MERCHANDISE SOURCING AGREEMENT


This Merchandise  Sourcing Agreement (this "Agreement") is made and entered into
as of the 18TH day of  FEBRUARY,  1999,  by and between  DS-MAX  U.S.A.  Inc., a
California  corporation   ("Company"),   and  Bell  Sports,  Inc.  a  California
corporation  ("BSI"),  Bell Sports  Canada  Inc., a Quebec,  Canada  corporation
("BSC") and Bell Sports  Australia Pty Ltd., an Australian  corporation  ("BSA")
(collectively "Bell").

WHEREAS  Bell is in the  business  of  obtaining  and  selling to third  parties
various types of bicycle helmets and other bicycle accessories;

AND WHEREAS the Company and its related  companies are in the business of, among
other things,  locating  independent  product and service  suppliers in Asia and
facilitating  product  acquisition from Asia and business operations in Asia for
merchandisers;

AND WHEREAS  Bell  desires to have the  Company  facilitate  Bell's  purchase of
bicycle helmets and bicycle accessories in Asia;

AND WHEREAS the Company desires to facilitate Bell's purchase of bicycle helmets
and bicycle accessories in Asia;

NOW THEREFORE in consideration of the mutual covenants and promises contained in
this Agreement, the parties hereto agree as follows:


                                    ARTICLE 1

                                   APPOINTMENT

1.1      Retention
         ---------

Bell hereby  retains the Company as Bell's sole and  exclusive  buying agent for
the  purchase,  in  accordance  with the terms  hereof,  of bicycle  helmets and
bicycle  accessories  manufactured in, and distributed from China,  Taiwan, Hong
Kong, Thailand,  Indonesia,  Pakistan, India, South Korea and Singapore ("Asia")
for  use  by  BSI,  BSC  and  BSA   (individually   "Product"  and  collectively
"Products").  The parties  acknowledge  that the  definition  of Products  shall
exclude,  and this Agreement shall not relate to, unless otherwise  agreed:  (i)
any bicycle helmet or bicycle accessory  manufactured  outside of Asia; (ii) any
bicycle  helmet  or  bicycle  accessory  manufactured  by  Bell  or  any  of its
affiliates;  (iii) any bicycle helmet or bicycle  accessory  acquired for use by
any division of Bell other than BSI, BSC or BSA,  unless  otherwise  agreed,  or
(iv) the purchase by Bell or its  affiliates  of product lines for which Bell or
its affiliates act as a distributor,  including,  without limitation, the Smith,
Fizyk, Rock Shox and Vittoria Tires product lines.
<PAGE>
                                       2
1.2      Acceptance
         ----------

The Company hereby agrees to be Bell's sole buying agent for Bell's purchase, in
accordance with the terms hereof, of Product.

                                   ARTICLE II

                            SERVICES AND COMPENSATION
                            -------------------------


2.1      Orders
         ------

Bell will place orders for Products with suppliers identified by the Company and
approved by Bell,  and the Company will serve as Bell's buying agent to purchase
such  Products.  Bell will send  purchase  orders to the Company and the Company
will forward Bell's purchase orders to the suppliers.

2.2      Advances
         --------

To permit Bell to pay its Asian  suppliers  in  accordance  with the  suppliers'
terms or the terms of Bell's purchase  order,  the Company may from time to time
advance on Bell's behalf and for Bell's  account only a revolving line of credit
with the Company  ("Loan  Advance").  Any Loan Advance  required to pay expenses
associated with Product,  including (without  limitation) payments to suppliers,
cost of samples,  courier  costs,  third  party  costs and all other  associated
expenses (hereinafter  collectively the "Purchase Price") shall be repaid within
45 days of Bell's  receipt of the  Products  for which the Loan Advance was made
without  regard to the date of the Loan Advance.  No interest will accrue on any
such Loan  Advance  providing  however  that in the event of any  default in the
timely  repayment of the Loan  Advance,  interest  shall accrue from the date of
default to the date of payment at the rate of 1.5% per month.  If Bell  defaults
in repayment of any Loan  Advance,  in addition to any other rights and remedies
available  to the  Company,  the  full  outstanding  aggregate  balance  of Loan
Advances may at the Company's sole and absolute  discretion  become  immediately
due and payable, without further demand by the Company and the Company may cease
rendering any or all services provided by it pursuant to this Agreement.

2.3      Compensation
         ------------

Bell shall pay the Company as  compensation  for its  services  pursuant to this
Agreement,  a fee equal to 6% of the Purchase Price net of any taxes (the "Fee")
within 45 days from  Bell's  receipt of the  Products on which the Fee is based.
For the  purposes  of this  Agreement  receipt  of the  Product by Bell shall be
deemed to have occurred  upon the date which is the later of the date  specified
for delivery of the Product as set out in Bell's  Purchase  Order or the Product
is available for shipment from the port of origin.  The Fee will not be included
in the Purchase  Price of the Products but will be separately  designated on the
invoice.
<PAGE>
                                       3
2.4      No Liability
         ------------

The Company shall not take title to or  possession  of any  Products,  shall not
have any  interest  in any  Products,  shall not have any  obligation  to accept
returns, and shall not bear the responsibility for the risk of loss of Product.



                                   ARTICLE III

                            COVENANTS OF THE COMPANY

3.1      Conduct of Business Generally
         -----------------------------

The Company agrees to conduct its business,  including,  without limitation,  to
use  its  personnel,   facilities,   goodwill,   know-how,   computer   systems,
communications  network and  financial  resources,  to (i)  identify  sources of
Product  and (ii)  ensure  that  requisitions  for  Product  placed by Bell with
sources  identified by the Company result in timely delivery to Bell of Products
of quality and price  acceptable to Bell.  Without  limiting the foregoing,  the
Company agrees that it will:

(a)  provide staff and internal  systems  sufficient to satisfy its  obligations
     hereunder  and to  permit  Bell  to  eliminate  personnel  involved  in the
     sourcing of Product;

(b)  assist in the  negotiation  of the most  favorable  pricing and other terms
     relating to the purchase of Product by Bell;

(c)  act as a liaison between Bell's design and marketing  personnel and sources
     of Product regarding design and engineering issues;

(d)  Provide adequate  facilities in Hong Kong to accommodate office show rooms,
     meeting space and the test facility referenced in Section 3.3; and

(e)  Provide  adequate  supervision of all persons  employed or engaged by it in
     connection with the satisfaction of its obligations hereunder.

3.2      Order Placement, Product Shipment, Rejected Product
         ---------------------------------------------------

The Company  will place  orders for Product on behalf of Bell only upon  written
instruction from Bell and only upon such terms and  specifications as Bell shall
designate.  The Company is not  authorized to place any such order with a source
other than the specific source approved by Bell for that order.
<PAGE>
                                       4

The Company  will,  at Bell's  direction,  (i)  coordinate  shipment of Product,
including consolidations, coordination and delivery thereof and (ii) prepare the
documentation related to Product shipments. The Company will, at Bell's request,
assist in expediting Product shipment.

The Company will, at Bell's  request,  return  Products  rejected by Bell or the
Company and, at Bell's request,  make  appropriate  claims against the source of
such  rejected  Product,  including,  without  limitation,  claims for refund or
credit.

3.3      Sampling, Test Facility and Quality Control
         -------------------------------------------

The  Company  will assist Bell in ensuring  that  Product  purchased  by Bell is
manufactured  in accordance  with Bell's  specifications.  Without  limiting the
foregoing,  the Company will without  discretion,  in conformity with standards,
specifications  and other  direction  supplied  from  time to time by Bell:  (i)
collect samples of Product and arrange for the shipment  thereof to locations in
the United  States,  the test facility  referenced  below,  or  otherwise,  (ii)
establish,  staff, maintain and operate a test facility to test Product samples,
(iii)  coordinate  certification  testing  with outside  labs,  and (iv) provide
quality  control of  in-plant  production  prior to  shipping.  Bell may, at its
expense,  inspect the test  facility  at any time and may observe the  Company's
in-plant production quality control processes,  in each case, in order to ensure
compliance with Bell's specifications.

3.4      Invoices and Document Control
         -----------------------------

The  Company  will obtain from  sources of Product  purchased  by the Company on
behalf  of Bell,  and will  deliver  to Bell,  copies of all  invoices  for such
purchases. The Company will provide document control including, purchase orders,
invoices,  shipping  documents,  and  process  control  records  relating to the
manufacture and testing of components and finished goods.

3.5      Compliance with Law
         -------------------

In connection with the satisfaction of its obligations under this Agreement, the
directors,  officers,  employees  or agents of the Company and their  respective
affiliates  will comply with all  applicable  law, and none of them (i) will use
any funds for unlawful  contributions,  gifts,  entertainment  or other unlawful
expenses  related  to  political  activity,  (ii) make any  direct  or  indirect
unlawful payments to government officials or others or establish or maintain any
unlawful or unrecorded funds, (iii) violate any of the provisions of The Foreign
Corrupt  Practices  Act  of  1977,  or  any  rules  or  regulations  promulgated
thereunder  or (iv)  receive  any  illegal  discounts  or rebates or violate any
antitrust laws.

3.6      Exclusivity
         -----------

While this  Agreement  is in effect,  the Company will not act as a buying agent
for any other  person  or entity of goods  that  would be  included  within  the
definition  of Product if  purchased  by Bell  hereunder  and will not  purchase
Product other than pursuant to this Agreement.
<PAGE>
                                       5

                                   ARTICLE IV

                                COVENANTS OF BELL
                                -----------------


4.1      Insurance
         ---------

Bell shall  maintain at its sole expense  throughout  the term of this Agreement
product  liability  insurance naming the Company as a named  additional  insured
party with an insurer and in an amount  reasonably  acceptable  to the  Company.
Bell  shall  deliver  to the  Company  within 10 days of the  execution  of this
Agreement  certificates  of insurance  evidencing the coverage  required by this
section.

4.2      Assistance
         ----------

BSI shall assist, at the Company's request,  in the  identification,  hiring and
training  of  personnel  by  the  Company  necessary  to  meet  its  obligations
hereunder, further, Bell shall provide all specifications, protocols, directions
and  instructions  to the  Company  as  contemplated  by  Section  3.3  of  this
Agreement.

4.3      Fees and Loans
         --------------

Bell shall pay Fees and repay Loan Advances as and when same are due.

4.4      Exclusivity
         -----------

While the Agreement is in effect,  Bell shall not purchase  Products  other than
pursuant to this Agreement.

                                    ARTICLE V

                                   TRADEMARKS

5.1      Trademarks
         ----------

Bell may not use the  trademarks or trade names of the Company or its affiliates
without prior written consent of the Company. The Company and its affiliates may
not use the  trademarks,  trade  names or design  patents  of Bell or any of its
affiliates without prior written consent of Bell. Nothing contained herein shall
limit in any respect Bell's use and application of its  trademarks,  trade names
or design patents.
<PAGE>
                                       6

                                   ARTICLE VI

                   TERM, TERMINATION AND EFFECT OF TERMINATION

6.1      Term
         ----

The Term of this  Agreement  shall  commence  from the date of execution of this
Agreement and unless terminated as hereinafter provided,  this Agreement and the
appointment of the Company hereunder shall continue in force indefinitely. There
will be a period  of  transition  during  which  Bell will  begin to  transition
purchases of Product to the Company.  Effective  April 1, 1999,  Bell will place
with the Company all purchase orders for Product.  The Company shall be entitled
to Fees on all Products shipped on or after (but not before) April 1, 1999.

6.2      Immediate Termination By Either Party
         -------------------------------------

Upon the occurrence of any of the following  events,  either party may terminate
this Agreement effective immediately upon written notice to the other:

         (a) The other  party  shall be or become  insolvent  as  defined in the
             Bankruptcy Code, or is not generally paying its debts as such debts
             become  due;  makes  any  general  assignment  for the  benefit  of
             creditors; or becomes involved in a receivership, reorganization or
             any other law for the relief of debtors.

         (b) The other  party  shall fail to perform  properly  in all  material
             respects its  obligations  hereunder  and such failure shall not be
             remedied  within  fifteen (15) days after receipt of written notice
             pursuant to Section 8.2.

6.3      Termination on Notice by Either Party
         -------------------------------------

Either Party may terminate  this Agreement at any time by giving the other party
at least ninety (90) days prior written  notice.  Loan Advances and Fees will be
due on all Product ordered during such ninety (90) day period.


                                   ARTICLE VII

             LIMITATION ON WARRANTIES AND RELIANCE; INDEMNIFICATION


7.1      Limitations on Warranties and Reliance
         --------------------------------------

Bell  hereby  acknowledges  that  the  Company's  expertise  is in  facilitating
business  operations in Asia and that the Company's expertise or knowledge about
any aspect of the  design,  engineering  or  manufacture  of bicycle  helmets or
bicycle accessories is limited to the training,  standards,  direction and other
information  provided  to the  Company  with  respect  to  Product  testing  and
compliance by Bell.  The Company shall be entitled to rely entirely upon Bell to
<PAGE>
                                       7

provide  appropriate   product   specifications  and  for  compliance  with  all
applicable legal requirements,  including (without  limitation) those related to
consumer  product  safety  and,  other  than  for acts of  gross  negligence  or
intentional  misconduct,  it shall incur no  liability  for or in respect of any
action  taken,  suffered or omitted by it in good faith and in  accordance  with
such  standards  and  direction.  The  Company  makes no  warranties  whatsoever
regarding  the  Products  and shall and does hereby  assign to Bell any warranty
with respect thereto to which the Company may be entitled. Bell expressly agrees
that any claim it may have arising out of or related in any manner whatsoever to
the  Products,  other  than  claims for  breaches  of this  Agreement,  shall be
asserted against the actual manufacturer and not against the Company. EXCEPT FOR
MATTERS  EXPRESSLY  COVERED BY THIS AGREEMENT THE COMPANY  DISCLAIMS ANY AND ALL
WARRANTIES,  EXPRESS OR IMPLIED (INCLUDING,  WITHOUT LIMITATION, ANY WARRANTY OF
FITNESS  FOR A  PARTICULAR  PURPOSE)  RELATED  IN ANY MANNER  WHATSOEVER  TO THE
PRODUCTS.

7.2      Indemnification by BSI
         ----------------------

BSI agrees to indemnify and hold harmless (in accordance  with the provisions of
and  subject to the  limitations  set forth in Section  7.4) the Company and its
affiliates  and their  directors,  officers,  employees,  agents,  attorneys and
consultants and their  successors and assigns (the "Company Group Members") from
and  against  any and all Losses and  Expenses  incurred  by the  Company  Group
Members in connection  with or arising from: (a) any breach,  or alleged breach,
by Bell  or  other  failure  of Bell to  perform  any of the  covenants  of Bell
contained in this Agreement;  and (b) any Third Party Product  Liability  Claim,
except to the extent such Third Party Product  Liability  Claim results from the
gross  negligence  or  intentional  misconduct  of any Company Group Member with
respect to the fulfillment of this Agreement.

7.3      Indemnification by the Company
         ------------------------------

The Company  agrees to  indemnify  and hold  harmless  (in  accordance  with the
provisions of and subject to the  limitations set forth in Section 7.4) Bell and
its affiliates and their directors,  officers,  employees, agents, attorneys and
consultants and their successors and assigns (the "Bell Group Members") from and
against any and all Losses and  Expenses  incurred by the Bell Group  Members in
connection with or arising from any breach, or alleged breach, by the Company or
other  failure of the  Company to perform  any of the  covenants  of the Company
contained in this Agreement,  excluding Product Liability Claims with respect to
which,  and only to the extent that BSI is  required to provide  indemnification
pursuant to Section 7.2(b).

7.4      Additional Limitations
         ----------------------

         (a) An   indemnifying   party   shall   have  no   obligation   to  pay
             indemnification for any Loss or Expense to the extent that recovery
             for such Loss or Expense is actually paid to the indemnified  party
             under any policy of  insurance.  To the extent that an  indemnified
             party is subsequently  paid by an insurance company for any Loss or
             Expense with respect to which  payment was  previously  received by
             the  indemnified  party  hereunder,  the  indemnified  party  shall
             promptly,  upon receipt of the  insurance  proceeds,  reimburse the
             indemnifying  party from the insurance  proceeds in an amount up to
             the  indemnifying  party's prior payment to the  indemnified  party
             with respect to such Loss or Expense.
<PAGE>
                                       8

         (b) In  calculating  any Loss or Expense  there shall be  deducted  the
             amount of any  income  tax  benefit  available  to any  indemnified
             person  (or any of its  affiliates)  with  respect  to such Loss or
             Expense  (after  giving  effect to the tax effect of receipt of the
             indemnification payments).

7.5      Notice of Claims
         ----------------

         (a) If the Company  believes  that it has suffered or incurred any Loss
             or  incurred  any Expense  for which the  Company  believes  BSI is
             required to provide  indemnification  pursuant to Section  7.2, the
             Company  shall so notify Bell promptly in writing  describing  such
             Loss or Expense,  the amount thereof,  if known,  and the method of
             computation   of  such  Loss  or  Expense,   all  with   reasonable
             particularity  and containing a reference to the provisions of this
             Agreement  in  respect  of which  such Loss or  Expense  shall have
             occurred.  If any action at law or suit in equity is  instituted by
             or against a third party with respect to which the Company  intends
             to claim any  liability  or expense  as Loss or Expense  under this
             Article VII, the Company  shall notify Bell  promptly in writing of
             such action or suit.

         (b) If Bell  believes  that it has  suffered  or  incurred  any Loss or
             incurred  any  Expense  for which  Bell  believes  the  Company  is
             required to provide  indemnification  pursuant to Section 7.3, Bell
             shall so notify the  Company  promptly in writing  describing  such
             Loss or Expense,  the amount thereof,  if known,  and the method of
             computation   of  such  Loss  or  Expense,   all  with   reasonable
             particularity  and containing a reference to the provisions of this
             Agreement  in  respect  of which  such Loss or  Expense  shall have
             occurred.  If any action at law or suit in equity is  instituted by
             or  against a third  party with  respect  to which Bell  intends to
             claim any  liability  or  expense  as Loss or  Expense  under  this
             Article VII,  Bell shall notify the Company  promptly in writing of
             such action or suit.

         (c) The amount to which an  indemnified  person shall be entitled under
             this Article VII shall be determined:  (i) by the written agreement
             between the indemnified person and the indemnifying  party; (ii) by
             final judgment or decree of a court of competent  jurisdiction;  or
             (iii) by any other  means to which the  indemnified  person and the
             indemnifying  party shall agree.  The judgment or decree of a court
             shall be deemed final when the time for appeal,  if any, shall have
             expired  and no appeal  shall have been  taken or when all  appeals
             taken have been finally  determined.  The indemnified  person shall
             have the burden of proof in establishing the amount of the Loss and
             Expense suffered by it.
<PAGE>
                                       9

         (d) Notwithstanding the foregoing,  the failure of any person hereto to
             give any notice described in this Section 7.5 shall not relieve any
             party  hereto of its  obligations  hereunder,  except to the extent
             such failure shall have prejudiced such party.

7.6      Third Party Claims
         ------------------

         (a) Subject  to  Section  7.6(b),  any  person  indemnified  under this
             Article  VII shall have the right to conduct and  control,  through
             counsel  of its  choosing,  any Third  Party  Claim and the  person
             indemnified  may  compromise or settle the same,  provided that the
             indemnified  person shall give the  indemnifying  party at least 10
             days' advance notice of any proposed compromise or settlement.  The
             indemnified   person  shall  permit  the   indemnifying   party  to
             participate in the defense of any Third Party Claim through counsel
             chosen by it,  provided  that the fees and expenses of such counsel
             shall  be borne  by the  indemnifying  party.  Subject  to  Section
             7.6(b),  any  compromise or settlement  with respect to a claim for
             money damages  effected after the  indemnifying  party by notice to
             the indemnified  person shall have  disapproved  such compromise or
             settlement  shall discharge the  indemnifying  party from liability
             with  respect  to the  subject  matter  thereof,  and no  amount in
             respect  thereof  shall be claimed  as Loss or  Expense  under this
             Article VII.

         (b) If the  remedy  sought in any  Third  Party  Claim is solely  money
             damages  and  will  have  no  continuing  effect  on the  business,
             reputation or future business prospects of any indemnified  person,
             the indemnifying party shall have 15 business days after receipt of
             the notice  referred to in the last  sentence of Section  7.6(a) to
             notify the indemnified person that it elects to conduct and control
             such  Third  Party  Claim.  If the  indemnifying  party  gives  the
             foregoing  notice,  the indemnifying  party shall have the right to
             undertake, conduct and control, through counsel of its own choosing
             and at the sole expense of the indemnifying  party, the conduct and
             settlement of such Third Party Claim,  and the  indemnified  person
             shall   cooperate  with  the   indemnifying   party  in  connection
             therewith;  provided  that (i) the  indemnifying  party  shall  not
             thereby  permit  to exist any lien,  encumbrance  or other  adverse
             charge  upon  any  asset  of  any  indemnified   person;  (ii)  the
             indemnifying   party  shall  permit  the   indemnified   person  to
             participate in such conduct or settlement through counsel chosen by
             the indemnified  person,  but the fees and expenses of such counsel
             shall be borne by the  indemnified  person  except as  provided  in
             clause(iii)  below;  and (iii) the  indemnifying  party shall agree
             promptly to reimburse to the extent required under this Article VII
             the indemnified person for the full amount of any Loss arising from
             or  relating  to such Third  Party  Claim and all  related  Expense
             incurred by the  indemnified  person,  except fees and  expenses of
             counsel for the indemnified person incurred after the assumption of
             the   conduct  and  control  of  such  Third  Party  Claim  by  the
             indemnifying party. So long as the indemnifying party is contesting
             any such Third Party Claim in good faith,  the  indemnified  person
             shall not pay or settle any such Third Party Claim. Notwithstanding
             the foregoing,  the indemnified  person shall have the right to pay
             or settle any such Third Party Claim,  provided  that in such event
             the indemnified  person shall waive any right to indemnity therefor
             by the  indemnifying  party, and no amount in respect thereof shall
             be claimed as Loss or Expense under this Article VII.
<PAGE>
                                       10

7.7      Certain Definitions
         -------------------

As used in this Article VII the following  terms have the meanings  specified or
referred  to in this  Section  7.7 and shall be equally  applicable  to both the
singular and plural forms.

"Expenses"  means any and all reasonable  expenses  incurred in connection  with
investigating,  defending or asserting  any claim,  action,  suit or  proceeding
incident  to  any  matter  indemnified  against  hereunder  (including,  without
limitation,  court filing fees, court costs,  arbitration fees or costs, witness
fees, and reasonable  fees and  disbursements  of legal counsel,  investigators,
consultants, expert witnesses, accountants and other professionals).

"Losses" means any and all losses, costs, obligations,  liabilities,  settlement
payments, awards, judgments, fines, penalties,  damages, expenses,  deficiencies
or other charges.

"Product Liability Claim" means a claim that a defective Product caused personal
injury.

"Third  Party  Claim"  means a third  party  claim,  action,  suit,  proceeding,
investigation  or other claim giving rise to a claim for  indemnification  under
this Agreement.

"Third  Party  Product  Liability  Claim"  means a Third  Party  Claim that is a
Product Liability Claim.

7.8      Covenant Not To Sue
         -------------------

Bell  agrees  that it will not pursue any Product  Liability  Claim  against any
Company  Group  Member  other  than with  respect to  Product  Liability  Claims
resulting from the gross negligence or intentional misconduct of a Company Group
Member.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

8.1      Independent Contractor
         ----------------------

The  relationship  between the Company and Bell is that of principal  (Bell) and
buying agent (Company). This Agreement does not and is not intended to create in
any manner or for any purpose whatsoever and nothing in it shall be construed to
create an  employer-employee,  partnership or joint venture  relationship or any
other relationship other than that of principal and Independent Contractor.  The
Company's  authority  as a  buying  agent  shall  be  limited  to the  authority
expressly granted by Bell in, or in accordance with, this Agreement.
<PAGE>
                                       11

The  Company  shall  be  solely  responsible  for  the  payment  of any  and all
compensation to any of its employees or agents performing services on its behalf
in  furtherance  of the  Company's  obligations  hereunder,  and  shall  also be
responsible for all federal, state, local and other taxes applicable to any such
payments to its employees and agents.  The Company  agrees to indemnify and hold
harmless Bell from any claim or liability  relating to the payment or nonpayment
of applicable taxes.

8.2      Notices
         -------

All notices,  requests, offers and other communications required or permitted to
be made under  this  Agreement  shall be in writing  and shall be deemed to have
been duly given when  received if  personally  delivered;  when  transmitted  if
transmitted  by telecopy,  electronic or digital  transmission  method;  the day
after sent, if sent for next day delivery to a domestic  address by a recognized
overnight delivery service (e.g. Federal Express);  and upon receipt, if sent by
certified or registered  mail,  return  receipt  requested.  In each case notice
shall be sent to:


To the Company or its affiliates at:       DS-MAX U.S.A. Inc.
                                           15 Chrysler Street
                                           Irvine, CA  92618
                                           Attention: Mr. Lawrence Tenebaum



                  With a copy to:          DS-MAX U.S.A. Inc.
                                           250 Granton Drive
                                           Richmond Hill, ON
                                           Canada  L4B 1H7
                                           Attention: Mr. Robert N. Feldman



To Bell:                                   Bell Sports, Inc.
                                           6350 San Ignacio Avenue
                                           San Jose, CA 95119
                                           Attention: Mr. Bill Bracy

Or at such other  address as either party most  recently may have  designated in
writing to the other party.
<PAGE>
                                       12

8.3      Assignment
         ----------

Neither this  Agreement  nor any of the rights or  obligations  hereunder may be
assigned by any party without the prior written consent of the other party.


8.4      Sole and Entire Agreement
         -------------------------


This Agreement  constitutes the sole and entire existing  agreement  between the
parties with respect to the subject matter hereof,  and completely and correctly
expresses  all  of  the  rights  and  obligations  of  the  parties.  All  prior
agreements,   conditions,   practices,   customs,  usages  and  obligations  are
completely  superseded  and  revoked,  insofar  as  any  such  prior  agreement,
condition,  practice,  custom,  usage or obligation might have given rise to any
enforceable right.


8.5      Waivers
         -------


The waiver in any  particular  instance  or series of  instances  of any term or
condition  of this  Agreement  or any  breach  hereof  by any  party  shall  not
constitute a waiver of such term or  condition  or of any breach  thereof in any
other instance.


8.6      Amendment
         ---------


This  Agreement is subject to amendment  only by  subsequent  written  agreement
between,  and executed by, the parties  hereto.  Commencement or continuation of
any custom,  practice or usage by any party shall not  constitute  an  amendment
hereof or otherwise give rise to enforceable rights or create obligations of any
party.


8.7      Separability
         ------------


If any one or more provisions, clauses, paragraphs,  subclauses or subparagraphs
contained in this Agreement shall for any reason be held to be invalid, illegal,
void or  unenforceable,  the same shall not affect any other provision,  clause,
paragraph, subclause or subparagraph of this Agreement, but this Agreement shall
be construed  as if such  invalid,  illegal,  void or  unenforceable  provision,
clause, paragraph, subclause or subparagraph had never been contained herein.
<PAGE>
                                       13

8.8      Duration of Rights
         ------------------


Rights  and  obligations  created  by or  arising  under  this  Agreement  shall
terminate automatically upon termination of this Agreement,  except as otherwise
expressly  provided  herein.  The agreements  contained in Section 4.1, 8.11 and
Article VII shall survive the termination of this agreement.


8.9      Captions; Definitions
         ---------------------


Any captions of articles, sections,  subsections or paragraphs of this Agreement
are  solely  for  the  convenience  of the  parties  and  are not a part of this
Agreement  or to be  used  for  the  interpretation  of  this  Agreement  or any
provision  hereof.  Capitalized  terms used herein without  definition  have the
meanings assigned them in the Agreement.


8.10     Applicable Law
         --------------


The parties hereto hereby  irrevocably  submit in any suit, action or proceeding
arising  out of or  related  to  this  Agreement  or  any  of  the  transactions
contemplated  hereby  or  thereby  to the  jurisdiction  and  venue of state and
federal  courts  located in Santa Clara County,  California and hereby waive any
and all objections to such jurisdiction that they may have under the laws of the
State of  California  or the  United  States and they  hereby  waive any and all
claims that such suit, action or proceeding is brought in an inconvenient  forum
that  they may have  under  the laws of the State of  California  or the  United
States.


8.11     Confidentiality
         ---------------


         (a) The parties  agree that the terms of this  Agreement are to be held
             confidential  and shall  not be  disclosed  to any other  person or
             entity, except as required by law or legal process, and except that
             either party may disclose the terms hereof to its legal  counsel or
             other advisors.


         (b) The  parties  recognize  that  the  sales  techniques,   operations
             manuals, memoranda, corporate documents, financial documents, trade
             information,  purchase schedules,  vendor schedules,  manufacturing
             sources, catalogues, price lists, customer lists, pricing structure
             and other  information  used by them in the purchasing,  promotion,
<PAGE>
                                       14

             distribution  or  sale  of  products  is  confidential  information
             (hereinafter   "Confidential   Information").   The  parties   also
             recognize that the Confidential  Information of each of the parties
             (1) was designed and  developed by such party at great  expense and
             over  lengthy  periods  of time;  (2) is secret,  confidential  and
             unique; (3) constitutes the exclusive property and/or trade secrets
             of such party, and (4) that any use of the Confidential Information
             by the other of them for any purpose other than in accordance  with
             this Agreement and in furtherance of obligations hereunder would be
             wrongful and would cause irreparable  injury to the aggrieved party
             for which damages are not an adequate remedy.


         (c) Except as its duties  hereunder  may require,  or as each party may
             otherwise  consent in  writing,  the  parties  will not at any time
             disclose or use,  either during the term or after the expiration or
             termination of this Agreement,  the Confidential Information of the
             other party.  The parties  agree that they will not use or disclose
             any confidential information obtained from a competitor.


         (d) Bell and the Company agree that in the event either party commits a
             breach or threatens to commit a breach of any of the  provisions of
             this Section  8.11 the other party (the  "Aggrieved  Party")  shall
             have the right and remedy to have the  provisions  of this  Section
             8.11  specifically  enforced by any court having  jurisdiction,  it
             being  acknowledged  and agreed that any such breach or  threatened
             breach will cause  immediate  irreparable  injury to the  Aggrieved
             Party and that money damages will not provide an adequate remedy at
             law for any such breach or threatened breach. Such right and remedy
             shall be in addition  to, and not in lieu of, any other  rights and
             remedies  available to the Aggrieved  Party under this Agreement or
             at law or in equity.


8.12     Counterparts
         ------------


This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original,  but all of which together  shall  constitute one and the
same instrument.


8.13     Covenant not to Compete and Confidentiality
         -------------------------------------------


During the term of this Agreement,  neither the Company nor any of its officers,
directors,  stockholders,  employees, agents, representatives or any affiliates,
if any thereof  will (1) engage in the same or similar  line of business as that
carried on by Bell; or (2) directly or indirectly,  serve, advise or be employed
<PAGE>
                                       15

by any individual firm or corporation or other business or entity engaged in the
same or similar line of business as that carried on by Bell;  or (3)  represent,
offer for sale or sell any bicycle accessories,  helmets, bicycle or other goods
that are similar to or competitive with the Products.


IN WITNESS  WHEREOF,  the parties  hereto have duly executed  this  Agreement or
caused this Agreement to be duly executed on their respective  behalf,  by their
respective officers thereunto duly authorized,  all as of the day and year first
above written.

SIGNED, SEALED AND DELIVERED        )    DS-MAX U.S.A. INC.
         In the presence of         )
                                    )    per:
                                    )    Lawrence Tenebaum
                                    )    Chief Executive Officer
                                    )
                                    )    BELL SPORTS, INC.
                                    )
                                    )    per:
                                    )    Bill Bracy
                                    )    Group President
                                    )
                                    )    BELL SPORTS CANADA, INC.
                                    )
                                    )    per:
                                    )    Josh Greenberg
                                    )    President
                                    )
                                    )    BELL SPORTS
                                    )             AUSTRALIA PTY LTD.
                                    )
                                    )
                                    )    per:
                                    )    Roger Dulhunty
                                    )    General Manager