Execution Copy
                                                                  --------------
                AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT

     This Agreement  ("Agreement") is made as of the 17th day of February,  2000
     (the "Effective Date"), by and between Swiss Army Brands,  Inc., a Delaware
     corporation  with its  principal  place of business at One Research  Drive,
     P.O. Box 874, Shelton,  CT 06484  ("Licensor") and TRG Accessories,  LLC, a
     Missouri limited  liability company with its principal place of business at
     1328 Ashby Road, St. Louis, MO 63146 ("Licensee").

                                    RECITALS

          WHEREAS,  LICENSOR  is  the  owner  of  or  licensee  with  rights  to
     sublicense  the  trademarks  set forth on  Exhibit A attached  hereto  (the
     "Trademarks");

          WHEREAS,  LICENSEE desires the right, license and privilege to use the
     Trademarks  on  or  in  connection   with  the   manufacturing,   sale  and
     distribution of certain luggage products, more fully described in Exhibit B
     attached hereto (the "Products"); and

          WHEREAS, LICENSOR is willing to grant such rights to LICENSEE, subject
     to the terms and conditions hereinafter set forth.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
     promises hereinafter set forth, the parties hereto agree as follows:

     1. Grant of License
     -------------------
     (a) Subject to the terms and conditions of this Agreement,  LICENSOR grants
     to LICENSEE,  and LICENSEE accepts, the non-transferable  right,  licenses,
     and  sublicenses,  as the case may be, to use the  Trademarks in the United
     States of America,  Canada,  the  Caribbean  (except Cuba) and Bermuda (the
     "Territory")  solely on or in  connection  with the  manufacture,  sale and
     distribution  of the  Products  during the Term (as defined  below) of this
     Agreement. The license granted hereunder shall be exclusive except for: (i)
     LICENSOR'S right to distribute the Products and (ii) the license previously
     granted to Precise Imports Corporation ("Precise") to utilize the trademark
     "Swiss Army" on various items, which would include Products. LICENSOR shall
     not assign,  grant any licenses or  sublicenses,  nor renew any licenses or
     existing   licenses,   to  use  the  Trademarks  in  connection   with  the
     manufacture,  sale and distribution of the Products in the Territory during
     the Term of this Agreement without LICENSEE'S prior written approval.
<PAGE>

     (b)  LICENSEE  shall use the  Trademarks  only for the  purposes  set forth
     herein, and strictly in accordance with any guidelines to which the parties
     may agree in writing from time to time, including,  without limitation, the
     specifications  and requirements  further  described in Section 5 hereunder
     and listed in Exhibit C attached hereto.

     2. Term and Termination
     -----------------------
     (a) Subject to earlier termination as provided by this Agreement,  the term
     of the license  granted  hereunder shall commence on the Effective Date and
     shall remain in effect until  December 31, 2004 (the "Initial  Term").  The
     license shall  thereafter  automatically  renew for additional terms of two
     (2) years (each,  a "Renewal  Term"),  provided  the LICENSEE  makes timely
     license  payments as required by Section 3 below,  and is not  otherwise in
     default of any of the terms of this Agreement at the  commencement  of each
     Renewal Term. The Initial Term and any Renewal  Term(s) shall  collectively
     be referred to herein as the Term.

     (b) Either party may  terminate  this  Agreement in the event of a material
     breach by the other party,  where such material  breach remains uncured for
     thirty (30) days following the breaching  party's receipt of written notice
     of such breach from the non-breaching party, provided that such cure period
     shall not apply to  repetitions  of the same general type of violation  for
     which a previous notice was sent.

     (c) Either party may terminate  this  Agreement in the event that the other
     party hereto shall cease conducting  business in the normal course,  become
     insolvent,  is adjudicated bankrupt (voluntary or involuntary),  or make an
     assignment for the benefit of creditors.

     (d) Either party may terminate this  Agreement  after the expiration of the
     Initial  Term  without  cause upon one hundred and twenty  (120) days prior
     written notice to the other party.

     (e) In  the  event  that  LICENSOR'S  rights  to use  one  or  more  of the
     Trademarks  is "Reduced in a Project  Material  Manner" (as defined  below)
     either (i) as a direct result of a third-party action or claim resulting in
     a determination by a court of last resort that such Trademark or Trademarks
     infringe the  intellectual  property  rights of such third  party,  or as a
     result of  government  action,  or (ii) if,  following any claim by a third
     party or such governmental action, LICENSOR notifies LICENSEE that such use
     shall be Reduced in a Project Material Manner (which notice LICENSEE hereby
     agrees  to comply  with),  LICENSEE  may,  at its sole  discretion,  notify
     LICENSOR  in  writing  no later  than the last  business  day of the Annual
     Period during which LICENSOR'S  rights to use one or more of the Trademarks
     is  first  Reduced  in  a  Project  Material  Manner  (such  Annual  Period
     hereinafter  referred to as the "Affected Annual Period") that (x) LICENSEE
     desires to  terminate  this  Agreement,  in which event the minimum  annual
     license fee for the Affected  Annual  Period shall be reduced by a fraction
     equal to the number of days commencing on the day that LICENSOR'S rights to
     use one or more of the  Trademarks is first  Reduced in a Project  Material
     Manner and ending on the last day of such Affected  Annual Period,  divided
     by the total number of days in such  Affected  Annual  Period (such reduced
     amount hereinafter  referred to as the "Reduced License Fee"), or (y) there
     shall be a reduction  in the minimum  annual  license fee for the  Affected
     Annual Period such that LICENSOR shall only be obligated to pay the Reduced
     License Fee for the Affected  Annual Period,  in which event this Agreement
     shall not  terminate,  and  LICENSEE's  obligations to pay the full minimum
     annual license fee for all Annual Periods subsequent to the Affected Annual
     Period  shall  continue  in full force and  effect.
<PAGE>


     For purposes  hereof,  "Reduced in a Project  Material  Manner"  shall mean
     either (i) the  prohibition  of the use of such Trademark on all luggage or
     on all small leather goods,  or (ii) a prohibition  which,  on the basis of
     projections  submitted  by LICENSEE to LICENSOR  prior to the threat of any
     such claim or action,  may be reasonably  expected to result in a reduction
     in revenue of ten percent (10%) or greater of LICENSEE's  sales of Products
     hereunder  for the  ensuing  twelve  (12) month  period.  The term  "Annual
     Period" shall mean the period from the Effective  Date through the close of
     business on December 31, 2000 and each calendar year thereafter  during the
     Term.

     (f) Any  termination  of this  Agreement  shall not serve to eliminate  any
     liability  arising out of conduct prior to the actual date of  termination,
     and either party may,  following such termination,  pursue such remedies as
     may be available with respect to such liabilities.

     3. Licensee Fees and Other Payments
     -----------------------------------
     (a)  LICENSEE  shall pay  LICENSOR  a  license  fee equal to *1* of the net
     wholesale cost of all the Products manufactured or sold hereunder,  whether
     sold  directly by  LICENSEE,  by members of  LICENSOR'S  sales/distribution
     force or otherwise.

     (b) LICENSEE shall pay LICENSOR an additional  administrative  fee equal to
     *2* of the wholesale cost of the Products,  the sale of which occurred as a
     result  of the  sales  assistance  or  through  the use of sales  resources
     ("Integral Sales") of sales  representatives or members of LICENSOR'S sales
     force  or by  distributors  or  sales  persons  which  have  been  mutually
     designated  in  writing  by  LICENSOR  and  LICENSEE  (each  a  "Designated
     Representative").  LICENSEE may discharge any Designated Representative for
     failure to meet sales quotas set by any agreement between LICENSEE and such
     Designated  Representative,  provided that,  before  effectuating  any such
     discharge,  LICENSEE  shall give LICENSOR at least ten (10) business  days'
     written  notice  of  its  intent  to do so  and  shall  afford  LICENSOR  a
     reasonable  opportunity to discuss such proposed discharge with LICENSEE if
     permitted by law without liability.
<PAGE>

     (c)  LICENSEE  shall pay  directly  to the  Designated  Representatives  an
     additional commission reasonable and customary in the trade.

     (d) All amounts  payable  hereunder  by  LICENSEE,  other than  payments to
     Designated  Representatives pursuant to Section 3(c), shall be payable on a
     quarterly  basis  commencing  from the quarter ended September 30, 1999 and
     shall be paid to LICENSOR  within  forty-five  (45) days of the end of each
     quarter.  All  amounts  payable to payable  to  Designated  Representatives
     pursuant  to  Section  3(c)  shall  be paid to the  appropriate  Designated
     Representative  on a monthly  basis,  with payment due within  fifteen (15)
     days of the close of every month.

     (e) LICENSEE  hereby agrees (i) to pay a minimum annual licensee fee of *3*
     for each Annual  Period or part  thereof.  Any amount by which such minimum
     exceeds the license fees payable in  accordance  with Section 3(a) shall be
     paid to LICENSOR  within  forty-five  (45) days from the sooner to occur of
     the end of each Annual Period or the termination of this Agreement.

     (f) LICENSOR hereby agrees to expend at least *4* in marketing expenses per
     Annual Period in connection with the Products.

     (g) LICENSEE shall at all times during the Term of this Agreement keep full
     and complete books and records of the manufacture, sale and distribution of
     the Products in the Territory.  LICENSOR or its  authorized  representative
     shall have the right,  at  LICENSOR'S  expense,  to audit and inspect  such
     books and  records  of  LICENSEE  to  ascertain  LICENSEE'S  compliance  or
     non-compliance  with  its  obligations  under  this  Agreement,   provided,
     however,  that if any inspection reveals any underpayment in excess of five
     percent (5%) of the amount paid to LICENSOR,  LICENSEE  shall  promptly pay
     such  deficiency and reimburse  LICENSOR for the costs of such  inspection.
     Conversely,  LICENSOR shall reimburse LICENSEE for any overpayments made by
     LICENSEE to LICENSOR, discovered pursuant to such inspection, less the cost
     of  such  inspection.   LICENSOR  agrees  to  sign  a  confidentiality  and
     non-disclosure  agreement with respect to any  confidential  information of
     LICENSEE that may be revealed in the course of such inspection.

     4. LICENSOR'S Title; Protection of LICENSOR'S Rights
     ----------------------------------------------------
     (a) LICENSEE recognizes and acknowledges  LICENSOR'S  ownership,  title and
     exclusive  rights  or  LICENSOR'S  rights  to  sublicense  the  Trademarks.
     LICENSEE  agrees  that it will not  during  the Term of this  Agreement  or
     thereafter  make any claim or take any action  adverse to such title to and
     rights in the  Trademarks  and will not attack the  validity of the license
     granted hereunder  anywhere in the world.  LICENSEE further agrees that its
     every use of the Trademarks, and any goodwill relating thereto, shall inure
     solely to the benefit of LICENSOR.

<PAGE>

     (b) LICENSOR  warrants that it believes that it has the right,  as owner or
     licensee of the Trademarks,  to grant and, by this Agreement,  has granted,
     to  LICENSEE  the rights  recited  in Section 1 hereof and that  except for
     matters relating to K-Swiss,  S.A.W., Precise and Arrow Trading Company and
     its affiliates,  previously disclosed to LICENSEE, the Trademarks,  as used
     or usable on the Products in the Territory, are not the subject of any suit
     or claim,  including,  without  limitation,  a cancellation or invalidation
     action or opposition proceeding.

     (c) LICENSEE agrees both during and after the Term of this Agreement (i) to
     cooperate  fully  and in good  faith  with  LICENSOR  and to  execute  such
     documents as LICENSOR may request, relating to the Trademarks and any marks
     or trade names containing  similar words or which LICENSOR  believes may be
     confusingly  similar  thereto,  or "Derivative  Marks" thereof,  including,
     without limitation,  the registration of the Trademarks and any "Derivative
     Marks"  thereof  in  additional  categories,  and  (ii) not to  oppose  any
     application  by  LICENSOR  for  registration  of  the  Trademarks  and  any
     "Derivative Marks" thereof in additional categories.

     (d)  LICENSEE  shall  promptly  notify   LICENSOR,   in  writing,   of  any
     infringement  or  potential  infringement  of any  Trademarks  of  which it
     becomes aware. Without the express written permission of LICENSOR, LICENSEE
     shall  have no right to bring any  action or  proceeding  relating  to such
     infringement  or  potential  infringement  or which  involves,  directly or
     indirectly,  any issue the  litigation  of which may affect the interest of
     LICENSOR.  Nothing in this Agreement  shall  obligate  LICENSOR to take any
     action  relating  to an  infringement  or  potential  infringement  of  any
     Trademarks.

     5. LICENSEE Obligations
     -----------------------

     (a)  LICENSEE  shall  manufacture  the  Products  in  accordance  with  the
     specifications  and requirements set forth herein and in Exhibit C attached
     hereto, and any other guidelines as may be implemented or amended from time
     to  time  by  mutual  consent  of the  parties.  Without  prejudice  to the
     generality of the  foregoing,  LICENSEE  shall ensure that the Products (i)
     comply with all  requirements  under  applicable law, and that the Products
     labeled or otherwise  attributed to the words "Swiss Army" be "Swiss Made,"
     as further  described in Exhibit C attached  hereto.  The wages and working
     conditions  under which all  Products and  components  thereof are produced
     shall  conform in all  respects  to (i) the human  rights laws and (ii) the
     generally  accepted human rights rules or guidelines  specified by national
     or  generally  recognized  international  groups or other  non-governmental
     entities of (x) the country in which such  Products are  manufactured,  (y)
     the  country in which such  Products  are sold,  to the extent such laws or
     rules apply to goods  manufactured in other  countries,  and (z) the United
     States  of  America,  to the  extent  such  laws or  rules  apply  to goods
     manufactured in other countries. LICENSEE shall provide LICENSOR with proof
     of such compliance on an ongoing basis.

<PAGE>

     (b) LICENSEE  agrees that it will cause to appear on any label,  container,
     packaging,  product tags, or wrapping  material or other  materials used in
     connection  with the  Products  (the  "Disclosure  Materials"),  and on all
     packaging,  advertising,  promotional  and  display  material  bearing  the
     Trademarks,   any  trademark  notice  or  indication  of  trademark  status
     specified  by  LICENSOR,  as more  fully  described  in  Exhibit C attached
     hereto.  LICENSEE  further  agrees that all  Disclosure  Materials  used in
     connection  with the Products shall be in compliance  with  applicable laws
     and regulations.

     (c) (i)  LICENSEE  agrees to submit in  writing  to  LICENSOR  for  written
     approval,  any designs and specifications  for the Products,  which written
     approval or  rejection  shall be provided by LICENSOR  within  fifteen (15)
     business days (the "Approval Period") of LICENSOR'S receipt of such designs
     or   specifications,   failure  to  respond  within  the  Approval   Period
     constituting approval by LICENSOR. During any Approval Period, LICENSOR may
     reasonably request  additional  information from LICENSEE regarding certain
     designs or specifications,  which request shall suspend the Approval Period
     and  LICENSOR'S  obligations  thereunder.  The  receipt by LICENSOR of such
     additional  information shall mark the start of a new Approval Period. (ii)
     LICENSEE  agrees to  seriously  and in good faith  consider  any designs or
     specifications  for the Products  submitted  by  LICENSOR,  and to promptly
     respond  to  LICENSOR  regarding   LICENSEE'S   approval  or  rejection  of
     LICENSOR'S suggested designs or specifications.

     (d) LICENSEE  acknowledges  that the  Trademarks are known to represent and
     are associated with high quality  products.  LICENSEE shall manufacture and
     market the Products only in such manner as to maintain and promote the high
     quality image associated with the Trademarks.

     (e) LICENSEE  agrees that it shall not,  during the Term of this Agreement,
     except in accordance with the terms hereof, nor at any time thereafter, (i)
     market, sell or distribute any products confusingly similar to the Products
     in  appearance  and  design;  (ii)  manufacture  any  other  products  with
     substantially  the same design or  combination of features as the Products;
     (iii) use the Trademarks or the word "Swiss" accompanied by a word or words
     with a military or outdoor  connotation in connection with the advertising,
     sale or distribution of any items, nor utilize, in connection with the sale
     or offering  for sale of any item a logo or device  resembling  the Logo or
     consisting of a cross or other devise in a red field.  This paragraph shall
     not prevent LICENSEE from  distributing or marketing  products that possess
     similarities  to the Products  with respect to certain  generic  functional
     properties,  but that are otherwise not confusingly similar to the Products
     in  appearance  and design and do not  otherwise  violate the terms  hereof
     relating to the use of the Trademarks  and to compliance  with human rights
     laws, rules and guidelines.
<PAGE>

     (f) Prior to any first sale or shipment of any new category,  type or style
     of Product or any item of packaging,  labeling or advertising to be used in
     connection  with the sale or offering for sale of Products,  LICENSEE shall
     furnish  to  LICENSOR,  for its  inspection  and  approval,  representative
     samples of each such Product or item of packaging, labeling or advertising.
     LICENSOR shall indicate in writing to LICENSEE its approval or rejection of
     such  samples  within the  Approval  Period.  In the event of a  rejection,
     LICENSOR shall indicate to LICENSEE in reasonable  detail the basis of such
     rejection  and  any  changes  required  by  LICENSOR  to make  the  samples
     acceptable,  whereupon  LICENSEE shall be required to re-submit the samples
     in  question  for review and  approval  by  LICENSOR  as  provided  in this
     paragraph  5(f).  LICENSOR'S  failure to respond within the Approval Period
     shall  constitute  approval.  LICENSOR'S  approval of a sample of a Product
     shall be deemed  approval  for all  Products  of the same type or  category
     which are  subsequently  manufactured  and sold,  provided  that  these are
     consistent in every material respect with the approved sample.  Products or
     other items which vary in any material  respect from an approved  sample of
     such Products shall not be deemed approved by LICENSOR hereunder.  LICENSEE
     further agrees that,  upon  reasonable  notice,  LICENSOR or its authorized
     representative shall have the right to access LICENSEE'S  manufacturing and
     other  facilities  used in the  manufacture,  sale or  distribution  of the
     Products  for the  purpose of  assuring  the  quality of the  Products  and
     LICENSEE'S compliance with its obligations set forth herein.

     (g) LICENSEE  acknowledges  that the Trademarks and the goodwill  attaching
     thereto are associated  with both the highest  quality  Products and retail
     sales operations and channels of trade.  LICENSEE  accordingly  agrees that
     LICENSEE  will sell  Products  only to those  channels  of trade and retail
     outlets approved by LICENSOR and set forth on Exhibit D attached hereto, as
     amended  from  time to time by mutual  consent  of the  parties  ("Approved
     Customers").  LICENSEE  acknowledges  that  violation  of this Section 5(g)
     shall constitute a material breach hereunder.

     6. Effect of Termination
     ------------------------

     (a) Thirty days after the  termination or expiration of this  Agreement,  a
     statement  showing  the number and  description  of  Products on hand or in
     process shall be furnished by LICENSEE to LICENSOR.

     (b) All Products and  components  thereof in existence  which have not been
     sold or  placed  in  distribution  at the time of any  termination  of this
     Agreement  (the  "Unsold   Products")  may  be  purchased  by  LICENSOR  at
     LICENSEE'S cost.  Notwithstanding the foregoing,  and subject to LICENSOR'S
     discretion,   after  termination  or  expiration  of  the  license  granted
     hereunder,  LICENSEE,  except as otherwise provided in this Agreement, may,
     within  the  Territory,  dispose  of the  Products  which are on hand or in
     process to Approved  Customers for a period of 180 days after the effective
     date of termination or expiration,  provided that such Unsold Products must
     meet the other  requirements  of this Agreement and LICENSEE shall continue
     to comply with all of its obligations under this Agreement.
<PAGE>

     (c) In the  event  of  termination  (i) by  LICENSOR  through  no  fault of
     LICENSEE or (ii) by  LICENSEE  pursuant to Section  2(e)  herein,  LICENSOR
     shall  purchase  such of the  Unsold  Products  as are of first  quality at
     LICENSEE'S cost, provided that LICENSEE shall have made a good faith effort
     to dispose of such Unsold  Products for a period of 365 days after the date
     of termination,  provided, further, however, that LICENSOR'S obligations to
     repurchase  Unsold Products shall not exceed one hundred  thousand  dollars
     ($100,000).

     (d)  Upon  termination  or  expiration  of this  Agreement,  LICENSEE  will
     immediately  refrain  from  further  use of the  Trademarks  in any respect
     whatsoever,  except as  expressly  provided  in this  Section  6.  LICENSEE
     acknowledges  that the failure of LICENSEE  (except as  otherwise  provided
     herein) to cease the  manufacture,  sale or distribution of the Products or
     the  use of the  Trademarks  at  the  termination  or  expiration  of  this
     Agreement will result in immediate and irremediable  damage to LICENSOR and
     to the rights of any subsequent licensee.  LICENSEE acknowledges and admits
     that there is no adequate remedy at law for such failure and agrees that in
     the event of such failure LICENSOR shall be entitled to equitable relief by
     way of temporary and permanent injunctions and such other further relief as
     any court with jurisdiction may deem just and proper.

     (e) In the event of any  termination of this  Agreement,  the parties shall
     continue to be bound after such termination by Sections 6, 8, 9, 10, 11 and
     all other  provisions  which are  intended to survive such  termination  or
     expiration.

     7. Assignment
     -------------

     This Agreement and all rights and duties hereunder are personal to LICENSEE
     and shall not,  without  the  written  consent of  LICENSOR,  be  assigned,
     transferred,  mortgaged, sublicensed or otherwise encumbered by LICENSEE or
     by operation of law  (including,  without  limitation,  any  assignment  or
     transfer as a result of a merger,  consolidation,  change of voting control
     or ownership,  or sale of all or substantially  all of LICENSEE'S  assets).
     Notwithstanding the foregoing,  in the event that LICENSEE restructures its
     corporate  form  pursuant  to  (a)  private  equity  financings,  or  (b) a
     contemplated  initial public  offering,  LICENSEE may assign its rights and
     obligations  hereunder to a successor or affiliated  entity,  provided that
     such  successor  or  affiliated  entity  is  under  the  same  control  and
     majority-ownership  as is in effect for LICENSEE as of the  Effective  Date
     hereof (and  further  provided  that such  assignment  is  conditional  and
     revocable  and  shall be valid  only for so long as this same  control  and
     majority-ownership of LICENSEE, and of any permitted successor or affiliate
     hereunder,  continues to be in effect).  Any purported  assignment or other
     transfer in violation of this paragraph shall be null and void.
<PAGE>

     8. Indemnification
     ------------------

     (a) Each party agrees to defend, indemnify and hold harmless the other from
     and against any cost and expenses,  losses, or liabilities (including court
     costs  and  attorney  fees),  arising  out of any  material  breach  of its
     obligations, warranties or representations hereunder.

     (b) LICENSEE further agrees to defend, indemnify and hold harmless LICENSOR
     from and against any cost and expenses,  losses, or liabilities (including,
     without  limitation,  court  costs and  attorney  fees)  arising out of any
     product  liability  and other claims or suits  asserted or brought  against
     LICENSOR  based  (other than  matters for which  LICENSOR is  obligated  to
     indemnify   LICENSEE  pursuant  to  Section  8(c))  upon  the  manufacture,
     advertising,  promotion,  sale or  distribution by LICENSEE of the Products
     including,  without limitation,  any alleged defect in the Products sold or
     distributed  in connection  with the  Trademarks.  LICENSEE shall defend or
     settle  any such claim at no expense to  LICENSOR  by counsel  selected  by
     LICENSEE and reasonably acceptable to LICENSOR, provided, however, LICENSOR
     may  appoint  additional  counsel  at its  sole  discretion  and at its own
     expense to assist with such defense.  LICENSOR agrees to assist LICENSEE to
     the extent reasonably necessary in the defense of any such suit.

     (c) LICENSOR further agrees to defend, indemnify and hold harmless LICENSEE
     from and against any cost and expenses,  losses or liabilities  (including,
     without  limitation,  court costs and  attorneys'  fees) arising out of any
     suit or claim for infringement or other violation of intellectual  property
     rights  arising out of  LICENSEE's  use of the  Trademarks as authorized by
     this  Agreement,  provided,  however,  that in the event of any such  suit,
     claim or  proceeding,  LICENSOR shall notify  LICENSEE  pursuant to Section
     2(e) that its use of the Trademarks  shall be modified or terminated,  such
     indemnification not to apply to damage accruing from sales or other actions
     taken in violation of such  notification.  Such defense shall be undertaken
     by counsel selected by LICENSOR and reasonably  acceptable to LICENSEE.  At
     LICENSOR's  expense,  LICENSEE  agrees to  assist  LICENSOR  to the  extent
     reasonably  necessary in the defense of any such suit. Each party agrees to
     notify the other  within 30 days of  receiving  a written  notification  or
     claim from a third party challenging LICENSEE's right to use the Trademarks
     on the Products.

     (d) The  foregoing  indemnities  are in addition to any other  rights under
     this  Agreement,  but shall be expressly  contingent  on the party  seeking
     indemnity (1) promptly  notifying the indemnifying  party in writing of any
     such  claim,  demand,   action  or  liability,   to  the  extent  that  the
     indemnifying  party is prejudiced by any delay,  (2)  cooperating  with the
     indemnifying party in the defense or settlement  thereof,  and (3) allowing
     the indemnifying party to control the defense of settlement of the case.
<PAGE>

     9. Warranties and Compliance with Laws
     --------------------------------------

     (a) Subject to Section 9(c), each party represents and warrants that (i) it
     has the  right  and  authority  to  enter  into  this  Agreement;  (ii) its
     performance  of its  obligations  under this  Agreement will not breach the
     terms of any agreement with any third party;  (iii) its  performance of its
     obligations  under this Agreement  will at all times be in accordance  with
     applicable laws and regulations of government bodies or agencies,  and (iv)
     such performance will be professional and diligent.

     (b) Except as set forth  herein,  the  parties  hereby  disclaim  all other
     warranties,  whether express or implied, including, without limitation, any
     warranties  with  respect  to  merchantability,  fitness  for a  particular
     purpose, or non-infringement of third party rights.

     10. Limitation of Liability
     ---------------------------

     Neither party shall be liable to the other party for loss of profits or for
     incidental, special, exemplary or consequential damages of any kind, or for
     any  claims or demands  brought  against a party to this  Agreement  by any
     other party,  whether or not a party to this Agreement has been  previously
     advised of the  possibility of such claims or demands,  provided,  however,
     that nothing shall preclude  licensor's  recovery from licensee of enhanced
     damages  based on federal  trademark  laws.  In no event  shall  LICENSOR'S
     liability  to  LICENSEE  under this  Agreement  exceed the total  amount of
     license fees paid to date by LICENSEE.

     11. Confidentiality/Proprietary Information
     -------------------------------------------

     (a)  All  patents,  technology,  ideas,  designs,  processes,   inventions,
     improvements,  know-how and other information,  including,  but not limited
     to, the  specifications  and  requirements  for the  Products  (hereinafter
     referred to as  "Proprietary  Information")  disclosed or made available to
     LICENSEE by  LICENSOR  shall  remain the  exclusive  property of  LICENSOR.
     LICENSEE shall not use any such  Proprietary  Information in any manner not
     directly  related  to its  performance  hereunder  and  shall  use its best
     efforts to prevent the unauthorized  disclosure of Proprietary  Information
     by any of its  directors,  officers,  shareholders,  employees  or  agents.
     LICENSEE hereby acknowledges that such Proprietary  Information constitutes
     LICENSOR'S  trade  secrets and patents,  and is of great value to LICENSOR.
     LICENSEE  shall at all times hold such  Proprietary  Information  in strict
     confidence,  and shall not  disclose or  otherwise  make  available  to any
     person  other  than to the  directors,  officers,  agents or  employees  of
     LICENSEE who need access thereto in order to enable LICENSEE to fulfill its
     obligations   hereunder.   Distinctive   features,   including  manners  of
     appearance,  utility and manufacture ("Designs") incorporated in any of the
     Products,  whether developed by LICENSOR,  LICENSEE or otherwise,  shall be
     and remain the exclusive  property of LICENSOR and shall not be utilized by
     LICENSEE,  whether  during  the  Term  hereof  or  thereafter  (except  for
     "Patented  Designs," as defined  below,  which are not subject to a "Patent
     License" as defined  below) for any purpose other than to  manufacture  the
     Products hereunder.
<PAGE>

     (b) Prior to, or within  fifteen  (15)  business  days after the end of the
     Term, LICENSEE shall deliver to LICENSOR a list and description,  including
     the claims, of all utility patent applications and utility patents filed on
     behalf of,  invented  on behalf of, or assigned  to  LICENSEE,  and used on
     Products sold hereunder (collectively the "Patented Designs") together with
     related  information  that LICENSOR may  reasonably  request.  Such related
     information shall include, without limitation,  the types of Products, e.g.
     backpacks, briefcases, etc. on which each such Patented Design is used (the
     "Designated  Products").  All  Patented  Designs  shall  be  the  exclusive
     property of LICENSEE,  subject to the  limitation  that, if within  fifteen
     (15) days of  receipt  of such  information,  LICENSOR  so  requests,  in a
     written notice to LICENSEE,  LICENSOR shall receive from LICENSEE,  with no
     further documentation, an exclusive patent license (a "Patent License") for
     all Patented  Designs used on each  Designated  Product that LICENSOR shall
     enumerate  (the  "Selected  Product(s)")  under  the  following  terms  and
     conditions:
          * Term:  For each  Selected  Product,  the life of the last to expire,
          applicable, Patented Design.
          * Single royalty rate for each Selected  Product,  irrespective of the
          number of Patented Designs applicable to the Selected Product.
          * Royalty on LICENSOR'S Net Sales of Selected Products:
                                Year 1: *5*
                                Year 2: *6*
          *   Exclusivity:   LICENSEE   shall  grant   LICENSOR  an   exclusive,
          irrevocable,  worldwide  license  under the Patented  Designs to make,
          have  made,  use,  sell,  offer for sale and  import  into the  United
          States,  Selected  Products,  except that where a Patented Design has,
          during  the Term  hereof,  been  used by  LICENSEE  on  products  sold
          hereunder and also in commercial  quantities on other products and the
          non-exclusive  nature  of such  use has  been  specified  in the  list
          referred to above, such license shall be non-exclusive. LICENSEE shall
          maintain  and  enforce  the  Patented  Designs  so as to  assure  such
          exclusivity  and if it does not do so,  LICENSOR'S  obligation  to pay
          royalties  with  respect  to all  Selected  Product(s)  covered by any
          expired or unenforced Patented Design(s) shall terminate.

     (c) ) Neither  party hereto shall make,  and the parties  shall cause their
     respective representatives,  officers, directors,  employees and affiliates
     (collectively,  "Representatives")  not to make, any  disclosure  regarding
     this Agreement,  and neither party will relate any  information  concerning
     the other party, to any individual or  organization,  unless required to do
     so by applicable  laws (in which event the  disclosing  party shall provide
     the  other  party  with  reasonable  prior  notice of the  contents  of the
     disclosure).
<PAGE>

     12. Notices
     -----------
     All notices,  approvals and  communications  to be given hereunder shall be
     given or made by registered or certified  first class air mail, by telex or
     by hand  delivery at the  respective  addresses of the parties as set forth
     below,  unless  notification of a change is given in writing,  and the date
     that such notice,  approval or statement is given shall be deemed to be the
     date upon which the  receipt  was signed  with  respect  to  registered  or
     certified mail and twenty-four (24) hours after  transmission  with respect
     to a telex or  telecopier  and at the time of delivery with respect to hand
     delivery. The addresses of the parties are as follows:

     LICENSOR:

     Swiss Army Brands, Inc.
     One Research Drive
     PO Box 874
     Shelton CT 06484
     Fax: (203) 925-1092
     ATTENTION: President

     LICENSEE:

     TRG Accessories LLC
     1328 Ashby Road
     St Louis, MO 63146
     Fax: (314) 692-2133
     ATTENTION: President

     13. Governing Law; Arbitration
     ------------------------------
     This Agreement and performance hereunder shall be governed by and construed
     in accordance with the laws of the State of New York, without regard to the
     choice of law provisions  thereof.  Exclusive  jurisdiction of all disputes
     arising out of or in  connection  with this  Agreement  shall reside in the
     federal or state courts  located in the State of New York.  With respect to
     any and all  disputes  arising  under or  relating to this  Agreement,  the
     parties  agree to meet in a good faith effort to resolve such  dispute.  In
     the event that such a meeting  fails to resolve  the  dispute,  the dispute
     shall be submitted to a single  arbitrator  under the rules of the American
     Arbitration  Association's Commercial Arbitration Rules and Procedures,  as
     amended by the terms of this Agreement. The arbitration shall take place in
     New York,  New York,  and shall be conducted in strictest  confidence.  The
     arbitrator's  decision  shall be based on the  substantive  law of New York
     (exclusive of its choice of law principles) or applicable  federal law. The
     arbitrator's  decision  shall  follow  the plain  meaning  of the  relevant
     documents and shall be final and binding.  The arbitrator's  power to award
     damages  shall be limited by the terms of this  Agreement.  Notwithstanding
     anything to the contrary herein, LICENSOR shall have the right to apply for
     equitable  relief in any court of proper  jurisdiction  with  regard to any
     actual or  threatened  infringement,  dilution,  or other  violation of the
     Trademarks and the good will associated therewith.
<PAGE>

     14. Independent Contractor
     --------------------------
     LICENSEE is an independent  contractor  under this  Agreement,  and nothing
     herein  shall be  construed  to create an agency  relationship  between the
     parties  hereto.  LICENSEE  agrees  that it shall not act in any  manner in
     connection  with its  duties  hereunder  that  would  represent  an  agency
     relationship with LICENSOR.

     15. Headings
     ------------
     The section and  paragraph  headings  contained in this  Agreement  are for
     reference  purposes  only and shall not  affect in any way the  meaning  or
     interpretation of this Agreement.

     16. Invalidity
     --------------
     If  any  provision  of  this   Agreement   shall  be  invalid  and  legally
     unenforceable,  the same shall not  affect in any  respect  whatsoever  the
     validity and enforceability of the remainder of this Agreement.

     17. Waiver
     ----------
     The failure of either  party to  enforce,  at any time or for any period of
     time, any provision of this Agreement shall not be construed to be a waiver
     of such provision or of the right of such party  thereafter to enforce such
     provision.

     18. Amendment; Entire Agreement; No Third Party Beneficiaries
     -------------------------------------------------------------
     This Agreement may not be amended,  modified or supplemented in any respect
     except  in  writing,  which  must  be  signed  by the  party  against  whom
     enforcement of any such  amendment,  modification  or supplement is sought.
     This Agreement,  including all Exhibits,  constitutes the entire  agreement
     between the  parties  hereto with  respect to the  subject  matter  hereof,
     replaces and supersedes all prior agreements and understandings between the
     parties hereto, and both parties acknowledge that no other  representations
     or inducements have been relied upon.

     19. No Third-Party Beneficiaries
     --------------------------------
     This Agreement shall be for the sole and exclusive  benefit of LICENSOR and
     LICENSEE  and nothing in this  Agreement  shall be construed to give to any
     person other than  LICENSOR  and  LICENSEE  any legal or  equitable  right,
     remedy or claim under this Agreement.
<PAGE>

     20. Force Majeure
     -----------------
     Neither  party  shall  be  responsible  for  any  failure  to  perform  its
     obligations  hereunder due to unforeseen  circumstances or to causes beyond
     its  control,  including,  but not  limited  to,  Acts of God,  war,  riot,
     embargoes, acts of civil or military authorities, fires, floods, accidents,
     earthquakes,   strikes   or   shortages   of   components   and   supplies,
     transportation, fuel, energy, labor or materials.















<PAGE>

     IN WITNESS  WHEREOF,  the parties  have caused this  instrument  to be duly
     executed as of the day and year first above written.

    SWISS ARMY BRANDS, INC.                          TRG ACCESSORIES, LLC


 By:/s/ J. Merrick Taggart                             By:/s/ Todd Siwak
    ----------------------                                --------------
 Title:President and Chief Executive Officer           Title:President


















<PAGE>


                                   EXHIBIT A

                                   TRADEMARKS

     1. Cross and Shield  Logo in the form  currently  appearing  on "Swiss Army
     Watches" sold by Licensor

     2. Victorinox




<PAGE>



                                   EXHIBIT B

                                    PRODUCTS

           Category                                   Classification

Luggage Products (All Fabrications)           Including hard and soft goods
"Business," "Adventure," and "Leisure"        (including uprights); standard and
Travel Gear                                   expandable cases (any framed  case
                                              with a handle and wheels); garment
                                              bags; soft/unstructured bags(totes
                                              and   shoulder  bags,  duffels and
                                              expedition   bags,    backpacks,
                                              daypacks,   rucksacks,   bookbags,
                                              lumbar/waist/convertible/hydration
                                              packs,  and  any  other     casual
                                              silhouettes);business and computer
                                              cases  (both  structured  and soft
                                              briefs, saddle  and  courier bags,
                                              backpacks,  computer and accessory
                                              inserts/ sleeves).

Personal Leather and Fabric Accessory         Wallets:      (including   bifold,
Items                                         trifold, hipster, checkbook cover,
                                              card case,  money clip,  key  fob,
                                              travel organizer, passport  cover/
                                              case/wallet,   jotter,   pen case,
                                              breast  secretary,  pocket agenda,
                                              coin  wallet,  international/euro-
                                              size wallet, security wallet/pouch
                                              /belt).

                                              Business Accessories:  (including
                                              ring, spiral-bound  and zip-around
                                              agenda/planner/binder,  letterpad/
                                              portfolio,   travel   journal/
                                              organizer).

                                              Other   Accessories:   (including
                                              toiletry/cosmetic kit,    wetpack,
                                              laundry/shoe  tote, packing  cube/
                                              "stuff"  sack,  shirt  folder, tie
                                              case, proprietary  shoulder strap,
                                              locks, hydration bladder).

                                              Handbags  and  Women's  Personal
                                              Accessory Items:(including wallets
                                              and make-up bags).

Specialty Markets (all fabrications)          Outdoor  Gear  (including luggage,
                                              backpacks,  gear bags for hunting,
                                              fishing,  skiing,    snowboarding,
                                              biking, mountain climbing, hiking,
                                              canoeing,  boating,  camping,
                                              motorcycle industries).

                                              Camera and  video  bags,  team and
                                              individual sport bags.
<PAGE>


                                   EXHIBIT C

                               Trademark Labeling
                               ------------------


TRAVEL GEAR AND ACCESSORIES
Victorinox(r) Travel Gear and Accessories with cross & shield and

Makers of the Original Swiss Army Knife
Victorinox(r) Makers of the Original Swiss Army Knife with cross & shield

        Note that Victorinox is registered.
        Note that the cross and shield can be used on the entire product line.
The cross and shield logo can be used alone with the support of any text.
Never say or imply  that the travel  gear and  accessory  line is Swiss  Army(r)
product.



                                      LOGO

<PAGE>




                                   EXHIBIT D

                 Approved Channels of Trade and Retail Outlets
                 ---------------------------------------------

                               Department Stores

                            Luggage Specialty Stores

                              Luggage Chain Store

                   Sporting Goods Chains and Specialty Stores

                          Men's and Women's Clothiers

                           Jewelry Stores and Chains

                         Photography Stores and Chains