AMENDMENT TO
                          EMPLOYMENT AGREEMENT

          FIRST AMENDMENT dated August 1, 1996 to Employment Agreement 
effective as of January 1, 1996, by and between The Coleman Company, Inc., a 
Delaware corporation (the "Company") and David Stearns (the "Executive").

          WHEREAS, the parties entered into an Employment Agreement effective 
as of January 1, 1996 (the "Employment Agreement"); and

          WHEREAS, the parties wish to amend the Employment Agreement as set 
forth herein.

          NOW THEREFORE, the parties agree as follows:

          1.   Section 9(c) is hereby amended in its entirety and replaced 
with the following:

               9.(c)  During the time the Executive is employed by the 
     Corporation and for a period of two years following the termination of 
     such employment for any reason, the Executive will not serve as an officer,
     director or employee, or in any other way assist the efforts of, any 
     Significant Competitor.  As used herein, the term "Significant Competitor" 
     shall mean any corporation, partnership or entity (i) that competes 
     directly against the Corporation in one or more product lines with such 
     product lines representing at least 10% of the total sales of such 
     competitor, and (ii) where such competing products offered by the
     Corporation constitute at least 10% of the total sales of any organization 
     unit of the Corporation (e.g. division or corporate) that the Executive 
     has been employed at during the previous 24 months. Notwithstanding 
     anything above, this section shall not prohibit the Executive from owning 
     not more than 5% of any publicly traded company.  The restrictions on the
     Executive pursuant to this Section 9(c) shall lapse upon any material 
     breach of this Agreement by the Corporation, including without limitation, 
     the obligations of Corporation under Section 6 COMPENSATION UPON 
     TERMINATION.




     2.   Executive acknowledges that he has been furnished a copy of 
Colorado Revised Statutes Section 8-23-113(2) and he acknowledges that his 
position is within the class of "executive and management personnel and 
officers" which is excluded from the statute.

     3.   The parties agree that as except as expressly amended hereby, the 
Agreement shall be in full force and effect.

          IN WITNESS WHEREOF, the parties have executed this Amendment to the 
Employment Agreement as of the date first above written.

                              THE COLEMAN COMPANY, INC.



                              By: /s/  LARRY E. SANFORD
                                  ------------------------------
                                  Name: Larry E. Sanford
                                  Title: Executive Vice President

                                  /s/  D.K. STEARNS
                                  ------------------------------
                                  David Stearns