COLLATERAL PLEDGE AGREEMENT

         THIS COLLATERAL PLEDGE AGREEMENT ("Agreement") is made this 24th day of
September, 1996, by and among MARY GEORGE, a resident of the State of California
("Pledgor") and BELL SPORTS, INC., a California corporation (BSI).

         1. Pledge.

                  As security for Pledgor's  promissory  note ("Note") to BSI of
even date herewith, which Note evidences the indebtedness of the Pledgor to BSI,
Pledgor hereby pledges, mortgages,  hypothecates,  assigns, transfers, delivers,
sets over and confirms  unto BSI, its  successors  and  assigns,  the  following
property, to wit:

         Any and all options to purchase shares of BSI or any of its affiliates,
         however  received  or  whenever   granted,   either  registered  to  or
         exercisable  by  the  Pledgor,  together  with  all  proceeds  thereof,
         additions  thereto  and  substitutions   therefor,   including  without
         limitation any other securities,  cash or other properties  distributed
         with  respect  to the  foregoing  options  to  purchase  stock or other
         securities  subject to this  Agreement,  whether as a result of merger,
         consolidation, dissolution, reorganization,  recapitalization, interest
         payment, stock split, stock dividend, reclassification or redemption or
         any other change  declared or made in the capital  structure of BSI, or
         otherwise,

as  collateral  security  for  the  payment  in  full  when  due of any  and all
obligations  and  indebtedness of Pledgor to BSI,  whether  direct,  indirect or
contingent,  whether  now  existing  or  hereafter  incurred  and whether or not
otherwise secured (hereinafter  collectively  referred to as the "Obligations"),
including, without limitation, all obligations and indebtedness of Pledgor under
the Note and any extensions,  amendments and renewals thereto. In the event of a
conflict or  inconsistency  between the terms  hereof and the terms of the Note,
the terms of the Note  shall  control.  Pledgor  warrants  and  represents  that
Pledgor  has the  right to  pledge,  mortgage,  hypothecate,  assign,  transfer,
deliver,  set over and confirm unto BSI all of the foregoing options to purchase
shares free of any encumbrance subject only to the terms of any plan or plans by
or pursuant to which such options were issued or awarded.

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         Pledgor hereby agrees promptly to pledge and deposit hereunder with BSI
any stock,  securities,  or other property with respect to any of the options or
securities represented thereby, whether taken in substitution for or in addition
to the above described property. Such stock, other securities and property shall
stand  pledged  and  assigned  for the  Obligations  in the same  manner  as the
property  described in the first paragraph hereof. All of the property described
in this Section 1 and in the first and second  paragraphs  hereof is hereinafter
called the "Pledged Property."

         2. Voting Power, Dividends, Etc.

                  (a)  Unless  and  until an Event of  Default  (as  hereinafter
defined) or an event which, with the passage of time or giving of notice or both
would constitute an Event of the Default,  has occurred,  the Pledgor shall have
the right to  exercise  all voting,  consensual  and other  powers of  ownership
pertaining to the Pledged Property, and the Pledgor shall be entitled to receive
and retain any  dividends  on the  Pledged  Property  paid in cash out of earned
surplus on BSI to the extent such dividends are reasonable in amount and paid in
the ordinary course of business. To the extent not so permitted, such sums shall
be applied to the amount owing under the Note.

                  (b) Pledgor hereby  irrevocably  appoints the President of BSI
as Pledgor's  proxy holder with respect to the Pledged  Property with full power
and  authority to vote such Pledged  Property and  otherwise act with respect to
such Pledged  Property on behalf of Pledgor,  provided  that this proxy shall be
operative only upon an Event of Default.  This Proxy shall be irrevocable for so
long as any of the Obligations remain in existence, and shall be coupled with an
interest.  If any Event of Default shall have occurred,  then whether or not any
holder of the Note,  or the  Obligations,  exercises  any  available  options to
declare  the note or the  Obligations  due and  payable or seeks or pursues  any
other relief or remedy  available to such holder under this Pledge  Agreement or
the Obligations:

                           (i) The President of BSI, or his nominee or nominees,
shall forthwith, without further action on the part of any person, have the sole
and  exclusive  right to  exercise  the  proxy  granted  above  and all  voting,
consensual and other powers of ownership  pertaining to the Pledged Property and
shall exercise such powers in such manner as such person, in his sole reasonable
discretion,  shall determine to be necessary,  appropriate or advisable, and, if
BSI shall so request in writing,  the  Pledgor  agrees to execute and deliver to
BSI such other and additional  powers,  authorizations,  proxies,  dividends and
such other documents as BSI may reasonably  request to secure to BSI the rights,
powers and authorities intended to be conferred upon BSI by this Subsection (b);
and

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                           (ii) All  dividends  and other  distributions  on the
Pledged  Property shall be deposited in a sinking fund to be established for the
benefit of BSI, and, if BSI shall so request in writing,  the Pledgor  agrees to
execute and deliver to BSI appropriate  additional  dividend,  distribution  and
other orders and documents to that end.

         3. Sale of Pledged Property After an Event of Default.

         If any Event of Default shall have occurred,  then, unless the Note and
the  Obligations  shall  have been paid in full at or before  the time BSI gives
Pledgor the notice  provided  for in  Subsection  (a) of this Section 3 or at or
before the time the suit provided for in Subsection (b) of this Sections 3 shall
be begun, BSI may, in its sole discretion, without further demand, advertisement
or notice, except as expressly provided for in Subsection (a) of this section 3,
(i) apply the cash, if any, then held by him as  collateral  hereunder,  for the
purposes and in the manner provided in Section 4 hereof, and (ii) if there shall
be no such cash or the cash so applied shall be insufficient to make in full all
payments provided in Subsections (a) and (b) of Sections 4 hereof:

                  (a) Sell the Pledged Property,  or any part thereof, in one or
more  sales,  at public or private  sale,  conducted  by any officer or agent or
auctioneer or attorney  for,  BSI, at BSI's place of business or elsewhere,  for
cash, upon credit or future delivery,  and at such price or prices as BSI shall,
in its sole discretion, determine, and BSI may be the purchaser of any or all of
the  Pledged  Property  so sold and shall  hold the same  thereafter  in its own
right,  free from any claims of Pledgor or any right of  redemption  of Pledgor.
Upon any such sale BSI shall have the right to deliver,  assign and  transfer to
the Purchaser  thereof the Pledged  Property so sold. Each purchaser  (including
BSI) at any such sale shall hold the Pledged Property so sold including, without
limitation,  any equity or right of redemption of the Pledgor, which the Pledgor
hereby specifically  waives, to the extent he may lawfully do so, and all rights
of redemption,  stay or appraisal which he has or may have under any rule of law
of statute now  existing  or  hereafter  adopted.  BSI shall give the Pledgor at
least five (5) days' written notice, in case of public or private sale. Any such
public sale shall be held at such time or times within  ordinary  business hours
as BSI  shall  fix in the  notice of such  sale.  At any such  sale the  Pledged
Property may be sold in one lot as an entity or in separate  parcels.  BSI shall
not be  obligated  to make any sale  pursuant  to any notice.  BSI may,  without
notice or  publication,  adjourn any public or private sale from time to time by
announcement  at the time and place  fixed  for such  sale,  or any  adjournment
thereof, and any such sale my be made at any time or place to which the same may
be so adjourned  without further notice or  publication.  In case of any sale of
all or any part of the Pledged Property for credit or for future  delivery,  the
Pledged  Property so sold may be retained by BSI until the selling price is paid
by the purchaser  thereof,  but BSI shall not incur any liability in case of the

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failure of such  purchaser to take up and pay for the Pledged  Property so sold,
and in case of any such failure,  such Pledged  Property may again be sold under
and pursuant to the provisions hereof; or

                  (b)  Proceed  by a  suit  or  suits  at law  or in  equity  to
foreclose  upon this  Agreement  and sell the Pledged  Property,  or any portion
thereof,  under  a  judgment  or  decree  of a  court  of  courts  of  competent
jurisdiction.

         The President of BSI, as attorney-in-fact  pursuant to section 5 hereof
may, in the name and stead of the  Pledgor,  make and  execute all  conveyances,
assignments  and  transfers of the Pledged  Property sold pursuant to Subsection
(a) or (b) of this Section 3. The Pledgor shall,  if so requested by BSI, ratify
and  confirm any sale or sales by  executing  and  delivering  to BSI or to such
purchaser or  purchasers  all such  instruments  as may, in the sole judgment of
BSI, be advisable.

         4. Application of Proceeds.

         If an  Event  of  Default  exists,  the  proceeds  of any  sale,  or of
collection,  of all or any part of the Pledged Property shall be applied by BSI,
without any marshaling of assets, in the following order:

                  (a) first,  to the payment of all of the costs and expenses of
such sale, including, without limitation, reasonable compensation to BSI and its
agents,  attorneys and counsel, and all other reasonable  expenses,  liabilities
and advances made or incurred by BSI in connection therewith; and

                  (b) second, to the payment of the principal of and premium, if
any, and interest on the Note, and all obligations of the Pledgor under the Note
and this Agreement and then to pay any other Obligations; and

                  (c) finally, to the payment to the Pledgor,  his successors or
assigns,  or  their  respective  heirs,  executors  or  administrators,   or  to
whomsoever  may be  lawfully  entitled  to  receive  the  same or as a court  of
competent  jurisdiction may direct,  or any surplus remaining from such proceeds
after payments of the character  referred to in Subsections  (a) and (b) of this
Section 4 shall have been made.

         5. President of BSI Appointed Attorney-in-Fact; Indemnity.

         Upon an Event of Default,  the  President  of BSI, his  successors  and
assigns, is hereby appointed attorney-in-fact,  with full power of substitution,
of the  Pledgor for the purpose of  carrying  out the  provisions  of the Pledge
Agreement  and  taking  any  action and  executing  any  instruments  which such
attorney-in-fact  may deem  necessary or advisable  to  accomplish  the purposes
hereof, which appointment as attorney-in-fact 

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is irrevocable and coupled with an interest. The Pledgor will indemnify and save
harmless  such  person from and against  any  liability  or damage  which he may
incur,  in  good  faith  and  without  gross  negligence,  in the  exercise  and
performance  of any of its or his  powers  and  duties  specifically  set  forth
herein.

         6. No Waiver.

         No failure on the part of BSI to exercise,  and no delay on the part of
BSI in  exercising,  any right,  power or remedy  hereunder  shall  operate as a
waiver  thereof;  nor shall any single or partial  exercise by BSI of any right,
power or remedy hereunder  preclude any other or further right, power or remedy.
The  remedies  herein  provided  are  cumulative  and are not  exclusive  of any
remedies provided by law or equity.

         7. Termination of Pledge.

         When  all  of  the  Obligations,  including,  without  limitation,  the
indebtedness evidenced or secured by the Note or this Agreement, shall have been
paid in full,  this  Agreement  shall  terminate.  BSI shall  forthwith  assign,
transfer and deliver to the Pledgor or his  assignees,  without  representation,
warranty or recourse, against appropriate receipts, all the Pledged Property, if
any, then held by him in pledge hereunder.

         8. Representations and Warranties.

         The Pledgor  hereby  represents  and  warrants  that,  when the Pledged
Property is pledged hereunder:

                  (a)  Ownership of Pledged  Property.  Pledgor is the legal and
equitable  owner of the Pledged  Property free and clear of all liens,  charges,
encumbrances and security  interests of every kind and nature,  other that those
created hereunder.

                  (b)  Authority  to  Pledge.   Pledgor  has  taken  all  action
necessary to make this Pledge and all obligations  hereunder  fully  enforceable
against Pledgor.

                  (c) Continuous Security Interest.  Pledgor hereby agrees that,
until payment of principal,  interest,  and all other sums owing pursuant to the
Note in accordance  with the terms thereof and performance in full of all of the
Obligations and the covenants,  conditions and agreements to Pledgor  hereunder,
all rights, powers and remedies granted to BSI hereunder shall continue to exist
and may be exercised by BSI.

                  (d) Right to Transfer.  Pledgor hereby represents and warrants
that on the date of this  Agreement he has the absolute  right and  authority to
enter  into this  Agreement  and  thereby  to create in favor of BSI 

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a valid and binding  security  interest in the Pledged  Property,  subject to no
liens, charges, encumbrances or rights of others.

                  (e) No Transfer,  Further  Encumbering,  Etc.  Pledgor  hereby
agrees not to  directly  or  indirectly  assign,  transfer  or convey or further
encumber the Pledged  Property or any part thereof or interest  therein  without
the prior written consent of BSI.

         9. Governing Law.

         This  Agreement  shall in all respects be construed and  interpreted in
accordance  with and governed by the laws of the State of California  applicable
to  agreements  made and to be performed  entirely in  California  by California
residents.

         10. Successor and Assigns.

         This  Agreement  shall be binding  upon and inure to the benefit of the
respective  successors  and assign of the  Pledgor and BSI,  and any  subsequent
holder of the Note or the Obligations.

         11. Additional Instruments and Assurance.

         The Pledgor hereby agrees, at his own expense,  to execute and deliver,
from time to time, any and all further or other instruments, and to perform such
acts, as BSI may reasonably request for purposes of this Agreement and to secure
to BSI,  and to all  persons who may from time to time be the holder of the Note
or the  Obligations,  the  benefits  of all  rights,  authorities  and  remedies
conferred upon BSI by the terms of this Agreement.

         12. Notices.

         All notices and other communications provided for hereunder shall be in
writing  (including  telegraphic  communication)  and mailed or  telegraphed  or
delivered,  if to the  Pledgor,  at his  address  at ___________________________
____________________________________________________ or if to BSI,  at  15170 N.
Hayden, Suite I-1,  Scottsdale,  AZ 85260, ATTN: Chief Financial Officer, or, as
to each party,  at such other  address as shall be designated by such party in a
written notice to the other party,  complying with the foregoing terms. All such
notices and communications shall, when mailed or telegraphed,  be effective when
deposited in the United States Mail, postage prepaid,  certified,  registered or
express,  return  receipt  requested,  or delivered to the telegraph  company or
overnight courier, charges prepaid, respectively, addressed as aforesaid.

         13. Severability.

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         In case any one or more of the provisions of this  Agreement  shall for
any reason be held to be invalid,  illegal or unenforceable in any respect, such
invalidity,  illegality or unenforceability shall not affect any other provision
hereof,  but this  Agreement  shall be construed as if such invalid,  illegal or
unenforceable provision had not been included.

         14. Events of Default.

         The  Pledgor  shall  be  in  default  under  this  Agreement  upon  the
occurrence of any one of the following  events (herein  referred to as an "Event
of Default"):

                  (a)  Default  by  the  Pledgor  in  the  due   observance   or
performance  of any  covenant  or  agreement  contained  herein or breach by the
Pledgor of any representation or warranty herein contained; or

                  (b) any default by Pledgor in the payment or performance  when
due of any of the Obligations, including, without limitation, the payment of the
principal of, or interest on, any  indebtedness  of Pledgor to BSI, as set forth
in the Note; or

                  (c)  the   occurrence  of  any  event  of  default  under  the
provisions of the Note, and any other instrument, document or agreement securing
the indebtedness evidenced by the Note.

         15. Heading.

         The headings of the Sections of this  Agreement  have been inserted for
convenience  of reference  only and shall in no way affect the  construction  or
interpretation of this Agreement.

         IN WITNESS  WHEREOF,  the parties  have  entered  into this  Collateral
Pledge Agreement as of the date first above written.

                                    PLEDGOR:

                                    /s/ Mary George
                                    --------------------------------
                                    Employee, Mary George

                                    BELL SPORTS, INC.



                                    By /s/ Linda Bounds
                                       -----------------------------
                                       Linda Bounds
                                       V.P. and Corporate Controller

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