RESTATED AND AMENDED
                              BELL SPORTS CORP.
                   1993 OUTSIDE DIRECTORS STOCK OPTION PLAN

                              ARTICLE I. Purpose

   The purpose of this 1993 Outside  Directors Stock Option Plan (the "Plan") is
to encourage  stock  ownership by each Outside  Director (as defined  herein) of
Bell Sports Corp.,  a Delaware  corporation  (the  "Corporation"),  so that such
Outside  Director  may  acquire a  proprietary  interest  in the  success of the
Corporation.  The Plan is intended to provide an incentive for maximum effort in
the successful operation of the Corporation, to attract Outside Directors to the
Corporation  and to  encourage  Outside  Directors  to remain  directors  of the
Corporation.   The  term  Outside   Director   refers  to  each  member  of  the
Corporation's  Board of  Directors  (the  "Board") who is not an employee of the
Corporation or any of its subsidiaries.

                           ARTICLE II. Eligibility

   Each Outside  Director shall be granted options ("Plan  Options") to purchase
shares of the Corporation's  Common Stock, par value $.01 ("Common  Stock"),  in
accordance  with the terms  hereof.  Plan Options are not intended to constitute
"Incentive  Stock  Options"  within the meaning of Section  422 of the  Internal
Revenue Code of 1986, as amended (the "Code"), or any successor provision.

            ARTICLE III. Common Stock To Be Issued Under The Plan

   Subject to adjustment as provided  herein,  the aggregate number of shares of
Common  Stock that may be issued  upon the  exercise of Plan  Options  shall not
exceed  200,000.  Shares of Common Stock to be delivered under the Plan shall be
authorized and unissued  shares of Common Stock, or authorized and issued shares
of Common  Stock  reacquired  and held as  treasury  shares or  otherwise,  or a
combination thereof. In the event that any outstanding Plan Option expires or is
terminated,  the shares of Common Stock allocable to the unexercised  portion of
such Plan Option may again be covered by an option granted under the Plan.

                          ARTICLE IV. Administration

   The Plan  shall be  administered  by the  Board.  Subject to the terms of the
Plan, the Board may establish rules and regulations  for the  administration  of
the Plan and  interpret the Plan,  including  any Plan Options.  All such rules,
regulations and interpretations  relating to the Plan adopted by the Board shall
be conclusive and binding on all parties.

                      ARTICLE V. Grants of Plan Options

   On November 17, 1993, each person serving as an Outside Director  immediately
after the adjournment of the  Corporation's  1993 Annual Meeting of Stockholders
(or, if later, on the date on which a person is first elected or begins to serve
as an Outside Director), shall be granted a Plan Option (an "Initial Option") to
purchase 5,000 shares of Common Stock.

   On  the  date  of the  Corporation's  annual  meeting  of  stockholders  next
succeeding the date on which an Outside Director receives an Initial Option and,
thereafter, on the date of each succeeding annual meeting of stockholders of the
Corporation,  such Outside  Director,  if  re-elected to the Board as an Outside
Director at such meeting or if continuing in office as an Outside Director after
such meeting, shall be granted a Plan Option (a "Subsequent Option") to purchase
2,000 shares of Common Stock.

   Each Outside Director eligible to receive a retainer fee (the "Retainer Fee")
in accordance with such criteria as may be established  from time to time by the
Board, or a duly authorized committee of the Board, on the date the Retainer Fee
is to be paid,  shall be granted a Plan  Option (a  "Retainer  Fee  Option")  to
purchase  that number of whole shares of Common Stock  determined by rounding up
to the
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nearest  whole  number,  that number  determined  by dividing  the amount of the
Retainer  Fee payable to such  Outside  Director on such date by one-half of the
Fair Market Value (as defined in Article VII) of a share of Common Stock on such
date.  Retainer  Fee Options  shall be in lieu of the  payment of cash  retainer
fees.

   Each Plan Option shall be evidenced by a written  agreement (an  "Agreement")
between the  Corporation and the optionee and, upon execution by the Corporation
and the  optionee and delivery of the  Agreement to the  Corporation,  such Plan
Option shall be effective as of its date of grant.

                     ARTICLE VI. Period of Exercisability

   No Plan Option shall be  exercisable  after the  expiration of ten years from
its date of grant.  Except as otherwise  provided  herein,  no Initial Option or
Subsequent Option shall be exercisable  during the first year following its date
of grant. Thereafter, such Initial Option or Subsequent Option may be exercised:
(i) on or after the first  anniversary of the date of grant, for up to one-third
of the total shares of Common Stock covered thereby, (ii) on or after the second
anniversary of the date of grant, for up to an additional one-third  (two-thirds
on a cumulative  basis) of the total shares of Common Stock  covered  thereby or
(iii) on or after the  third  anniversary  of the date of grant,  for all of the
shares of Common  Stock  covered  thereby.  Each  Retainer  Fee Option  shall be
exercisable in full on and after its date of grant. An exercisable  Plan Option,
or a portion  thereof,  may be  exercised  only with  respect to whole shares of
Common Stock.

                         ARTICLE VII. Purchase Price

   The per share purchase price (the "Purchase Price") of shares of Common Stock
covered by an Initial  Option or a Subsequent  Option shall be equal to the Fair
Market Value of a share of Common Stock on the date of grant of such option. The
purchase  price per share of Common Stock covered by a Retainer Fee Option shall
be equal to one-half of the Fair Market  Value of a share of Common Stock on the
date of grant of such  option.  The Fair Market Value of a share of Common Stock
on a date shall mean the  average  of the high and low  transaction  prices of a
share of Common Stock as reported by The Nasdaq Stock Market on such date or, if
the Common Stock does not trade on The Nasdaq Stock  Market,  the average of the
high and low  transaction  prices  of a share of Common  Stock on the  principal
national  stock  exchange on which the Common  Stock is traded on the date as of
which  such  value is  being  determined,  or,  if  there  shall be no  reported
transactions  for such date, on the next preceding  date for which  transactions
were reported;  provided, however, that if Fair Market Value for any date cannot
be so determined, Fair Market Value shall be determined by the Board by whatever
means or method as the Board,  in the good  faith  exercise  of its  discretion,
shall at such time deem appropriate.

                    ARTICLE VIII. Exercise of Plan Options

   A Plan Option may be exercised (i) by giving  written notice to the Secretary
of the  Corporation  specifying the number of whole shares of Common Stock to be
purchased and  accompanied by payment of the Purchase Price therefor in full (or
arrangement made for such payment to the satisfaction of the Corporation) either
(A) in cash, (B) in previously owned whole shares of Common Stock (for which the
optionee has good title free and clear of all liens and  encumbrances)  having a
Fair Market Value  determined as of the date of exercise,  (C) a combination  of
(A) and  (B),  or (D) in cash  by a  broker-dealer  to  whom  the  optionee  has
submitted an irrevocable notice of exercise and (ii) by executing such documents
as the  Corporation may reasonably  request.  No shares of Common Stock shall be
issued until the full Purchase Price therefor has been paid.

   The Corporation shall not be required to issue or deliver any certificate for
shares of Common Stock  purchased upon the exercise of all or any part of a Plan
Option  before (i) such shares are  approved  for  inclusion on The Nasdaq Stock
Market or, if  applicable,  such  shares are  admitted  for listing on any stock
exchange on which the Common Stock may then be listed,  and (ii)  completion  of
any  registration  or other  qualification  of such  shares  under  any state or
federal law, or ruling or regulation of any  governmental  regulatory  body that
the Board shall, in its sole discretion, determine is necessary or advisable.
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   An optionee shall have no rights as a stockholder  with respect to any shares
of Common Stock covered by a Plan Option until such optionee becomes a holder of
record with  respect to such shares of Common Stock and no  adjustment  shall be
made for dividends or  distributions  or other rights prior  thereto,  except as
provided in Article XI hereof.

                   ARTICLE IX. Termination of Directorship

   No Plan Option may be exercised  after the  termination  of the optionee as a
director of the Corporation (a "Termination"), except as hereinafter provided:

      (a) Retirement.  Each Plan Option may be exercised within three (3) months
   after the  Retirement  (as defined  herein) of the optionee,  but in no event
   after the  expiration  of such Plan  Option,  and such Plan  Option  shall be
   exercisable  for all of the shares of Common Stock covered  thereby.  For the
   purposes of the Plan, the term "Retirement"  shall mean the retirement of the
   optionee  as a director of the  Corporation  after such  optionee  shall have
   attained the age of sixty-five  (65) and completed three (3) years of service
   as a director of the Corporation.

      (b) Disability.  Each Plan Option may be exercised within three (3) months
   after the Termination of the optionee by reason of the Disability (as defined
   herein) of the  optionee,  but in no event after the  expiration of such Plan
   Option,  and such Plan Option shall be  exercisable  for all of the shares of
   Common Stock covered thereby. For the purposes of the Plan, an optionee shall
   be deemed to have incurred a "Disability" if the Corporation  determines that
   the optionee is totally and permanently prevented, as a result of physical or
   mental infirmity,  injury or disease,  either occupational or nonoccupational
   in  cause,  from  continuing  as a  director  of the  Corporation  (provided,
   however, that disability here under shall not include any disability incurred
   or  resulting  from  the  optionee's  having  engaged  in a  criminal  act or
   enterprise,  or any disability consisting of or resulting from the optionee's
   chronic alcoholism, addiction to narcotics or an intentionally self-inflicted
   injury).

      (c) Death.

         (1) If an optionee shall die while a director of the Corporation,  each
      Plan Option granted to such deceased optionee shall be exercisable  within
      one (1) year after the date of the optionee's death, but in no event after
      the  expiration  of such  Plan  Option,  and  such  Plan  Option  shall be
      exercisable for all of the shares of Common Stock covered thereby.

         (2) If an optionee shall die within three (3) months after Termination,
      each Plan Option  granted to such deceased  optionee  shall be exercisable
      within  one (1) year  after the date of the  optionee's  death,  but in no
      event after the expiration of such Plan Option, and each Plan Option shall
      be exercisable  for such number of shares of Common Stock,  if any, as are
      purchasable immediately prior to the optionee's death.

         (3) The  legal  representative,  if any,  of such  deceased  optionee's
      estate,  otherwise  the  appropriate  legatees  or  distributees  of  such
      deceased  optionee's estate, may exercise the Plan Options granted to such
      deceased optionee.

      (d)  Involuntary  Termination.  Each Plan Option may be  exercised  within
   three (3) months after the Involuntary  Termination (as hereinafter  defined)
   of the  optionee,  but in no event after the  expiration of such Plan Option,
   and such Plan  Option  shall be  exercisable  for all of the shares of Common
   Stock  covered  thereby.  For  purposes  of the Plan,  the term  "Involuntary
   Termination"  shall  mean any  Termination  by  reason of  resignation  after
   request by the Corporation or other involuntary termination of the optionee's
   directorship  by  action  of  the   Corporation   other  than  a  Termination
   constituting a Termination for Cause under  subparagraph  (f) of this Article
   IX.

      (e) Voluntary Termination.  Each Plan Option may be exercised within three
   (3) months  after a Voluntary  Termination  (as  hereinafter  defined) of the
   optionee,  but in no event after the expiration of such Plan Option, and such
   Plan Option may not be exercised for more than the number of shares of Common
   Stock covered  thereby,  if any, as to which such Plan Option was exercisable
   by the optionee  immediately prior to such  Termination.  For the purposes of
   the Plan, "Voluntary Termination" shall mean any Termination by reason of the
   optionee's resignation or other voluntarily
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   departure  from the Board  other than (i) an  Involuntary  Termination,  (ii)
   Retirement,  (iii) termination by reason of Disability, or (iv) a Termination
   constituting a Termination for Cause under  subparagraph  (f) of this Article
   IX.

      (f)  Termination  for Cause.  Anything  contained  herein to the  contrary
   notwithstanding,  if  Termination  is a  result  of  or  caused  by  (i)  the
   optionee's  fraud  or  intentional   misrepresentation,   (ii)  embezzlement,
   misappropriation  or conversion of assets or opportunities of the Corporation
   or a subsidiary of the  Corporation,  or (iii)  disclosure by the optionee of
   confidential  information of the Corporation or a subsidiary,  then each Plan
   Option and any and all rights  granted to such  optionee  thereunder,  to the
   extent not yet effectively exercised, shall become null and void effective as
   of the date of the  occurrence of the event which  results in the  optionee's
   Termination and any purported exercise of such Plan Option by or on behalf of
   said optionee on or following such date shall be of no effect.

                     ARTICLE X. Transfer of Plan Options

   No Plan  Option  shall  be  transferable  other  than by will or the  laws of
descent and distribution and shall be exercisable during the optionee's lifetime
only by the optionee or the optionee's guardian, legal representative or similar
person.  Except as permitted by the preceding sentence,  no Plan Option shall be
sold,  transferred,  assigned,  pledged,  hypothecated,  encumbered or otherwise
disposed  of  (whether  by  operation  of law or  otherwise)  or be  subject  to
execution, attachment or similar process. Upon any attempt to so sell, transfer,
assign, pledge,  hypothecate,  encumber or otherwise dispose of any Plan Option,
such Plan Option and all rights  thereunder  shall  immediately  become null and
void.

            ARTICLE XI. Adjustments for Changes in Capitalization

   In  the  event  of  any  stock  split,   stock  dividend,   recapitalization,
reorganization,   merger,  consolidation,   combination,   exchange  of  shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution  to holders of Common  Stock  other than a cash  dividend,  (i) the
number  and class of  securities  available  under the  Plan,  (ii) the  number,
Purchase Price and class of securities  subject to each outstanding Plan Option,
and (iii) the number and kind of  securities  subject to each Plan  Option to be
granted to Outside Directors pursuant to Article V hereof shall be appropriately
adjusted by the Board,  such  adjustments  to be made in the case of outstanding
Plan Options without a change in the aggregate Purchase Price for the securities
covered thereby.

   The grant of a Plan Option  shall not affect in any way the right or power of
the  Corporation  to make  adjustments,  reclassifications,  reorganizations  or
changes of its capital or business structure or to merge or to consolidate or to
dissolve,  liquidate  or sell,  or transfer  all or any part of its  business or
assets.

                 ARTICLE XII. Acceleration of Exercisability

   Upon the approval by the stockholders of the Corporation of a reorganization,
merger,  consolidation,  dissolution  or liquidation  of the  Corporation,  each
outstanding   Plan   Option,   other  than  a  Plan  Option  with  a  period  of
exercisability  modified  pursuant  to  subparagraphs  (e) or (f) of  Article IX
hereof,  shall  immediately  become  exercisable for all of the shares of Common
Stock  covered  thereby.   The  foregoing   sentence  shall  not  apply  to  any
reorganization,  merger or  consolidation of the Corporation  where  immediately
after  such  reorganization,  merger or  consolidation  at least 66 2/3 % of the
members  of the  board of  directors  of the  corporation  resulting  from  such
reorganization, merger or consolidation were members of the Board at the time of
the execution of the initial agreement or action of the Board providing for such
reorganization, merger or consolidation.

                        ARTICLE XIII. Plan Amendments

   The Plan may be amended or  terminated  by the Board in any  respect,  at any
time, subject to any required stockholder  approval,  provided that (i) the Plan
may not be amended  more than once every six months,  other than to comport with
changes in the Code, the Employee  Retirement  Income Security Act, or the rules
thereunder,  and (ii) the Plan  shall not be  amended  in a manner  which  would
result in the Plan failing to comply with Rule 16b-3 under the Exchange  Act. No
amendment  may  impair  the  rights of a holder of an  outstanding  Plan  Option
without the consent of such holder.
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                 ARTICLE XIV. Effective Date and Term of Plan

   The Plan  shall be  submitted  to the  stockholders  of the  Corporation  for
approval  and,  if  approved,  shall  become  effective  as of the  date of such
approval.  The Plan shall  terminate ten years after its  effective  date unless
terminated prior thereto by action of the Board. No Plan Option shall be granted
after  termination of the Plan, but termination of the Plan shall not affect the
rights of any optionee under any Plan Option granted prior to such termination.
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