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                                                                   June 15, 2001


Mr.  Chris  Birkett
Chief  Financial  Officer
Rockshox,  Inc.
1610  Garden  of  the  Gods  Road
Colorado  Springs,  CO  80907
Re:     Wells  Fargo  Business  Credit/Rockshox,  Inc.
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Dear  Chris:

     This  letter is written in reference to the Amended and Restated Credit and
Security  Agreement  dated  as  of  June  28,  2000  between Rockshox, Inc. (the
"Borrower")  and  Wells  Fargo  Business  Credit, Inc. (the "Lender") (as may be
 --------                                                    ------
amended  or restated from time to time, the "Agreement").  All capitalized terms
                                             ---------
not  defined  in  this  letter have the meanings given to them in the Agreement.

     You  have  asked  the  Lender  to  amend  the Agreement to provide you with
additional  credit,  and the Lender is considering whether it will enter into an
amendment.  In  the  meantime,  the  Lender is willing to accommodate you on the
terms  set  forth  in  this  letter.

     The  Lender  may  in its discretion, as a special short-term accommodation,
make  Revolving  Advances  in  excess  of the Borrowing Base in an amount not to
exceed  One  Million Two Hundred Thousand Dollars ($1,200,000) (individually and
collectively,  the  "Special Accommodation"); provided that no Revolving Advance
                     ---------------------    --------
(including  any  Special  Accommodation)  shall be made in excess of the Maximum
Line.  Each  Special  Accommodation  shall  be deemed to be a Revolving Advances
under the Agreement; provided however, that the Special Accommodation shall bear
                     -------- -------
interest  at  a  rate  equal to the Base Rate plus three percent (3%).  You will
repay  the  Special  Accommodation in full, together with accrued interest, upon
demand by the Lender at any time and in the Lender's sole discretion, but in any
event  not  later  than  August  31,  2001.

     As  consideration for the Special Accommodation, the Borrower agrees to pay
Lender  an  non-refundable  accommodation  fee  in the amount of Twelve Thousand
Dollars  ($12,000),  which fee shall be fully earned and payable upon Borrower's
acceptance  of  this  letter.

     Except  as  modified by this letter, the provisions of the Agreement remain
unchanged  and  continue  in  full  force  and  effect.

     By  your  execution  of  this  letter below, you confirm that no Default or
Event  of  Default  exists  under  the Agreement (other than certain Defaults or
Events of Default which have been disclosed to Lender prior to the date hereof),
that  the  representations  and  warranties  of  the  Borrower  set forth in the
Agreement are true and correct on the date of this letter as if made on the date
of  this  letter, and that the Borrower has taken all corporate action necessary
in order to execute and deliver this letter and to perform its obligations under
this  letter.

     The  Lender's  willingness  to  extend  the  Special Accommodation is not a
waiver  of any existing or future Events of Default.  Upon the occurrence of any
Events of Default after the date of this letter, or in the event that the Lender
learns of any Event of Default that occurred prior to its date, the Lender shall
be  free  to  exercise  any and all of its various rights and remedies under the
Agreement.  Furthermore,  nothing  contained  in  this  letter  shall  diminish,
prejudice  or  waive  any of Lender's rights and remedies under the Agreement or
applicable  law,  and  Lender  hereby  reserves all of such rights and remedies.


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Sincerely,


WELLS  FARGO  BUSINESS  CREDIT,  INC.



By:_______________________________________
     Name:   _____________________________
     Title:  Portfolio  Manager


ACCEPTED  AND  AGREED  this  15  day  of
June,  2001:

ROCHSHOX,  INC.



By: ______________________________________
     Name:  ______________________________
     Title: ______________________________