AMENDMENT TO SEVERANCE AGREEMENT

                  This  Amendment  dated as of  December  8,  1997 to  Severance
Agreement  dated as of January 3, 1995 (the  "Severance  Agreement")  is entered
into among Bell Sports  Corp.,  a Delaware  corporation  (the  "Company"),  Bell
Sports,  Inc., a California  corporation  and a  wholly-owned  subsidiary of the
Company  (the  "Subsidiary"),  and Terry G. Lee (the  "Executive").  Capitalized
terms not defined  herein  shall have the  respective  meanings set forth in the
Severance Agreement.


                  WHEREAS,  the  Company and the  Executive  desire to amend the
Severance Agreement as set forth herein.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual agreements  contained herein, the parties hereby agree that the Severance
Agreement shall be amended as set forth below.

                  1. Section 1(k) of the Severance  Agreement is hereby  amended
to read in its entirety as follows:

                       "(k) "Window Period" means the  30-day period  commencing
[90] days after the date of a Change in Control."

                  2.  Section  3(a)(2)  of the  Severance  Agreement  is  hereby
deleted in its entirety.

                  3. Section 4(a) of the Severance  Agreement is hereby  amended
to read in its entirety as follows:
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                           "(a)  Anything  in  this  Agreement  to the  contrary
                  notwithstanding,  in the event it shall be determined that any
                  payment  or  distribution  by the  Company  or its  affiliated
                  companies to or for the benefit of the Executive (whether paid
                  or payable or  distributed  or  distributable  pursuant to the
                  terms of this Agreement or otherwise,  but determined  without
                  regard to any  adjustment  required  under this Section 4) (in
                  the aggregate,  the "Total  Payments") would be subject to the
                  excise tax  imposed by Section  4999 of the Code (the  "Excise
                  Tax"), and if it is determined that (A) the amount  remaining,
                  after the Total Payments are reduced by an amount equal to all
                  applicable  federal and state taxes  (computed  at the highest
                  applicable  marginal rate),  including the Excise Tax, is less
                  than (B) the amount  remaining,  after taking into account all
                  applicable  federal and state taxes  (computed  at the highest
                  applicable marginal rate), after payment or distribution to or
                  for the benefit of the Executive of
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                  the maximum  amount that may be paid or  distributed to or for
                  the  benefit  of  the  Executive   without  resulting  in  the
                  imposition  of the Excise Tax, then the payments due hereunder
                  shall be  reduced  so that the Total  Payments  are One Dollar
                  ($1) less than such maximum amount."

                  IN WITNESS  WHEREOF,  the Company and the Subsidiary have each
caused this Agreement to be executed by a duly authorized officer of the Company
or the  Subsidiary,  as the case may be, and the  Executive  has  executed  this
Agreement as of the day and year first above written.


                                   BELL SPORTS CORP.


                                   By:________________________________
                                            Linda K. Bounds
                                            Senior Vice President and
                                            Chief Financial Officer

                                   BY: _____________________________
                                            Phillip D. Matthews, Chairman
                                            Compensation Committee

                                   BELL SPORTS, INC.


                                   By:________________________________
                                            Linda K. Bounds
                                            Senior Vice President and
                                            Chief Financial Officer

                                   EXECUTIVE:

                                   ___________________________________
                                   Terry G. Lee