INTERCOMPANY NOTE


Dated: April 6, 1998


     FOR VALUE RECEIVED, the undersigned, The Coleman Company, Inc., a 
Delaware corporation (the "PAYOR"), hereby promises to pay to the order of 
Sunbeam Corporation, a Delaware corporation (the "PAYEE"), on demand, any and 
all Indebtedness (as defined in the Credit Agreement referred to below) 
(including interest thereon) owed to the Payee by the Payor from time to time.

     The undersigned agrees that the accounts of the Payee shall be "prima 
facie" evidence of Indebtedness (including interest thereon) owed to the 
Payee by the undersigned and the amounts repaid by the undersigned to the 
Payee.  All advances made by the Payee to the Payor hereunder, and all 
payments made on account of principal and interest hereof, shall be recorded 
by the Payee, and, prior to any transfer hereof, shall be endorsed on the 
schedule attached hereto which is part of this Intercompany Note.

     The undersigned also agrees to pay on demand all costs and expenses 
(including reasonable fees and expenses of counsel) incurred by the Payee in 
enforcing this Intercompany Note.

     This Note is one of the Intercompany Agreements referred to in a Pledge 
and Security Agreement (as defined in, and entered into pursuant to the 
Credit Agreement dated as of March 30, 1998 (as amended, supplemented or 
modified from time to time, the "CREDIT AGREEMENT") among Sunbeam 
Corporation, the Subsidiary Borrowers referred to therein, the Lenders party 
thereto, Morgan Stanley Senior Funding, Inc., as Syndication Agent, Bank of 
America National Trust and Savings Association, as Documentation Agent and 
First Union National Bank, as Administrative Agent).  Capitalized terms used 
in this Intercompany Note and not otherwise defined have the respective 
meanings assigned to them in such Pledge and Security Agreement or the Credit 
Agreement.



     If at any time demand is made against the Payor under, and pursuant to 
the terms of, any guaranty executed by the Payor in connection with the 
Secured Obligations (as defined in the Pledge and Security Agreement), this 
Intercompany Note, and the payment obligations of the Payor evidenced hereby, 
shall therewith be null and void and the Payee shall be deemed to have 
contributed such obligations to the capital of the Payor.

     The Indebtedness evidenced by this Intercompany Note is subordinate and 
subject in right of payment to the prior payment in full of the Secured 
Obligations in the manner and to the extent set forth below:

          (a)  In the event of (i) any insolvency or bankruptcy case or 
proceeding, or any receivership, liquidation, reorganization or other similar 
case or proceeding in connection therewith, relative to the Payor or to its 
creditors as such, or to its properties or assets, or (ii) any liquidation, 
dissolution or other winding-up of the Payor, whether voluntary or 
involuntary and whether or not involving insolvency or bankruptcy, or (iii) 
any assignment for the benefit of creditors or any other marshaling of assets 
or liabilities of the Payor, then and in any such event the holders of 
Secured Obligations shall be entitled to receive payment in full of all 
amounts due on or to become due on or in respect of Secured Obligations then 
outstanding, in cash or in any other manner acceptable to the holders of 
Secured Obligations, before the holder is entitled to receive any payment or 
distribution of any kind or character on account of principal of or interest 
on this Intercompany Note, and to that end the holders of Secured Obligations 
shall be entitled to receive, for application to the payment thereof, any 
payment or distribution of assets of the Payor of any kind or character 
including, without limitation, securities that are subordinated in right of 
payment to all Secured Obligations to substantially the same extent as, or to 
a greater extent than, this Intercompany Note, that may be payable or 
deliverable in respect of this Intercompany Note in any such case, 
proceeding, dissolution, liquidation or other winding-up or event referred to 
in clauses (i) through (iii) above.

          (b)  In the event that the Payee shall receive any payment or 
distribution of assets of the Payor of any kind or character in respect of 
principal of or interest on this Intercompany Agreement in contravention of 
subsection (a) hereof, then and in such event such payment or distribution 
shall be received and held by the Payee in trust for the holders of the 
Secured Obligations and shall be paid over or delivered forthwith to the 
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, 
agent or other Person making payment or distribution of assets of the Payor 
in trust for the holders of, and for application to the payment of, all 
Secured Obligations remaining unpaid, to the extent necessary to pay all 
Secured Obligations in full, in cash or in any other manner acceptable to the 
holders of Secured Obliga-



tions, after giving effect to any concurrent payment or distribution to or 
for the holders of Secured Obligations.

     The undersigned hereby waives presentment for payment, demands, notice 
of dishonor and protest of this Intercompany Note and further agrees that 
none of its terms or provisions may be waived, altered, modified or amended 
except as the Payee may consent in a writing duly signed for and on its 
behalf.

     No failure or delay on the part of the Payee in exercising any of its 
rights, powers or privileges hereunder shall operate as a waiver thereof, nor 
shall a single or partial exercise thereof preclude any other or further 
exercise of any right, power or privilege.  The remedies provided herein are 
cumulative and are not exclusive of any remedies provided by law.

     THIS PROMISSORY NOTE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW 
YORK.     


                                       The Coleman Company, Inc.
     

                                       Address:


                                       By: Robert P. Totte

                                          Title:  Vice President