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                                                                 Exhibit 10.15

                                [letterhead]

May 7, 1996


Charles Noreen

Dear Charlie;

RockShox Inc., is happy to offer you the regular full-time position of Chief 
Financial Officer. You will report directly to me and be part of the Senior 
Management Team, led by Bob Kaswen. Your anticipated date of hire will be 
June 3, 1996. The first 90 days of your employment will be an introductory 
period.

SALARY AND BONUS
Your salary will be $12,083.33 per month, ($145,000 per year), paid 
bi-weekly. As a member of RockShox key management team, you will participate 
in an annual bonus program which will provide for a bonus based on a 
combination of company performance and your performance against objectives. 
There is potential for this bonus to reach $36,250. You will receive this 
bonus on a pro-rata basis for the first fiscal year. In addition, a one time 
bonus of $25,000 will be earned on September 30, 1996, or upon your 
successfully contributing to the company's initial public offering, whichever 
date occurs first. It is our expectation that you will help us develop a 
performance bonus program (based upon corporate objectives set by the Board 
of Directors) for all the senior managers, including yourself, at 25% of 
salary.

EQUITY
In addition we will grant you options to purchase 833 shares of RockShox 
Holdings. Terms for vesting and the price of the options are subject to 
finalization of our program, filing with the State and other regulatory 
approvals. We will be happy to discuss vesting and the economic potential of 
the options with you. If there is a sale or merger of the entire Company, you 
will be entitled to immediate vesting of any options granted to date.

SEPARATION OF EMPLOYMENT
If during the first 36 months of your employment, you should be terminated, 
(1) due to a sale or merger of the entire Company, for any reason other than 
your voluntary separation or cause (2) or the Company moves out of the Bay 
Area, at the company's discretion, be entitled to 6 months notice during 
which time you will remain employed by the Company and be expected to work at 
the Company until you find other employment or be paid your monthly salary on 
a month by month basis until you are employed (not to exceed 6 months from 
notice date).

OTHER BENEFITS
You will be eligible to participate in RockShox benefit programs including 
personal time off (PTO), holidays, medical/dental insurance, long term 
disability insurance, life insurance, the 125 Flexible Benefits Plan and the 
401k Plan. In addition you will accrue vacation each pay period at a rate 
equal to 3 weeks per year, beginning with your first pay day.


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                                [letterhead]

Charles Noreen - Page 2

Medical/dental, life and long-term disability insurance and the 125 Flexible 
Benefits Plan are effective on the first of the month following your hire 
date. Participation in the 401k Plan can begin with the first enrollment 
period following 90 days of employment. You will become eligible for PTO and 
holiday pay after your introductory period. Vacation time will be available 
for use after you have completed 6 months of employment.

Upon acceptance of this position, you will receive an Employee Handbook and 
Hire Packet. Please complete all appropriate forms and bring them with you to 
the new hire orientation meeting which will be scheduled during your first 
week with RockShox.

For purposes of the Federal Immigration Law, you will be required to show 
proof of your identity and eligibility for employment in the United States. 
We will be asking for these documents at your orientation meeting.

If you have any questions regarding benefits, which documents are required or 
forms to be completed, please feel free to contact Elizabeth Borst in the 
Human Resource Department at (408) 232-7499.

I have also enclosed a RockShox Employee Confidentiality Agreement. This 
Agreement, along with this offer letter set forth the terms of your 
employment with the company and supersede any prior representations or 
agreements, whether written or oral. This letter may not be modified or 
amended except by written agreement, signed by the Company and by you.

This offer is valid until May 14, 1996.

To indicate your acceptance of this offer, please sign and date the 
Confidentiality Agreement and this letter and return them to me in the 
enclosed envelope. A duplicate offer letter is enclosed for your records.

We eagerly anticipate your joining our RockShox team.


Sincerely,


/s/ Stephen W. Simons
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Steve Simons
President



Accepted By: /s/ Charles E. Noreen          Expected Start Date  To be arranged
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