<PAGE>
                                                                   EXHIBIT 10.1

                               FLEET NATIONAL BANK

                                 PROMISSORY NOTE

$11,000,000.00                                               As of June 24, 2003


      ON DEMAND, but no later than June 20, 2004 (the "Maturity Date"), for
value received, MOVADO GROUP, INC., having its principal office at 650 From
Road, Paramus, New Jersey 07652 (the "Borrower"), promises to pay to the order
of FLEET NATIONAL BANK, having an office at 1185 Avenue of the Americas, New
York, New York, 10036 (the "Bank"), at such office of the Bank or at such other
place as the holder hereof may from time to time appoint in writing, in lawful
money of the United States of America in immediately available funds, the
principal sum of Eleven Million and 00/100 ($11,000,000.00) Dollars or such
lesser amount as may then be the aggregate unpaid principal balance of all loans
made by the Bank to the Borrower hereunder (each a "Loan" and collectively the
"Loans") as shown on the schedule attached to and made a part of this Note. The
Borrower also promises to pay interest (computed on the basis of a 360 day year
for actual days elapsed) at said office in like money on the unpaid principal
amount of each Loan from time to time outstanding at a rate per annum, to be
elected by the Borrower at the time each Loan is made, equal to either (i) a
fluctuating rate equal to the Prime Rate, which rate will change when and as the
Prime Rate changes and which such changes in the rate of interest resulting from
changes in the Prime Rate shall take effect immediately without notice or demand
of any kind (a Loan bearing interest at this rate is sometimes hereinafter
called a "Prime Loan"), or (ii) a fixed rate as may be agreed upon between the
Borrower and the Bank (an "Agreed Rate") for an Interest Period which is also
then agreed upon (a Loan bearing interest at this rate is sometimes hereinafter
called an "Agreed Rate Loan"); provided, however, that (a) no Interest Period
with respect to an Agreed Rate Loan shall extend beyond the Maturity Date, (b)
if any Interest Period would otherwise end on a day which is not a Business Day,
that Interest Period shall be extended to the next succeeding Business Day and
(c) if prior to the end of any such Interest Period of an Agreed Rate Loan the
Borrower and the Bank fail to agree upon a new Interest Period therefor so as to
maintain such Loan as an Agreed Rate Loan within the pertinent time set forth in
Section 1 hereof, such Agreed Rate Loan shall automatically be converted into a
Prime Loan at the end of such Interest Period and shall be maintained as such
until a new Interest Period therefor is agreed upon. Interest on each Loan shall
be payable monthly on the first day of each month commencing the first such day
to occur after a Loan is made hereunder and, together with principal, on the
Maturity Date. Interest on Agreed Rate Loans shall also be payable on the last
day of each Interest Period applicable thereto. The Borrower further agrees that
upon and following an Event of Default and/or after any stated or any
accelerated maturity of Loans hereunder, all Loans shall bear interest (computed
daily) at, (i) with respect to Agreed Rate Loans, a rate equal to the greater of
4% per annum in excess of the rate then applicable to Agreed Rate Loans and 4%
per annum in excess of the rate then applicable to Prime Loans, payable on
demand, and (ii) with respect to Prime
<PAGE>
Loans, a rate equal to 4% per annum in excess of the rate then applicable to
Prime Loans, payable on demand. Furthermore, if the entire amount of any
principal and/or interest required to be paid pursuant to this Note is not paid
in full within ten (10) days after the same is due, the Borrower shall further
pay to the Bank a late fee equal to five percent (5%) of the required payment.
In no event shall interest payable hereunder be in excess of the maximum rate of
interest permitted under applicable law. If any payment to be so made hereunder
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day and, to the extent permitted by
applicable law, interest thereon shall be payable at the then applicable rate
during such extension.

      All payments made in connection with this Note shall be in lawful money of
the United States in immediately available funds without counterclaim or setoff
and free and clear of and without any deduction or withholding for, any taxes or
other payments. All such payments shall be applied first to the payment of all
fees, expenses and other amounts due to the Bank (excluding principal and
interest), then to accrued interest, and the balance on account of outstanding
principal; provided, however, that after the occurrence of an Event of Default,
payments will be applied to the obligations of the Borrower to the Bank as the
Bank determines in its sole discretion. The Borrower hereby expressly authorizes
the Bank to record on the attached schedule the amount and date of each Loan,
the rate of interest thereon, Interest Period thereof and the date and amount of
each payment of principal. All such notations shall be presumptive as to the
correctness thereof; provided, however, the failure of the Bank to make any such
notation shall not limit or otherwise affect the obligations of the Borrower
under this Note.

      In consideration of the granting of the Loans evidenced by this Note, the
Borrower hereby agrees as follows:

      1. Loan Requests. Requests for Prime Loans and Agreed Rate Loans may be
made up until 1 p.m. on the date the Loan is to be made. Any request for a Loan
must be written. The Bank shall have no obligation to make any Loan hereunder.

      2. Prepayment. The Borrower may prepay any Prime Loan at any time in whole
or in part without premium or penalty. Each such prepayment shall be made
together with interest accrued thereon to and including the date of prepayment.
The Borrower may prepay an Agreed Rate Loan only upon at least three (3)
Business Days prior written notice to the Bank (which notice shall be
irrevocable) and any such prepayment shall occur only on the last day of the
Interest Period for such Agreed Rate Loan.

      3. Indemnity; Yield Protection. The Borrower shall pay to the Bank, upon
request of the Bank, such amount or amounts as shall be sufficient (in the
reasonable opinion of the Bank) to compensate it for any loss, cost, or expense
incurred as a result of: (i) any payment of an Agreed Rate Loan on a date other
than the last day of the Interest Period for such Loan; (ii) any failure by
Borrower to borrow an Agreed Rate Loan on the date specified by Borrower's
written notice; (iii) any failure of Borrower to pay an Agreed


                                       -2-
<PAGE>
Rate Loan on the date for payment specified in Borrower's written notice.
Without limiting the foregoing, Borrower shall pay to Bank a "yield maintenance
fee" in an amount computed as follows: The current rate for United States
Treasury securities (bills on a discounted basis shall be converted to a bond
equivalent) with a maturity date closest to the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made, shall be subtracted from
Cost of Funds 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 securities rate and the number of days remaining in the term
chosen pursuant to the Fixed Rate Election as to which prepayment is made. The
resulting amount shall be the yield maintenance fee due to Bank upon the payment
of an Agreed Rate Loan. Each reference in this paragraph to "Fixed Rate
Election" shall mean the election by Borrower of Loan to bear interest based on
an Agreed Rate. If by reason of an Event of Default, the Bank elects to declare
the Loans and/or the Note to be immediately due and payable, then any yield
maintenance fee with respect to an Agreed Rate Loan shall become due and payable
in the same manner as though the Borrower has exercised such right of
prepayment.

      For the purpose of this Section 3 the determination by the Bank of such
losses and reasonable expenses shall be conclusive if made reasonably and in
good faith.

      4. Increased Costs. If the Bank determines that the effect of any
applicable law or government regulation, guideline or order or the
interpretation thereof by any governmental authority charged with the
administration thereof (such as, for example, a change in official reserve
requirements which the Bank is required to maintain in respect of loans or
deposits or other funds procured for funding such loans) is to increase the cost
to the Bank of making or continuing Agreed Rate Loans hereunder or to reduce the
amount of any payment of principal or interest receivable by the Bank thereon,
then the Borrower will pay to the Bank on demand such additional amounts as the
Bank may determine to be required to compensate the Bank for such additional
costs or reduction. Any additional payment under this section will be computed
from the effective date at which such additional costs have to be borne by the
Bank. A certificate as to any additional amounts payable pursuant to this
Section 4 setting forth the basis and method of determining such amounts shall
be conclusive, absent manifest error, as to the determination by the Bank set
forth therein if made reasonably and in good faith. The Borrower shall pay any
amounts so certified to it by the Bank within 10 days of receipt of any such
certificate.

      5. Warranties and Representations. The Borrower represents and warrants
that: a) it is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and is qualified to do
business and is in good standing under the laws of every state where its failure
to so qualify would have a material and adverse effect on the business,
operations, property or other condition of the Borrower; b) the execution,


                                       -3-
<PAGE>
issuance and delivery of this Note by the Borrower are within its corporate
powers and have been duly authorized, and the Note is valid, binding and
enforceable in accordance with its terms, and is not in violation of law or of
the terms of the Borrower's Certificate of Incorporation or By-Laws and does not
result in the breach of or constitute a default under any indenture, agreement
or undertaking to which the Borrower is a party or by which it or its property
may be bound or affected; c) no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
is required for the due execution, delivery and performance by the Borrower of
this Note, except those as have been obtained; d) the financial statements of
the Borrower heretofore furnished to the Bank are complete and correct and
fairly represent the financial condition of the Borrower and its subsidiaries as
at the dates thereof and for the periods covered thereby, which financial
condition has not materially, adversely, changed since the date of the most
recently dated balance sheet heretofore furnished to the Bank; e) no Event of
Default (as hereinafter defined) has occurred and no event has occurred which
with the giving of notice or the lapse of time or both would constitute an Event
of Default; f) the Borrower shall not use any part of the proceeds of any Loan
to purchase or carry any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System or to extend credit to others
for the purpose of purchasing or carrying any margin stock; g) there is no
pending or, to the knowledge of the Borrower, threatened action or proceeding
affecting the Borrower before any court, governmental agency or arbitrator
which, if determined adversely to the Borrower would have a materially adverse
effect on the financial condition or operations of the Borrower except as
described in the financial statements of the Borrower heretofore furnished to
the Bank; and h) on the occasion of the granting of each Loan all
representations and warranties contained herein shall be true and correct and
with the same force and effect as though such representations and warranties had
been made on and as of the date of the making of each such Loan.

      6. Events of Default. Upon the occurrence of any of the following
specified events of default (each an "Event of Default"): a) default in making
any payment of principal, interest, or any other sum payable under this Note
when due; or b) default by the Borrower or any Guarantor (i) of any other
obligation hereunder or (ii) in the due payment of any other obligation owing to
the Bank or (iii) under any other document, instrument and/or agreement with or
in favor of the Bank; or c) default by Borrower or any Guarantor in the due
payment of any other indebtedness for borrowed money or default in the
observance or performance of any covenant or condition contained in any
agreement or instrument evidencing, securing, or relating to any such
indebtedness, which causes or permits the acceleration of the maturity thereof;
or d) any representation or warranty made by the Borrower herein or in any
certificate furnished by the Borrower in connection with the Loans evidenced
hereby or pursuant to the provisions hereof, proves untrue in any material
respect; or e) the Borrower or any Guarantor becomes insolvent or bankrupt, is
generally not paying its debts as they become due, or makes an assignment for
the benefit of creditors, or a trustee or receiver is appointed for the Borrower
or any Guarantor or for the greater part of the properties of the Borrower or
any Guarantor with the consent of the Borrower or any such Guarantor, or if
appointed without the consent of the Borrower or any such Guarantor, such
trustee or receiver is not discharged within 30 days, or


                                       -4-
<PAGE>
bankruptcy, reorganization, liquidation or similar proceedings are instituted by
or against the Borrower or any Guarantor under the laws of any jurisdiction, and
if instituted against the Borrower or any such Guarantor are consented to by it
or remain undismissed for 30 days, or a writ or warrant of attachment or similar
process shall be issued against a substantial part of the property of the
Borrower or any Guarantor not in the possession of the Bank and same shall not
be released or bonded within 30 days after levy; or f) any garnishment, levy,
writ or warrant of attachment or similar process shall be issued and served
against the Bank, which garnishment, levy, writ or warrant of attachment or
similar process relates to property of the Borrower or any Guarantor in the
possession of the Bank; or g) mortgage or pledge of, creation of a security
interest in, any assets of the Borrower, other than security interests in favor
of the Bank; or h) the incurrence by the Borrower of any indebtedness for
borrowed money, other than obligations owing to the Bank; i) the Bank shall have
determined, in its sole discretion, that one or more conditions exist or events
have occurred which have resulted or may result in a material adverse change in
the business, properties or financial condition of the Borrower or any Guarantor
as determined in the sole discretion of the Bank or one or more other conditions
exist or events have occurred with respect to the Borrower or any Guarantor
which the Bank deems materially adverse; then, in any such event, and at any
time thereafter, if any Event of Default shall then be continuing, the Bank may
declare the principal and the accrued interest in respect of all Loans under
this Note to be, whereupon the Note shall become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived by the Borrower.

      7. Set off. At any time, without demand or notice (any such notice being
expressly waived by the Borrower), the Bank may setoff any and all deposits,
credits, collateral and property, now or hereafter in the possession, custody,
safekeeping or control of the Bank or any entity under the control of
FleetBoston Financial Corporation and its successors or assigns, or in transit
to any of them, or any part thereof and apply same to any of the Liabilities or
obligations of the Borrower or any Guarantor even though unmatured and
regardless of the adequacy of any other collateral securing the Liabilities. ANY
AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH
RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED. The term "Liabilities" shall include this Note and all other
indebtedness and obligations and liabilities of any kind of the Borrower to the
Bank, now or hereafter existing, arising directly between the Borrower and the
Bank or acquired by assignment, conditionally or as collateral security by the
Bank, absolute or contingent, joint and/or several, secure or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, direct or indirect, including, but without
limiting the generality of the foregoing, indebtedness, obligations or
liabilities to the Bank of the Borrower as a member of any partnership,
syndicate, association or other group, and whether incurred by the Borrower as
principal, surety, endorser, guarantor, accommodation party or otherwise.


                                       -5-
<PAGE>
      8. Definitions. As used herein:

            (a) "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banks in the State of New York are authorized or
required to close under the laws of the State of New York and to the extent
"Business Day" is used in the context of any other specific city it shall mean
any date on which commercial banks are open for business in that city.

            (b) "Cost of Funds" means the per annum rate of interest which the
Bank is required to pay, or is offering to pay, for wholesale liabilities,
adjusted for reserve requirements and such other requirements as may be imposed
by federal, state or local government and regulatory agencies, as determined by
the Bank.

            (c) "Guarantors" shall mean all active domestic subsidiaries of the
Borrower.

            (d) "Interest Period" means that period selected by the Borrower,
within the limitations of the first paragraph of this Note, during which an
Agreed Rate Loan may bear interest at an Agreed Rate.

            (e) "Loan Documents" means this Note, and each document, instrument
or agreement executed pursuant hereto or thereto or in connection herewith or
therewith, together with each other document, instrument or agreement made with
or in favor of the Bank.

            (f) "Prime Rate" means the variable per annum rate of interest so
designated from time to time by the Bank as its prime rate. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate being
charged to any customer.

      9. Miscellaneous.

            (a) The Borrower shall pay on demand all expenses of the Bank in
connection with the preparation, administration, default, collection, waiver or
amendment of this Note or any of the other Loan Documents, and/or in connection
with Bank's exercise, preservation or enforcement of any of its rights, remedies
or options hereunder and/or thereunder, including, without limitation, fees of
outside legal counsel or the allocated costs of in-house legal counsel,
accounting, consulting, brokerage or other similar professional fees or
expenses, and any fees or expenses associated with travel or other costs
relating to any appraisals or examinations conducted in connection with the
Liabilities or any collateral therefor, and the amount of all such expenses
shall, until paid, bear interest at the rate applicable to principal hereunder
(including any default rate) and be an obligation secured by any collateral.

            (b) No modification or waiver of any provision of this Note shall be
effective unless such modification or waiver shall be in writing and signed by a
duly


                                      -6-
<PAGE>
authorized officer of the Bank, and the same shall then be effective only for
the period and on the conditions and for the specific instances specified in
such writing. No failure or delay by the Bank in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any rights, power or privilege.

            (c) The Borrower hereby waives presentment, demand for payment,
notice of protest, notice of dishonor, and any and all other notices or demands
except as otherwise expressly provided for herein.

            (d) This Note and the other Loan Documents shall be construed in
accordance with and governed by the laws of the State of New York (excluding the
laws applicable to conflicts or choice of law). The Borrower agrees that any
suit for the enforcement of this Note or any of the other Loan Documents may be
brought in the courts of the State of New York or any Federal court sitting
therein and consents to the nonexclusive jurisdiction of such court and service
of process in any such suit being made upon the Borrower by mail at the address
set forth in the first paragraph of this Note. The Borrower hereby waives any
objection that it may now or hereafter have to the venue of any such suit or any
such court or that such suit is brought in an inconvenient forum.

            (e) The Bank may at any time pledge all or any portion of its rights
under this Note and the other Loan Documents 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 the Bank from
its obligations under any of such loan documents.

            (f) All agreements between the Borrower (and each Guarantor and each
other party obligated for payment on this Note) and the Bank are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of maturity of the indebtedness evidenced hereby or
otherwise, shall the amount paid or agreed to be paid to the Bank for the use or
the forbearance of the indebtedness evidenced hereby exceed the maximum
permissible under applicable law. As used herein, the term "applicable law"
shall mean the law in effect as of the date hereof provided, however, that in
the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
the Borrower and the Bank in the execution, delivery and acceptance of this Note
to contract in strict compliance with the laws of the State of New York from
time to time in effect. If, under or from any circumstances whatsoever,
fulfillment of any provision hereof or of any of the Loan Documents at the time
of performance of such provision shall be due, shall involve transcending the
limit of such validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity, and if
under or from circumstances whatsoever the Bank should ever receive as interest
an amount which would exceed the highest lawful rate, such amount which would be
excessive interest shall be applied to the reduction of the principal balance
evidenced hereby and not to


                                       -7-
<PAGE>
the payment of interest. This provision shall control every other provision of
all agreements between the Borrower, each Guarantor, each other party obligated
on this Note and the Bank.

            (g) THE BORROWER AND THE BANK (BY ACCEPTANCE OF THIS NOTE) MUTUALLY
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY
JURY, AND THE BORROWER WAIVES THE RIGHT TO INTERPOSE ANY SET-OFF OR
COUNTERCLAIM, IN EACH CASE IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE AND/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, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE BANK RELATING TO THE ADMINISTRATION OF THE LOANS OR
ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT
THIS NOTE AND MAKE THE LOANS.

            (h) Upon receipt of an affidavit of an officer of the Bank as to the
loss, theft, destruction or mutilation of this Note or any other Loan Document
which is not of public record, and, in the case of any such loss, theft,
destruction or mutilation, upon surrender and cancellation of such Note or other
security document, the Borrower will issue, in lieu thereof, a replacement Note
or other security document in the same principal amount thereof and otherwise of
like tenor.

            (i) The Bank shall have the unrestricted right at any time and from
time to time, and without the consent of or notice to the Borrower or any other
party obligated on this Note, to grant to one or more banks or other financial
institutions (each, a "Participant") participating interests in any obligation
of the Bank to extend credit to the Borrower and/or any or all of the
Liabilities held by the Bank. In the event of any such grant by the Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrower, the Bank shall remain responsible for the performance of its
obligations hereunder and the Borrower shall continue to deal solely and
directly with the Bank in connection with the Bank's rights and obligations
hereunder. The Bank may furnish any information concerning the Borrower in its
possession from time to time to prospective assignees and Participants, provided
that


                                       -8-
<PAGE>
the Bank shall require any such prospective assignee or Participant to agree in
writing to maintain the confidentiality of such information.

            (j) This Note shall be binding upon and inure to the benefit of the
Borrower, the Bank, all future holders of this Note and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights under this Note without the prior written consent of the Bank. The
term "Bank" as used herein shall be deemed to include the Bank and its
successors, endorsees and assigns. The Bank shall have the unrestricted right at
any time or from time to time, and without the Borrower's consent, to assign all
or any portion of its rights and obligations hereunder and/or under any of the
other Loan Documents to one or more banks or other financial institutions (each,
an "Assignee"), and the Borrower agrees that it shall execute, or cause to be
executed, such documents, including without limitation, amendments to this Note
and to any other documents, instruments and agreements executed in connection
herewith as the Bank shall deem necessary to effect the foregoing. In addition,
at the request of the Bank and any such Assignee, the Borrower shall issue one
or more new promissory notes, as applicable, to any such Assignee and, if the
Bank has retained any of its rights and obligations hereunder following such
assignment, to the Bank, which new promissory notes shall be issued in
replacement of, but not in discharge of, the liability evidenced by the
promissory note held by the Bank prior to such assignment and shall reflect the
amount of Loans held by such Assignee and the Bank after giving effect to such
assignment. Upon the execution and delivery of appropriate assignment
documentation, amendments and any other documentation required by the Bank in
connection with such assignment, and the payment by Assignee of the purchase
price agreed to by the Bank, and such Assignee, such Assignee shall be a party
to this Agreement and shall have all of the rights and obligations of the Bank
hereunder and under each other assigned Loan Document (and under any and all
other guaranties, documents, instruments and agreements executed in connection
herewith) to the extent that such rights and obligations have been assigned by
the Bank pursuant to the assignment documentation between the Bank and such
Assignee, and the Bank shall be released from its obligations hereunder and
thereunder to a corresponding extent.

            (k) This Note and the other Loan Documents are intended by the
parties as the final, complete and exclusive statement of the transactions
evidenced thereby. All prior or contemporaneous promises, agreements and
understandings, whether oral or written, are deemed to be superceded by this
Note and such other Loan Documents, and no party is relying on any promise,
agreement or understanding not set forth in this Note or such other Loan
Documents. Neither this Note nor any of such other Loan Documents may be amended
or modified except by a written instrument describing such amendment or
modification executed by the Borrower and the Bank.

            (L) This Note shall replace and supersede the Promissory Note made
by the Borrower to the order of the Bank dated as of June 12, 2003 (the "Prior
Note"); provided, however, that the execution and delivery of this Note shall
not in any circumstance be deemed to have terminated, extinguished or discharged
the Borrower's indebtedness under such Prior Note, all of which indebtedness
shall continue under and be


                                       -9-
<PAGE>
governed by this Note and the documents, instruments and agreements executed
pursuant hereto or in connection herewith. This Note is a replacement,
consolidation, amendment and restatement of the Prior Note and IS NOT A
NOVATION. The Borrower shall also pay and this Note shall also evidence any and
all unpaid interest on all Loans made by the Bank to the Borrower pursuant to
Prior Note, and at the interest rate specified therein, for which this Note has
been issued as replacement therefor.

                                    MOVADO GROUP, INC.



                                    By:
                                       -----------------------------------------
                                       Name:  /s/ Frank V. Kimick
                                              Frank V. Kimick
                                       Title: Vice President and Treasurer


                                      -10-
<PAGE>
                        LOAN AND REPAYMENT SCHEDULE
                 PROMISSORY NOTE DATED AS OF JUNE 24, 2003
                             MOVADO GROUP, INC.
                             to FLEET NATIONAL BANK

<TABLE>
<CAPTION>
                                Last Day
                                of          Amount of     Unpaid
         Amount     Rate of     Interest    Principal     Principal     Notation
Date     of Loan    Interest    Period      Repayment     Balance       Made By
--------------------------------------------------------------------------------
<S>      <C>        <C>         <C>         <C>           <C>           <C>

</TABLE>

<PAGE>

                               FLEET NATIONAL BANK

                              AMENDED AND RESTATED
                                 PROMISSORY NOTE

$11,500,000.00                                             As of July 28, 2003

         ON DEMAND, but no later than June 20, 2004 (the "Maturity Date"), for
value received, MOVADO GROUP, INC., having its principal office at 650 From
Road, Paramus, New Jersey 07652 (the "Borrower"), promises to pay to the order
of FLEET NATIONAL BANK, having an office at 1185 Avenue of the Americas, New
York, New York, 10036 (the "Bank"), at such office of the Bank or at such other
place as the holder hereof may from time to time appoint in writing, in lawful
money of the United States of America in immediately available funds, the
principal sum of ELEVEN MILLION FIVE HUNDRED THOUSAND and 00/100
($11,500,000.00) Dollars or such lesser amount as may then be the aggregate
unpaid principal balance of all loans made by the Bank to the Borrower hereunder
(each a "Loan" and collectively the "Loans") as shown on the schedule attached
to and made a part of this Note. The Borrower also promises to pay interest
(computed on the basis of a 360 day year for actual days elapsed) at said office
in like money on the unpaid principal amount of each Loan from time to time
outstanding at a rate per annum, to be elected by the Borrower at the time each
Loan is made, equal to either (i) a fluctuating rate equal to the Prime Rate,
which rate will change when and as the Prime Rate changes and which such changes
in the rate of interest resulting from changes in the Prime Rate shall take
effect immediately without notice or demand of any kind (a Loan bearing interest
at this rate is sometimes hereinafter called a "Prime Loan"), or (ii) a fixed
rate as may be agreed upon between the Borrower and the Bank (an "Agreed Rate")
for an Interest Period which is also then agreed upon (a Loan bearing interest
at this rate is sometimes hereinafter called an "Agreed Rate Loan"); provided,
however, that (a) no Interest Period with respect to an Agreed Rate Loan shall
extend beyond the Maturity Date, (b) if any Interest Period would otherwise end
on a day which is not a Business Day, that Interest Period shall be extended to
the next succeeding Business Day and (c) if prior to the end of any such
Interest Period of an Agreed Rate Loan the Borrower and the Bank fail to agree
upon a new Interest Period therefor so as to maintain such Loan as an Agreed
Rate Loan within the pertinent time set forth in Section 1 hereof, such Agreed
Rate Loan shall automatically be converted into a Prime Loan at the end of such
Interest Period and shall be maintained as such until a new Interest Period
therefor is agreed upon. Interest on each Loan shall be payable monthly on the
first day of each month commencing the first such day to occur after a Loan is
made hereunder and, together with principal, on the Maturity Date. Interest on
Agreed Rate Loans shall also be payable on the last day of each Interest Period
applicable thereto. The Borrower further agrees that upon and following an Event
of Default and/or after any stated or any accelerated maturity of Loans
hereunder, all Loans shall bear interest (computed daily) at, (i) with respect
to Agreed Rate Loans, a rate equal to the greater of 4% per annum in excess of
the rate then applicable to Agreed Rate Loans

Exhibit 10.1 Note July 20031

<PAGE>

and 4% per annum in excess of the rate then applicable to Prime Loans, payable
on demand, and (ii) with respect to Prime Loans, a rate equal to 4% per annum in
excess of the rate then applicable to Prime Loans, payable on demand.
Furthermore, if the entire amount of any principal and/or interest required to
be paid pursuant to this Note is not paid in full within ten (10) days after the
same is due, the Borrower shall further pay to the Bank a late fee equal to five
percent (5%) of the required payment. In no event shall interest payable
hereunder be in excess of the maximum rate of interest permitted under
applicable law. If any payment to be so made hereunder becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day and, to the extent permitted by applicable law, interest
thereon shall be payable at the then applicable rate during such extension.

         All payments made in connection with this Note shall be in lawful money
of the United States in immediately available funds without counterclaim or
setoff and free and clear of and without any deduction or withholding for, any
taxes or other payments. All such payments shall be applied first to the payment
of all fees, expenses and other amounts due to the Bank (excluding principal and
interest), then to accrued interest, and the balance on account of outstanding
principal; provided, however, that after the occurrence of an Event of Default,
payments will be applied to the obligations of the Borrower to the Bank as the
Bank determines in its sole discretion. The Borrower hereby expressly authorizes
the Bank to record on the attached schedule the amount and date of each Loan,
the rate of interest thereon, Interest Period thereof and the date and amount of
each payment of principal. All such notations shall be presumptive as to the
correctness thereof; provided, however, the failure of the Bank to make any such
notation shall not limit or otherwise affect the obligations of the Borrower
under this Note.

         In consideration of the granting of the Loans evidenced by this Note,
the Borrower hereby agrees as follows:

         1.       Loan Requests. Requests for Prime Loans and Agreed Rate Loans
may be made up until 1 p.m. on the date the Loan is to be made. Any request for
a Loan must be written. The Bank shall have no obligation to make any Loan
hereunder.

         2.       Prepayment. The Borrower may prepay any Prime Loan at any time
in whole or in part without premium or penalty. Each such prepayment shall be
made together with interest accrued thereon to and including the date of
prepayment. The Borrower may prepay an Agreed Rate Loan only upon at least three
(3) Business Days prior written notice to the Bank (which notice shall be
irrevocable) and any such prepayment shall occur only on the last day of the
Interest Period for such Agreed Rate Loan.

         3.       Indemnity; Yield Protection. The Borrower shall pay to the
Bank, upon request of the Bank, such amount or amounts as shall be sufficient
(in the reasonable opinion of the Bank) to compensate it for any loss, cost, or
expense incurred as a result of: (i) any payment of an Agreed Rate Loan on a
date other than the last day of the Interest Period for such Loan; (ii) any
failure by Borrower to borrow an Agreed Rate Loan on the

                                     - 2 -
<PAGE>

date specified by Borrower's written notice; (iii) any failure of Borrower to
pay an Agreed Rate Loan on the date for payment specified in Borrower's written
notice. Without limiting the foregoing, Borrower shall pay to Bank a "yield
maintenance fee" in an amount computed as follows: The current rate for United
States Treasury securities (bills on a discounted basis shall be converted to a
bond equivalent) with a maturity date closest to the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made, shall be subtracted from
Cost of Funds 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 securities rate and the number of days remaining in the term
chosen pursuant to the Fixed Rate Election as to which prepayment is made. The
resulting amount shall be the yield maintenance fee due to Bank upon the payment
of an Agreed Rate Loan. Each reference in this paragraph to "Fixed Rate
Election" shall mean the election by Borrower of Loan to bear interest based on
an Agreed Rate. If by reason of an Event of Default, the Bank elects to declare
the Loans and/or the Note to be immediately due and payable, then any yield
maintenance fee with respect to an Agreed Rate Loan shall become due and payable
in the same manner as though the Borrower has exercised such right of
prepayment.

         For the purpose of this Section 3 the determination by the Bank of such
losses and reasonable expenses shall be conclusive if made reasonably and in
good faith.

         4.       Increased Costs. If the Bank determines that the effect of any
applicable law or government regulation, guideline or order or the
interpretation thereof by any governmental authority charged with the
administration thereof (such as, for example, a change in official reserve
requirements which the Bank is required to maintain in respect of loans or
deposits or other funds procured for funding such loans) is to increase the cost
to the Bank of making or continuing Agreed Rate Loans hereunder or to reduce the
amount of any payment of principal or interest receivable by the Bank thereon,
then the Borrower will pay to the Bank on demand such additional amounts as the
Bank may determine to be required to compensate the Bank for such additional
costs or reduction. Any additional payment under this section will be computed
from the effective date at which such additional costs have to be borne by the
Bank. A certificate as to any additional amounts payable pursuant to this
Section 4 setting forth the basis and method of determining such amounts shall
be conclusive, absent manifest error, as to the determination by the Bank set
forth therein if made reasonably and in good faith. The Borrower shall pay any
amounts so certified to it by the Bank within 10 days of receipt of any such
certificate.

         5.       Warranties and Representations. The Borrower represents and
warrants that: a) it is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation and is qualified
to do business and is in good standing under the laws of every state where its
failure to so qualify would have a material and adverse effect on

                                     - 3 -
<PAGE>

the business, operations, property or other condition of the Borrower; b) the
execution, issuance and delivery of this Note by the Borrower are within its
corporate powers and have been duly authorized, and the Note is valid, binding
and enforceable in accordance with its terms, and is not in violation of law or
of the terms of the Borrower's Certificate of Incorporation or By-Laws and does
not result in the breach of or constitute a default under any indenture,
agreement or undertaking to which the Borrower is a party or by which it or its
property may be bound or affected; c) no authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Borrower of this Note, except those as have been obtained; d) the financial
statements of the Borrower heretofore furnished to the Bank are complete and
correct and fairly represent the financial condition of the Borrower and its
subsidiaries as at the dates thereof and for the periods covered thereby, which
financial condition has not materially, adversely, changed since the date of the
most recently dated balance sheet heretofore furnished to the Bank; e) no Event
of Default (as hereinafter defined) has occurred and no event has occurred which
with the giving of notice or the lapse of time or both would constitute an Event
of Default; f) the Borrower shall not use any part of the proceeds of any Loan
to purchase or carry any margin stock within the meaning of Regulation U of the
Board of Governors of the Federal Reserve System or to extend credit to others
for the purpose of purchasing or carrying any margin stock; g) there is no
pending or, to the knowledge of the Borrower, threatened action or proceeding
affecting the Borrower before any court, governmental agency or arbitrator
which, if determined adversely to the Borrower would have a materially adverse
effect on the financial condition or operations of the Borrower except as
described in the financial statements of the Borrower heretofore furnished to
the Bank; and h) on the occasion of the granting of each Loan all
representations and warranties contained herein shall be true and correct and
with the same force and effect as though such representations and warranties had
been made on and as of the date of the making of each such Loan.

         6.       Events of Default. Upon the occurrence of any of the following
specified events of default (each an "Event of Default"): a) default in making
any payment of principal, interest, or any other sum payable under this Note
when due; or b) default by the Borrower or any Guarantor (i) of any other
obligation hereunder or (ii) in the due payment of any other obligation owing to
the Bank or (iii) under any other document, instrument and/or agreement with or
in favor of the Bank; or c) default by Borrower or any Guarantor in the due
payment of any other indebtedness for borrowed money or default in the
observance or performance of any covenant or condition contained in any
agreement or instrument evidencing, securing, or relating to any such
indebtedness, which causes or permits the acceleration of the maturity thereof;
or d) any representation or warranty made by the Borrower herein or in any
certificate furnished by the Borrower in connection with the Loans evidenced
hereby or pursuant to the provisions hereof, proves untrue in any material
respect; or e) the Borrower or any Guarantor becomes insolvent or bankrupt, is
generally not paying its debts as they become due, or makes an assignment for
the benefit of creditors, or a trustee or receiver is appointed for the Borrower
or any Guarantor or for the greater part of the properties of the Borrower or
any Guarantor with the consent of the Borrower or any such Guarantor, or if
appointed without the consent of the Borrower or

                                     - 4 -
<PAGE>

any such Guarantor, such trustee or receiver is not discharged within 30 days,
or bankruptcy, reorganization, liquidation or similar proceedings are instituted
by or against the Borrower or any Guarantor under the laws of any jurisdiction,
and if instituted against the Borrower or any such Guarantor are consented to by
it or remain undismissed for 30 days, or a writ or warrant of attachment or
similar process shall be issued against a substantial part of the property of
the Borrower or any Guarantor not in the possession of the Bank and same shall
not be released or bonded within 30 days after levy; or f) any garnishment,
levy, writ or warrant of attachment or similar process shall be issued and
served against the Bank, which garnishment, levy, writ or warrant of attachment
or similar process relates to property of the Borrower or any Guarantor in the
possession of the Bank; or g) mortgage or pledge of, creation of a security
interest in, any assets of the Borrower, other than security interests in favor
of the Bank; or h) the incurrence by the Borrower of any indebtedness for
borrowed money, other than obligations owing to the Bank; i) the Bank shall have
determined, in its sole discretion, that one or more conditions exist or events
have occurred which have resulted or may result in a material adverse change in
the business, properties or financial condition of the Borrower or any Guarantor
as determined in the sole discretion of the Bank or one or more other conditions
exist or events have occurred with respect to the Borrower or any Guarantor
which the Bank deems materially adverse; then, in any such event, and at any
time thereafter, if any Event of Default shall then be continuing, the Bank may
declare the principal and the accrued interest in respect of all Loans under
this Note to be, whereupon the Note shall become, immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are expressly waived by the Borrower.

         7.       Set off. At any time, without demand or notice (any such
notice being expressly waived by the Borrower), the Bank may setoff any and all
deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of the Bank or any entity under the control of
FleetBoston Financial Corporation and its successors or assigns, or in transit
to any of them, or any part thereof and apply same to any of the Liabilities or
obligations of the Borrower or any Guarantor even though unmatured and
regardless of the adequacy of any other collateral securing the Liabilities. ANY
AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH
RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER OR ANY GUARANTOR ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED. The term "Liabilities" shall include this Note and all other
indebtedness and obligations and liabilities of any kind of the Borrower to the
Bank, now or hereafter existing, arising directly between the Borrower and the
Bank or acquired by assignment, conditionally or as collateral security by the
Bank, absolute or contingent, joint and/or several, secure or unsecured, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, direct or indirect, including, but without
limiting the generality of the foregoing, indebtedness, obligations or
liabilities to the Bank of the Borrower as a member of any partnership,
syndicate, association or other group, and whether incurred by the Borrower as
principal, surety, endorser, guarantor, accommodation party or otherwise.

                                     - 5 -
<PAGE>

         8.       Definitions. As used herein:

                  (a)      "Business Day" means a day other than a Saturday,
Sunday or other day on which commercial banks in the State of New York are
authorized or required to close under the laws of the State of New York and to
the extent "Business Day" is used in the context of any other specific city it
shall mean any date on which commercial banks are open for business in that
city.

                  (b)      "Cost of Funds" means the per annum rate of interest
which the Bank is required to pay, or is offering to pay, for wholesale
liabilities, adjusted for reserve requirements and such other requirements as
may be imposed by federal, state or local government and regulatory agencies, as
determined by the Bank.

                  (c)      "Guarantors" shall mean all active domestic
subsidiaries of the Borrower.

                  (d)      "Interest Period" means that period selected by the
Borrower, within the limitations of the first paragraph of this Note, during
which an Agreed Rate Loan may bear interest at an Agreed Rate.

                  (e)      "Loan Documents" means this Note, and each document,
instrument or agreement executed pursuant hereto or thereto or in connection
herewith or therewith, together with each other document, instrument or
agreement made with or in favor of the Bank.

                  (f)      "Prime Rate" means the variable per annum rate of
interest so designated from time to time by the Bank as its prime rate. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate being charged to any customer.

         9.       Miscellaneous.

                  (a)      The Borrower shall pay on demand all expenses of the
Bank in connection with the preparation, administration, default, collection,
waiver or amendment of this Note or any of the other Loan Documents, and/or in
connection with Bank's exercise, preservation or enforcement of any of its
rights, remedies or options hereunder and/or thereunder, including, without
limitation, fees of outside legal counsel or the allocated costs of in-house
legal counsel, accounting, consulting, brokerage or other similar professional
fees or expenses, and any fees or expenses associated with travel or other costs
relating to any appraisals or examinations conducted in connection with the
Liabilities or any collateral therefor, and the amount of all such expenses
shall, until paid, bear interest at the rate applicable to principal hereunder
(including any default rate) and be an obligation secured by any collateral.

                                     - 6 -
<PAGE>

                  (b)      No modification or waiver of any provision of this
Note shall be effective unless such modification or waiver shall be in writing
and signed by a duly authorized officer of the Bank, and the same shall then be
effective only for the period and on the conditions and for the specific
instances specified in such writing. No failure or delay by the Bank in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any rights, power or privilege.

                  (c)      The Borrower hereby waives presentment, demand for
payment, notice of protest, notice of dishonor, and any and all other notices or
demands except as otherwise expressly provided for herein.

                  (d)      This Note and the other Loan Documents shall be
construed in accordance with and governed by the laws of the State of New York
(excluding the laws applicable to conflicts or choice of law). The Borrower
agrees that any suit for the enforcement of this Note or any of the other Loan
Documents may be brought in the courts of the State of New York or any Federal
court sitting therein and consents to the nonexclusive jurisdiction of such
court and service of process in any such suit being made upon the Borrower by
mail at the address set forth in the first paragraph of this Note. The Borrower
hereby waives any objection that it may now or hereafter have to the venue of
any such suit or any such court or that such suit is brought in an inconvenient
forum.

                  (e)      The Bank may at any time pledge all or any portion of
its rights under this Note and the other Loan Documents 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 the
Bank from its obligations under any of such loan documents.

                  (f)      All agreements between the Borrower (and each
Guarantor and each other party obligated for payment on this Note) and the Bank
are hereby expressly limited so that in no contingency or event whatsoever,
whether by reason of acceleration of maturity of the indebtedness evidenced
hereby or otherwise, shall the amount paid or agreed to be paid to the Bank for
the use or the forbearance of the indebtedness evidenced hereby exceed the
maximum permissible under applicable law. As used herein, the term "applicable
law" shall mean the law in effect as of the date hereof provided, however, that
in the event there is a change in the law which results in a higher permissible
rate of interest, then this Note shall be governed by such new law as of its
effective date. In this regard, it is expressly agreed that it is the intent of
the Borrower and the Bank in the execution, delivery and acceptance of this Note
to contract in strict compliance with the laws of the State of New York from
time to time in effect. If, under or from any circumstances whatsoever,
fulfillment of any provision hereof or of any of the Loan Documents at the time
of performance of such provision shall be due, shall involve transcending the
limit of such validity prescribed by applicable law, then the obligation to be
fulfilled shall automatically be reduced to the limits of such validity, and if
under or from circumstances whatsoever the Bank should ever receive as interest
an amount which would exceed the highest lawful rate, such amount which would be
excessive

                                     - 7 -
<PAGE>

interest shall be applied to the reduction of the principal balance evidenced
hereby and not to the payment of interest. This provision shall control every
other provision of all agreements between the Borrower, each Guarantor, each
other party obligated on this Note and the Bank.

                  (g)      THE BORROWER AND THE BANK (BY ACCEPTANCE OF THIS
NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
TO A TRIAL BY JURY, AND THE BORROWER WAIVES THE RIGHT TO INTERPOSE ANY SET-OFF
OR COUNTERCLAIM, IN EACH CASE IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE AND/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, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS OR ACTIONS OF THE BANK RELATING TO THE ADMINISTRATION OF THE LOANS OR
ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREE THAT NEITHER PARTY WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY
WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
BANK WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE BANK TO ACCEPT
THIS NOTE AND MAKE THE LOANS.

                  (h)      Upon receipt of an affidavit of an officer of the
Bank as to the loss, theft, destruction or mutilation of this Note or any other
Loan Document which is not of public record, and, in the case of any such loss,
theft, destruction or mutilation, upon surrender and cancellation of such Note
or other security document, the Borrower will issue, in lieu thereof, a
replacement Note or other security document in the same principal amount thereof
and otherwise of like tenor.

                  (i)      The Bank shall have the unrestricted right at any
time and from time to time, and without the consent of or notice to the Borrower
or any other party obligated on this Note, to grant to one or more banks or
other financial institutions (each, a "Participant") participating interests in
any obligation of the Bank to extend credit to the Borrower and/or any or all of
the Liabilities held by the Bank. In the event of any such grant by the Bank of
a participating interest to a Participant, whether or not upon notice to the
Borrower, the Bank shall remain responsible for the performance of its
obligations hereunder and the Borrower shall continue to deal solely and
directly with the Bank in connection with the Bank's rights and obligations
hereunder. The Bank may furnish any information concerning the Borrower

                                     - 8 -
<PAGE>

in its possession from time to time to prospective assignees and Participants,
provided that the Bank shall require any such prospective assignee or
Participant to agree in writing to maintain the confidentiality of such
information.

                  (j)      This Note shall be binding upon and inure to the
benefit of the Borrower, the Bank, all future holders of this Note and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights under this Note without the prior written consent of
the Bank. The term "Bank" as used herein shall be deemed to include the Bank and
its successors, endorsees and assigns. The Bank shall have the unrestricted
right at any time or from time to time, and without the Borrower's consent, to
assign all or any portion of its rights and obligations hereunder and/or under
any of the other Loan Documents to one or more banks or other financial
institutions (each, an "Assignee"), and the Borrower agrees that it shall
execute, or cause to be executed, such documents, including without limitation,
amendments to this Note and to any other documents, instruments and agreements
executed in connection herewith as the Bank shall deem necessary to effect the
foregoing. In addition, at the request of the Bank and any such Assignee, the
Borrower shall issue one or more new promissory notes, as applicable, to any
such Assignee and, if the Bank has retained any of its rights and obligations
hereunder following such assignment, to the Bank, which new promissory notes
shall be issued in replacement of, but not in discharge of, the liability
evidenced by the promissory note held by the Bank prior to such assignment and
shall reflect the amount of Loans held by such Assignee and the Bank after
giving effect to such assignment. Upon the execution and delivery of appropriate
assignment documentation, amendments and any other documentation required by the
Bank in connection with such assignment, and the payment by Assignee of the
purchase price agreed to by the Bank, and such Assignee, such Assignee shall be
a party to this Agreement and shall have all of the rights and obligations of
the Bank hereunder and under each other assigned Loan Document (and under any
and all other guaranties, documents, instruments and agreements executed in
connection herewith) to the extent that such rights and obligations have been
assigned by the Bank pursuant to the assignment documentation between the Bank
and such Assignee, and the Bank shall be released from its obligations hereunder
and thereunder to a corresponding extent.

                  (k)      This Note and the other Loan Documents are intended
by the parties as the final, complete and exclusive statement of the
transactions evidenced thereby. All prior or contemporaneous promises,
agreements and understandings, whether oral or written, are deemed to be
superceded by this Note and such other Loan Documents, and no party is relying
on any promise, agreement or understanding not set forth in this Note or such
other Loan Documents. Neither this Note nor any of such other Loan Documents may
be amended or modified except by a written instrument describing such amendment
or modification executed by the Borrower and the Bank.

                                     - 9 -
<PAGE>

                  (l)      This Note shall replace and supersede the Promissory
Note made by the Borrower to the order of the Bank dated as of June 24, 2003
(the "Prior Note"); provided, however, that the execution and delivery of this
Note shall not in any circumstance be deemed to have terminated, extinguished or
discharged the Borrower's indebtedness under such Prior Note, all of which
indebtedness shall continue under and be governed by this Note and the
documents, instruments and agreements executed pursuant hereto or in connection
herewith. This Note is a replacement, consolidation, amendment and restatement
of the Prior Note and IS NOT A NOVATION. The Borrower shall also pay and this
Note shall also evidence any and all unpaid interest on all Loans made by the
Bank to the Borrower pursuant to Prior Note, and at the interest rate specified
therein, for which this Note has been issued as replacement therefor.

                                        MOVADO GROUP, INC.

                                        By: /s/ Frank V. Kimick
                                            ----------------------------------
                                           Name:  Frank V. Kimick
                                           Title: Vice President and Treasurer

                                     - 10 -
<PAGE>

                           LOAN AND REPAYMENT SCHEDULE
                    PROMISSORY NOTE DATED AS OF JULY 28, 2003
                               MOVADO GROUP, INC.
                             to FLEET NATIONAL BANK

<TABLE>
<CAPTION>
                                            Last Day
                                               of             Amount of            Unpaid
              Amount         Rate of        Interest          Principal           Principal      Notation
Date          of Loan        Interest        Period           Repayment            Balance       Made By
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<S>           <C>            <C>            <C>               <C>                 <C>            <C>

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</TABLE>








<PAGE>

                          AMENDMENT TO LETTER AGREEMENT

         Amendment (this "Amendment") entered into as of July 28, 2003 between
MOVADO GROUP, INC. (the "Borrower") and FLEET NATIONAL BANK (the "Bank").

         WHEREAS, the Borrower and the Bank are parties to a Letter Agreement
dated as of June 24, 2003 (the "Letter Agreement"); and

         WHEREAS, the Borrower has requested that the Bank amend, and the Bank
has agreed to amend certain provisions of the Letter Agreement.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1.       All capitalized terms used herein, unless otherwise defined
herein, have the same meanings provided therefor in the Letter Agreement.

         2.       The Letter Agreement is amended as follows:

                  (a)      The third paragraph of the Letter Agreement "Maximum
Amount of Loans and Letters of Credit" shall be amended to read in its entirety
as follows:

                           Maximum Amount of Loans and Letters of Credit: The
                           aggregate amount of Loans and Letters of Credit at
                           any time outstanding shall not exceed $11,500,000 and
                           the maximum amount of Letters of Credit at any time
                           outstanding shall not exceed $1,500,000.

         3.       The Borrower hereby represents and warrants to the Bank that:

                  (a)      Each and every of the representations and warranties
set forth in the Letter Agreement and/or the documents executed pursuant thereto
or in connection therewith is true as of the date hereof and with the same
effect as though made on the date hereof, and is hereby incorporated herein in
full by reference as if fully restated herein in its entirety.

                  (b)      No default or Event of Default and no event or
condition which, with the giving of notice or lapse of time or both, would
constitute such a default or Event of Default, now exists or would exist.

         4.       All obligations in connection with the Letter Agreement are
and shall continue to be guaranteed by the Guarantors referenced in the Letter
Agreement pursuant to Guarantees in favor of the Bank.

         5.       By their execution of this amendment in the space provided
below, each of the guarantors indicated below hereby consent to this Amendment
and reaffirm their

<PAGE>

continuing liability under their respective guarantees, in respect of the Letter
Agreement as amended hereby and all the documents, instruments and agreements
executed pursuant thereto or in connection therewith, without offset, defense or
counterclaim (any such offset, defense or counterclaim as may exist being hereby
irrevocably waived by such guarantors).

         6.       The amendments set forth herein are limited precisely as
written and shall not be deemed to (a) be a consent to or a waiver of any other
term or condition of the Letter Agreement or any of the documents referred to
therein or (b) prejudice any right or rights which the Bank may now have or may
have in the future under or in connection with the Letter Agreement or any
documents referred to therein. Whenever the Letter Agreement is referred to in
the Letter Agreement or any of the instruments, agreements or other documents or
papers executed and delivered in connection therewith, it shall be deemed to
mean the Letter Agreement as modified by this Amendment.

         7.       The Borrower shall execute and deliver concurrently herewith a
promissory note which shall be in replacement of and substitution for its
existing promissory note. Such new promissory note shall be in the form of
Exhibit A annexed hereto and be deemed the Note for all purposes of the Letter
Agreement and documents relating thereto.

         8.       This Amendment shall be effective as of the date first above
written; provided that this Amendment shall not be effective unless and until
(i) the Bank shall have received counterparts of this Amendment duly signed by
the Borrower and each of the Guarantors, (ii) the Borrower shall have paid all
the fees and expenses of the Bank's outside counsel in connection with the
preparation and negotiation of this Amendment and (iii) the Bank shall have
received evidence of such proper corporate organization, existence, authority
and appropriate corporate proceedings with respect to the Borrower and the
matters addressed by this Amendment and the documents, instruments and
agreements executed pursuant hereto or in connection herewith, and such other
certificates, instruments, and documents as the Bank shall reasonably request.

         9.       This Amendment may be executed by the parties hereto
individually or in any combination, in one or more counterparts, each of which
shall be an original and all of which shall together constitute one and the same
agreement.

                 REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.

                                        MOVADO GROUP, INC.

                                        By: /s/ Frank V. Kimick
                                           -------------------------------------
                                        Name:  Frank V. Kimick
                                        Title: President and Treasurer

                                        FLEET NATIONAL BANK

                                        By: /s/ John C. Auth
                                            ------------------------------------
                                        Name:  John C. Auth
                                        Title: Vice President

         Each of the guarantors indicated below hereby consent to this Amendment
and reaffirm their continuing liability under their respective guarantees in
respect of the Letter Agreement as amended hereby and all the documents,
instruments and agreements executed pursuant thereto or in connection therewith,
without offset, defense or counterclaim (any such offset, defense or
counterclaim as may exist being hereby irrevocably waived by such guarantors).

                                    MOVADO RETAIL GROUP, INC.,
                                    a New Jersey Corporation

                                    By: /s/ Eugene J. Kavporich
                                       ---------------------------------------
                                    Name:  Eugene J. Kavporich
                                    Title: Senior Vice President and
                                           Chief Financial Officer

                                    MOVADO LLC,
                                    a Delaware Limited Liability Company

                                    By: /s/ Timothy F. Michno
                                        ---------------------------------------
                                    Name:  Timothy F. Michno
                                    Title: General Counsel


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