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 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;

                          (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.

          (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).

     (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.

     (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:

     (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 Z
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 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.

     (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



                  (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.


     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 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.


                                  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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