA WEST INCORPORATED                                              
| |  | By                                                                      
| |  | Title                                                                   

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CONSENT OF SUBSIDIARY GUARANTORS

The undersigned Subsidiary Guarantors, as party to the Master Subsidiary Guaranty dated as of December 21, 1999 (the"Master
Subsidiary Guaranty"), hereby consent to the foregoing First
Amendment to Credit Agreement dated as of even date herewith to which this consent is attached and confirm that the Master Subsidiary Guaranty remains in full force and effect after giving effect
thereto and represent and warrant that there is no defense, counterclaim or offset of any type or nature under the Master Subsidiary Guaranty.

| |  | Subsidiary Guarantors:                                                                                                                                                                             
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | SHAKESPEARE COMPANY, LLC
SITCA CORPORATION
K2 CORPORATION
KATIN, INC.
PLANET EARTH SKATEBOARDS, INC.
K-2 INTERNATIONAL, INC.
MORROW SNOWBOARDS INC.
SMCA, INC.
STEARNS INC.
K2 BIKE INC.
RIDE, INC.
| |  | By                                                                                                                                                                                                 
| |  | Name                                                                                                                                                                                               
| |  | Title                                                                                                                                                                                              

Date:
March 28, 2002

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SCHEDULE 1    CLOSING CONDITIONS

1.Acknowledgement and Consent of Subsidiary Guarantors.Each Subsidiary Guarantor shall have executed and
delivered the Consent of Subsidiary Guarantors.

2.Secretary Certificate of Borrower.The Borrower shall have delivered to the Administrative Agent a
certificate of an authorized officer, dated as of the date hereof, with respect to its Articles of Incorporation and By-laws, certifying as to resolutions authorizing the execution and
delivery of this Amendment and the Security Documents, and the incumbency and signature of officers.

3.Officer's Certificate of Borrower.The Borrower shall have delivered to the Administrative Agent a
certificate of an authorized officer, dated as of the Effective Date, to the effect that the representations and warranties set forth in Section 4of this Amendment 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 which will
execute a counterpart of the Master Subsidiary Guaranty shall have delivered to the Administrative Agent a certificate of an authorized officer, dated as of the date hereof, with respect to its
Articles of Incorporation and By-laws, certifying as to resolutions authorizing the execution and delivery of the Security Documents or Master Subsidiary Guaranty 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 will execute
a counterpart to the Master Subsidiary Guaranty shall have delivered to the Administrative Agent a certificate of an authorized officer, dated as of the date hereof, certifying that the
representations and warranties of such Subsidiary set forth inSection 4of this Amendment and in the Security Documents or Master Subsidiary
Guaranty are true and correct.

6.Performance by the Borrower and each Subsidiary.The Borrower 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 date hereof.

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

8.Filings.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 delivered to the Collateral Agent.

9.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 Administrative Agent.

10.Bank Credit Agreement.The Borrower shall have entered into amendments to the Senior Note Agreements, in
each case in form and substance reasonably satisfactory to the Requisite Lenders.

11.Securitization Facility.The Borrower shall have furnished the Lenders with true and correct copies of
(a) the Receivables Purchase and Servicing Agreement dated as of March 28, 2002 among the Borrower, certain of its Subsidiaries and General Electric Capital Corporation, and all related
Exhibits thereto, and (b) the Receivables Sale and Contribution Agreement dated as of March 28, 2002 among the Borrower and certain of its Subsidiaries, and all related Exhibits thereto,
each in form and substance reasonably satisfactory to the Lenders.

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12.Amended and Restated Intercreditor Agreement.The Collateral Agent shall have entered into an Amended and
Restated Intercreditor Agreement substantially in the form ofExhibit C.

13.Counterpart to Master Subsidiary Guaranty.Shakespeare Connective Fibers, LLC shall have executed and
delivered a counterpart to the Master Subsidiary Guaranty.

14.Legal Opinion.Gibson, Dunn & Crutcher LLP, counsel for the Borrower and the Subsidiary Guarantors,
shall have delivered an opinion in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders.

15.Title Insurance.The Collateral Agent shall have received a loan title insurance policy issued by a title
insurance company reasonably acceptable to the Administrative Agent and the Requisite Lenders (or, in the alternative, a commitment to issue a loan title insurance policy issued by a title insurance
company reasonably acceptable to the Administrative Agent and the Requisite Lenders 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
Amendment (collectively, the "Title Insurance Policies"), in form and substance satisfactory to the Administrative Agent and the Requisite Lenders, and all premiums in respect of the Title Insurance
Policies shall have been paid in full.

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SCHEDULE 2  POST-CLOSING DELIVERIES

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 + 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.    The
Borrower 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 Borrower or a Subsidiary, and (b) not later than
May 24, 2002, Collateral Access Agreements executed by owners of each other property leased by the Borrower or any Subsidiary.

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EXHIBIT B    FORM OF AMENDED COMPLIANCE CERTIFICATE

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EXHIBIT C    FORM OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT

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EXHIBIT G    FORM OF CASH FLOW FORECAST

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