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                                                                  Exhibit (10)-3

                               TRADEMARK AGREEMENT

           Trademark Agreement executed as of this 18th day of December, 1996 by
and  between  the  Swiss  Confederation  represented  by  the  Federal  Military
Department  represented  by the Federal  Defence  Production  Group ("BRBT") and
Swiss Army Brands, Inc.  ("SABI")  a  corporation existing under the laws of the
state of Delaware, U.S.A.

           WHEREAS,  it is in the mutual  interest of the parties,  and of Swiss
manufacturers and other citizens of the Swiss  Confederation  that the trademark
SWISS ARMY be confined to a select number of high quality products  manufactured
in Switzerland; and

           WHEREAS,  in the past certain  persons have  attempted to utilize the
trademark   "SWISS  ARMY"  on  products   manufactured  in  Asia  and  on  other
unauthorized  goods,  thereby  misleading  purchasers  into  believing that such
products  represent the high quality of  workmanship  and  materials  present in
goods of Swiss manufacture; and

           WHEREAS, SABI has sold over $650,000,000 of Swiss made products,  the
vast majority of which was sold under the trademark SWISS ARMY; and

           WHEREAS,  SABI has  expended  over  $25,000,000  in the  development,
protection  and  promotion of the SWISS ARMY  trademark and has developed a high
level of expertise in such protection; and

           WHEREAS,  the parties are desirous of protecting  consumers and Swiss
manufacturers  from  misrepresentation  as to the source of products bearing the
trademark SWISS ARMY; and

           WHEREAS,  the parties wish to further the mutual  interests set forth
above while respecting existing rights; and

           NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants herein contained the parties hereto hereby agree as follows:

           SECTION 1.  INITIAL PAYMENT.

           In  order  to  facilitate  the  purposes  of  this  Agreement  and in
consideration  of the  matters  set  forth in  Section 5 of this  Agreement  and
elsewhere,  SABI  will,  upon the  execution  of this  Agreement,  commit to the
furtherance  of its  purposes the amount of * . Of this amount * will be paid to
BRBT at the  time of the  signing  to be used for such  purposes  as BRBT  shall
determine.  The  remaining  * will be  utilized  during  the first  year of this
Agreement by SABI to assist BRBT in the  registration  of the BRBT Trademarks in
various  jurisdictions  as well as to assist  BRBT in the  policing  of the BRBT
Trademarks. In the event * is not utilized in such manner during the

------------
         * Information redacted. Omitted material has been filed with the
           Commission in a separate filing pursuant to a request for
           confidential treatment.



<PAGE>
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first year of this  Agreement,  SABI shall pay to BRBT the difference  between *
and the amount so utilized.

                  SECTION 2.  DEFINITIONS.  For  purposes  of this Agreement the
following definitions shall apply.

                  (a) ADDED   AMERICAN   CATEGORIES  shall  have  the definition
ascribed to that term in Section 5(d)(i) hereof.

                  (b) AMERICAN  TERRITORIES  shall mean the United  States,  its
territories  and  possessions,  Canada and the  Caribbean.  The Caribbean  shall
include  Bermuda and all  islands,  countries  and  territories  within the area
bounded by 55 degrees  west  longitude,  85 degrees west  longitude,  12 degrees
north latitude and 28 degrees north latitude  provided that the Caribbean  shall
not be deemed to  include  any  portion  of Mexico or the  Countries  located in
Central or South America.

                  (c) BRBT  TRADEMARKS  shall mean the following:  (i) Trademark
No. 411 840 consisting of the words "Swiss Army" and the Swiss  National  Emblem
registered  in  Switzerland  by BRBT and depicted on Schedule A hereto,  (ii) if
assigned to BRBT pursuant to Section 4(a) hereof,  the Wreath  Trademark,  (iii)
the trademark  consisting  solely of the words "Swiss Army," (iv) the Subsequent
Registrations, if any, and (v) any and all other trademarks at any time owned by
BRBT which include the words "Swiss Army" or words confusingly similar thereto.

                  (d) COMMERCIAL  QUANTITIES shall mean products in a particular
Designated  Category  having been sold by a single  manufacturer  or importer in
normal channels of commerce and not solely for test marketing purposes.

                  (e) WREATH  TRADEMARK  shall mean the trademark  consisting of
the  words  "Swiss  Army"  and  the  wreath  logo  for  which  SABI,  through  a
wholly-owned  subsidiary,   has  applied  with  the  Swiss  Federal  Office  for
Intellectual Property for registration which application is known as application
no. 6250/1994.0, date of request 9/8/94 as depicted in Schedule A-1.

                  (f)  THE  DESIGNATED   CATEGORIES  shall  mean  the  following
products which SABI intends to market under the SABI Trademarks:

                            (i)  Luggage;

                           (ii)  small leather goods;

                           (iii) boots and footwear;

                           (iv)  camping equipment;

                           (v)   pens and pencils;

                           (vi)  flashlights;

------------
         * Information redacted.  Omitted material has been filed with
           the Commission in a separate filing pursuant to a request for
           confidential treatment.



                                       -2-


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                      (vii)  water purification products;

                      (viii) cosmetics and fragrances; and

                      (ix)   apparel.

Each of the designations  separately listed above shall be considered a separate
"Designated Category".

                  (g)  FIRST  QUALITY  shall  mean  products  at least  equal in
workmanship and materials to either the Watch Products or Knives  currently sold
by SABI, Victorinox or Wenger.

                  (h)  SABI  shall  mean  Swiss Army Brands, Inc. and shall also
include  Swiss  Army  Brand  Ltd.,  a  Delaware  Corporation  and a wholly-owned
subsidiary of Swiss Army Brands, Inc.

                  (i)  SABI TRADEMARKS  shall mean the Registered  SABI American
Trademark and the  trademarks,  including  applications,  held by SABI listed in
Schedule B hereto.

                  (j)  KNIVES shall mean multi-blade  pocket  knives  (including
so-called "multitools") manufactured or licensed by Victorinox or Wenger.

                  (k)  NET SALES shall mean the gross  selling price of licensed
products less V.A.T. and similar taxes or imposts, insurance, freight, discounts
and allowances actually given and returns actually received.

                  (l)  PRECISE  shall  mean  Precise  Imports Corporation, a New
York Corporation which is Wenger's United States Distributor.

                  (m)  REGISTERED   SABI   AMERICAN  TRADEMARK  shall  mean  the
trademarks listed on Schedule C hereto.

                  (n)  RESERVED  PRODUCTS  shall  mean Watch  Products,  Knives,
products  in the Added  American  Categories,  and  products  in the  Designated
Categories  provided,  in the case of products in the Designated  Categories the
right  of SABI to  cause  such  product  categories  to  become  Added  American
Categories has not expired (without giving effect to the operation of Subsection
5(d)(v)(B)).

                  (o)  STANDARD  ROYALTIES  shall  mean an amount equal to 3% of
the "Net Sales".

                  (p)  SUBSEQUENT REGISTRATIONS  shall have the meaning ascribed
to that term in Section 4(c) hereof.

                  (q)  SWISS  MANUFACTURERS  shall  mean  Victorinox and Wenger.



                                       -3-


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                  (r) SWISS PRODUCT shall mean any product which, under the laws
of  Switzerland  as  presently  constituted  or as  enacted  in the  future,  or
according to normal Swiss standards, may be denominated "Swiss Made" or "Made in
Switzerland".

                  (s) SWISS MARTIAL  TRADEMARK shall mean any words,  trademarks
or trade  names,  other than "Swiss  Army",  consisting  of two or more words or
syllables,  one of which is "Swiss",  "Switzerland" or a derivation  thereof and
another of which is a word or phrase with a military  connotation,  e.g.  "Swiss
Sailor", "Swisstrooper".

                  (t) VICTORINOX   shall   mean   Victorinox   A.G.  of  Ibach, 
Switzerland.

                  (u) WATCH AND SUNGLASS  PRODUCTS  shall mean watches and other
timepieces as well as sunglasses which, in each case, are Swiss Products.

                  (v) WENGER shall mean Wenger S.A. of Delemont, Switzerland.

                  SECTION 3.  ACKNOWLEDGEMENT BY SABI AND BRBT.

                  (a) SABI acknowledges  BRBT's ownership of the BRBT Trademarks
in the country of their registration or application and acknowledges that in the
country of their  registration or  application,  BRBT has the exclusive right to
use the BRBT  Trademarks  and  that  any  goodwill  pertaining  thereto  belongs
exclusively to BRBT. SABI will not in any way directly or indirectly do or cause
to be done any act or thing  contesting,  challenging or in any way impairing or
intending to impair any right,  title or interest of BRBT in connection with any
of the BRBT Trademarks in the country of its registration or application.  It is
the declared  intention of SABI to use all reasonable  efforts to assist BRBT in
enforcing such rights.

                  (b) BRBT acknowledges  SABI's ownership of the SABI Trademarks
in the countries of registration or application and  acknowledges  that SABI has
the exclusive  right to use the SABI  Trademarks in such  countries and that the
goodwill  pertaining  thereto belongs  exclusively to SABI. BRBT will not in any
way directly or indirectly  do or cause to be done any act or thing  contesting,
challenging  or in any way impairing or intending to impair any right,  title or
interest of SABI in  connection  with the SABI  Trademarks  in the  countries of
their  registration or application.  It is the declared intention of BRBT to use
all  reasonable  efforts to assist SABI in enforcing  such rights  provided that
BRBT shall not be required to support SABI in enforcing  exclusive rights to the
Swiss National Emblem, as distinguished  from the words "Swiss Army" (whether or
not such words are used in conjunction with such emblem).



                                       -4-


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                  (c)  BRBT  and SABI  recognize  that the use of Swiss  Martial
Trademarks  represents an effort to capitalise upon the success of the trademark
SWISS ARMY and that such use can dilute the value of the trademark SWISS ARMY to
the  detriment  of the  Swiss  Confederation  as well as of SABI  and  agree  to
cooperate in preventing such use.

                  SECTION 4.  ADDITIONAL REGISTRATIONS.

                  (a)  WREATH  TRADEMARK.  SABI shall assign to BRBT the  Wreath
Trademark  application, if  required for the registration of such trademark, and
BRBT agrees to use its best efforts to obtain a registration pursuant thereto.

                  (b)  REGISTRATION  OF  "SWISS ARMY".  BRBT  agrees to promptly
apply  for  a trademark registration in Switzerland for the trademark consisting
solely  of  the  words  "Swiss Army"  and  use  its  best  efforts  to  obtain a
registration of that mark.

                  (c)  SUBSEQUENT  REGISTRATIONS.  BRBT agrees to promptly apply
for up to three additional trademark registrations ("Subsequent  Registrations")
in Switzerland  for such  trademarks  requested by SABI  consisting of the words
"Swiss Army" and such logo or depiction  specified by SABI;  provided  that such
trademark is not violative of applicable law.

                  (d)  EXPANSION OF COVERAGE.  BRBT will expand the products and
services covered by the BRBT Trademarks as set forth in Section 7 hereof.

                      SECTION 5. THE AMERICAN TERRITORIES.

                  (a) KNIVES. The parties acknowledge that Victorinox and Wenger
have applied for the  registration  of the trademark  "Swiss Army" as applied to
Knives in the United States and hold common law rights to that  trademark in the
United States. The parties are aware that the Swiss  Manufacturers have licensed
SABI and Precise to use that trademark.  Subject to the provisions of Section 12
hereof,  relating to costs,  the parties  declare their  intention to assist the
Swiss  Manufacturers,  SABI and  Precise  in  safeguarding  those  rights and in
preventing the use of "Swiss Army" on multi-blade  pocketknives,  multitools and
other products which are not Swiss Products.

                  (b) WATCH AND SUNGLASS PRODUCTS.  As previously herein stated,
BRBT  recognizes the rights of SABI in the Registered  SABI American  Trademark,
including,  without  limitation,  its rights in respect of the  Registered  SABI
American Trademark as applied to Watch and Sunglass Products.  BRBT will use all
reasonable  efforts  to  assist  SABI and its  licensees  in  strengthening  and
protecting  those  rights  in  the  American  Territories  and  assist  SABI  in
preventing the unauthorized use of SWISS ARMY.



                                       -5-


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                  (c) BRBT  COOPERATION.  In furtherance of the general purposes
of this Agreement to strengthen  the trademarks and to prevent the  unauthorized
use of SWISS ARMY on products that are not Swiss Products, BRBT agrees:

                           (i)   It  will not apply for registration, license or
otherwise  facilitate  the  use  of  any  of the BRBT Trademarks in the American
Territories except as provided herein; and

                           (ii)  At SABI's request and expense, it will register
any  BRBT Trademark requested to be registered in the American Territories. Upon
such   registration,  and  without  further  documentation,  SABI  shall  hold a
perpetual  royalty  free  (subject  to  the  requirement  to  make  the payments
otherwise required by Section 1) exclusive license applied to Watch and Sunglass
Products.

                  (d)  DESIGNATED CATEGORIES AND OTHER PRODUCTS.

                           (i)  If  within  three  years  of  the  date  of this
Agreement  SABI  and/or its  licensees  shall sell in the American  Territories,
Commercial Quantities  of  Swiss  Products in any one or more of the  Designated
Categories  SABI   shall  so  notify  the BRBT and upon such  notification  such
category  or categories shall become "Added American Categories".

                           (ii)  If requested by SABI (and only if so requested)
BRBT will,  at SABI's  expense,  register  any BRBT  Trademark  requested  to be
registered in the American Territories in respect of any Added American Category
and will grant to SABI a perpetual  royalty  free  exclusive  license to use the
BRBT  Trademarks in the American  Territories  and the rights and obligations of
the parties with respect  thereto  shall be the same as those  applying to Watch
and Sunglass Products.

                           (iii)  In  the  event  that  within  24 months of any
Designated  Category  becoming  an Added  American  Category,  SABI  and/or  its
licensees shall sell in the American Territories in Commercial  Quantities Swiss
Products in another of the Designated  Categories and shall so notify BRBT, such
additional Designated Category shall become an Added American Category.

                           (iv)  In  recognition  of  SABI's legally established
trademark rights in the American  Territories and in part  consideration for the
payment  referred  to in Section 1 hereof BRBT agrees that it will not grant any
rights to any of the BRBT  Trademarks in the American  Territories to any person
other than SABI or permit  any  person  other than SABI to use SWISS ARMY on any
products in the  Designated  Categories  except as set forth in the  immediately
following subsection.

                           (v)   BRBT  may  grant  licenses  to  use  the   BRBT
Trademarks  in the American Territories on products other than Reserved Products
provided that:



                                       -6-


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                  (A)  BRBT has  determined  that the  grant of  rights  to such
person or entity  will (x)  enhance  and not  reduce  the value of SWISS ARMY as
applied to Swiss  Products  already  being sold  under that  trademark,  (y) not
detract  from the purpose of this  Agreement to prevent the use of SWISS ARMY on
non-Swiss  products,  and (z) increase,  over the long term, the amount of Swiss
Products  sold  in the  American  Territories  and  elsewhere.  In  making  such
determination  BRBT shall give  priority to upholding the image of SWISS ARMY as
being  associated  with  prestige,  quality  and  wholesomeness  and shall  also
consider  the market at which the product  sought to be  licensed  is aimed.  In
making  such  determination  the  objections  made by SABI or any  other  person
authorized  to use SWISS ARMY  pursuant to this  Agreement  shall be given great
weight, and

                  (B)  such   rights  are  granted   after  SABI  has   received
notification  of BRBT's  intention to license that category to another party and
been  granted  the right  for an  additional  period of 18 months to cause  that
category  to become an Added  American  Category by making  sales in  Commercial
Quantities.

                           (vi)   In the event BRBT grants any rights to a party
other than SABI pursuant to Section 5(d)(v) above, SABI shall offer such party a
license of the  appropriate  Registered  SABI American  Trademark  upon mutually
agreeable  terms and  conditions.  Any  royalties  received  by SABI  under this
subsection, net of enforcement and other expenses, shall be paid to BRBT.

                  SECTION 6.  GEOGRAPHICAL AREAS OUTSIDE OF THE AMERICAN
TERRITORIES.

                  (a) KNIVES.  Except  as  set forth in Section 5(a) above, this
Agreement  shall  not  apply  in  any  way  to the use of "SWISS ARMY" on knives
outside of the American Territories.

                  (b) WATCH AND SUNGLASS  PRODUCTS.  Subject to any now existing
legal rights of others,  BRBT hereby agrees that at SABI's request it will grant
to SABI an exclusive  perpetual  license for Watch and Sunglass  Products at the
Standard Royalty in such jurisdictions as SABI shall request and will, at SABI's
request (and only at SABI's  request) and expense,  register any BRBT  Trademark
requested  to be  registered  in  such  jurisdictions  where  it is not  already
registered. Upon such request and without further documentation, SABI shall hold
a  perpetual  exclusive  license  applied to Watch and  Sunglass  Products.  The
parties will also cooperate in preventing the  unauthorized use of SWISS ARMY on
Watch and Sunglass Products.

                  (c) DESIGNATED CATEGORIES AND ADDED AMERICAN CATEGORIES. As to
each  jurisdiction  outside of the  American  Territories  BRBT will,  at SABI's
request,  grant to SABI an exclusive  license at the Standard Royalty to use the
BRBT  Trademarks in such territory on products in the  Designated  Categories or
Added American  Categories and will register any BRBT Trademark  requested to be
registered,  at SABI's  request (and only at SABI's  request)  and  expense,  in
respect of such products. Upon such



                                       -7-


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request and without further  documentation SABI shall hold a perpetual exclusive
license  applied to such products,  provided that SABI and/or its licensees sell
goods in that category in such  jurisdiction in Commercial  Quantities within 18
months after such  registration.  In the event SABI and/or its  licensees do not
make sales in Commercial  Quantities  within 18 months after such  registration,
BRBT may consider  granting a license of the BRBT  Trademarks  to another  party
pursuant to Section 6(d)(ii) below.

                  (d) OTHER PRODUCTS.

                           (i) If BRBT wishes to grant to any person other  than
SABI a license to use any BRBT Trademark on any product  other  than a  Reserved
Product,  it  shall  first  offer  to  SABI an  exclusive  license  to the  BRBT
Trademarks  on such  product in such  territory at the  Standard  Royalty.  Such
license shall be perpetual  provided that SABI and/or its licensees  sells goods
in that category in Commercial  Quantities in such jurisdiction within 18 months
after receiving such notification.

                           (ii) If  SABI  does not accept that offer or fails to
make such sales,  BRBT may  consider granting a license to the other  applicant.
In  deciding  whether  to  grant such license to such other applicant BRBT shall
first  determine  that  the  grant  of  rights  to  such  person  or entity will
(A) enhance and not reduce the value of SWISS ARMY as applied to Swiss  Products
already   being  sold  under that trademark, (B) not detract from the purpose of
this  Agreement  to  prevent  the  use  of SWISS ARMY on non-Swiss products, and
(C) increase,  over the long  term, the amount of Swiss Products sold worldwide.
In  making  such determination  BRBT shall give  priority to upholding the image
of SWISS ARMY as being  associated  with  prestige,  quality  and  wholesomeness
and shall  also consider  the market at which the product  sought to be licensed
is aimed.  In making  such  determination  the  objections  made by SABI  or any
other  person authorized  to use SWISS ARMY  pursuant to  this  Agreement  shall
be given great weight.

                  SECTION 7. EXPANSION OF CLASSES.

                  At the  request of SABI,  BRBT will  expand the  products  and
services covered by the BRBT Trademarks through additional registrations.

                  SECTION 8.  TERMS OF LICENSE.

                  (a) In the event of any grant of a license  in  respect of any
BRBT Trademark  whether to SABI or to any other party, the following  provisions
shall apply:

                           (i)  Such   products   including   products  sold  by
licensees of SABI's rights hereunder, shall be Swiss Products of First Quality.



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                           (ii)     The  licensee  shall, upon request, submit a
reasonable  number of samples to BRBT to determine  whether such products are of
First Quality.  In the event that BRBT  determines that such products are not of
First  Quality,  BRBT shall so notify the licensee,  giving full  particulars so
that the licensee may cause such products to be of First Quality.

                           (iii)    In respect of any license for which Standard
Royalties must be paid,  such  royalties  shall be paid no later than the end of
the calendar quarter  following the calendar quarter in which the relevant sales
were made.  Each such payment shall be  accompanied by a report setting forth in
reasonable  detail the amount of Net Sales and the method by which the  standard
royalty was computed.

                           (iv)     Notwithstanding   anything   herein  to  the
contrary,  the  license of any BRBT  Trademark  shall not be deemed to  include,
and  expressly excludes, the Swiss National Emblem.

                  (b) In the event of any grant of a license  in  respect of any
BRBT trademark to SABI, SABI may take such action as it deems  appropriate under
all the circumstances to cause any infringement found to exist to be terminated.
Any suits on account thereof shall be controlled by SABI and shall be prosecuted
wherever  possible in the name of SABI and by its  counsel;  and the expenses of
such suit shall be borne by SABI.

                   SECTION 9.  DISPUTES.

                   Any dispute  arising in connection  with this Agreement shall
be resolved by arbitration, the seat of arbitration being Bern, Switzerland. The
arbitral  tribunal shall consist of three  arbitrators and the arbitration shall
be  governed by the rules of the  Intercantonal  Arbitration  Convention,  March
27/August  29,  1969,   excluding   the  rules  of  chapter  12   (International
Arbitration) of the Swiss Private International Law Act, December 18, 1987.

                  SECTION 10.  NOTICES.

                  Any notices or other  communications  required or permitted to
be sent under this  Agreement  shall be duly  given if sent by  registered  mail
return receipt requested or by facsimile  transmission  confirmed by mail within
three (3) business days of such transmission and addressed as follows:

                  (a)      If to BRBT:
                           Defence Procurement Agency
                           Legal Department
                           Kasernenstrasse 19
                           CH-3003 Bern, Switzerland
                           Attention:  Thomas Kopp, Esq.
                                       Corporate Legal Counsel
                           FAX: 0041-031-324-60-56


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                  (b)      If to SABI:
                           Swiss Army Brands, Inc.
                           One Research Drive
                           Shelton, Connecticut 06484-6226
                           Attention:  The President

                  SECTION 11.  USE ON MUNITIONS AND WEAPONS.

                  SABI will not utilize any BRBT  Trademark  or the words "Swiss
Army" in connection with munitions or weapons.

                  SECTION 12.  COSTS.

                  Elsewhere  in  this  Agreement  it is  provided  that  certain
registrations requested by SABI shall be made at the expenses of SABI and not at
the expense of BRBT.  Without lessening the authority of such statements but for
greater clarity it is further  provided  nothing in this Agreement shall require
BRBT to expend in connection with the BRBT Trademarks or otherwise in respect of
this  Agreement  any sums,  for  registration  or  otherwise,  other than out of
royalties actually received hereunder. The cost of any registrations effectuated
at the request of SABI shall be borne entirely by SABI.

                  SECTION 13. SWISS MARTIAL TRADEMARKS.

                  (a)  Mr. Louis  Dominique  Manigley and/or L.D.M. Engineering,
Ltd. (collectively  and  including  their respective affiliates, "Mr. Manigley")
claims  certain rights to use the trademark "Swiss Air Force" in connection with
the sale of watches.  Some or all of the rights so claimed are disputed by SABI,
which is currently engaged in litigation in the United States with Mr. Manigley.
BRBT  takes  no  position  concerning  that  dispute and, anything herein to the
contrary  notwithstanding,  BRBT  shall have no obligation to assist SABI in any
way concerning such dispute.

                  (b)  Except  for  this  Agreement  and for a  prior  agreement
between Mr.  Manigley and the Air Force branch of the Swiss Military  Department
relating  to the  trademark  "Swiss Air  Force",  which is not  affected by this
Agreement:  Neither the Swiss  Military  Department  nor any other branch of the
Swiss Government has granted any rights to use or register, nor approved the use
or registration  by any person of any Swiss Martial  Trademark and no such Swiss
Governmental  body will do so during the term of this  Agreement.  SABI and BRBT
will use their best efforts to prevent the use of Swiss Martial Trademarks.  The
immediately  preceding  sentence shall not apply to  "Patrouille  Suisse" in the
French language.



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                  SECTION 13A.  TERMINATION OF LINES OF PRODUCT.

                  If: (a) SABI or its  affiliates,  assignees or  licensees  has
sold under a license granted pursuant to this Agreement in Commercial Quantities
goods in any "General Product Category" (as defined below) and thereafter,

                  (b)  such  sales  cease  so that  such  goods  are not sold in
Commercial  Quantities  by any such  persons for a  consecutive  period of three
years then BRBT may terminate this license as to that General  Product  Category
as follows:

                  (i) BRBT may notify SABI in writing of its intent to terminate
and this Agreement  shall  terminate for that General  Product  Category  unless
during the 180 day period  after  receipt of such  notice,  sales in  Commercial
Quantities are resumed.

                  (ii) For purposes of this section,  the term "General  Product
Category"  shall refer to a general  group of products such as  "timepieces"  or
"leather goods" (rather than to specific  product  designations  such as "ladies
wristwatches" or "attache cases").

                  (c)  Nothing in this  Section  13A shall  operate  directly or
indirectly to require SABI to grant any licenses of any SABI Trademark.

                  SECTION 14. COOPERATION CONCERNING TRADEMARK INFRINGEMENT.

                  Each of the parties shall inform the other promptly in writing
of (a) any  infringement  of any BRBT Trademark or the Registered  SABI American
Trademark of which they shall become  aware,  (b) any  challenge by any party to
either party's use of



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SWISS ARMY, and (c) any  proceeding  instituted or threatened by or any claim by
any third  party of any  rights  in SWISS  ARMY.  Subject  to  Section  12 above
relating to cost,  the parties  hereto shall  cooperate  and take such action as
reasonably  requested by the other party to protect the BRBT  Trademarks and the
Registered SABI American Trademark from infringement.

                  SECTION 15. MISCELLANEOUS.

                  (a) This Agreement  shall be covered by and interpreted by the
laws of  Switzerland  provided  that matters  related to  trademark  rights in a
particular  country shall be covered by and  interpreted in accordance  with the
trademark laws of such country.  In the event of a conflict  between versions of
this Agreement, the English version shall govern.

                  (b) This Agreement is the sole agreement between and among the
parties  relating to the subject matter hereof and merges and supersedes any and
all agreements between them relating thereto.  This Agreement may not be altered
or amended except by a writing duly executed on behalf of the party against whom
such alteration or amendment is sought to be applied.

                  (c) In the event of the sublicensing of the Agreement by SABI,
the sublicensee must, as a condition of executing any rights hereunder, agree in
writing  to abide by the  provisions  hereof  relating  to  quality,  origin and
royalties.

                  (d)  Nothing  in  this  Agreement   shall  prevent  SABI  from
sublicensing or otherwise permitting Precise or others to exercise rights herein
granted to SABI nor prevent the use by SABI of  trademarks  now being used by it
nor require  either party hereto to prevent the use by Precise of trademarks now
being  used by it  provided  that  SABI  has  agreed  in  writing  to such  use.
Notwithstanding  anything herein to the contrary,  SABI shall not be required to
do  anything  pursuant to this  Agreement  which  would  constitute  a breach or
violation of that certain license agreement dated June 30, 1992 between SABI and
Precise.

                  (e) The Federal Military Department may change the identity of
its  representative  under  this  Agreement,  in  which  case the  benefits  and
obligations of BRBT shall devolve upon that designee.



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                                THE SWISS CONFEDERATION Represented by
                                The Federal Military Department
                                Represented by:
                                FEDERAL DEFENCE PRODUCTION GROUP
                                
                                Represented by:

                                /s/ Toni J. Wicki
                                    Toni J. Wicki
                                    Chief of Armament

                                /s/ Rene Huber
                                    Rene Huber
                                    General Manager Central Administration

                                SWISS ARMY BRANDS, INC.

                                By: /s/ Peter W. Gilson
                                        Peter W. Gilson
                                        Authorized Signatory



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