Corporate Development & Administrative Services Agreement

EXHIBIT 10.4


CORPORATE DEVELOPMENT AND ADMINISTRATIVE SERVICES AGREEMENT


This Corporate Development and Administrative Services Agreement, dated as of August 17, 1998, is entered into among Brentwood Private Equity LLC, a Delaware limited liability company ("BPE"), Charlesbank Capital Partners, LLC, a Delaware limited liability company ("Charlesbank" and together with BPE, each an "Advisor" and together, the "Advisors"), Bell Sports, Inc., a California Corporation ("BSI") and Bell Sports Corp., a Delaware corporation (together with all of its subsidiaries, including BSI, the "Company"). For and in consideration of the covenants and agreements contained herein, the parties hereto hereby agree as follows:


1. Services and Resources.
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1.1 The Advisors will assist materially in the corporate development activities of the Company and contribute to the administration of the business growth efforts of Company by providing the following services to Company:


(a) assistance in analyzing, structuring and negotiating the terms of
investments and acquisitions;


(b) researching, identifying, contacting, meeting and negotiating
with prospective sources of debt and equity financing;


(c) preparing, coordinating and conducting presentations to
prospective sources of debt and equity financing;


(d) assistance in structuring and establishing the terms of debt and
equity financing; and


(e) assistance and advice in connection with the preparation of
Company's financial and operating plans.


1.2 In rendering the services described above, the Advisors may do, or cause others to do, all things that in the good faith judgment of the Advisors are necessary, proper or desirable to discharge the aforementioned duties and responsibilities, including, without limitation, employing the services of any other person or persons (including administrative and support services personnel of other entities associated with the Advisors) and paying to any such other person or persons such amounts as the Advisors may deem reasonable and appropriate in the circumstances and as may be approved by Company from time to time.


2. Reimbursement and Compensation.
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2.1 Reimbursement. As partial consideration for the services to be
------------- provided pursuant to Section 1 hereof, Company agrees that it shall pay to each of the Advisors or another party designated by any Advisor, in reimbursement of fees and expenses incurred or advanced by or on behalf of such Advisor or any persons or entities associated with such Advisor, the following:


(a) all travel and reasonable fees and expenses incurred from time to
time in performing the services described in Section 1 hereof;


(b) all reasonable fees and costs of legal counsel and accountants
and all reasonable out-of-pocket expenses incurred in connection with the
investments of any entities affiliated with either of the Advisors
(collectively, the "Affiliated Investors") in Company, including, without
limitation, all reasonable fees and expenses incurred with respect to (A)
the formation, organization and initial capitalization of the Company and
(B) the negotiation, documentation and consummation of those matters
described in clause (A) of this paragraph (b), including the negotiation
and preparation of this Agreement;


(c) all reasonable fees and expenses (recurring and nonrecurring)
incurred hereinafter in connection with all investments of the Affiliated
Investors in the Company, including, without limitation, all reasonable
fees and expenses incurred with respect to (A) requested waivers of any
rights of any of the Investors relating to, or the consent of any of the
Investors to, contemplated acts of Company (whether or not granted or
obtained), (B) preparation and distribution to the Affiliated Investors of
financial statements, tax returns and other information or reports relating
to such Affiliated Investors' interests in the Company (including the
reasonable fees and costs of accountants and other experts incurred in
connection therewith) and (C) customary maintenance and monitoring
activities associated with the Investo ...