COASTCAST CORPORATION

EXHIBIT 10.1

AND

UNITED STEELWORKERS OF AMERICA

LOCAL 2018

INDEX

SECTION PAGE

AGREEMENT................................................................. 3

ARTICLE 1 Recognition.................................................... 3

ARTICLE 2 Union Security................................................. 3

ARTICLE 3 Check Off...................................................... 4

ARTICLE 4 Management Rights.............................................. 5

ARTICLE 5 Wages.......................................................... 5

ARTICLE 6 Probationary Employees......................................... 6

ARTICLE 7 Hours of Work.................................................. 6

ARTICLE 8 Shift Premium.................................................. 8

ARTICLE 9 Paid Rest Periods.............................................. 8

ARTICLE 10 Seniority...................................................... 9

ARTICLE 11 Leaves of Absence.............................................. 12

ARTICLE 12 Safety and Health.............................................. 14

ARTICLE 13 Holidays....................................................... 15

ARTICLE 14 Vacations..................................................... 16

ARTICLE 15 Group Health and Welfare Insurance............................ 18

ARTICLE 16 Pension Plan.................................................. 18

ARTICLE 17 Strikes and Lockouts.......................................... 18

ARTICLE 18 Grievance Procedure and Arbitration........................... 19

ARTICLE 19 Bulletin Boards............................................... 20

ARTICLE 20 Union Representation.......................................... 21

ARTICLE ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Stewards.................................. 21

ARTICLE 22 Separability.................................................. 21

ARTICLE 23 Termination................................................... 22

ARTICLE 24 Waiver and Entire Agreement................................... 22

APPENDIX A Company Rules of Conduct...................................... ▇▇

▇▇▇▇▇▇▇▇ ▇ Section 1 Group & Job Classification and Starting
Rates of Pay.................................................. 26

SIGNATURE PAGE........................................................... 27

AGREEMENT
---------

THIS AGREEMENT is made and entered into this 12th Day of June 2000,
between COASTCAST CORPORATION, referred to hereinafter as the "Company", and
UNITED STEELWORKERS OF AMERICA, referred to hereinafter as the "Union".

ARTICLE 1 - RECOGNITION

The Company recognizes the Union as the sole collective bargaining agent
on all matters pertaining to wages, hours and conditions of employment for
all its production and maintenance employees employed by the Company at its
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ plant. The agreement does not
cover office employees, engineers, technicians, salesmen, tool room/die shop
personnel and supervisors or foremen having the authority to hire or
discharge, or recommend such action.

There shall be no discrimination, interference, restraint, or coercion
by the Company or any of its agents or by the Union or any activity in the
Union, or any of its members because of sex, race, color, creed, qualified
handicapped, or Vietnam era veteran status.

ARTICLE 2 - UNION SECURITY

All present employees in the unit who are not members of the Union and
all employees are hired hereinafter shall become and remain members in good
standing of the Union as a condition of employment on and after the 31st day
following the effective date of this agreement, or after completion of 31
days of employment. All such employees shall remain members in good standing
during the life of this Agreement.

The above provisions shall be effective where, when and only to the
extent that they are consistent with and not in violation of state and
federal laws.

For the purpose of this Article, an employee shall be deemed to be a
member of the Union in good standing so long as they tender the periodic dues
and initiations fees uniformly required as a condition of acquiring and
maintaining membership.

The Union will indemnify, defend and hold the Employer harmless against
all claims, demands, suits or other forms of liability that shall arise out
of or by reason of action taken or not taken by the Employer on account of a
payroll deduction of Union dues.

ARTICLE 3 - CHECK OFF

1. The Company will check off monthly dues, assessments and initiation
fees each as designated by the International Treasurer of the Union, as
membership dues in the Union, on the basis of individually signed check-off
authorization cards in forms agreed to by the Company and the Union.

2. At the time of employment the Company will suggest that each new
employee voluntarily executive an authorization for the check-off of the
Union dues in the form agreed upon. A copy of such authorization card for the
check-off of Union dues shall be forwarded to the Financial Secretary of the
Local Union along with the membership application of such employees.

3. New check-off authorization cards other than those provided for above
will be submitted to the Company through the Financial Secretary of the local
union at intervals no more frequent than once each month. On or before the
last day of each month the Union shall submit to the Company a summary list
of cards transmitted in each month.

4. Deductions on the basis of authorization cards submitted to the
Company shall commence with respect to dues for the month in which the Company
receives such authorization card or in which such card become effective,
whichever is later. Dues for a given month shall be deducted from the fourth
payroll period of each month.

5. In cases of earnings insufficient to cover deduction of dues, the
dues shall be deducted from the next pay in which there are sufficient
earnings, or a double deduction may be made from the first part of the
following month, provided, however, that the accumulation of dues shall be
limited to two months. The International Secretary Treasurer of the Union
shall be provided with a list of those employee for whom double deduction has
been made.

6. The Union will be notified of the reason for non-transmission of dues
in case of inter-plant transfer, layoff, discharge, resignation, leave of
absence, sick leave, retirement, death or insufficient earnings.

7. Unless the Company is otherwise notified, the only Union membership
dues to be deducted for payment to the Union from the pay of the employee who
has furnished an authorization shall be the monthly Union dues. The Company
will deducted initiation fees when notified by notation on the lists
referred to in Paragraph 3 of the subsection and assessments as designated by
the International Secretary Treasurer. With respect to check-off
authorization cards submitted directly to the Company, the Company will
deduct initiation fees unless specifically requested not to do so by the
International Secretary Treasurer of the Union after such check-off
authorization cards have become effective. The International Secretary
Treasurer of the Union shall be provided with a list of those employees for
whom initiation fees have been deducted under this paragraph.

8. The provisions of this section shall be effective in accordance and
consistent with applicable provisions of federal law.

ARTICLE 4 - MANAGEMENT RIGHTS

1. All management rights, powers, authority, and functions, whether
heretofore or hereafter exercised, and regardless of the frequency or
infrequency of their exercise, shall remain vested exclusively in the
Company. It is expressly recognized that such rights, powers, authority and
functions include, but are not limited to, the full and exclusive control,
management, and operation of its business; the determination of the scope of
its activities, materials to be acquired, products to be produced, the
location of such production, and the methods pertaining thereto; the
determination of schedules of work, production schedules, and reasonable
standards of production; the right to establish or change job classifications
and descriptions, subject to the provisions of this Agreement, the right to
introduce new or improved procedures, machinery, or facilities; the right to
maintain order and efficiency; the determination of the number, size and
locations of its plants, and the extent to which and the means and manner by
which, its plants or any part thereof shall be operated, relocated or shut
down; the right to make and enforce reasonable shop rules; the determination
of the number and the assignments of duties and personnel, and the direction
of the working force including, but not limited to, hiring, suspending,
discharging, laying-off, recalling, promoting, demoting, assigning, or
transferring of its employees.

It is the intention of the Company and the Union that the rights,
powers, authority, and functions referred to herein shall remain exclusively
vested in the Company, except insofar as specifically surrendered by the
express provisions of this Agreement, provided that the exercise of such
rights shall not conflict with the provisions of this Agreement.

2. The Company's operating regulations, basic rules of conduct, and
employees' responsibilities and other standards, as revised from time to
time, shall be made available to the employees or the Union upon request.
Appendix A to this Agreement outlines the Company Rules of Conduct. Employees
will be governed by such rules and regulations and all other orders issued by
the Company which are not in conflict with an express provision of this
Agreement.

ARTICLE 5 - WAGES

1. Job Rates: Set forth in Appendix B of this Agreement are the Job
Rates for each Labor Group.

2. Employee Classifications: All non-probationary employees on the
active payroll of the Company, shall be classified in accordance with the
Schedule of Job Classifications and Groups,

as set forth in Appendix B of this Agreement, and shall be paid in accordance
with the provisions thereof. All new employees shall be classified upon
completion of 60 days.

3. The Company shall have the right to establish new job classifications
and to assign appropriate labor grades to such classifications; and when
changes in job content warrant, to change the labor group of any existing
classification, provided such an action shall not be directed toward changing
the labor grade of a job in which no substantial change has occurred.

When the Company establishes a new job classification or changes the
labor group of an existing classification, it shall notify the Union in
writing within forty-eight (48) hours after any such action has been taken.
Such notification shall state the basis on which the labor group was
determined. The Union shall have the right within (5) days of receipt of such
notice from the Company to file a grievance beginning at the third step of
the grievance procedure. In the event that the Company and the Union are
unable to resolve the grievance, it may be appealed to arbitration. The
Arbitrator's decision shall be limited to a determination of proper labor
grade.

4. Effective May 12, 2000, each non-probationary employee in the
bargaining unit who was on the Company's roster as of midnight, May 11, 2000,
shall have his hourly wage rate increased by twenty one ($0.21) cents.

Effective June 12, 2001, each non-probationary employee in the
bargaining unit who is on the Company's roster as of midnight, June 11,
2001, shall have his hourly wage rate increased by twenty two ($0.22) cents.

Effective June 12, 2002, each non-probationary employee in the
bargaining unit who is on the Company's roster as of midnight, June 11,
2002, shall have his hourly wage rate increased by twenty-three ($0.23) cents.

ARTICLE 6 - PROBATIONARY EMPLOYEES

No employee shall have seniority rights until they have completed sixty
(60) calendar days of employment with the Company during which time they
shall be considered a probationary employee. Upon completion of this period,
seniority shall date from the time of the date of hire. Neither the
probationary employee or the Union may bring any grievance or arbitration
under the provisions of this Agreement concerning the discharge, discipline,
demotion, transfer, or work assignment of any probationary employee.

ARTICLE 7 - HOURS OF WORK

1. The normal hours of work shall be eight (8) per day and forty (40)
per week. The daily

hours of work shall be consecutive except for such rest period and lunch
periods as may be provided in accordance with the practice established in the
Company, and as mutually agreed to.

2. The normal starting time of various shifts shall be as follows:

Day Shift 6:00 a.m. to 8:00 a.m.

Swing Shift 3:00 p.m. to 5:00 p.m.

Night Shift 11:00 p.m. to 1:00 a.m.

Any employee who is required to come to work prior to the hours set forth
or to remain at work after the hours set forth, as part of his regular shift,
shall be paid time and a half their regular rate for the actual hours that they
worked prior to or after the regular shift hours set forth above. Any employee
who is late punching-in for work will be charged in tenths of an hour.

3. The normal work week will be the calendar week beginning at 12:01
a.m. Monday.

4. a. Hours worked in excess of eight (8) in any one day or forty (40)
in any one week shall be paid for at the premium rate of one and one-half
(1-1/2) times the regular rate, including shift differentials.

b. The provisions of 4a shall not apply in those instances when a
majority of the employees in any department, during peak seasons or seasonal
periods, shall agree to work a less than five (5) day week but more than eight
(8) hours on any one day. In such an event, overtime premium rates will be
paid only for those hours in that week in excess of forty (40) at one and
one-half (1-1/2) times the regular rate.

c. The provisions of 4a shall not apply in any situation where any
individual employee because of absence during any work day that week seeks to
and is granted the opportunity to work more than eight (8) hours on any other
day during that week. In such an event, overtime will be only be paid at time
and a half for any hours worked in excess of forty (40) during that week.

d. With the exception of 4b and 4c, any employee who is not given
the opportunity to receive two (2) consecutive days off each week shall receive
time and a half pay for the day they work which causes their failure to receive
two (2) consecutive days off.

5. Hours worked on the seventh (7th) consecutive day which began on the
normal work week (refer to Section 3 under this article) shall be paid at the
rate of two (2) times the regular rate. Hours worked on the sixth (6th)
consecutive day of the normal work week (refer to Section 3 under

this article) shall be paid at the rate of one and one half (1-1/2) times the
regular rate. Saturday and Sunday shall not be overtime days as such.

6. Time lost by an employee due to their own reasons, shall not be
considered as time worked for the purpose of computing overtime pay on the
sixth and/or seventh consecutive day. In computing days worked, holidays herein
mentioned and absence for the following reason will be considered as days
worked and paid for as such: The first day injured while working for the
Company.

7. Employees are expected to work overtime when production requires.
Employees will not unreasonably refuse to work overtime but when the facts are
known to the Company in advance, employees shall be given notice as follows:
Two (2) hours notice for required daily overtime, two (2) days notice for
required weekly overtime. The Company has the discretion of selecting personnel
for overtime work in accordance with production requirements. Whenever
possible, the Company will distribute overtime among all employees qualified to
perform the work in question by rotating employees starting the rotation in
order of seniority.

8. Whenever employees report for work at their regular specified times,
or are called in to work by the Company, they shall be guaranteed four (4)
hours work or four hours pay at their regular straight time rate of pay, unless
they absent themselves from work of their own volition or refuse other work
assignment.

9. The provisions of 4a and 8 shall not apply in any instance wherein,
through no fault of the Employer, an emergency situation arises through an Act
of God.

ARTICLE 8 - SHIFT PREMIUM

All employee who work on the second shift shall receive an additional
twenty five cents ($0.25) per hour for all hours worked. All employees who work
on the third shift shall receive an additional forty five cents ($0.45) per
hour for all hours worked. It is understood that in the event that employees on
the First Shift be required to report to work between the hours of 1:00 and
3:00 a.m. they will be entitled to receive the shift premium for the 3rd Shift,
and if required to work past 8:00 p.m. they will be entitled to receive the
shift premium for the 2nd Shift.

ARTICLE 9 - PAID REST PERIODS

The employee shall have a 10 minute rest period in the first half of
each work day and a 10 minute rest period in the second half of each work day.
The time set aside for the rest period shall be at the sole discretion of the
Company and may be changed from time to time.

ARTICLE 10 - SENIORITY

1. Recognition of Seniority: The parties recognize the principal of
seniority in promotional opportunities and in employment security. In
furtherance of this recognition it is agreed that in the promotion of
employees and in the increase or decrease of the working force, will be
governed in accordance with the application of seniority as outlined in
paragraph 3a, b, c, d, of this Article.

2. Definition: Seniority shall consist of an Employee's length of
continuous service from the employee's date of most recent hire or re-hire,
whichever is later, with the plants covered by this Agreement. One seniority
list is maintained at the Gardena plant.

3. Application of Seniority: In all cases of promotion, demotion,
reduction, or recall, the following factors shall be considered:

a. Ability and skill to perform the work in question.

b. Physical fitness.

c. Work record.

d. Seniority (by classification in cases of reductions and increases of
work force). When it is determined that factors (a), (b), and (c) above are
substantially equal, then length of continuous service shall prevail.

4. Probationary Employees: New employees of the Company shall be
considered probationary employees until they have been in the employ of the
Company for sixty (60) consecutive calendar days. Upon the completion of such
sixty (60) calendar day period they shall cease to be probationary
employees, shall be entered upon the seniority list and shall have seniority
from the date of their last hiring by the Company. For the purpose of
seniority, employees who are hired on the same calendar day shall establish
their seniority dates in order of employee identification number (clock
number) assignment. The Company expressly reserves the right to reject any
new employee at anytime prior to the completion of his probationary period.
There shall be no seniority among probationary employees and there shall be
no responsibility for the re-employment or recall of probationary employees
who have been discharged or laid off during their probationary period.

5. Promotions:

a. When the Company fills job openings by promotion in a production
department, the following procedure will be used and employees will be
considered in the following manner:

1. Job openings will be posted plant-wide and may be bid by any employee
who has competed his probationary period. The job opening and successful
bidder will be determined by application of the provisions of Section 3
(Application of Seniority) of this Article, with first preference given to
bidders within the Department first, then plant where opening exists, and
last preference to all other bidders.

2. If after a reasonable time, not exceeding (60) days worked on the
job, a promoted employees fails to perform satisfactorily the duties of the
position to which the employee has been promoted, the Company shall exclusive
right to remove such employee from such such position and return the employee
to the employee's former job classification and shift.

b. All permanent job openings and newly created jobs which occur within
a production department shall be posted for a period of three (3) days
excluding Saturdays, and Sundays, and Holidays. Any employee who wishes to
apply for such job opening will sign the bid form provided by the Company.
All employees will be given full consideration for such jobs in accordance
with Section 5(a)1, and (2) above, before the Company seeks applicants to
fill such openings from other sources. The name of the successful bidder will
be posted throughout the plant. Successful job bidders will not be able to
bid for another position until completion of 90 days on the job.

6. Reduction in the Work Force: When the Company determines a reduction
of the working force within a job classification in a department within a
plant is necessary, those employees who are effected shall be entitled to
displace other employees in accordance with the principal of seniority and
the following procedures:

a. Probationary employees in the job classification in which the
reduction occurs will be the first to be laid off.

b. Then, in the event employees who have established seniority with the
Company are to be affected by the reduction, those employees having the least
amount of seniority in the affected job classification will be reduced.

c. Any employee selected for reduction under Paragraph 6(b) above, shall
be entitled to displace a least senior employee in the same classification in
Gardena provided he or she is qualified to perform the job without training.
An employee who is laid off from his/her job classification may bump the
least senior employee in a previously held classification if the job is
relatively the same as that previously held.

d. The Union and the employees who will be affected will be notified as
far in advance as possible of any curtailment in operations requiring a
reduction in the working force.

e. Seniority provisions will not apply in cases of temporary layoff.
A temporary layoff is determined as a layoff not exceeding three (3) working
days from day of occurrence.

7. Recall: When the work force is again increased, employees reduced
from job classifications will be recalled to their previously held job
classifications in order of seniority.

8. Seniority Lists: The Local Union shall be provided with an up-to-date
seniority list upon request, not to exceed 4 times per year.

9. Shift Preference: It is the intent of the Company to place senior
employees within a job classification and department on shifts of their
preference; therefor, shift assignments will be made by the Company in
accordance with production requirements and as openings occur in the
following manner:

a. Permanent Shift Assignments: When it is necessary to permanently
transfer employees between shifts, the Company shall apply the principle of
seniority to employees in the same classification and in the same department
from which transfers are being made. The following procedure shall apply
within the department when openings exist:

1. Employees who have on file a valid shift transfer request (limited to
one request every six months) shall first be transferred in order of
seniority.

2. The Company shall then ask for volunteers who shall be transferred in
order of seniority.

3. If the vacancies cannot be filed in accordance with 1 and 2 above,
employee shall then be transferred in accordance with skills and ability to
perform the required job.

10. Transfer Out of the Bargaining Unit: Employees promoted or
transferred out of a bargaining unit will retain such seniority as acquired
prior to such promotion or transfer.

11. Department Transfers: Senior employees within a job classification
will be given preferential consideration, in accordance with production
requirements, for a transfer to other departments by completing a request for
department change and filing such request with the Personnel Department. A
copy of such request will then be given to the Union.

12. An employee shall lose all continuous service and departmental
seniority if the employee:

a. Quits.

b. Is discharged for just cause.

c. Is absent for three consecutive working days while regularly
employed without notifying the company.

d. Does not return to work when called while laid off within
seventy-two (72) hours of either: a telephone call where contact is made with
the employee, or receipt of written notice by certified mail or return to
work. It is the responsibility of each employee to keep the Company advised
of his correct mailing address at all times.

e. Overstays a leave of absence or accepts other employment while
absent on leave.

f. While on layoff does not contact the Company at three (3) month
intervals.

g. While on sick leave does not contact the Company at three (3)
month intervals.

h. Layoff or absence for any reason for a period of six (6) months
by an employee of less than 1 year of service, eight (8) months by an
employee between 1 and 5 years service, or (12) twelve months by an employee
of more than 5 years.

ARTICLE 11 - LEAVES OF ABSENCE

1. Authorized Leaves of Absence without pay, but with seniority
accumulation uninterrupted, will be granted to employees who have established
seniority with the Company in accordance with the provisions of this Article.

2. Medical Leaves.

a. Non-Occupational Illness or Injury and Maternity Leaves. The
Company will grant leave of absence for medical reasons to employees who have
six months seniority. Such leaves will be granted for up to a maximum of
seven (7) months upon presentation of medial evidence satisfactory to the
Company. Where applicable, employees will be entitled to leaves of absence in
accordance with the Family and Medical Leave Act of 1993 and the Americans
with Disabilities Act of 1990.

b. Occupational Injury Leaves.

1. Employees absent because of any industrial injury sustained in
the employment of the Company shall accrue continuous service and
departmental seniority for up to one (1) year from the last day worked.

2. Any employee injured while on duty and leaving work with approval of
the Company shall receive full pay for lost time in going to and returning
from the doctor on the day they receive such injury, and if instructed by the
doctor not to work the remainder of the shift. If a separate person is
required for transportation to the clinic, that person would be paid. Company
will pay for a maximum of (3) three follow-up visits or a total of six (6)
hours where it is a Company approved clinic or doctor and the individual
cant' be scheduled through the Company during non-working hours.

c. Return to Work. Before returning to work from Medical Leaves of
Absence, employees must present to the Personnel Department a written
statement from their doctor attesting to their fitness to return to work
satisfactory to the Company.

3. Personal Leaves. Employees upon written application may be granted up
to thirty (30) calendar days Leave of Absence for personal reasons when, in
the judgment of the Company, good and compelling reasons exist and business
operations permit. Such leaves may be extended at the option of the Company.

4. Union Business Leaves.

a. Upon written request by the International Union, the Company will
grant, if operating conditions permit, and reasonable notice has been
provided, leaves up to two (2) weeks to the Bargaining Committee Chairman,
for the purpose of attending Union district conference of International Union
conventions.

b. Absences from work of all other Bargaining Unit employees who are
Local Union Officers, or who are required to perform official Union business
will be excused, if operating condition permit, provided request for such
absence is received by the Company's Personnel Department as much in advance
of such absence as is possible.

5. Seniority Accumulation. Employees who are granted authorized Leaves
of Absence under the provision of this Article shall continue to accumulate
seniority while on such leaves and shall be reinstated to the active payroll
upon conclusion of their Leaves of Absence in accordance with the provisions
of Article 10, Seniority.

ARTICLE 12 - SAFETY AND HEALTH

1. The Company will provide all required safety equipment and personal
protective gear to employees as required by departmental operations. Safety
shoes will be provided for all individuals assigned to the Casting
Department, Shell Department, and Caustic Wash-Out areas. All other employees
desiring to purchase safety shoes may do so through payroll deduction. If an
individual does not desire to purchase safety shoes, they will be provided
with "Clip-On" toes guards a no expense.

2. The Company reserves the right to implement a Drug and Alcohol
testing policy designed to provide a drug free work-place in accordance with
Federal Law and Regulations. Employees will be provided with a detailed
policy and will be required to comply with the provisions of the same as a
condition of employment.

3. The Company's Drug and Alcohol testing policy will include screening
for the use of controlled substances and/or alcohol by testing of blood,
urine, and/or other body fluids under the following circumstances:

a. All applicants for employment will provide urine specimens for
laboratory testing at the time of any pre-employment physical examination,
or, if no pre-employment physical is required, at a time designated by the
Company.

b. Current employees who are involved in an industrial accident, as
defined in the Safety Policy, and who are reasonably suspected of using or
being under the influence of controlled substances and/or alcohol, will be
required to provide samples of blood, urine, and/or other body fluids for
laboratory testing as soon as possible after the accident.

c. Current employees who are reasonably suspected of using or being
under the influence of controlled substances and/or alcohol during working
hours will be required to provide samples of blood, urine and/or other body
fluids for laboratory testing as soon as possible after the reasonable
suspicion arises.

ARTICLE 13 - HOLIDAYS

1. The following holidays will be paid for at the employee's basic
straight-time hourly rate of pay (eight hours) when not worked, subject to
all of the provisions of this Article:

New Year's Day Labor Day Memorial Day

Thanksgiving Good Friday Christmas Eve

Independence Day 1 Floating Holiday Christmas Day

*The Floating Holiday shall be observed in each year on a day selected by the
Company. The Company will advise the Union in each year of the selection at
least thirty (30) days before the selected day.

2. It is the intent of this Article to pay holiday pay for time not
worked only to employees who have been in the employ of the Company for at
least sixty (60) days or more prior to the observed holiday.

3. To be eligible for holiday pay, when not worked, an employee must
have worked the scheduled work day of the plant immediately prior and
immediately following such holiday, unless absent as a result of a verified
illness or injury that lasts no longer than two (2) calendar weeks, unless
such absence is for a good and sufficient reason, acceptable to Management.

4. Any employee who works on any of the above holidays shall be paid
their overtime rate of time and one-half their regular straight-time hourly
rate of pay for all work performed on the holiday, plus the eight (8) hours'
holiday pay.

5. Any employee who is scheduled by the Company to performs work on a
holiday, who agrees to report, and fails to report, shall not receive pay for
the unworked holiday, unless their failure to report is for a reason clearly
beyond control of the employee.

6. Should one of the above-enumerated holidays occur during the
regularly scheduled vacation period of an employee, the employee shall
receive an extra day's pay computed at the employee's basic hourly rate of
pay.

7. Should one of the above-mentioned holidays occur on a Saturday or
on a Sunday, the Company retains the right to observe said holidays on either
the Friday immediately preceding the holiday or on the Monday immediately
following the holiday, or an additional day's pay (eight hours)

may be paid to the employee at his basic straight-time hourly rate of pay
without specifically observing said holiday.

8. An employee who is not on the active payroll of the Company
(including Leave of Absence or Layoff) at the time the holiday occurs, shall
not receive holiday pay for such holiday unless the absence commenced in the
calendar week in which the holiday falls.

ARTICLE 14 - VACATIONS

1. After completion of six (6) months of full time continuous
employment. Employees will earn paid vacation as follows:

Length of Service Vacation Accrual Rate
----------------- ---------------------

a. Less than six (6) months. Accrual Rate: -0- hrs. No vacation time
accrues.

b. More than six (6) months but Accrual Rate: 0.219 hrs. per day. Equal
less than one (1) year. to one week (40 hours) by the end of the
1st year.

c. More than one (1) year but Accrual Rate: 0.219 hrs. per day. Equal
less then seven (7) years. to two week (80 hours) by the end of each
full year of continuous employment.

d. More than seven (7) years. Accrual Rate: 0.329 hrs. per day. Equal
to three week (120 hours) by the end of
each full year of continuous employment.

2. Employees whose length of service from their hire date, as defined
in paragraph 6 of this Article, was greater then seven (7) years as of July 21,
1987, and who have had no break in service since July 21, 1987, as defined in
paragraph 6 of this Article, will be eligible to accrue vacation at a rate of
0.438 hours per day, equal to four weeks (160 hours) by the end of each full
year of continuous service after 15 years.

3. Vacation pay will be computed by multiplying each employee's basic
straight-time hourly rate by all vacation hours requested. Vacation pay will
be paid to the eligible employee on the last regularly scheduled pay period
immediately prior to the scheduled vacation.

4. The Company reserves the right to close the plant for an annual
vacation period to permit all eligible employees to take their vacations at
the same time. In the event the Company elects to close the plant for
vacation purposes, the Company agrees to give the employees

at least thirty (30) day written notice in advance of such closing. In the
event the Company elects not to close the plant for annual vacation, it is
understood and agreed that vacation time off shall, insofar as possible, be
granted at the time most desired by the employee; however, final right to
allotment of vacation periods is reserved exclusively by management in order
to ensure the orderly operation of the plant. Any individual entitled to
vacation time may take up to the number of days he/she has accrued.
Individuals requesting vacation must do so by completing the necessary form
at the Personnel Office not later than two weeks prior to the beginning of
the vacation.

5. Time not worked but paid for, in accordance with this Agreement,
shall be included in vacation pay computation.

6. An employee's period of service shall be determined by the employee's
first employment in the Company and shall be presumed to have been continuous
unless interrupted by resignation or discharge. In cases of re-employment
after an interruption of service continuity, such employee's period of
service shall begin as of the date of last re-employment.

7. In the event it is mutually agreeable to both the employee and the
Company, the employee may work their vacation time, providing they receive
their vacation pay in addition to regular compensation for time worked.

8. It is agreed that the intent of this section is to provide full
vacation to eligible employees who have earned vacation by consistently
working. Accordingly, vacation will not be earned or accrued for the entire
period of a personal leave or absence or a non-job related injury or illness
disability of more than two (2) weeks. In the case of a job related injury or
illness disability, vacation will not be earned or accrued after the fourth
(4th) week of absence. It is understood that an employee who has not been on
a leave of absence for a period of more than two (2) weeks is considered to
be consistently working.

9. Notwithstanding the accrual rates set forth in paragraph 1 of this
Article, no employee shall accrue more than the number of vacation hours
normally accrued during one and a half years. Accordingly, employees will
cease to accrue vacation after accrual has reached the maximum accrual as
indicated below until such time as he or she is paid for vacation:

Annual Accrual Maximum Accrual
-------------- ---------------

2 Weeks (80 Hours) 3 Weeks (120 Hours)
3 Weeks (120 Hours) 4 & 1/2 Weeks (180 Hours)
4 Weeks (160 Hours) 6 Weeks (240 Hours)

ARTICLE 15--GROUP HEALTH AND WELFARE INSURANCE

The Company shall maintain medical and hospitalization insurance
benefits for its employees who have completed their probationary period.

The cost of the insurance to the employee will be as follows:

Employee only 0.00

Employee and Dependents 1/3 of the cost to the company of
dependent coverage. Effective 10/1/99
the cost for dependent coverage is
$16.55 per week.

It is agreed that in the event that a mandated National Health Insurance
Plan is enacted, this article may be open for negotiation upon the written
notification by registered mail of one party to the other of the desire to do
so.

The Company shall administer a voluntary dental plan for its employees
who have completed their probationary period. Employees will pay the full
cost of coverage for themselves and for their dependents through payroll
deduction.

ARTICLE 16--PENSION PLAN

The Company shall provide a Pension Plan for all eligible employees.
Employees who may have earned a greater amount under the old plan will have
that greater amount secured. The plan shall provide a monthly benefit after
vesting as listed below for each year of accredited service up to 35 years.

Effective June 12, 2000 $11.00 @ month

Effective June 12, 2001 $11.20 @ month

Effective June 12, 2002 $11.40 @ month

ARTICLE 17--STRIKES AND LOCKOUTS

1. During the term of this Agreement, neither the Union, its officers,
agents, members, nor any employee of the Company, will authorize, instigate,
aid, condone, participate in, or engage in a strike, work stoppage, slowdown,
boycott, picket line, sympathy strike, or other interruption, or

interference of work or any impeding of production or business of the
Company, regardless of whether there is a claim by the Union of a breach of
this Agreement or of state or federal law by the Company be discharged or
otherwise disciplined; provided; in such case the only arbitrable issue will
be whether the employee or employees so discharged or disciplined in fact
engaged in the prohibitive conduct.

2. In the event of occurrence of a wildcat or unauthorized strike, the
Union shall immediately:

a. Notify the employees that such wildcat strike is unauthorized;

b. Promptly orders its members to return to work;

c. Do whatever it can to prevent or stop such unauthorized acts.

3. During the term of this Agreement, the Company shall not cause,
permit or engage in any lockout of its employees.

ARTICLE 18 - GRIEVANCE PROCEDURE & ARBITRATION

The purpose of this Article is to provide an efficient and orderly
method for the settlement of disputes between the Company and the Union over
the interpretation, meaning, application, compliance or claimed violation of
any of the provisions of this Agreement.

STEP 1: The aggrieved employee within three working days, or when the
employee should reasonably have been aware of the event, will orally present
the dispute to their immediate supervisor. The employee shall have the right
to seek the assistance of a Union committee person. Upon request, an
employee shall have the right to have a union committee person present
during any investigatory meeting which may lead to discipline.

STEP 2: If the grievance is not settled in Step 1, the grievance shall
be reduced to writing by the employee or the Union within five (5) working
days from the time of the occurrence which gave rise to the dispute. The
Company's Personnel Manager, a Union Committeeman, the Union's Business
Representative/Agent shall meet to resolve the dispute.

STEP 3: If the grievance is not settled in Step 2 within five (5)
working days it shall be referred for settlement meeting to the Company's
Personnel Manager, a Union Committeeman who may represent the local union,
and the International Representative. The request for a settlement meeting
must be made in writing to the Company's Personnel Manager within 5 working
days after the receipt of the Company's answer.

STEP 4: If the grievance has not been mutually resolved in Step 3 it
may be appealed to arbitration by written notice by the Union to the Company
within five (5) working days following the settlement meeting and the receipt
of the Company's answer.

Time Limitations: The time limitations set forth in this Article are of
the essence to this Agreement. No grievance shall be accepted by the Company
unless submitted or appealed within the time limits set forth in this Article.
If the grievance is not timely submitted at any of the steps above, it shall
be waived.

Arbitration: If the Company or the Union chooses to arbitrate as set
forth in this Article, The American Arbitration Association shall be asked to
submit a list of at least nine (9) arbitrators from whom the company and the
Union will choose to hear the dispute. The function of the Arbitrator shall
be of judicial nature and not have the power to add to, ignore or modify any
of the terms and conditions of this contract. The decision of the Arbitrator
shall not go beyond what is necessary for the interpretation and application
of this contract or the obligations of the parties under this contract to the
specific grievance under arbitration. No decision shall decide issues not
directly involved in the case.

The Arbitrator's decision shall be binding upon the parties. The parties
shall equally divide and pay the fees and expenses of the Arbitrator.
Grievances regarding only alleged improper discharge must be filed in writing
with the Personnel Manager within five (5) working days after the discharge
at which time it shall begin at Step Two (2) of the grievance procedure.
Other grievances shall follow the steps outlined above.

The parties intend that this grievance and arbitration Article shall be
the exclusive means by which disputes are resolved in all matters arising out
of this Agreement or any matter arising from an employee's employment with
the Company including, but not limited to, claims that the employee has been
discriminated against on the ground of age, sex, race, religion, national
origin, medical condition, handicap, sexual preference or any claim of sexual
harassment or any claim under the Americans With Disabilities Act, as long as
it does not infringe upon the employee's individual rights.

ARTICLE 19 - BULLETIN BOARDS

The Company shall provide space for a bulletin board in each plant for
posting of Union notices and general information pertaining to the activities
of the Union as are approved by the Company.

ARTICLE 20 - UNION REPRESENTATIVES

The authorized representatives of the Union (Local Business Agent and/or
United Steelworkers of America Staff Representative) shall have the privilege
of appearing upon the Company property during the regular working hours in
order to meet with the Company's Director of Personnel in his/her office. The
authorized representatives of the Union will be granted access to such other
areas of the Company's premises and for such purposes and at such times as
the Director of Personnel may approve in advance of such visits. Such access
or approval will not be unreasonably denied.

Except as provided in this Article, non-employee representatives or
agents of the Union may not enter upon the Company's premises at any time.

ARTICLE 21 - UNION COMMITTEE AND STEWARDS

It is agreed that a committee of six (6) employees shall be selected by
the members of the Union and shall be known as the Union Committee or
Stewards. Said Committee may meet with the Company at times fixed by mutual
interest and to settle differences concerning the meaning, application or
interpretation of this Agreement. The Company shall not be required to
recognize any employee as ▇▇▇▇▇▇▇ unless the Union has informed the Company,
in writing of the employee's name, department and designation as a ▇▇▇▇▇▇▇.

The Committee Chairman at Gardena, may be permitted to visit other
departments for the purpose of conducting Union business, providing he
receives permission from his supervisor or the supervisor of the department
that he visits. Neither the Committee Chair nor any ▇▇▇▇▇▇▇ may conduct Union
business during any employee's working time.

Except as necessary to attend a grievance step as set forth in Article
18, a Union committee member or ▇▇▇▇▇▇▇ shall not be compensated by the
Company for his Union activities and shall perform such duties during times
when he is not scheduled to work for the Company.

ARTICLE 22 - SEPARABILITY

Every clause of the Agreement shall be deemed separable from every other
clause of the Agreement and in the event that any clause or clauses shall be
finally determined to be in violation of any law by judgement or decree of
any court of competent jurisdiction then any such clause or clauses only, to
the extent only that any may be in violation, shall be deemed unenforceable
without impairing the validity and enforceability of the rest of the
Agreement.

ARTICLE 23 - TERMINATION

This Agreement shall continue in full force and effect until midnight
June 11, 2003, and shall thereafter be renewed automatically for further
periods of one (1) year each, unless sixty (60) days prior to the expiration
dated of this Agreement or any renewal thereof, notice in writing by
registered mail is given by either party to the other of a desire to
terminate this Agreement, or any renewal thereof, and upon the mailing of
such timely notice, this Agreement or any renewal thereof, shall terminate at
its expiration date.

ARTICLE 24 - WAIVER AND ENTIRE AGREEMENT

The parties acknowledge that during the negotiations resulting in this
Agreement, each had the unlimited right and opportunity to make demands and
proposals with respect to any and all subjects or matters not removed by law
from the area of collective bargaining and that the understandings and
agreements arrived at by the parties after exercise of that right and
opportunity are set forth in this Agreement. Therefore, the Company and the
Union each voluntarily and unqualifiedly waives the right, and each agrees
that the other shall not be obligated, to bargain collectively with respect
to any subject or matter referred to or covered in this Agreement even though
such subject or matter may not have been within the knowledge or
contemplation by either or both of the parties at the time that they
negotiated or signed this Agreement. All rights and duties of both parties
are specifically expressed in this Agreement and such expression is
all-inclusive. Any benefit existing prior to this Agreement is negated unless
specifically incorporated into this Agreement. This does not apply to written
policies the Company has presently in effect and not in conflict with the
collective bargaining agreement.

APPENDIX A

COMPANY RULES OF CONDUCT

It is essential that all rules of good conduct be observed to maintain good
working relations among all. Violations may result in disciplinary action.

1. Violation of any of the following rules or conduct may result in
discharge without prior warning:

a. Fighting on Company property.

b. Gambling on Company property.

c. Immoral or indecent conduct.

d. Stealing from the Company or fellow employees.

e. Refusal to carry out work assignments.

f. Falsification or misuse of Company records.

G. Knowingly punching the time card of another employee.

h. Reporting for work under the influence of alcohol or narcotics, or
using, possessing or selling intoxicating beverages or illegal
narcotics on Company property.

i. Willful damage to Company property or that of another employee.

j. Possession of firearms or other harmful weapons on Company property.

k. Use of abusive language toward fellow employees or supervisors.

l. Two wage garnishments within a twelve (12) month period.

m. Deliberate or repeated negligence in reporting production
quantities, operation or work performed, and other reports.

n. Performing personal work during working hours.

2. Violations of any of the following rules of conduct may result in a
written warning, disciplinary layoff, or discharge:

a. Violations of Safety Rules.

b. Quitting work early without permission of your supervisor.

c. Misuse or tampering with fire protection or safety equipment.

d. Excessive tardiness or absences from work.

e. Absence from assigned work station without permission.

f. Failure to punch your time card.

g. Failure to report to your supervisor any damage you may have
caused to Company's or co-workers' property.

h. Horseplay.

i. Coercion or intimidation of another employee.

j. Malicious or idle gossip detrimental to the Company or its employees.

k. Creating or contributing to unsanitary working conditions.

l. Unauthorized solicitations for any purpose during working hours on
Company property; unauthorized distribution of literature in working
hours.

m. Deliberate ridicule of your fellow employee's race, color,
religion and/or disability.

n. Failure to achieve or sustain minimum quality and quantity standards.

o. Discarding litter on Company premises or parking lot.

p. Parking on "reserved" or "no parking" areas; blocking exits, fire
hydrants, etc.

q. Negligence contributing to the damage to tools, equipment, or
other property of the Company or fellow employees.

r. Working another job while employed full time with Coastcast Corp. is
prohibited without the express permission of the Company.

s. Failure to report to supervisor or personnel department on
absenteeism or excessive tardiness.

APPENDIX B

SECTION 1 - GROUP AND JOB CLASSIFICATIONS AND STARTING RATES OF PAY:

GROUP I
Cone Assembler Inspector
Dewax Operator Janitor
Deburrer Wax Set Up Person
Finishing Machine Operator Wax Base Runner
Grinder Wax Preparer
Injector Wax Painter
Shell Dipper B

Starting Rate of Pay: $5.75

GROUP II
Caustic Wash Out Heat Treat Operator
Knock-Out Operator Shell Dipper A
High Pressure Wash-Out Straightener
Cut-Off Trainee Shell Robot Operator
Forklift Operator Truck Driver
Foundry Helper Vacuum Furnace Op Trainee
Foundry Welder Welder

Starting Rate of Pay: $6.10

GROUP III
Melter Maintenance Electrician B
Vacuum Furnace Operator Maintenance Mechanic B
Cut-Off Operator

Starting Rate of Pay: $7.00
GROUP IV
Maintenance Mechanic A Senior Vacuum Furnace Operator
Maintenance Electrician A

Starting Rate of Pay: $9.00

Executed by the parties the day and year first above written:

UNITED STEELWORKERS OF AMERICA COASTCAST CORPORATION
AFL-CIO/CLC

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ K. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ K. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
International President Sr. Vice President - Foundries

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▇▇▇ ▇. ▇▇▇▇▇▇, International ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Secretary/Treasurer Vice President - Titanium Casting

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, International ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President, Administration Chief Financial Officer

/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, International ▇▇▇▇▇▇▇ ▇▇▇▇▇
Vice President, Human Affairs Vice President of Human Resources

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Director, District 12

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Sub-District Director

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Business Representative

/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Committee Member

/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇, Committee Member

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, Committee Member

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, Committee Member

COASTCAST CORPORATION

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