The following form of restricted  stock award agreement was entered into between
Bell and each of the executive  officers  named below with respect to the number
of shares of common stock set opposite after each executive officer name.

Terry G. Lee             7,082

Howard A. Kosick         7,082

Mary J. George           7,082

Bernard A. Kotlier       3,541

William Hanneman         2,125

John L. Carenza          1,416
<PAGE>
                                BELL SPORTS CORP.
                        RESTRICTED STOCK AWARD AGREEMENT


                  Bell Sports Corp.,  a Delaware  corporation  (the  "Company"),
hereby  grants to  _________  (the  "Holder")  as of August 27, 1996 (the "Grant
Date"),  a  restricted  stock  award  (the  "Award")  of  _______  shares of the
Company's Common Stock, $.01 par value ("Common Stock"), upon and subject to the
restrictions, terms and conditions set forth below.

                  1. Award Subject to  Acceptance of Agreement.  The Award shall
be null and void unless the Holder shall (a) accept this  Agreement by executing
it in the space  provided  below and returning it to the Company and (b) execute
and return one or more  irrevocable  stock powers to facilitate  the transfer to
the  Company  (or its  assignee  or  nominee)  of all or a portion of the shares
subject to the Award, if shares are forfeited  pursuant to Paragraph 4 hereof or
if required under applicable laws or regulations.  As soon as practicable  after
the Holder  has  executed  this  Agreement  and such  stock  power or powers and
returned  the same to the Company,  the Company  shall cause to be issued in the
Holder's name a stock certificate or certificates  representing the total number
of shares of Common Stock subject to the Award.

                  2. Rights as a Stockholder. The Holder shall have the right to
vote the shares of Common  Stock  subject to the Award and to receive  dividends
and other  distributions  thereon unless and until, and only to the extent, such
shares are forfeited pursuant to Paragraph 4 hereof;  provided,  however, that a
dividend or other  distribution  with respect shares of Common Stock (including,
without limitation,  a stock dividend or stock split), other than a regular cash
dividend,  shall be delivered to the Company (and the Holder shall, if requested
by the Company,  execute and return one or more irrevocable stock powers related
thereto) and shall be subject to the same  restrictions  as the shares of Common
Stock with respect to which such dividend or other distribution was made.

                  3. Custody and Delivery of Certificates  Representing  Shares.
The Company shall hold the certificate or certificates  representing  the shares
of Common  Stock  subject to the Award  until such Award shall have  vested,  in
whole or in part,  pursuant to Paragraph 4 hereof, and the Company shall as soon
thereafter as  practicable,  subject to Section 6.2,  deliver the certificate or
certificates  for the vested shares to the Holder and destroy the stock power or
powers relating to the vested shares. If such stock power or powers also relates
to unvested  shares,  the  Company may  require,  as a  condition  precedent  to
delivery  of any  certificate  pursuant  to this  Section 3, the  execution  and
delivery to the Company of one or more stock  powers  relating to such  unvested
shares.

                  4.  Restriction  Period and Vesting.  (a) The Award shall vest
(i) with respect to one-third of the aggregate  number of shares of Common Stock
subject  to the Award on the first  anniversary  of the  Grant  Date,  (ii) with
respect  to one half of the  unvested  shares  then  subject to the Award on the
second  anniversary of the Grant Date, (iii) with respect to all of the unvested
shares then subject to the Award on the third  anniversary  of the Grant Date or
(iv) earlier pursuant to Sections 4(b) and 4(c) hereof.

         (b) If the Holder's  employment by the Company terminates by reason of:
(i)  retirement on or after age 62 and a minimum of 5 years of  employment  with
the Company, (ii) an Involuntary Termination of Employment,  (iii) disability or
(iv) death,  the Award shall become fully vested as of the effective date of the
Holder's termination of employment or the date of death, as the case may be.

         (c) The Award shall become fully vested upon a Change of Control of the
Company.

         (d) Except as set forth in Sections  4(b) and 4(c) hereof,  the portion
of the  Award  which is not  vested  as of the  effective  date of the  Holder's
termination  of employment  with the Company shall be forfeited by the Holder as
of the effective date of the Holder's termination of employment and such portion
shall be canceled by the Company.
<PAGE>
                  5.  Termination  of Award.  In the event that the Holder shall
forfeit all or a portion of the shares of Common Stock subject to the Award, the
Holder shall, upon the Company's request,  promptly return this Agreement to the
Company for full or partial cancellation,  as the case may be. Such cancellation
shall be effective regardless of whether the Holder returns this Agreement.

                  6.    Additional Terms and Conditions of Award.

                  6.1.  Nontransferability  of  Award.  During  the  Restriction
Period,  the shares of Common Stock subject to the Award and not then vested may
not be  transferred  by the Holder  other than by will,  the laws of descent and
distribution or pursuant to beneficiary  designation  procedures approved by the
Company. Except to the extent permitted by the foregoing, during the Restriction
Period,  the shares of Common Stock subject to the Award and not then vested may
not  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 or encumber, or otherwise dispose of such
shares, the Award shall immediately become null and void.

                  6.2.  Withholding  Taxes.  As a  condition  precedent  to  the
delivery to the Holder of any shares of Common Stock  subject to the Award,  the
Holder  shall,  upon request by the  Company,  pay to the Company such amount of
cash as the Company may be required,  under all applicable federal, state, local
or other  laws or  regulations,  to  withhold  and pay over as  income  or other
withholding  taxes (the "Required Tax Payments")  with respect to the Award.  If
the Holder shall fail to advance the Required Tax Payments  after request by the
Company,  the Company may, in its  discretion,  deduct any Required Tax Payments
from any amount then or thereafter payable by the Company to the Holder.

                  6.3.  Adjustment.  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 regular cash dividend,  the number and class of securities subject to the
Award shall be  appropriately  adjusted by the Company.  If any adjustment would
result in a fractional  security  being subject to the Award,  the Company shall
pay the  Holder in  connection  with the  vesting,  if any,  of such  fractional
security, an amount in cash determined by multiplying (i) such fraction (rounded
to the nearest hundredth) by (ii) the Fair Market Value on the vesting date. The
decision of the Company  regarding any such adjustment  shall be final,  binding
and conclusive.

                  6.4.  Compliance  with Applicable Law. The Award is subject to
the condition that if the listing,  registration or  qualification of the shares
subject  to the Award  upon any  securities  exchange  or under any law,  or the
consent or approval of any governmental  body, or the taking of any other action
is necessary or desirable as a condition of, or in connection  with, the vesting
or delivery of shares hereunder, the shares of Common Stock subject to the Award
may not be delivered,  in whole or in part,  unless such listing,  registration,
qualification, consent or approval shall have been effected or obtained, free of
any  conditions  not  acceptable  to the  Company.  The  Company  agrees  to use
reasonable  efforts  to  effect  or  obtain  any  such  listing,   registration,
qualification, consent or approval.

                  6.5. Delivery of Certificates.  Subject to Section 6.3 and the
vesting of the Award, in whole or in part, the Company shall deliver or cause to
be delivered one or more certificates  representing the number of vested shares.
The Company  shall pay all  original  issue or  transfer  taxes and all fees and
expenses incident to such delivery, except as otherwise provided in Section 6.2.
<PAGE>
                  6.6.  Award Confers No Rights to Continued  Employment.  In no
event shall the granting of the Award or its acceptance by the Holder give or be
deemed to give the Holder any right to  continued  employment  by the Company or
any affiliate of the Company.

                  6.7.  Decisions  of  Board.  The  Board  or a duly  authorized
committee  thereof shall have the right to resolve all questions which may arise
in connection with the Award. Any interpretation,  determination or other action
made or taken by the Board or such committee  regarding this Agreement  shall be
final, binding and conclusive.

                  7.    Miscellaneous Provisions.

                  7.1.  Meaning of Certain Terms.

         (a) As used  herein,  the term "vest"  shall mean no longer  subject to
forfeiture.

         (b) As used herein,  employment by the Company shall include employment
by a corporation  which is a "subsidiary  corporation"  of the Company,  as such
term is defined in section 424 of the Code.

         (c) As used herein, the term "Restriction Period" shall mean any period
during which any portion of the Common Stock  subject to the Award is subject to
forfeiture.

         (d) As used herein,  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 or a duly
authorized  committee thereof, by whatever means or method as the Board, or such
committee, in the good faith exercise of its discretion, shall at such time deem
appropriate.

         (e) As used herein,  the term "Change of Control of the Company"  shall
include  the   consummation  by  the  Company  of  a   reorganization,   merger,
consolidation,  dissolution or liquidation of the Company,  provided,  that such
term  shall not  include  any  reorganization,  merger or  consolidation  of the
Company where immediately after such reorganization,  merger or consolidation at
least  two-thirds  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.

         (f) As used herein,  the term  "Involuntary  Termination of Employment"
shall mean any termination of employment by the Company by reason of resignation
at the  request  of the  Company  or any other  involuntary  termination  of the
Holder's  employment  with the  Company  by action of the  Company  other than a
termination for cause.

         (g)  References  in this  Agreement  to  sections  of the Code shall be
deemed to refer to any successor  section of the Code or any successor  internal
revenue law.

                  7.2.  Successors.  This  Agreement  shall be binding  upon and
inure to the  benefit of any  successor  or  successors  of the  Company and any
person or persons who shall,  upon the death of the  Holder,  acquire any rights
hereunder in accordance with this Agreement.
<PAGE>
                  7.3. Notices.  All notices,  requests or other  communications
provided for in this  Agreement  shall be made,  if to the Company,  to 15170 N.
Hayden Rd., Suite 1, Scottsdale,  Arizona 85260, Attention: Corporate Secretary,
and if to the Holder, to _____________, __________________________. All notices,
requests or other communications provided for in this Agreement shall be made in
writing either (a) by personal  delivery to the party entitled  thereto,  (b) by
facsimile  with  confirmation  of receipt,  (c) by mailing in the United  States
mails to the last known address of the party entitled  thereto or (d) by express
courier service.  The notice,  request or other communication shall be deemed to
be received upon personal  delivery,  upon  confirmation of receipt of facsimile
transmission,  or upon receipt by the party entitled thereto if by United States
mail or express courier service; provided, however, that if a notice, request or
other  communication  is not received during regular business hours, it shall be
deemed to be received on the next succeeding business day of the Company.

                  7.4.  Governing  Law.  This  Agreement,   the  Award  and  all
determinations made and actions taken pursuant hereto and thereto, to the extent
not otherwise  governed by the laws of the United  States,  shall be governed by
the laws of the State of Delaware and construed in accordance  therewith without
giving effect to conflicts of laws principles.

                  7.5.  Counterparts.  This  Agreement  may be  executed  in two
counterparts  each of  which  shall  be  deemed  an  original  and both of which
together shall constitute one and the same instrument.


                                      Bell Sports Corp.



                                      By:________________________________
                                        Name:
                                        Title:



Accepted as of the 27th day of
August, 1996



_________________________________
Name