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  Robert  Alan  McCaughen  (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 Section 4(a)
of the Severance Agreement is hereby amended to read in its entirety as follows:

                           "(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 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."
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                  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:________________________________
                                            Terry G. Lee
                                            Chairman of the Board and
                                            Chief Executive Officer





                                   BELL SPORTS, INC.


                                   By:________________________________
                                            Terry G. Lee
                                            Chairman of the Board and
                                            Chief Executive Officer



                                   EXECUTIVE:


                                   ___________________________________
                                   Robert Alan McCaughen
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