Exhibit 10.3(b)


                AMENDED AND RESTATED FINANCIAL ADVISORY AGREEMENT


         THIS AMENDED AND RESTATED FINANCIAL  ADVISORY AGREEMENT  ("Agreement"),
dated as of the 12th day of  February,  1999,  is by and between TJC  MANAGEMENT
CORPORATION,  a Delaware  corporation  (the  "Consultant"),  and American Safety
Razor Company, a Delaware  corporation (the "Company"),  and amends and restates
the Financial Advisory Agreement,  dated as of July 12, 1995, between Consultant
and the Company (the "Prior Agreement",  and as amended and restated hereby, the
"Agreement").

                               W I T N E S E T H:

         WHEREAS,  the  Consultant  has and/or has access to  personnel  who are
highly  skilled in the field of rendering  advice to  businesses  and  financial
advice to the Company;

         WHEREAS,  the Board of  Directors  of the  Company  has been made fully
aware  of the  relationships  of  certain  members  of the  Company's  Board  of
Directors to the Consultant;

         WHEREAS, the Company has determined to enter into an Agreement and Plan
of Merger,  dated as of February 12, 1999, (the "Merger Agreement") by and among
the Company,  RSA Holdings  Corp. of Delaware and RSA  Acquisition  Corp.  (such
agreement, together with all exhibits and schedules thereto, and all agreements,
payments and transactions  contemplated  thereby, is collectively referred to as
the "Company Sale");

         WHEREAS,  the  Company's  Board of Directors has reviewed in detail and
discussed the terms and  provisions  of this  Agreement and the fairness of this
Agreement  and  whether  more  favorable  agreements  for the  Company  could be
obtained from unaffiliated third parties; and

         WHEREAS,  the  Company's  Board of Directors has reviewed in detail and
discussed the Company Sale Fee referenced in this  Agreement,  and in connection
therewith,  considered  the surveys and advice of PaineWebber  Incorporated  and
other market  precedents,  and  considered  the fairness of this  Agreement  and
whether  more  favorable  agreements  for the  Company  could be  obtained  from
unaffiliated third parties.

         WHEREAS,  on the basis of its  review of this  Agreement,  the Board of
Directors of the Company  deemed it advisable  and in the best  interests of the
Company and necessary to the conduct,  promotion, and attainment of the business
objectives of the Company that the Company retain Consultant to provide business
and financial advice to the Company.


<PAGE>

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants and agreements herein set forth, the parties hereto do hereby agree as
follows:

         1. The Company hereby retains the Consultant,  through the Consultant's
own  personnel  or through  personnel  available  to the  Consultant,  to render
consulting  services  from  time  to time to the  Company  and its  subsidiaries
(whether now existing or hereafter acquired), in connection with their financial
and business affairs,  their relationships with their lenders,  stockholders and
other  third-party  associates  or  affiliates,   and  the  expansion  of  their
businesses.  The term of this  Agreement  shall  commence  the date  hereof  and
continue until July 31, 2005, unless extended, or sooner terminated, as provided
in paragraph 5 below. The Consultant's  personnel shall be reasonably  available
to the Company's  managers,  auditors and other personnel for  consultation  and
advice, subject to Consultant's reasonable convenience and scheduling.  Services
may be rendered at the Consultant's  offices or at such other locations selected
by the  Consultant  as the  Company and the  Consultant  shall from time to time
agree.

         2. (a) The  Company  shall  pay to the  Consultant,  (i) an  investment
banking  and  sponsorship  fee  of up to  two  percent  (2%)  of  the  aggregate
consideration  paid (including  non-competition,  earnout,  contingent  purchase
price,  incentive  arrangements and similar  payments) (A) by the Company and/or
its  subsidiaries  in connection  with the acquisition by the Company and/or its
subsidiaries  of all or  substantially  all of the  outstanding  capital  stock,
warrants,  options or other rights to acquire or sell capital  stock,  or all or
substantially all of the business or assets of another individual,  corporation,
partnership  or other business  entity or (B) to the Company in connection  with
the sale by the Company of all or substantially  all of the Company's and/or its
subsidiaries'  outstanding capital stock, warrants,  options, or other rights to
acquire or sell stock, or all or substantially  all of the business or assets of
the Company  and/or its  subsidiaries  (each of the  transactions  described  in
clauses  (A) and (B),  a  "Transaction"),  including,  but not  limited  to, any
Transaction negotiated for the Company involving any affiliate of the Company or
the Consultant,  including,  but not limited to, any Transaction involving,  The
Jordan Company,  The Jordan Company LLC, MCIT PLC (now, JZ Equity Partners PLC),
Jordan/Zalaznick   Capital  Company,   Leucadia  National   Corporation  or  any
affiliates  of any of the  foregoing  (collectively,  with the  Consultant,  the
"Jordan  Affiliates");  and (ii) a financial consulting fee of up to one percent
(1%) of the amount  obtained or made available  pursuant to any debt,  equity or
other financing  (including without limitation,  any refinancing) by the Company
and/or its subsidiaries  with the assistance of Consultant,  including,  but not
limited to, any financing  obtained for the Company and/or its subsidiaries from
one or more of the Jordan Affiliates.  However,  the amount of such fees payable
in each such  Transaction  will be no less  favorable  to the Company than those
that could be obtained from comparable,  unaffiliated third parties, and will be
subject to  separate  discussion  and  approval,  in  connection  with each such
Transaction,  by each of a majority of the Board of Directors  and a majority of
the directors who are disinterested  directors in relation to Consultant and its
affiliates.  Notwithstanding and in addition to the foregoing, if the Consultant
renders  services to the Company  outside the ordinary  course of business,  the
Company shall pay an additional amount equal to the value of such  extraordinary
services

                                      -2-



<PAGE>

         
rendered by the Consultant as may be separately agreed to between the Consultant
and the Company.

         (b) In  recognition  of  Consultant's  services in connection  with the
Company Sale, including preparing marketing  materials,  negotiating and working
with  investment  bankers,  negotiating  certain  terms of the Company  Sale and
advising  the  Company  in  connection  therewith,   the  Company  will  pay  to
Consultant,  upon the closing of the Offer (as defined in the Merger Agreement),
a fee of $2.5  million and no further fees in  connection  with the Company Sale
pursuant to this Agreement  (the "Company Sale Fee").  The Company Sale Fee will
be paid  unconditionally  at that  time,  and will not be  subject  to  set-off,
counterclaim or any other reduction. Subject to the closing of the Company Sale,
no  further  fees or  expenses  will be payable to the  Consultant  pursuant  to
Section 2 or Section 3.

         3. The Company shall reimburse  Consultant for  out-of-pocket  expenses
(including, without limitation, an allocable amount of the Consultant's overhead
expenses,  as determined by the Consultant in its sole  discretion)  incurred by
the Consultant and its personnel in performing services hereunder to the Company
and its subsidiaries  upon the Consultant's  rendering of a statement  therefor,
together with supporting data as the Company shall reasonably require.

         4. Notwithstanding the foregoing,  the Company shall not be required to
pay the fees under Section 2(a), (i) if and to the extent  expressly  prohibited
by the  provisions  of any  credit,  stock,  financing  or other  agreements  or
instruments binding upon the Company, its subsidiaries or properties, including,
but not  limited  to, the Credit  Agreement,  (ii) if the  Company  has not paid
interest on any interest payment date or has postponed or not made any principal
payments  with respect to any of their  indebtedness  on any  scheduled  payment
dates,  or (iii) if the Company has not paid  dividends on any dividend  payment
date as set forth in its  certificate  of  incorporation  or as  declared by its
Board  of  Directors,  or has  postponed  or not  made  any  redemptions  on any
redemption  date  as  set  forth  in its  certificate  of  incorporation  or any
certificate  of  designation  with respect to its preferred  stock,  if any. Any
payments  otherwise  owed  hereunder,   which  are  not  made  for  any  of  the
above-mentioned  reasons,  shall not be canceled  but rather shall  accrue,  and
shall be payable by the  Company  promptly  when,  and to the  extent,  that the
Company is no longer  prohibited  from making such payments and when the Company
has become  current with respect to such  principal  or interest  payments,  has
become current with respect to such dividends and has made such redemptions with
respect to such preferred stock, if any. Any payment required hereunder which is
not paid when due  shall  bear  interest  at the rate of ten  percent  (10%) per
annum.  This Section 4 will not, in any event,  restrict or limit the  Company's
obligations  under  Sections  2(b),  3, 8 and 9, which will be absolute  and not
subject to set-off, counterclaim or any other reduction.

         5. (a) This  Agreement  shall be  automatically  renewed for successive
one-year terms  starting July 31, 2005 unless either party hereto,  within sixty
(60) days prior to the scheduled  renewal  date,  notifies the other party as to
its election to terminate this Agreement.

                                      -3-

<PAGE>
              

         (b) Upon the closing of the Company Sale and the payment in full of the
Company Sale Fee and any other amounts owed to Consultant hereunder, Sections 1,
2, 3, 4 and 5 hereof  will  automatically  terminate;  provided,  that the other
Sections will survive any termination or expiration hereof.

         6. (a) The Consultant shall have no liability to the Company on account
of (i) any advice  which it  renders to the  Company,  provided  the  Consultant
believed in good faith that such advice was useful or  beneficial to the Company
at the  time it was  rendered,  or (ii) the  Consultant's  inability  to  obtain
financing  or  achieve  other  results  desired by the  Company or  Consultant's
failure to render services to the Company at any particular time or from time to
time, or (iii) the failure of any  transaction to meet the financial,  operating
or other expectations of the Company.

         (b) By virtue of this Agreement, the Consultant shall not be considered
to be a fiduciary or agent of the Company or its stockholders.  The Consultant's
services and advice under this Agreement  shall be solely to the Company's Board
of Directors,  chief  executive  officer and chief  financial  officer,  and not
directed to, or for the benefit of, any other  persons,  including the Company's
stockholders and creditors.

         (c) Except to the  extent  that the  Jordan  Affiliates  are shown in a
final unappealable determination by the courts of competent jurisdiction to have
engaged in criminal,  fraudulent or intentionally  improper conduct, the Company
hereby irrevocably and unconditionally releases,  acquits and forever discharges
on behalf of itself and any person  acting by,  through,  or under or in concert
with the Company thereof, or any of them, each of the Jordan Affiliates from any
and  all  charges,  complaints,  claims,  suits,  judgments,  demands,  actions,
obligations or liabilities,  damages,  causes of action,  rights,  costs, loans,
debts and expenses  (including  attorneys' fees and costs actually  incurred) of
any nature  whatsoever known or unknown,  emanating from,  arising out of, or in
any way whatsoever  arising in connection  with the Company Sale,  including the
Company Sale Fee, and the Company  agrees that neither it, nor any person acting
by, through, or under, the Company shall institute,  pursue, encourage or assist
any action or actions,  cause or causes of action (in law or in equity),  suits,
or claims in state or federal court against or adverse to the Jordan  Affiliates
arising from or  attributable  to the Jordan  Affiliates in connection  with the
foregoing.

         7.  Notwithstanding   anything  contained  in  this  Agreement  to  the
contrary,  the Company agrees and acknowledges  that the Consultant,  the Jordan
Affiliates and their shareholders, employees, directors and affiliates intend to
engage and participate in acquisitions and business  transactions outside of the
scope of the relationship  created by this Agreement and neither the Consultant,
any of the Jordan Affiliates nor any of their shareholders, employees, directors
or  affiliates   shall  be  under  any   obligation   whatsoever  to  make  such
acquisitions,  business  transactions or other opportunities through the Company
or offer such acquisitions,  business transactions or other opportunities to the
Company.

                                      -4-

<PAGE>

         8. (a) The Company will, and will cause each of its direct and indirect
subsidiaries  to, indemnify and hold harmless to the fullest extent permitted by
applicable law, the Consultant and each of the other Jordan Affiliates, and each
of  the  respective  stockholders,   members,  partners,  officers,   directors,
employees, representatives and agents of each of the foregoing, from and against
any charges, complaints, claims, suits, judgments, demands, actions, obligations
or liabilities,  damages,  causes of action,  rights,  costs,  loans,  debts and
expenses  (including  attorneys' fees and costs actually  incurred) arising as a
result  or  in  connection  with  this  Agreement,   the  Consultant's  services
hereunder, the Company Sale or the Company Sale Fee.

         (b) The foregoing  indemnified  parties  shall give the Company  prompt
written  notice  of any  claim  which  they  believe  will  give  rise  to  such
indemnification;  provided, however, that the failure to give such notice, shall
not affect the liability of the Company  hereunder  unless and to the extent the
failure to give such  notice  adversely  affects  the  ability of the Company to
defend  itself  or to  mitigate  the  damages  sought in such  claim.  Except as
hereinafter  provided,  the Company shall have the right to defend and to direct
the defense against any such claim in its name or in the name of any indemnified
party at the  Company's  expense and with  counsel  selected by agreement of the
indemnified parties;  provided,  however, that the Company will not, without the
indemnified parties' written consent,  settle or compromise any claim or consent
to any entry of  judgement  which  does not  include  as an  unconditional  term
thereof the giving the claimant or the  plaintiff to the  indemnified  parties a
release from all  liability in respect of such claim.  The  indemnified  parties
shall  cooperate  in the defense of any such  claim.  If the  Company,  within a
reasonable  time  after  notice  of a claim,  fails to  defend  the  indemnified
parties,  or if the Company is presented with different or conflicting  defenses
than the indemnified parties,  then the indemnified parties shall be entitled to
undertake the defense,  compromise or settlement of such claim at the expense of
(subject to the  limitations  set forth  herein) and for the account and risk of
the Company,  provided,  however,  that the Company  shall not be liable for the
reasonable fees and expenses of more than one separate firm of attorneys.

         9. Any payments paid by the Company under this  Agreement  shall not be
subject to set-off and shall be  increased  by the amount,  if any, of any taxes
(other than income  taxes) or other  governmental  charges  levied in respect of
such payments, so that the Consultant is made whole for such taxes or charges.

         10.  (a) This  Agreement  sets forth the  entire  understanding  of the
parties with respect to the  Consultant's  rendering of services to the Company.
This  Agreement  may not be  modified,  waived,  terminated  or  amended  except
expressly by an instrument in writing signed by the Consultant and the Company.

         (b) This  Agreement may be assigned by either party hereto  without the
consent of the other party, provided, however, such assignment shall not relieve
such party from its  obligations  hereunder.  Any  assignment of this  Agreement
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective successors and assigns.

                                      -5-

<PAGE>

         (c) In the event that any provision of this Agreement  shall be held to
be void or unenforceable  in whole or in part, the remaining  provisions of this
Agreement and the remaining  portion of any provision held void or unenforceable
in part shall continue in full force and effect.

         (d) Except as  otherwise  specifically  provided  herein,  notice given
hereunder  shall  be  deemed  sufficient  if  delivered  personally  or  sent by
registered  or certified  mail to the address of the party for whom  intended at
the principal  executive offices of such party, or at such other address as such
party may hereinafter specify by written notice to the other party.

         (e) Each  subsidiary  of the  Company  shall be jointly  and  severally
liable and obligated  hereunder with respect to each obligation,  responsibility
and liability of the Company, as if a direct obligation of such subsidiary.

         (f) No waiver by either  party of any breach of any  provision  of this
Agreement  shall be deemed a continuing  waiver or a waiver of any  preceding or
succeeding breach of such provision or of any other provision herein contained.

         (g) The  Consultant  and its  personnel  shall,  for  purposes  of this
Agreement, be independent contractors with respect to the Company.

         (h) This Agreement  shall be governed by the internal laws (and not the
law of conflicts) of the State of New York.

         (i)  The  Jordan  Affiliates  and any  other  persons  entitled  to the
benefits of Sections 6, 7, 8, 9 and 10, are intended  third party  beneficiaries
under this Agreement.

         (j) The Company will reimburse the Jordan Affiliates and any such third
party  beneficiaries for any fees, costs and expenses,  including legal fees and
expenses and  litigation  costs,  incurred in connection  with  enforcing  their
rights and interests under this Agreement.

         (k) Each of the  parties  hereto  recognizes  and  acknowledges  that a
breach by it of any covenants or  agreements  contained in this  Agreement  will
cause the other party to sustain damages for which it would not have an adequate
remedy at law for money  damages,  and  therefore,  each of the  parties  hereto
agrees  that in the  event of any  such  breach  the  aggrieved  party  shall be
entitled to the remedy of specific  performance of such covenants and agreements
and  injunctive  and other  equitable  relief in addition to any other remedy to
which it may be entitled, at law or in equity.


                                      -6-

<PAGE>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.


                                                 TJC MANAGEMENT CORPORATION


                                                 By: /s/ David W. Zalaznick 
                                                     ---------------------- 
                                                      Name: David W. Zalaznick
                                                      Title:   President


                                                 AMERICAN SAFETY RAZOR COMPANY


                                                 By: /s/ Jonathan F. Boucher
                                                    ------------------------
                                                      Name: Jonathan F.Boucher
                                                      Title:   Vice President





                                      -7-