AGREEMENT TO TERMINATE LEASE


This  Agreement  to  Terminate  Lease  (the "Agreement") is made as of April 30,
2001,  by  and  between  Little  Orchard  Realty Holding Co., Inc. ("Lessor"), a
California  corporation,  and RockShox, Inc., a Delaware corporation ("Lessee"),
with  reference  to  the  following  facts.


                                    RECITALS

     WHEREAS, Lessee and Lessor's predecessors S. Stephen Nakashima and Sally S.
Nakashima,  husband  and  wife,  have  entered  into  that  certain  Standard
Industrial/Commercial  Multi-Tenant  Lease -- Modified Net, dated March 7, 1997,
as  amended  by  that  certain First Amendment to Standard Industrial/Commercial
Multi-Tenant  Lease -- Modified Net, dated as of November 4, 1997 (collectively,
the  "Lease"),  whereby  Lessor  leases  to Lessee and Lessee leases from Lessor
approximately  One  Hundred  Fifty-eight Thousand Two Hundred (158,200) rentable
square feet in those certain premises located at 1989 Little Orchard Street, San
Jose,  California  (the  "Premises");

     WHEREAS,  pursuant  to the Lease, the Lease Term for the Premises would end
on  April  30,  2004  (the  "Original  Expiration  Date");

     WHEREAS,  Lessor  and Lessee now wish to provide for the termination of the
Lease  as  to  Phase  I  (hereafter  defined)  on  the  Phase I Termination Date
(hereafter  defined),  and  possible  termination  of  the  Lease as to Phase II
(hereafter  defined)  on the Phase II Termination Date (hereafter defined), both
the Phase I Termination Date and the Phase II Termination Date being dates prior
to  the  Original  Expiration Date, on the terms and conditions set forth below;
and

     WHEREAS,  Lessor  and  Lessee  now  also  wish  to provide for the possible
re-leasing  of  a  portion of Phase II (hereafter defined as "Phase IIA"), and a
possible  corresponding  termination  of  the Lease as to Phase IIA prior to the
Phase  II  Termination  Date,  all  as  more  particularly  set  forth  herein.

     NOW  THEREFORE,  in  consideration  of  the  mutual  promises and covenants
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

     1.     Recitals.  Lessor  and  Lessee  hereby  agree  that the recitals set
            --------
forth  hereinabove  are  true  and correct and incorporated into this Agreement.

     2.     Lease  Termination.
            ------------------

          A.     Definitions.  The Premises shall be deemed to consist of "Phase
                 -----------
I"  (the back portion of the Premises), comprising approximately 57,651 rentable
square  feet;  and  "Phase  II"  (the front portion of the Premises), comprising
approximately  100,549  rentable square feet; each as more particularly shown on
Exhibit  A attached hereto.  In addition, Phase II shall be deemed to consist of
----------
"Phase  IIA"  (the  middle  portion  of  the Premises), comprising approximately
46,549  rentable  square  feet; and "Phase IIB" (the front portion of Phase II),
comprising  approximately 54,000 rentable square feet; each as more particularly
shown  on Exhibit A attached hereto.  Phase I, Phase II, Phase IIA and Phase IIB
          ---------
are  hereinafter  referred to individually as a "Phase", and collectively as the
"Phases".

          B.     Phase  I  Termination.  Lessor  and  Lessee  hereby  agree  to
                 ---------------------
terminate  the  Lease  with  respect to Phase I as of May 31, 2001 (the "Phase I
Termination  Date").  On  or  before  the Phase I Termination Date, Lessee shall
vacate  and  surrender  possession  of  Phase I to Lessor in accordance with the
provisions  of  the  Lease  and  this  Agreement.

          C.     Phase  II  Termination.  Lessor  and  Lessee  hereby agree that
                 ----------------------
Lessee  may  terminate the Lease with respect to Phase II, at Lessee's election,
on  a  date to be not earlier than October 31, 2002, and not later than December
31,  2002.  Lessee  shall  exercise  this election, if at all, by written notice
delivered  to  and  received  by  Lessor  at least eight (8) months prior to the
selected  termination  date (such termination date being hereinafter referred to
as  the  "Phase  II  Termination  Date").  On or before the Phase II Termination
Date,  Lessee  shall  vacate  and  surrender possession of Phase II to Lessor in
accordance  with  the  provisions  of  the  Lease  and  this  Agreement.


<PAGE>
          D.     Phase  IIA  Re-Leasing;  Phase  IIA  Subletting.  Lessor agrees
                 -----------------------------------------------
that,  so long as Lessee is in compliance with all of its obligations under this
Agreement and the Lease, Lessor shall use all commercially reasonable efforts to
assist  Lessee  to find a new lessee for Phase IIA.  If a new lessee suitable in
all  respects to Lessor, in the sole and absolute discretion of Lessor, shall be
located  for  Phase  IIA,  and  a  new lease for Phase IIA shall be entered into
between  Lessor and such new lessee on terms suitable in all respects to Lessor,
in  the  sole and absolute discretion of Lessor, then this Lease shall terminate
with respect to Phase IIA as of the earlier of the date of the rent commencement
of  such  new lease or occupancy of Phase IIA by such new lessee (the "Phase IIA
Termination  Date").  In  addition, between the Phase I Termination Date and the
Phase  II  Termination  Date,  in  addition to attempting to locate a new lessee
suitable  for  Phase  IIA for purposes of enabling Lessee to terminate the Lease
with  respect  to  Phase IIA as contemplated by this Paragraph 2.D., Lessee will
concurrently be attempting to locate a suitable subtenant for Phase IIA so as to
relieve  Lessee  from  all  or  a  portion  of  the  financial and other burdens
associated with its continued occupation of Phase IIA.  In connection therewith,
Lessor  hereby  acknowledges and agrees that:  (i) Lessee's rights to sublet all
or a portion of the Premises, including, without limitation, Phase IIA, shall be
as  described  in the Lease, and nothing set forth in this Agreement is intended
to  or  shall  modify  or  amend such rights, except for Lessee's obligations to
fulfill  the  Termination  Conditions set forth in Paragraph 3 below, and except
that  no such sublease shall extend beyond the Phase IIA Termination Date (as it
may  be  established),  and  no  proposed  subtenant  shall  use  any, Hazardous
Substances with the exception of normal quantities of customary and usual office
and  janitorial  supplies, which shall be used, stored and disposed of solely in
accordance  with  all  applicable  laws,  without  the  prior written consent of
Lessor,  which  may be govern or withheld in the sole and absolute discretion of
Lessor,  or  shall  require  alterations or improvements that would, in Lessor's
reasonable  judgment,  damage or reduce the value of the Building, or shall fail
to  have  financial  resources sufficient to meet the anticipated obligations of
their  subtenancy, and (ii) Lessor agrees to cooperate in good faith with Lessee
in  its  attempts  to  locate a suitable subtenant for Phase IIA to the extent a
suitable  replacement  lessee  cannot be found (all subject to Lessor's right to
review  and  approve  such  subtenant  in  accordance with the provisions of the
Lease),  all  with the intent that Lessee might be relieved of the financial and
other burdens associated with its continued occupation of Phase IIA prior to the
Phase  II  Termination  Date.  In addition, if Lessee shall, with Lessor's prior
written  consent,  enter  into  a  sublease for Phase IIA, then Lessor shall not
enter  into  a  new  lease with a new lessee for Phase IIA for a term that would
overlap  with  such  subtenancy.

          E.     No  Further Options.  Any and all options to extend the term of
                 -------------------
the  Lease  and/or  to expand the Premises granted to Lessee under the Lease are
hereby  deleted  in  their  entirety and shall be of no further force or effect.

          F.     Security  Deposit.  Lessor  and  Lessee  hereby acknowledge and
                 -----------------
agree  that  Lessor  now  holds  the  sum  of  Eighty-seven Thousand One Hundred
Ninety-six  Dollars  ($87,196.00)  as  a  security  deposit under the Lease.  In
connection  therewith,  Lessor hereby agrees that, subject to Lessor's rights to
use  the  same  as  more  particularly described in the Lease, upon vacation and
surrender  of  all  of  the  Premises  in accordance with the provisions of this
Agreement  and  the  Lease,  Lessor shall return the Security Deposit to Lessee.

          G.     Effect  of  Termination.  Upon  termination  of this Lease with
                 -----------------------
respect  to  any Phase of the Premises in accordance with the provisions of this
Agreement  and  completion of the Termination Conditions (defined in Paragraph 3
below)  of this Agreement with respect to each Phase of the Premises, Lessor and
Lessee  shall have no further rights, obligations or claims with respect to each
other  arising  from  this Agreement or the Lease with respect to the particular
Phase  of the Premises in question, except for those obligations of Lessee under
the  Lease  which  are  expressly  required  to  survive  and continue after the
termination  or  expiration  of the Lease.  Lessee and Lessor hereby acknowledge
and  agree  that  certain  obligations  of  Lessee  survive  the  termination or
expiration  of the Lease, pursuant to the terms and provisions of the Lease, and
the  parties  further  agree  that it is the intention of Lessee and Lessor that
this  Agreement  not  affect  such  ongoing  obligations  of  Lessee.

     3.     Termination  Conditions.  The  following  conditions  shall  be
            -----------------------
conditions  to  the  termination  of  each Phase of the Lease (collectively, the
"Termination  Conditions"):

          A.     Performance  by  Lessee.  Performance  by  Lessee  through  the
                 -----------------------
termination  of  the  Lease  with  respect  to  any Phase of the Premises of all
obligations required to be performed by Lessee under the Lease or this Agreement
with  respect  to  such  Phase,  as and when such obligations are required to be
performed  under  the  Lease  or  this Agreement, including in any case, without
limitation,  the  payment  of Base Rent, Lessee's Share of Common Area Operating
Expenses  and  any other sums required to be paid by Lessee to Lessor.  From and


<PAGE>
after  the  termination  of the Lease with respect to any Phase of the Premises,
and the performance by Lessee of the Termination Conditions with respect to such
Phase, Lessee's payment of Base Rent and Lessee's Share of Common Area Operating
Expenses  (which  shall  be  adjusted  to  reflect the reduction in the Premises
following  the  termination  of  the  Lease  with  respect  to  any  Phase)  and
performance  of  other  Lease obligations shall be required only with respect to
the  remaining  Phase  or  Phases.

          B.     Surrender  of  the  Premises.  Lessee's  vacating  Phase  I and
                 ----------------------------
Lessee's  surrender  of  Phase  I to Lessor in accordance with the provisions of
Paragraph  5  below  and  the  Lease  by  the Phase I Termination Date, Lessee's
vacating  Phase  II  and  Lessee's surrender of Phase II to Lessor in accordance
with  the  provisions  of  Paragraph  5  below  and  the  Lease  by the Phase II
Termination  Date  (if applicable), and Lessee's vacating Phase IIA and Lessee's
surrender  of Phase IIA to Lessor in accordance with the provisions of Paragraph
5  below  and  the  Lease  by  the  Phase  IIA Termination Date (if applicable).

          C.     No  Lessee Default or Breach.  There shall not occur any Lessee
                 ----------------------------
Default  or  Breach,  as  defined  in  Paragraph  13.1  of the Lease, beyond any
applicable  cure  periods  set  forth  therein, from the date hereof through the
Phase  I  Termination Date with respect to termination of the Lease for purposes
of Phase I, or through the Phase II Termination Date, Phase IIA Termination Date
or  the  Original Expiration Date, as applicable, with respect to termination of
the  Lease  for  purposes  of  Phase  II.

          D.     Lessee's  Cooperation.  Lessee  agrees to cooperate with Lessor
                 ---------------------
to  complete  the  demising  of  Phase  I and electrical power separation, if so
desired  by  Lessor;  provided,  however,  that  such  demising  of  Phase I and
electrical  power  separation  shall  be  performed  at  Lessor's  sole cost and
expense, and provided further that such cooperation shall not result in Phase II
being  without  utilities or electrical power during normal working hours during
such  demising  work  for  a  period  in  excess  of two (2) business days.  The
foregoing notwithstanding, Lessor hereby agrees to provide Lessee with three (3)
business  days'  prior  written  notice of the temporary cessation of electrical
power  for  Lessor's  accomplishment  of  such  electrical power separation, and
Lessor  hereby  agrees to use good faith efforts to conduct such work during the
weekend  or  during  non-business  hours  so  as  to  cause  the least amount of
inconvenience  possible  to  Lessee's  operations in the Premises.  Lessor shall
have  the right to reallocate power within the Premises; provided, however, that
in  no  event  shall  Phase  IIB  be left with less than 2,000 amps of power for
Lessee's continued operations in Phase IIB through the Phase I Termination Date.
Lessee  further agrees to cooperate with Lessor's efforts to obtain for Lessee a
new  lessee for Phase IIA, including without limitation allowing Lessor to enter
the  Premises  to  show  the  Premises,  and  to do demolition of some walls and
construct a demising wall at Lessor's expense should Lessor choose to do so; and
Lessor's  obligation  to  pay  the  portion  of the Termination Fee described in
Paragraph  4(iii)  below  is  expressly  conditioned  on  such  cooperation.

          The  Termination  Conditions  are  conditions  for the sole benefit of
Lessor  and  may, at the sole discretion of Lessor, be waived by Lessor.  If any
or  all of the Termination Conditions are not satisfied as required with respect
to  each  Phase  of  the Premises, then Lessor, at its option, may (i) terminate
this Agreement and reinstate the Lease with respect to the entire Premises prior
to  the  Phase  I  Termination Date and surrender of Phase I, or with respect to
Phase  II following the Phase I Termination Date (in which event the Lease shall
remain  in  full force and effect with respect to the applicable Phase or Phases
of  the  Premises);  (ii)  consider the Lease terminated as to Phase I as of the
Phase I Termination Date, and as to Phase II as of the Phase II Termination Date
selected  by  Lessor  within  the  date range set forth in Paragraph 2.C. above,
subject  to  Lessor's  payment  of the applicable portion of the Termination Fee
described  below  (less  any  and  all  damages,  costs, expenses or liabilities
incurred  by  Lessor  due  to  any  failure by Lessee to satisfy any Termination
Condition  as  and  when  required  hereunder); or (iii) treat such failure of a
Termination  Condition as a Lessee Default or Breach under Paragraph 13.1 of the
Lease with respect to the entire Premises prior to the Phase I Termination Date,
or with respect to Phase II following the Phase I Termination Date, and exercise
any  or  all  of  Lessor's  rights  and/or  remedies  under the Lease, including
termination  of  the  Lease  with  respect  to  any  remaining  Phase or Phases.

     4.     Termination  Fee.  As  consideration  for  Lessee's  agreement  to
            ----------------
terminate the Lease and for Lessee's vacating and surrendering the Premises in a
timely  manner  and  as required hereunder and fulfilling all of the Termination
Conditions,  Lessor  will pay to Lessee a sum (the "Termination Fee") calculated
as  set  forth  herein, payable as follows:  (i) the sum of One Hundred Thousand
Dollars ($100,000.00) within ten (10) days after the full execution and delivery
of  this  Agreement;  (ii)  the  additional  sum of One Hundred Thousand Dollars
($100,000.00)  on  or before the later of (a) May 31, 2001, or (b) ten (10) days
after  the  vacation and surrender of Phase I in accordance with this Agreement;


<PAGE>
and  (iii)  in  the event that no new lessee shall be found for Phase IIA on the
terms  set  forth  above  who shall begin paying rent for Phase IIA on or before
January  1, 2002, then Lessor shall pay to Lessee within ten (10) days after the
end of each of January, February and March of the calendar year 2002, the sum of
Twenty-five  Thousand  Dollars  ($25,000)  for each of those months for which no
such  new lessee shall have been found or shall be paying rent; provided that if
Lessee  subleases  Phase  IIA  at any time prior to January 1, 2002, then Lessee
shall  not  be  entitled to the portion of the Termination Fee set forth in this
Paragraph  4(iii);  provided  further,  however,  that  if Lessee shall file for
bankruptcy protection or if there shall occur any other Lessee Default or Breach
beyond  any  applicable  cure  period  set  forth  in the Lease, then Lessor may
terminate this Agreement and reinstate the Lease as to the entire Premises prior
to  the  Phase I Termination Date and surrender of Phase I, and as to the entire
Phase  II following the Phase I Termination Date (in which event the Lease shall
remain  in  full force and effect with respect to the applicable Phase or Phases
of  the  Premises,  and  Lessor  shall  have  no  further obligation to make any
remaining  unpaid  payments  of  the Termination Fee) or Lessor may consider the
Lease  terminated  as  to  Phase I as of the Phase I Termination Date, and as to
Phase  II as of the Phase II Termination Date selected by Lessor within the date
range  set  forth  in  Paragraph  2.C. above, subject to Lessor's payment of the
applicable  portion  of  the  Termination  Fee (less any and all damages, costs,
expenses  or  liabilities  incurred  by  Lessor  due to any failure by Lessee to
satisfy  any  Termination  Condition  as  and  when  required  hereunder).

     5.     Surrender;  Abandoned  Property.
            -------------------------------

          A.     At  the  expiration  of the Lease term as set forth herein with
respect  to  each Phase of the Premises, or upon the earlier termination of this
Lease  as  to  any  Phase of the Premises, Lessee shall surrender the applicable
Phase of the Premises to Lessor (a) in good condition and repair (damage by acts
of  God,  casualty,  and  normal  wear and tear excepted), but with all interior
walls  cleaned,  any  carpets  cleaned,  all  floors  cleaned  and  waxed,  all
non-working light bulbs and ballasts replaced and all roll-up doors and plumbing
fixtures  in good condition and working order, and (b) in the manner required by
the  provisions  of  Paragraph 7.4 of the Lease.  Normal wear and tear shall not
include  any  damage  or  deterioration that would have been prevented by proper
maintenance  by  Lessee,  or  Lessee otherwise performing all of its obligations
under  this  Lease.  For  purposes of such Paragraph 7.4, the term "Lessee-Owned
Alterations  and  Utility  Installations" shall include, without limitation, all
equipment,  trade  fixtures,  computer  wiring  and  cabling,  furnishings,
inventories,  goods  and  personal  property  of  Lessee.  Any  Lessee-Owned
Alterations  and  Utility  Installations  not  so  removed  by  Lessee  upon the
expiration  of  the Lease with respect to each Phase thereof, as required herein
and  in  the  Lease,  shall  be deemed abandoned and may be stored, removed, and
disposed  of by Lessor at Lessee's expense, and Lessee waives all claims against
Lessor for any damages resulting from Lessor's retention and disposition of such
property;  provided, however, Lessee shall remain liable to Lessor for all costs
incurred  in storing and disposing of such abandoned property of Lessee.  If the
applicable  Phase  of  the  Premises  are  not  surrendered  at  the  applicable
expiration date or any earlier termination of this Lease, and in accordance with
the  provisions  of  this  Paragraph 5 and of Paragraph 7.4 of the Lease, Lessee
shall continue to be responsible for the payment of Base Rent, Lessee's Share of
Common  Area Operating Expenses and any other sums required to be paid by Lessee
to  Lessor  in accordance with the provisions of the Lease until the Premises or
the  applicable  portion  thereof  are  so  surrendered  in  accordance with the
provisions  of this Paragraph 5 and of Paragraph 7.4 of the Lease.  Lessee shall
indemnify, protect, defend and hold the Lessor harmless from and against any and
all  damages,  expenses, costs, losses or liabilities to the extent arising from
any  delay  by  Lessee  in  so  surrendering the Premises or any portion thereof
including,  without  limitation,  any  damages,  expenses,  costs,  losses  or
liabilities  arising from any claim against Lessor made by any succeeding lessee
or  prospective lessee to the extent founded on or resulting from such delay and
losses  and  damages  suffered  by Lessor due to lost opportunities to lease any
Phase  of  the  Premises  to  any  such succeeding lessee or prospective lessee,
together  with,  in  each  case,  actual  attorneys'  fees  and  costs.

          B.     In  addition  to  any rights Lessor may have under the Lease or
this  Agreement,  Lessor,  at  its  sole  option,  may  deem  any  Lessee-Owned
Alterations  and  Utility  Installations,  or any furniture, fixtures, shelving,
cabinets,  tables,  equipment, lighting, and other fixtures or personal property
in, on or attached to the Premises and remaining in or on any portion of Phase I
after  the  Phase I Termination Date, remaining in or on any portion of Phase II
after  the  Phase  II Termination Date, if applicable, or remaining in or on any
portion  of  Phase  IIA after the Phase IIA Termination Date, if applicable (the
"Abandoned  Property"), whether or not belonging to Lessee, to be abandoned, and
Lessor  may dispose of the Abandoned Property as it in its sole discretion deems
appropriate.  Lessee shall not be entitled to any proceeds received by Lessor as
a  result  of  the disposition of the Abandoned Property.  Lessee waives, to the
greatest  extent permitted by law, all of its rights under California Civil Code
Sections  1980,  et  seq., as the same may be amended from time to time, and any
related  and  successor  statutes  thereto.


<PAGE>
     6.      Representations  and  Warranties.  Lessee  and  Lessor  hereby
            ---------------------------------
represent  and warrant to the other, as applicable, the following, each of which
shall  survive  the  termination of the Lease, the vacation and surrender of the
Premises,  the  surrender  of  the  Lease and Lessee's leasehold estate, and the
termination  of  this  Agreement:

          A.     Lessee  has  not  made  any  assignment,  sublease,  transfer,
conveyance  or  other  disposition  of the Lease, Lessee's leasehold estate, the
Premises,  any  other  rights, title, interest under or arising by virtue of the
Lease, or of any claim, demand, obligation, liability, action or cause of action
arising  from  or pursuant to the Lease or arising from any rights of possession
arising  under  or  by  virtue  of  the Lease, Lessee's leasehold estate, or the
Premises.

          B.     The  person  or  entity  executing  this Agreement on behalf of
Lessee  and Lessor has the full right and authority to execute this Agreement on
behalf  of  said party and to bind said party without the consent or approval of
any  other  person  or  entity.

          C.     Lessee and Lessor each have the full power, capacity, authority
and  legal  right  to  execute  and  deliver  this  Agreement.

          D.     This  Agreement  is  legal,  valid  and binding upon Lessee and
Lessor,  and  this  Agreement  is  enforceable  in  accordance  with  its terms.

          E.     Lessee has not (i) made a general assignment for the benefit of
creditors,  (ii)  filed  any  voluntary  petition  in bankruptcy or suffered the
filing  of  an  involuntary  petition  by  its  creditors,  (iii)  suffered  the
appointment  of  a  receiver to take possession of all, or substantially, all of
its  assets,  (iv)  suffered the attachment or other judicial seizure of all, or
substantially  all,  of  its assets, (v) admitted in writing to its inability to
pay its debts as they become due, or (vi) made an offer of settlement, extension
or  composition  to  its  creditors  generally.

     7.     Capitalized  Terms.  All  capitalized  terms  used  herein  and  not
            ------------------
otherwise  defined  herein shall have the same meaning ascribed to such terms as
set  forth  in  the  Lease.

     8.     General  Provisions.
            -------------------

          A.     Time  is  of  the  essence  in  the performance of the parties'
respective obligations set forth in this Agreement, including without limitation
the  Termination  Conditions  set  forth  in  Paragraph  3.

          B.     Notices may be given pursuant to the provisions of Paragraph 23
"Notices"  of the Lease, and shall be deemed given pursuant to the provisions of
Paragraph 23 "Notices" subparagraph 23.2 "Date of Notice" of the Lease.  Notices
for  purposes of this Agreement and for purposes of the Lease from and after the
date  of  this  Agreement shall be sent to the following address:  If to Lessee,
notices shall be sent to:  RockShox, Inc., 1989 Little Orchard Street, San Jose,
CA  95125, Facsimile Number (719) 268-1529.  If to Lessor, notices shall be sent
to:  Legacy  Partners  Commercial,  Inc.,  101  Lincoln Centre Drive, 4th Floor,
Foster  City, California  94404; Attention:  Portfolio Vice President, Facsimile
Number  (650)  571-2211.  If at any time either party should change its address,
such party shall deliver written notice thereof to the other party together with
the  designation  of  the  new  address.

          C.     This Agreement, together with the Lease, constitutes the entire
understanding  of  the  parties  and  all prior agreements, representations, and
understandings  between  the  parties, whether oral or written, are deemed null,
all  of  the  foregoing  having  been  merged  into this Agreement.  The parties
acknowledge  that  each  party and/or its counsel have reviewed and revised this
Agreement  and  that  no rule of construction to the effect that any ambiguities
are  to  be  resolved  against  the  drafting  party  shall  be  employed in the
interpretation of this Agreement or any amendments or exhibits to this Agreement
or  any  document executed and delivered by either party in connection with this
Agreement.  The  terms  and  provisions  of  this  Agreement shall supersede any
contrary  provision  of the Lease; and except as expressly set forth herein, the
Lease  remains  in  full  force  and  effect  according  to  its  terms.

          D.     Lessee  may  not assign its rights, obligations and interest in
this  Agreement  to any other person or entity, without Lessor's written consent
thereto.  Any attempted assignment shall be null and void.  This Agreement shall
inure  to  the  benefit of and be binding upon the parties to this Agreement and
their  respective  successors  and  assigns.


<PAGE>
          E.     If  for  any  reason,  any provision of this Agreement shall be
held  to be unenforceable, it shall not affect the validity or enforceability of
any  other  provision  of  this  Agreement.

          F.     This  Agreement  shall  be  governed by and construed under the
laws  of  the  State  of  California.

          G.     Any  and  all  addenda  attached  hereto  and  either signed or
initialed  by  the  parties  shall  be deemed a part hereof.  Any and all future
modifications  of  this  Agreement will be effective only if they are in writing
and  signed  by  the  parties  hereto.  The  terms and conditions of any and all
addenda  attached  hereto and any and all future modifications of this Agreement
shall  supersede  and  replace  any  inconsistent  provisions in this Agreement.

          H.     This  Agreement  may be executed in counterparts.  All executed
counterparts  shall  constitute  one  agreement,  and  each counterpart shall be
deemed  an  original.

          I.     In  the  event  any  dispute  between  the  parties  results in
litigation  or other proceeding, the prevailing party shall be reimbursed by the
non-prevailing  party  for all reasonable costs and expenses, including, without
limitation,  reasonable  attorneys'  and experts' fees and costs incurred by the
prevailing  party in connection with such litigation or other proceeding and any
appeal  thereof.  Such  costs, expenses and fees shall be included in and made a
part  of  the  judgment  recovered  by  the  prevailing  party,  if  any.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and  year  first  written  above  in  this  Agreement.

LESSEE:

RockShox,  Inc.,
a  Delaware  corporation


By:   _____________________________________

Its:  _____________________________________

Date: _____________________________________


LESSOR:

Little  Orchard  Realty  Holding  Co.,  Inc.,
a  California  corporation


By:   _____________________________________

Its:  _____________________________________

Date: _____________________________________


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