**AGREEMENT OF GUARANTY AND SURETYSHIP**

        THIS 2002 AMENDED AND RESTATEDAGREEMENT OF GUARANTY AND SURETYSHIP  ("Guaranty")  is made as of this 25th day of June,  2002 by **SWISS ARMY RETAIL,  INC.**("Retail")  (hereinafter each individually and all collectively  referred to as the "Undersigned") in favor of  **FLEET NATIONALBANK,** 777 Main Street, Hartford, Connecticut 06103 (the "Bank").

**W I T N E S S E T H:**

        WHEREAS,  the  Undersigned  hasrequested the Bank to make a loan or advances or otherwise  extend further credit (the "Loan") to Swiss Army Brands,  Inc., acorporation  organized  under the laws of Delaware (the  "Principal")  pursuant to the 2001  Substituted Commercial  RevolvingPromissory Note in the original  principal  amount of up to $16,000,000,  dated as of May 25, 2001, and the 1999 CommercialPromissory Term Note in the principal amount of $7,000,000,  dated as of November 15,  1999, and each made by the Principal andpayable to the order of the Bank  (collectively,  the  "Notes"),  and the 2001  (Second)  Amended  and  Restated  Commercial  LoanAgreement  between  the  Principal  and the Bank dated as of  September  28,  2001 (the "Loan  Agreement"),  and the  foreignexchange contracts between the Bank the Principal entered into from time to time (the "FX Facilities"); and

        WHEREAS,  the Bank,  as acondition  precedent to its  agreement to extend the Loan to the  Principal,  has required  that the Undersigned  unconditionallyguarantee the full and prompt payment of all liabilities and Indebtedness (as hereinafter defined) due or to become due from thePrincipal to the Bank whether under or pursuant to the Notes,  the Loan  Agreement,  the Related  Agreements (as that term isdefined in the Loan Agreement), the FX Facilities or otherwise.

        NOW  THEREFORE,  theUndersigned  jointly  and  severally,  in  consideration  of  One  Dollar  ($1.00)  and  other  valuable consideration from theBank, receipt of which is hereby  acknowledged,  hereby absolutely and  unconditionally  guarantees to the Bank, its  successors,endorsees  and assigns the full and prompt  payment,  together  with  interest,  as and when the same becomes due and payable,whether in accordance with its terms or by acceleration or otherwise,  of the  obligations,  liabilities,  sums of money, andindebtedness of any kind or nature whether  presently  existing or hereafter  created or arising,  which have heretofore been, arenow, or which may hereafter  become,  due and payable to the Bank by, from, or at the request of or on behalf of the  Principal,including, without  limitation,  all sums now or hereafter  coming due under or in connection  with the Loan and the FX  Facilities(all of which obligations, liabilities, sums of money, and indebtedness are hereinafter referred to as the "Indebtedness").

-         This Guaranty is a continuing  guaranty and security for the  Indebtedness nowdue or owing to the Bank, or which may hereafter  at any time  become due or owing to it from or by the  Principal,  and the Bankmay grant  renewal(s)  and extension(s) of time for payment of any of the Indebtedness,  without impairing, lessening or cancelingthis Guaranty in any particular until all of the said  Indebtedness,  and any renewal(s) or extension(s)  thereof,  shall have beenpaid in full.