COMMERCIAL PROMISSORY NOTE


$5,000,000                                                  December 4, 1997
                                                        New Haven, Connecticut


     FOR VALUE RECEIVED,  the undersigned,  SWISS ARMY BRANDS,  INC., a Delaware
corporation  having  its  principal  office  at  One  Research  Drive,  Shelton,
Connecticut 06484 (hereinafter  referred to as the "Borrower"),  promises to pay
to the order of FLEET  NATIONAL BANK ("Fleet" or the "Lender";  Fleet being also
hereinafter  referred  to as the  "Holder,"  which term shall also  include  any
subsequent  holder  hereof)  at its  office at 157  Church  Street,  New  Haven,
Connecticut 06510, or at such other place as the Holder may designate, from time
to time, the sum of Five Million Dollars  ($5,000,000),  or, if lesser,  so much
thereof as has actually been advanced hereunder,  together with interest thereon
as set forth below.

     1.  Payment of  Interest.  Interest  on the  principal  amount  outstanding
hereunder  shall be  payable  monthly  in arrears on the first day of each month
commencing  on the first day of the month  following  the date hereof.  Interest
shall be  computed on the basis of a 360-day  year and for the actual  number of
days elapsed.

     Interest on sums advanced hereunder shall be payable at the rates set forth
herein until all such sums are fully paid, whether before or after maturity,  by
acceleration  or  otherwise,  and  whether or not any  judgment  has been issued
thereon.

     2.  Interest  Rate Options.  Interest  shall be payable on the  outstanding
principal  balance of this Note at a rate which shall be, at the election of the
Borrower  to be made from time to time as set forth  herein  and  subject to the
limitations  set  forth  herein,  equal to (i) the  Prime  Rate (as  hereinafter
defined) or (ii) the LIBOR Rate (as hereinafter defined).

     Notwithstanding anything herein to the contrary: (i) no Advance may be made
as a LIBOR Loan nor may any portion of this Note be converted to a LIBOR Loan in
a principal amount of less than $100,000; and (ii) in no event shall there be an
aggregate total of more than eight (8) LIBOR Loans outstanding  hereunder at any
time.

     3. Election of Interest Rate Options;  Limitations. So long as there exists
no Event of  Default  (as  defined  in the Loan  Agreement)  or in the  event or
condition  which,  with the passage of time,  the giving of notice or both would
constitute an Event of Default, the Borrower may make such election ("Election")
with respect to any Advance to be made  hereunder or with respect to any portion
of the outstanding balance of this Note, by notifying the Lender,  either orally
or in writing (a  "Notice of  Borrowing  or  Conversion"),  which  notice  shall
specify:

     (i) that no Event of Default or event or  condition  which with the passage
of time,  the giving of notice or both would  constitute an Event of Default has
occurred and is continuing;

     (ii) the  effective  date and amount of each  Advance or the portion of the
outstanding  balance  hereof  which is to be  subject  to such  Election,  which
effective  date shall be a Banking Day and which  effective date with respect to
existing  balances  of this Note which are then  subject to the LIBOR Rate shall
not be prior to the last day of the Interest Period (as hereinafter defined) for
such loans;

     (iii) the interest rate option to be applicable thereto; and

     (iv) in the  event  of a  request  for a LIBOR  Loan  the  duration  of the
applicable Interest Period subject to the limitation contained herein.

     Each such oral  notification  shall be  immediately  followed  by a written
confirmation thereof by the Borrower;  provided, however, that if such Notice of
Borrowing or Conversion differs in any material respect from the action taken by
the Lender,  the records of the Lender shall control absent  manifest  error. In
the absence of an effective  election by the  Borrower of the LIBOR Rate,  loans
shall be Prime Rate Loans.
<PAGE>
     So long as no  Event of  Default  or event  or  condition  which,  with the
passage of time,  the  giving of notice or both,  would  constitute  an Event of
Default,  shall have  occurred and be  continuing,  the Borrower  shall have the
option,  only as of the first Banking Day  following  the then current  Interest
Period  applicable to a LIBOR Loan, to continue such outstanding LIBOR Loan as a
LIBOR Loan or to convert it to a Prime Rate Loan in the same aggregate principal
amount.

     The  interest  on a Prime  Rate Loan  shall be  payable at a per annum rate
equal to the Prime Rate as it exists from time to time.

     The  interest  on a LIBOR  Loan  shall be payable at the LIBOR Rate for the
entire Interest Period, except as otherwise set forth herein.

     Advances may be made to the  Borrower as LIBOR Loans and an existing  Prime
Rate  Loan may be  converted  to a LIBOR  Loan in the same  aggregate  principal
amount,  provided that such  principal  amount is not less than  $100,000,  upon
receipt by the Lender from the Borrower of Notice of  Borrowing  or  Conversion,
either orally or in writing,  not later than 11:00 A.M.,  New Haven time, on the
third Banking Day preceding the date on which the Borrower requests a LIBOR Loan
or a  conversion  of a portion of the  existing  balance of this Note to a LIBOR
Loan.  Upon the  expiration  of the Interest  Period so selected,  the principal
amount of the LIBOR Loan specified in the Notice of Borrowing or Conversion will
automatically  be  converted  to a Prime  Rate  Loan,  unless  a new  Notice  of
Borrowing or Conversion shall have been given in accordance with the foregoing.

     Each Interest  Period of a LIBOR Loan shall commence on the date such LIBOR
Loan is made and shall end on the date the  Borrower  may  select in  accordance
with the preceding paragraph, provided, that:

     (i) any Interest  Period which would  otherwise end on a day which is not a
Banking Day shall end on the next preceding or succeeding  Banking Day as is the
Lender's custom with respect to LIBOR Loans;

     (ii) all Interest  Periods which commence on the same date shall end on the
same date;

     (iii) no Interest Period can extend beyond the Maturity Date; and

     (iv) any  Interest  Period  which  begins  on a day for  which  there is no
numerically  corresponding  day in the calendar month during which such Interest
Period is to end,  shall  (subject  to clause  (i) above) end on the last day of
such calendar month.

     In the  event  the  Lender  determines  that  by  reason  of  circumstances
affecting the inter-bank Eurodollar market, adequate and reasonable means do not
exist for  determining  the LIBOR Rate or  Eurodollar  deposits in the  relevant
amount and for the  relevant  maturity  are not  available  to the Lender in the
inter-bank  Eurodollar market, with respect to a proposed LIBOR Loan, the Lender
shall give the Borrower prompt notice of such  determination.  If such notice is
given,  then (a) any  requested  LIBOR  Loan shall be made as a Prime Rate Loan,
unless the  Borrower  gives the Lender one  Banking  Day's prior oral or written
notice that its request for such borrowing is cancelled (any oral notice of such
cancellation  shall be confirmed by the Borrower to the Lender in writing within
24 hours); and (b) any outstanding LIBOR Loan shall be converted to a Prime Rate
Loan on the last Banking Day of the then current  Interest Period for such LIBOR
Loan. Until such notice has been withdrawn,  the Lender shall have no obligation
to make LIBOR Loans or maintain outstanding LIBOR Loans.

     4.  Commitment  Fee. The Borrower  agrees to pay to the Lender a commitment
fee equal to one eighth of one percent per annum (.125%)  (computed on the basis
of the actual number of days elapsed in a year of 360 days) of the average daily
balance  of the  unused  portion  of the Line of  Credit  available  during  the
immediately  preceding calendar quarter.  The Lender shall charge the account of
the Borrower  maintained  with the Bank for such fee  following  the end of each
calendar  quarter  commencing  with the quarter ending on December 31, 1997. The
fee shall be payable whether or not the Borrower has the ability to obtain loans
or advances hereunder.

     5.  Prepayment of Principal;  Yield  Maintenance  Fee. The Borrower may pay
before due the unpaid balance of any Prime Rate Loan or any part thereof without
premium.
<PAGE>
     If, at any time (i) the interest rate on the loan is a fixed rate, and (ii)
Bank in its sole discretion  should determine that current market conditions can
accommodate a prepayment request,  Borrower shall have the right at any time and
from time to time to prepay  the loan in whole (but not in part),  and  Borrower
shall pay to Bank a yield maintenance fee in an amount computed as follows:  The
current rate for Untied States Treasury  securities (bills on a discounted basis
shall be converted  to a bond  equivalent)  with a maturity  date closest to the
maturity date of the term chosen pursuant to the Fixed Rate Election as to which
the prepayment is made,  shall be subtracted from the "cost of funds"  component
of the fixed rate in effect at the time of prepayment.  If the result is zero or
a negative number,  there shall be no yield  maintenance fee. if the result is a
positive number, then the resulting percentage shall be multiplied by the amount
of the principal balance being prepaid. The resulting amount shall be divided by
360 and multiplied by the number of days  remaining in the term chosen  pursuant
to the Fixed Rate Election as to which the prepayment is made. Said amount shall
be reduced to present  value  calculated  by using the  above-referenced  United
States  Treasury  security  rate and the  number of days  remaining  in the term
chosen  pursuant to the Fixed Rate Election as to which the  prepayment is made.
The  resulting  amount  shall  be the  yield  maintenance  fee due to Bank  upon
prepayment of the fixed rate loan.  Each  reference in this  paragraph to "Fixed
Rate  Election"  shall mean the election by Borrower  pursuant to paragraph 3 of
this Promissory Note.

     Any partial prepayment of principal, whether or not subject to a prepayment
premium,  shall be applied against  payments coming due hereunder in the inverse
order of their  maturity and shall not relieve the Borrower of the obligation to
make the scheduled  payments of principal required hereunder until this Note has
been fully paid.

     If by reason of an event of default  Bank  elects to declare the loan to be
immediately due and payable,  then any yield maintenance fee with respect to the
loan shall become due and payable in the same manner as though
Borrower had exercised such right of prepayment.

     6. Loan  Agreement.  The terms of loans and  advances to be made  hereunder
shall be governed by the terms of an Amended and Restated Loan Agreement between
the  Borrower  (then known as The  Forschner  Group,  Inc.) and the Lender (then
known as The Connecticut  National Bank) dated as of June 18,  1992, as modified
by a First  Modification  to Amended and  Restated  Loan  Agreement  dated as of
August 13,  1993, a Second  Modification  to Amended and Restated Loan Agreement
dated as of February 17, 1994, and a Third  Modification to Amended and Restated
Loan  Agreement  dated as of  September  30,  1994  (the Loan  Agreement,  as so
modified,  is  hereinafter  referred  to as  the  "Loan  Agreement"),  provided,
however,  that in the event of any conflict between the terms of this Commercial
Promissory  Note  and  the  terms  of the  Loan  Agreement,  the  terms  of this
Commercial Promissory Note shall govern and prevail.

     7.  Certain  Definitions.  In  addition  to other  words and terms  defined
elsewhere in this Note and in the Loan  Agreement,  as used herein the following
words and terms  shall have the  following  meanings,  respectively,  unless the
context otherwise clearly requires:

     (a)  "Banking  Day" shall mean,  in respect of any city,  any date on which
commercial banks are open for business in that city.

     (b) "Basis Point" means one one-hundredth (1/100) of one percent.

     (c) "Interest  Period"  means,  with respect to any LIBOR Loan,  the period
selected by the Borrower in the Notice of Borrowing or  Conversion as the period
during which such LIBOR Loan shall bear  interest at the LIBOR Rate.  Subject to
the limitations contained in this Note, an Interest Period for LIBOR Loans shall
be a period of 30 days, 60 days, or 90 days.

     (d) "LIBOR Loan" means a Loan that bears interest at a rate per annum equal
to the LIBOR Rate.

     (e) LIBOR Rate means (i) as  applicable to any LIBOR Advance,  the rate per
annum  (rounded  upward,  if  necessary,  to the nearest 1/32 of one percent) as
determined on the basis of the offered rates for deposits in U.S. dollars, for a
period of time  comparable  to such LIBOR  Advance which appears on the Telerate
page 3750 as of  11:00 a.m.  London  time on the day that is two London  Banking
Days preceding the first day of such LIBOR Advance;  provided,  however,  if the
rate  described  above does not appear on the telerate  system on any applicable
interest  determination  date, the LIBOR rate shall be the rate (rounded upwards
as  described  above,  if  necessary)  for  deposits  in  dollars  for a  period
substantially  equal to the interest  period on the Reuters Page "LIBO" (or such
other  page as may  replace  the LIBO Page on that  service  for the  purpose of
displaying such rates),  as of 11:00 a.m.  (London Time), on the day that is two
(2) London  Banking Days prior to the  beginning of such interest  period,  plus
(iii) 125 Basis Points.
<PAGE>
     If both the Telerate and Reuters system are unavailable,  then the rate for
that date will be  determined  on the basis of the offered rates for deposits in
U.S.  dollars for a period of time  comparable  to such LIBOR  Advance which are
offered by four  major  banks in the London  interbank  market at  approximately
11:00 a.m. London time, on the day that is two (2) london Banking Days preceding
the first day of such LIBOR Advance as selected by the  Calculation  Agent.  The
principal London office of each of the four major London banks will be requested
to provide a quotation of its U.S.  dollar deposit  offered rate. If at lest two
such quotations are provided, the rate for that date will be the arithmetic mean
of the quotations.  If fewer than two quotations are provided as requested,  the
rate for that date will be determined on the basis of the rates quoted for loans
in U.S.  dollars to leading  European  banks for a period of time  comparable to
such  LIBOR  Advance  offered by major  banks in New York City at  approximately
11:00 a.m.  New York City  time,  on the day that its two  London  Banking  Days
preceding the first day of such LIBOR Advance.  In the event that Bank is unable
to obtain any such  quotation  as provided  above,  it will be deemed that LIBOR
pursuant to a LIBOR Advance cannot be determined.

     (f) "Maturity Date" means June 30, 1998.

     (g) "Prime Rate" means that interest rate which the Lender  designates from
time to time as its base (or equivalent)  rate for commercial  loans.  The Prime
Rate is not necessarily its lowest or best rate.

     (h) "Prime  Rate Loan" means an Advance  that bears  interest at a rate per
annum which is equal to or based upon the Prime Rate.

     8.  Application of Payments.  All payments  received by the Lender shall be
applied first to the payment of costs,  fees, and expenses due from the Borrower
to the Lender,  then to the payment of  interest,  and finally to the payment of
principal.

     9. Payments to be Made in Lawful Currency. All payments due hereunder shall
be made in lawful  money of the  United  States of  America  and in  immediately
available funds.

     10. Interest Rate After Default.  Upon and after the occurrence of an Event
of Default,  interest  shall be payable at a variable rate which is equal to two
percent (2%) per annum in excess of the rate which would  otherwise be in effect
hereunder.  Upon the occurrence of an Event of Default,  the Borrower's right to
select pricing options hereunder shall cease.

     11. Late  Payment  Charge.  If any payment  shall not be made on the day on
which it is due, whether on maturity,  by acceleration or otherwise,  the entire
amount owing hereunder shall thereupon, at the option of the Lender, and without
notice or demand,  become immediately due and payable.  If this Note is not paid
when due,  whether in  accordance  with the terms  hereof,  by  acceleration  or
otherwise,  the  Borrower  agrees  to pay all  costs  of  collection,  including
reasonable  attorneys' fees. Without in any way waiving,  or otherwise affecting
or limiting  any rights of the Lender  under this Note or under law,  including,
without limitation, the rights set forth in the preceding paragraph, any monthly
payment of  principal  or interest or both which is received  more than ten (10)
days after its due date shall be subject to a late charge of five  percent  (5%)
of the amount due.

     12. Lender's Lien and Right of Set Off. From and after the occurrence of an
Event of  Default,  the  Lender  shall  have a lien on, and an option to set off
against,  all  deposits  and other  property of the  Borrower at any time in the
possession  or  control  of or in  transit  to it,  against  all  amounts  owing
hereunder, without prior demand or notice and without resort to legal process or
judicial proceeding, order or authorization.

     13. Waiver of Demand, etc. The Borrower hereby waives demand,  presentment,
notice of dishonor, protest, and notice of protest.

     14.  Acknowledgement  of Commercial  Transaction  and Waiver.  THE BORROWER
ACKNOWLEDGES  THAT THE LOAN  EVIDENCED BY THIS NOTE IS A COMMERCIAL  TRANSACTION
AND WAIVES ITS RIGHT TO NOTICE AND  HEARING  AND TO THE  POSTING OF A BOND UNDER
CHAPTER 902A OF THE CONNECTICUT GENERAL STATUTES, OR AS OTHERWISE ALLOWED BY ANY
STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER MAY
DESIRE TO USE. 15. Waiver of Jury Trial.

     BORROWER AND BANK MUTUALLY HEREBY  ACKNOWLEDGE  KNOWINGLY,  VOLUNTARILY AND
INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM  BASED
HEREON,  ARISING OUT OF,  UNDER OR IN  CONNECTION  WITH [THIS NOTE] OR ANY OTHER
LOAN DOCUMENTS  CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE
OF  CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS  (WHETHER  VERBAL OR  WRITTEN) OR
ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL  INDUCEMENT FOR BANK TO
ACCEPT [THIS NOTE] AND MAKE THE LOAN.
<PAGE>
     16.  Governing Law. This Note shall be governed by the laws of the State of
Connecticut, without regard to rules pertaining to conflicts of law.

     17. Right of Bank to Pledge Rights.  Bank may at any time pledge all or any
portion of its rights  under the loan  documents  including  any  portion of the
promissory  note to any of the twelve (12) Federal Reserve Banks organized under
Section 4 of the Federal Reserve Act, 12 U.S.C.  Section 341.  No such pledge or
enforcement  thereof  shall release Bank from its  obligations  under any of the
loan documents.
                                              SWISS ARMY BRANDS, INC.


                                              By /s/ Thomas M. Lupinski
                                                Its Senior Vice President
                                                Chief Vice President &
                                                Chief Financial Officier