<PAGE>

                                                                    EXHIBIT 10.2

                                CONFORMED COPY
                                                                    24 June 2000

To:  The Directors
     The Wright Saddle Company Limited
     Triumph Road
     Nottingham
     NG7 2GL


Dear Sirs

Offer to Sell

We Sturmey Archer Limited ("the Vendor") and Derby Cycle Corporation ("Derby")
hereby offer to sell to you ("the Purchaser") and/or procure the sale to you of
the assets and the business, described in the appendix to this letter ("the
Terms and Conditions") as a going concern upon and subject to the terms therein
set out ("this Offer to Sell"). The Terms and Conditions are expressly and
specifically incorporated into this Offer to Sell and shall accordingly
constitute the terms and conditions of the agreement constituted by acceptance
of this Offer to Sell in accordance with the terms hereof.

The offer shall remain open for acceptance until midnight on 24 June 2000 and in
consideration of the sum of (Pounds)1 paid by the Purchaser to the Vendor, the
receipt of which the Vendor acknowledges, will not be revoked or amended before
that time. This Offer to Sell may only be accepted verbally by Mr Colin Bateman
stating to Gary Matthews of Derby, that the Purchaser accepts this Offer, ("the
Acceptance Requirement") which shall constitute the unconditional and
irrevocable acceptance of this Offer to Sell in accordance with the Terms and
Conditions and this Offer to Sell shall be accepted when the Acceptance
Requirement is satisfied.

Acceptance shall constitute an agreement by the Purchaser to assume and
discharge the various obligations which this Offer to Sell provides shall be
assumed and discharged by the Purchaser.

Completion will take place after acceptance in accordance with the terms and
conditions of the Offer to Sell.

                                       1
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The Offer to Sell shall be governed by and construed in accordance with English
Law.

Yours faithfully



Director duly authorised

for and on behalf of

STURMEY ARCHER LIMITED



SIGNED by GARY MATTHEWS
Duly authorised to sign for and on behalf
of Derby Cycle Corporation

                                       2
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                                    APPENDIX
                                    --------

                       TERMS AND CONDITIONS OF THE OFFER


1     Definitions and Interpretation

2     Sale of the Business and Assets

3     Liabilities

4     Consideration

5     Completion

6     Third Party Consents and Apportionments

7     Post Completion Matters

8     Value Added Tax

9     Outstanding Contracts and Orders

10    Employees

11    Confidential Information

12    Accuracy of Replies to Enquiries

Schedule 1

Schedule 2

Schedule 3

Schedule 4

                                       3
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1    Interpretation
     --------------

1.1  In this Offer and the Schedules (which are part of this Offer) the
     following words and expressions shall (save where the context otherwise
     requires) have the following meanings:

     "the Agreed Tax Liabilities" means the amount (if any of VAT and PAYE
     liability in each case arising in the ordinary course of and relating
     exclusively to the Business and which has accrued between respectively the
     end of the last VAT quarter date or PAYE month end and the Completion Date;

     "the Agreement" means the agreement effected by the Purchasers' acceptance
     of this Offer;

     "the Assets" means the goodwill and all the assets of the Business
     including the Properties as at the Transfer Date but excluding the Excluded
     Assets and including the entire issued share capital of Sturmey Archer
     Europa;

     "the Business" means the business of the manufacture and distribution of
     bicycle gears, hubs, spokes, nipples and engineering components at present
     carried on by the Vendor as at the Transfer Date;

     "Completion" means the date of satisfaction of the Conditions;

     "the Conditions" means:-

     (a)  the completion of an agreement of even date between (1) the Vendor and
          (2) Lenark Limited relating to the sale by the Vendor to Lenark
          Limited of the entire issued share capital of The Wright Saddle
          Company Limited; and

     (b)  the production of the Deeds of Release in a form reasonably
          satisfactory to the Purchaser.

     "Confidential Information" means information (however stored) relating to
     or connected exclusively with the business, clients, customers, suppliers
     or financial or other affairs of the Company, details of which are not in
     the public domain including information concerning or relating to the
     Company intellectual property, any other property of the Company in the
     nature of intellectual property, any technical process, or the marketing of
     goods or services and any other matters concerning the clients, customers
     or suppliers of the Company;

     "the Consideration" the consideration payable for the assets and goodwill
     of the business set out at clause 2;

     "the Deeds of Release" the deed or deeds releasing the Assets from all
     mortgages or charges affecting them;

     "Due Diligence Responses" responses given by or on behalf of Vendor to the
     due Diligence questionnaires sent by or on behalf of Lenark Limited which
     are contained in a bundle the index to which has been initialled by or on
     behalf of the parties.

                                       4
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     "the Employees" means all those persons employed by the Vendor in the
     Business as at the Transfer Date;

     "the Excluded Assets" means those items details of which are set out in
     Schedule 2;

     "the Excluded Liabilities" means all liabilities save for the Transferred
     Liabilities;

     "the Licence" means the licence to be executed by the parties relating to
     the leasehold property in the agreed form;

     "the Nominated Account" means the Vendor's solicitors client account -
     Lloyds TSB Bank plc, Colmore Row, Birmingham, Sort Code: 30-00-03, A/c No:
     0660947, Account Name:  Wragge & Co Client A/c;

     "the Property" means the land and buildings more particularly described in
     Schedule 2;

     "Sturmey Archer Europa" means Sturmey Archer Europa BV, a private company
     with limited liability with registered office at Amsterdam and with its
     principal place of business at 1101 GE Amsterdam, Zuidoost Keinenbergweg
     79, registered with the Chamber of Commerce for Amsterdam with number
     33089939;

     "Subsidiary" means the company brief details of which are set out in Part
     II of Schedule 1;

     "the Transfer Date" means the close of business on the date of Completion;

     "the Transferred Liabilities" means those liabilities set out in Schedule
     3;

     "Vendors Solicitors" means Wragge & Co, 55 Colmore Row, Birmingham, B3 2AS.

1.2  The headings to the clauses are for convenience only and have no legal
     effect.

1.3
     (a) "Group" means in relation to a body corporate, such body corporate and
         all of it's subsidiaries and holding companies for the time being and
         any subsidiaries of such holding companies for the time being; and

     (b) "Group Company" means a member of a group; and

     (c) "subsidiary and holding Company" have the meanings given to them
         respectively by section 736 and 736(a) Companies Act 1985.

2    Sale of the Business and Assets
     -------------------------------

2.1  On and subject to the provisions of this Offer the Vendor shall sell and
     Derby shall procure the sale to the Purchaser of the Business as a going
     concern

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     together with the Assets and the Purchaser shall purchase the Business and
     the Assets from the Vendor.

2.2  The Excluded Assets shall be excluded from the sale and purchase referred
     to in clause 2.1.

2.3  The Vendor shall sell and Derby shall procure the sale of the Assets on the
     terms that they are free from all claims, liens, charges, encumbrances and
     equities and all other third party rights and also, but without prejudice
     to those terms, with full title guarantee.

3    Liabilities
     -----------

3.1  The Purchaser shall not assume by the acceptance of this Offer and nothing
     in this Offer shall operate to transfer to it or to make it responsible for
     any of the Excluded Liabilities and the Vendor and Derby hereby undertake
     to indemnify the Purchaser against all costs, claims, liabilities, actions,
     proceedings, losses, damages and expenses incurred by the Purchaser in
     relation thereto.

3.2  The Purchaser by acceptance of the Offer undertakes to the Vendor that it
     shall discharge or otherwise satisfy the Transferred Liabilities and shall
     indemnify the Vendor against all costs, claims, liabilities, actions,
     proceedings, losses, damages and expenses incurred by the Vendor in
     relation thereto.

4    Consideration
     -------------

4.1  The Consideration shall be the sum of (Pounds)176,035 which shall be
     satisfied by:

     (a) the release upon Completion by the Purchaser of the inter-company loan
         of (Pounds)176,025 from the Purchaser to the Vendor; and

     (b) the payment by the Purchaser to the Vendor upon Completion of the sum
         of (Pounds)10.

4.2  The parties hereby acknowledge that notwithstanding anything contained in
     form TR1 presented to HM Land Registry in respect of the transfer of the
     Property no other consideration will be due from the Purchaser to the
     Vendor.

5    Completion
     ----------

5.1  Completion shall take place at the offices of the Vendors Solicitors
     immediately following satisfaction of the Conditions when the following
     business shall be transacted:-

     (a) the Vendor shall give and Derby shall procure that the Vendor gives
         possession to the Purchaser of those Assets hereby agreed to be sold;

     (b) the Vendor shall deliver and Derby shall procure the delivery to the
         Purchaser duly executed assignments and transfers of such of the assets
         hereby agreed to be sold as are not transferable by delivery;

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     (c) the Vendor shall deliver and Derby shall procure delivery to the
         Purchaser all records relating exclusively to the Business in the
         Vendor's possession necessary to enable the Purchaser to carry on the
         Business in the ordinary course;

     (d) the Purchaser shall pay or discharge the Consideration;

     (e) the Vendor and Derby shall procure the transfer to the Purchaser of the
         entire issued share capital of Sturmey Archer Europa;

     (f) the Vendor and the Purchaser shall execute the Licence.

6    Third Party Consents and Apportionments
     ---------------------------------------

6.1  The Vendor and Derby shall use their best endeavours to obtain all
     necessary consents to the transfer to the Purchaser of all agreements and
     rights hereby agreed to be sold and pending such consents and insofar as
     the same may not be obtainable shall hold such agreements and rights in
     trust for the Purchaser.

6.2  The Vendor and Derby shall if requested by the Purchaser as and from or at
     any time after the Transfer Date act as agent of the Purchaser including
     the carrying on of the Business in the name of the Vendor or as the
     Purchaser shall direct and the Purchaser shall indemnify and keep the
     Vendor indemnified against all claims costs expenses and liabilities made
     against or incurred by the Vendor as agent of the Purchaser.

7    Post-Completion Matters
     -----------------------

7.1  Subject to clause 7.2, following Completion the Vendor shall wholly
     discontinue carrying on the Business and shall not thereafter carry on any
     similar trade or business to the intent that the Purchaser may carry on and
     continue the Business in succession to the Vendor.

7.2  Forthwith after Completion the Vendor shall dispatch to the suppliers and
     to the customers of the Business letters informing them of the sale hereby
     agreed to be made in a form to be agreed between the parties.

7.3  Notwithstanding Completion the Vendor and Derby shall from time to time
     execute and do or procure to be executed and done all documents acts and
     things as may be necessary or requisite effectually to vest in the
     Purchaser the assets hereby agreed to be sold and to give to the Purchaser
     the full benefit of this Agreement.

7.4  On receiving any notices correspondence information or enquiries in
     relation to the Business the Vendor and Derby shall forthwith pass the same
     to the Purchaser.

7.5  The Vendor and its auditors shall for a period of six years from Completion
     have reasonable access to any books of accounts ledgers files
     correspondence and documents in the possession of the Purchaser and
     relating to the Business prior to the Transfer Date.

                                       7
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8    Value Added Tax
     ---------------

8.1  The Vendor and the Purchaser each confirm and warrant to the other that
     they are or will be at the Transfer Date registered for the purposes of
     Value Added Tax. The parties hereto are accordingly of the opinion that the
     sale and purchase hereby agreed upon is an exempt transaction under the
     provisions of Section 49 of the Value Added Tax Act 1994 and Article 5 of
     the Value Added Tax (Special Provisions) Order 1995. If notwithstanding the
     provisions referred to above any Value Added Tax shall be payable on the
     transfers the Purchaser shall pay to the Vendor an amount equal to the
     Value Added Tax charged together with all and any interest payable thereon
     and penalties attributable thereto upon the presentation of an appropriate
     Value Added Tax invoice.

9    Outstanding Contracts and Orders
     --------------------------------

9.1  The Vendor and Derby shall account to the Purchaser for any moneys received
     after the Transfer Date on account of contracts engagements or orders which
     are being taken over under this Agreement.

10   Employees
     ---------

10.1 In this clause:

     "claim" includes a claim by any Employee;

     "liability and liabilities" includes any award, compensation, damages,
     fine, loss, order, payment made by way of settlement, costs and expenses
     (including legal expenses on an indemnity basis) properly incurred in
     connection with a claim and also includes the costs and expenses of any
     investigation by the Equal Opportunities Commission, the Commission for
     Racial Equality, the Disability Rights Commission or any health and safety
     enforcement body and of implementing any requirements which may arise from
     any such investigation.

10.2 The Vendor and the Purchaser acknowledge and agree that under Transfer of
     Undertakings (Protection of the Employment) Regulations 1981 (as amended)
     ("the Regulations") the contracts of employment between the Vendor and the
     Employees will be deemed to have effect after Completion as if originally
     made between the Purchaser and the Employees.

10.3 On or as soon as practicable after Completion the Vendor and the Purchaser
     will jointly issue to each Employee a notice in a form to be agreed. The
     Vendor shall discharge all its obligations in respect of the Employees up
     to Completion and the Vendor and Derby shall indemnify the Purchaser
     against all liabilities arising from the Vendor's failure to do so and
     against any liability relating to an Employee which arises out of any act
     or omission by the Vendor or any other event, matter or circumstance
     occurring before Completion excluding:

     (a) any obligation in respect of the Employee's period of continuous
         employment (including, without limitation, an obligation to make any
         payment as a result of termination of employment which is calculated by

                                       8
<PAGE>

         reference of a period of employment with the Vendor as well as the
         period of employment with the Purchaser); and

     (b) any liability to any Employee set out in the Due Diligence Responses or
         incurred since the date of that information in the ordinary course of
         their employment with the Company.

10.4 The Purchaser shall on and from Completion perform and discharge all the
     obligations of the employer in relation to the Employees and shall
     indemnify the Vendor against all liabilities arising from the Purchaser's
     failure to do so. The Purchaser shall also indemnify the Vendor against any
     liability relating to an Employee which arises out of or in connection
     with:-

     (a) a change at or after Completion to any term of employment or working
         condition (including, without limitation, any term relating to an
         occupational pension scheme), or any proposal to make such a change
         including any proposal communicated before Completion directly or
         indirectly to an Employee or Employees representatives by the Purchaser
         or by the Vendor following information received from the Purchaser
         regarding such a proposal; or

     (b) the termination of his employment, or any other act or omission by the
         Purchaser prior to, at or after Completion or any other event, matter
         or circumstance occurring at or after Completion.

10.5 If the contract of employment of any Employee is found or alleged not to
     have effect after Completion as if originally made with the Purchaser or a
     consequence of the sale and purchase of the Business under this agreement
     other than by virtue of Regulation 5(4A) of the Regulations, the Purchaser
     agrees that: -

     (a) in consultation with the Vendor, it will, within seven days of being so
         requested by the Vendor (as long as the request is made no later than
         14 days after the Vendor becomes aware of such finding or allegation),
         make to that Employee an offer in writing to employ him under a new
         contract of employment to take effect upon the termination referred to
         below; and

     (b) the offer to be made will be such that none of the terms and conditions
         of the new contract (other than any terms and conditions relating to
         the identity of the employer) will differ from the corresponding
         provision of the Employee's contract of employment immediately before
         Completion.

     Upon that offer being made (or at any time after the expiry of the seven
     days if the offer is not made as requested), the Vendor shall terminate the
     employment of the Employee concerned and the Purchaser shall indemnify the
     Vendor against any liability which arises out of or in connection with the
     employment of that Employee after Completion until such termination and
     against any liability which arises out of or in connection with such
     termination (provided that the Purchaser shall not be liable to the Vendor
     in respect of any liability or increase

                                       9
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     in liability attributable to any change in the terms of employment of that
     Employee between Completion and such termination).

11   Confidential Information
     ------------------------

11.1 The Vendor and Derby hereby undertake with the Purchaser that:-

     (a) they shall not at any time after the date of this Agreement use or
         disclose to any person any Confidential Information and shall endeavour
         to prevent use or disclosure Confidential Information; and

     (b) if either of them have obtained trade secrets or other confidential
         information belonging to a third party under an agreement containing
         restrictions on disclosure they will not at any time infringe such
         restrictions.

11.2 The provisions of clause 11.1 shall not operate to prevent disclosure of
     Confidential Information by the Vendor and/or Derby:-

     (a) to a director, officer or employee of the Purchaser or of a Group
         Company acting in the proper course of his duties and whose function
         requires him to have the Confidential Information;

     (b) where it is required to be used or disclosed by law or any regulatory
         authority or stock exchange;

     (c) to an adviser for the purpose of advising the Vendor but only on terms
         that clause 11.1 applies (as modified by this clause 11.2) to use or
         disclosure by the adviser; or

     (d) which has become publicly known except as or result of the Vendor's
         breach of clause 11.1 or 11.2.

12   Accuracy of Replies to Enquiries
     --------------------------------

12.1 The Vendor and Derby jointly and severally warrant to the Purchaser that
     the Due Diligence Responses are true, and accurate and not misleading at
     the date of this Offer, and there has been no change of the debtors or
     creditors of the Business since the lists included in the Due Diligence
     Responses were made up other than changes arising in the ordinary and
     normal course of business.

12.2 The Vendor and Derby shall have no liability in respect of any claim
     brought for breach of the warranty in 12.1 above unless such claim is
     notified in writing to the Vendor within 24 months after the date of this
     Offer together with reasonable details of such claim.

12.3 The Vendor and Derby shall have no liability in respect of any claim by the
     Purchaser for a breach of the warranty in clause 12.1 unless the aggregate
     amount of all claims for breach of that warranty exceeds (Pounds)2,000 in
     which case the Vendor and Derby will be liable for the whole amount of the
     claim and not merely the excess.

                                       10
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12.4 The aggregate liability of the Vendor in respect of all claims under this
     Offer shall in no circumstances exceed (Pounds)2,000,0000.

12.5 Nothing in this clause 12 or in the Offer shall operate to exclude the
     Vendor's and/or Derby's liability for fraud or fraudulent
     misrepresentation.
                                            11
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                                  Schedule 1
                                  ----------

                                 The Subsidiary
                                 --------------


A   J B Brooks and Company Limited

1   Registered number:                   00390534

2   Date of incorporation:               20/th/ October 1944

3   Place of incorporatio                United Kingdom

4   Authorised share capital             (Pounds)10,000

5   Issued share capital                 (Pounds)10,000

6   Registered office:                   Triumph Road, Nottingham, NG7 2GL

7   Principal business address:          As above

8   Directors:                           Colin Terence Bateman
                                         Paul Robert Smith

9   Secretary:                           Paul Robert Smith

10  Accounting reference date:           31/st/ December

11  Auditors: The company is dormant and in accordance with the provisions of
    section 252 of the Companies Act 1985 and a Special Resolution passed at an
    Annual General Meeting on 25/th/ March 1983, no auditors have been
    appointed.

12  Tax residence:                       England and Wales

                                       12
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                                   Schedule 2
                                   ----------

                                    Property
                                    --------


1   The freehold property at Smethwick registered at HM Land Registry with title
    number WM679091.

                                       13
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                                   Schedule 3
                                   ----------

                                Excluded Assets
                                ---------------

1   Cash in hand.

2   Cash at the bank.

3   The shares held by the Vendor in any other company other than the
    Subsidiary.

                                       14
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                                   Schedule 4
                                   ----------

                          The Transferred Liabilities
                          ---------------------------

1   trade creditors.

2   The Agreed Tax Liabilities.

3   All liabilities relating to the Employees.

                                       15