COLLATERAL PLEDGE AGREEMENT

     THIS COLLATERAL  PLEDGE  AGREEMENT  ("Agreement")  is made this 17th day of
April,  2000,  by and among Mary George,  a resident of the State of  California
("Pledgor") and BELL SPORTS, INC, a California corporation (BELL).

     1. Pledge

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

     Any and all options to purchase shares or equity  investment in BELL 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  equity  investment  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  BELL,  or
     otherwise,

as  collateral  security  for  the  payment  in  full  when  due of any  and all
obligations  and  indebtedness of Pledgor to BELL,  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 BELL all of the foregoing options to purchase
shares or equity investment free of any encumbrance subject only to the terms of
any plan or plans by or pursuant to which such options or investment were issued
or awarded.

     Pledgor  hereby agrees  promptly to pledge and deposit  hereunder with BELL
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 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 BELL
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 Chief Operating Officer of
BELL 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
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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
Obligations:

               (i) The  Chief  Operating  Officer  of BELL,  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 BELL shall so request in  writing,  the  Pledgor  agrees to
execute and deliver to BELL such other and  additional  powers,  authorizations,
proxies,  dividends and such other  documents as BELL may reasonably  request to
secure to BELL the rights,  powers and authorities intended to be conferred upon
BELL by this Subsection (b); and

               (ii) All dividends and other distribution on the Pledged Property
shall be deposited in a sinking fund to be established  for the benefit of BELL,
and,  if BELL shall so request in  writing,  the  Pledgor  agrees to execute and
deliver to BELL 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  BELL  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 Section 3 shall
be  begun,   BELL  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 an officer or agent or auctioneer
or attorney for, BELL, at BELL's place of business or elsewhere,  for cash, upon
credit or future  delivery,  and at such price or prices as BELL  shall,  in its
sole discretion,  determine,  and BELL 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 BELL  shall have the right to  deliver,  assign  and  transfer  to the
Purchase thereof the Pledged  Property so sold. Each purchaser  (including BELL)
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.  BELL 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 BELL  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.  BELL shall
not be  obligated  to make any sale  pursuant to any notice.  BELL 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 may 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 BELL until the selling price is
paid by the purchaser thereof, but BELL shall not incur any liability in case of
the 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 therefor,  under a
judgment or decree of a court or courts of competent jurisdiction.
<PAGE>
     The Chief  Operating  Officer  of BELL,  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
BELL,  ratify and confirm any sale or sales by executing and delivery to BELL or
to such  purchaser  or  purchasers  all  such  instruments  as may,  in the sole
judgement of BELL, 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 BELL, without any
marshaling of assets, in the following order:

          (a) first,  the payment of all of the costs and expenses of such sale,
including,  without limitation,  reasonable compensation to BELL and its agents,
attorneys  and  counsel,  and all other  reasonable  expenses,  liabilities  and
advances made or incurred by BELL 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, her 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. Chief Operating Officer of BELL Appointed Attorney-in-Fact; Indemnity.

     Upon an Event  of  Default,  the  Chief  Operating  Officer  of  BELL,  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 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 BELL to  exercise,  and no delay on the part of
BELL in  exercising,  any right,  power or remedy  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial  exercise by BELL 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.  BELL shall  forthwith  assign,
transfer and deliver to the Pledgor or her  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  warrantees  that,  when the  Pledged
Property is pledged hereunder:
<PAGE>
          (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  than 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 grated to BELL hereunder shall continue to exist
and may be exercised by BELL.

          (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 BELL 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 BELL.

     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 BELL,  and any  subsequent
holder of the Note or the Obligations.

     11. Additional Instruments and Assurance.

     The Pledgor hereby agrees, at her own expense, to execute and deliver, from
time to time, any and all further or other instruments, and to perform such acts
as BELL may  reasonable  request for purposes of this Agreement and to secure to
BELL,  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 BELL 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 her  address,  at 33822  Bridgehampton,  Dana
Point,  CA 92629,  or if to BELL at 6350 San Ignacio,  San Jose,  CA 95119 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 Untied  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.
<PAGE>
     13. Severability.

     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 BELL, 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 J. George
                                        ----------------------------------------
                                        Mary George


                                        BELL SPORTS, INC.


                                        /s/ Tikie Holewski
                                        ----------------------------------------
                                        Tikie Holewski
                                        Sr. Vice President