Giro Sport Design Inc.
380 Encinal Street, Santa Cruz, Ca. 95060
phone 408.457.4476 fax 408.457.4444

Date: December 7, 1995

Today there will be a public announcement that we have signed a definitive agreement with Bell Sports, Inc. whereby Bell will buy Giro. I wanted you to hear this directly from me first.

I am sure you are aware of the corporate consolidations increasingly prevalent in the cycling industry and, indeed, most industries. Over the past several months, Giro has had the good fortune of having recieved expressions of interest in combining forces from several different companies. After giving careful consideration to these several opportunities, we have concluded that combining with Bell offered the best opportunity to ensure Giro's prospects for growth and sucess in the future. There are significantsynergies between the two companies which will benefit both.

Please note that Giro's objective -- to be the dominant helmet brand in the specialty sport channel -- will not change.

Strange bedfellows, you're thinking? Not really. The combination is entirely consistant with Bell's corporate objective of leading the worldwide helmet market with a multi-brand, multi-channel strategy.

Let me assure you that Terry Lee, CEO of Bell Sports, in intent upon preserving and building upon those characteristics of Giro which have contributed to our success. It is his plan to have us operate as a seperate entity. I will report erectly to him. The product development, sales, marketing,and distribution of the Giro and Bell brands will be kept separate.

I am very optimistic about the prospects for Giro in this new alliance. If what is good for Giro is good also for you, then you should be pleased by this news.

Within the next few days we will be calling you to discuss this.


William C. Hannemann


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