Exhibit 10.5

                                FOURTH AMENDMENT

     FOURTH  AMENDMENT,  dated as of March 20, 1998 (this  "Amendment"),  to the
Credit  end  Guarantee  Agreement,  dated  as  of  May  23,  1996  (as  amended,
supplemented or otherwise  modified from time to time, the "Credit  Agreement"),
among:

(a)       REMINGTON  PRODUCTS  COMPANY,  L.L.C.,  a Delaware  limited  liability
          company (the "Company");

(b)       REMINGTON  CONSUMER  PRODUCTS  LIMITED,  a  corporation  organized and
          existing under the laws of the United Kingdom (the "UK Borrower");

(c)       each Acquisition  Subsidiary from time to time party thereto (together
          with the Company and the UK Borrower, the "Borrowers");
   
(d)       the Lenders from time to time parties to the  Agreement  including the
          Issuing Bank;

(e)       FLEET   NATIONAL   BANK  and  BANQUE   NATIONALE  DE  PARIS,   as  Co-
          Documentation   Agents  (in  such  capacity,   the  "Co  Documentation
          Agents"); and

(f)       THE CHASE MANHATTAN BANK (formally known as CHEMICAL BANK), a New York
          banking corporation,  as administrative  agent (in such capacity,  the
          "agent") for the Lenders hereunder.

                               W I T N E S S E T H

               WHEREAS, the Borrowers,  the Lenders and the Agent are parties to
the Credit Agreement;
  
               WHEREAS,  the  Borrowers  have  requested  that the Agent and the
Lenders  agree to amend certain  provisions of the Credit  Agreement in and with
the terms hereof;

               WHEREAS,  the Agent, the Lenders and The Chase Manhattan Bank (as
Issuing  Lender) are willing to amend such  provisions of the Credit  Agreement,
but only upon the terms and subject to the conditions set forth herein;

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

               1. Defined Terms.  Unless otherwise  defined herein,  capitalized
terms  which are used herein  shall have the  meanings  assigned  thereto in the
Credit Agreement.

               2.  Amendment of  Subsection  1.1.  Subsection  l.1 of the Credit
Agreement  hereby is amended by (a) deleting  tberefrom in their  entireties the
definitions  of the terms  "Domestic  Borrowing  Base" and "UK  Borrowing  Base"
contained  thereto  (b)  inserting  therein  in  proper  alphabetical  order the
following new definitions:

         "Domestic Borrowing Base": as of any date of determination an amount 


<PAGE>

          equal to the sum,  without  duplication  of (a) 85%.  of the  total of
          Eligible Domestic Accounts of the Company and in Domestic Subsidiaries
          as of such date less the Domestic Dilution Reserve then in effect, (b)
          60% of the Eligible Domestic Inventory of the Company and its Domestic
          Subsidiaries  as of such date and (c) during any  Overadvance  Period,
          $10,000,000 minus any Seasonal Overadvance Utilization then in effect.
          For purposes of determining  the Domestic  Borrowing Base from time to
          time, Eligible Domestic Accounts and Eligible Domestic Accounts of the
          Company and its Domestic Subsidiaries shall be determined from time to
          time  by the  Agent  by  reference  to  the  Domestic  Borrowing  Base
          Certificate  then most  recently  delivered to it;  provided  that the
          information  contained in such  Domestic  Borrowing  Base  Certificate
          shall not be conclusive in calculating the amount of Eligible Domestic
          Accounts and Eligible Domestic  Inventory and, after consultation with
          the  Company,  the Agent  shall be  entitled to adjust the amounts and
          other information  contained therein to the extent that it believes in
          its reasonable  credit judgment that such adjustment is appropriate to
          reflect (x) the then current amount of Eligible  Domestic Accounts and
          Eligible Domestic Accounts or (y) changes in the business practices of
          the Company and its Domestic  Subsidiaries (or newly disclosed matters
          with respect to them).

                  "Lock Box Agreement" shall mean a Lock Box Agreement among the
         Company  or a  Subsidiary,  the Agent  and a Lock Box Bank (as  defined
         therein;  .provided  that each Lock Box Bank  shall be a Bank  party to
         this  agreement),  substantially  in the form of Exhibit G hereto (with
         such changes therein as shall (x) in the case of any lock Box Agreement
         with the UK  Borrower or any of its  Subsidiaries,  be  appropriate  in
         accordance with customary practice in the United Kingdom and (y) in any
         case, be negotiated by the Agent and the respective  Lock Box Bank), as
         the same may be amended,  supplemented or otherwise  modified from time
         to time in accordance with the terms thereof and of this Agreement.

                  "Overadvance  Period" shall mean the period from April 1, 1998
         through June 30, 1999; provided that, in the reasonable judgment of the
         Required  Lenders,  the Company is  proceeding in good faith to enhance
         its option in order to achieve an  Interest  Coverage  Ratio of 1.35 to
         1.0.

                  "UK  Borrowing  Base":  as of any  date of  determination,  an
         amount equal to the Sum, without duplication of (a) 85% of the total of
         Eligible  UK  Accounts  of the UK  Borrower as of such date less the UK
         Dilution  Reserve then in effect,  (b) 60% of the Eligible UK Inventory
         of the UK Borrower and (c) during any  Overadvance  Period,  the pounds
         Sterling  equivalent  of  $10,000,000  minus any  Seasonal  Overadvance
         Utilization  then  in  effect.  For  purposes  of  determining  the  UK
         Borrowing Base from time to time,  Eligible UK Accounts ant Eligible UK
         Inventory of the UK Borrower  shall be determined  from time to time by
         the Agent by reference to the UK Borrowing Base  Certificate  then most
         recently delivered to it; provided that the information contained in UK
         Borrowing Base  Certificate  shall not be conclusive in calculating the
         amount of Eligible UK Accounts  and Eligible UK  Inventory  and,  after
         consultation  with the  Company,  the Agent shall be entitled to adjust
         the amounts and other information  contained therein and/or the advance
         rates set forth above to the extent that it believes in its  reasonable
         credit  judgment that such adjustment is appropriate to reflect (x) the
         then current  amounts of Eligible UK Inventory and Eligible UK Accounts
         or (y) changes in the business practices


<PAGE>



         of the UK Borrower (or newly disclosed matters with respect to it).

               3. Amendment of Subsection  10.7.  Subsection  10.7 of the Credit
Agreement hereby is amended by inserting therein as a new clause (d} thereof the
following:

                  (d) The Company  agrees to pay to the Agent for the account of
         each Lender,  an  overadvance  fee for each day upon which there is any
         Seasonal  Overadvance  Utilization in effect in the amount equal to 1/4
         of 1% per  annum  on the  then  outstanding  amount  of  such  Lender's
         Domestic  Revolving  Credit  Exposure,  UK Revolving  Credit  Exposure,
         Domestic Terms Loans and UK Term Loans.  Such  overadvance fee shall be
         payable  quarterly,  in  arrears on the last day of each  March,  June,
         September and December to occur after the date of the occurrence of any
         Seasonal Overadvance Utilization. Such overadvance fee shall be payable
         for the period from April 1, 1998 until June 30, 1999.

               4. Amendment of Subsection 11.21.  Subsection 11.21 of the Credit
Agreement  hereby is amended by inserting  therein as new clause (d) thereof the
following:

                  (f) Each Lock-Box Agreement is effective to create in favor of
         the Agent,  for the  ratable  benefit of the Agent and the  Lenders,  a
         perfected first Lien on, and security interest in, all right, title and
         interest  of the Company or its  Subsidiary  (as the case may be) party
         thereto in the proceeds of accounts  receivable and in all other monies
         received  in  any  lock  box  established  pursuant  to  any  Lock  Box
         Agreement.  The Company and each of its  Subsidiaries  has notified the
         account  debtors  in respect of each  Account to make all  payments  in
         respect of such Accounts through the lock boxes established pursuant to
         the  Lock   Box   Agreement.   Notwithstanding   the   foregoing,   the
         representations  and warranties  contained in this subsection  11.21(d)
         shall be made by the Company only from and after March 31, 1998.

               5.  Amendment of Section 10.  Section 10 of the Credit  Agreement
hereby is amended by  inserting  therein as new  subsection  10.15  thereof  the
following:

                           10.15 Lock Box  Accounts.  Any amounts  received from
         time to time in the  Lock  Box  Account  (as  defined  in the  Lock Box
         Agreements) or otherwise paid in accordance  with the  requirements  of
         subsection 14.21 shall be applied:

                           (a) in the case of amounts  owing to the  Company and
                  its  Domestic   Subsidiaries,   to  repay,   first,  any  then
                  outstanding  Domestic  Swing  Line  Loans,  second  , any then
                  outstanding  Domestic  Revolving Credit Loans,  third, to cash
                  collateralize any then outstanding  Domestic Letters of Credit
                  and,  fourth,  to prepay any then  outstanding  Domestic  Term
                  Loans; and

                           (b) in the case of other  amounts,  to repay,  first,
                  any then  outstanding  UK Swing Line Loans,  second,  any then
                  outstanding  UK  Revolving  Credit Loans and,  third,  to cash
                  collateralize any then outstanding UK Letters of Credit.

          The Company hereby  acknowledges and agrees that all fees and expenses
          incurred by the Agent, any Lender or the Company with regard to a Lock
          Box Agreement,  the lock boxes  established  pursuant  thereto and any
          concentration  accounts  established in connection  therewith shall be
          the obligation of the Company.



<PAGE>


               6. Amendment of Subsection  13.4.  Subsection  13.4 of the Credit
Agreement hereby is amended by:

(a)       deleting  from clause (e) thereof  the phrase  "concurrently  with any
          delivery  of  any  such  financial  statements"  and  by  substituting
          therefor  the  phrase  "concurrently  with  any  delivery  of any such
          financial statements  contemplated by clauses (a) through (d) hereof";
          and


(b)       deleting therefrom in its entirety clause (j) thereof and substituting
          therefor the following:

                    (j) on each  "delivery  date"  for the  relevant  "reporting
               date," deliver to the Administrative Agent for each of a Domestic
               Borrowing Base  Certificate  and a UK Borrowing Base  Certificate
               (and  any  applicable  supporting   documentation   described  in
               Schedule XIV) setting forth the Domestic Borrowing Base or the UK
               Borrowing Base, as the case may be, as of the relevant  reporting
               date,  duly completed and signed by a Responsible  Officer of the
               Company (in his or her  capacity as such);  for  purposes of this
               clause (j), the term:

                         (x)  "reporting  date"  shall mean each of (I) the last
                    day of each calendar  month,  (ii) the fifteenth day of each
                    of each calendar  month during the period from  September of
                    1998 through  January 1999,  (iii) the fifteenth day of each
                    calendar month during the period from September 1999 through
                    January 2000 and (iv) any other time when the Agent notifies
                    the  Company  that it  reasonably  believes  that  the  then
                    existing  Domestic  Borrowing  Base or UK Borrowing Base (as
                    the case may be) is materially inaccurate; and

                         (y)  "delivery  date" shall mean fifteen days after the
                    corresponding  reporting  date (or,  to the extent  that the
                    relevant  Borrowing  Base  Certificate  is  being  delivered
                    pursuant to clause (x)(iii)  above,  ten days after the date
                    upon which the notice described therein is delivered);

                    ; provided  that,  for purposes of completing  any Borrowing
               Base  Certificates   delivered  pursuant  to  clause  (x)(ii)  or
               (xx)(iii) above. the relevant  Borrowing Base shall be calculated
               based upon a  reasonable,  good faith  estimate by the Company of
               its Eligible Domestic Inventory and Eligible Domestic Accounts or
               the UK Borrower  of its  Eligible UK  Inventory  and  Eligible UK
               Accounts (as the case may be) on the relevant reporting date;

(c)       inserting therein as new clauses (m) and (n) the following:

                    (m) as soon as available. and in any event not later than 30
               days after the end of each month  occurring  during  each  fiscal
               year (other than the third,  sixth, ninth and twelfth such month)
               the unaudited  consolidated balance sheets of the Company and its
               consolidated Subsidiaries as at the end of such month and the


<PAGE>



               related unaudited  consolidated  statements of income and of cash
               flows for such month and the portion of the fiscal  year  through
               the end of such month,  setting forth in each case in comparative
               form  the  figures  for  the  previous  year,  accompanied  by  a
               certificate  of a Responsible  Officer  certifying  that (I) such
               financial  statements are fairly stated in all material  respects
               (subject  to normal  year-end  audit  adjustments)  and (ii) such
               Responsible  Officer has no actual knowledge of the occurrence of
               any Event of Default or Default,  or if s/he has knowledge of any
               Event of Default  or  Default,  specifying  the nature and extent
               thereof any corrective  action taken or proposed to be taken with
               respect thereto; and

                    (n) as soon as available, and in any event not later than 30
               days after the end of each month  occurring  during  each  fiscal
               year (other than the third, sixth, ninth and twelfth such month),
               the unaudited  consolidated balance sheets of the UK Borrower and
               its consolidated Subsidiaries as at the end of such month and the
               related unaudited  consolidated shots of income and of cash flows
               for such month and the portion of the fiscal year through the end
               of such month, setting forth in each case in comparative form the
               figures for the previous year,  accompanied by a certificate of a
               Responsible Officer certifying that (I) such financial statements
               are fairly  stated in all  material  respects  (subject to normal
               year-end audit adjustments) and (ii) such Responsible Officer has
               no actual  knowledge of the occurrence of any Event of Default or
               Default  or, if s/he has  knowledge  of any Event of  Default  or
               Default,  specifying  the  nature  and  extent  thereof  and  any
               corrective  action  taken or  proposed  to be taken with  respect
               thereto.

               7. Amendment of Subsection 14.12. Subsection 14. 12 of the Credit
Agreement hereby is amended by deleting therefrom clause (b) and by substituting
therefor the following:

          (b) not more than $1,500,000 of such Capital Lease  Obligations at any
          one time  outstanding  shall, at the time of its  incurrence,  have an
          average  life to maturity  which is shorter  than the average  life to
          maturity of the Domestic Term Loans outstanding at such time and

               8. Amendment of Subsection 14.14.  Subsection 14.14 of the Credit
Agreement is amended by deleting therefrom the dates set forth under the heading
"Period" and the ratios set forth under the heading  "Ratio"  contained  therein
and by substituting therefor the following:

               Period                                          Ratio

          03/31/99 - 06/30/99                                  1.00 to 1.0
          07/01/99 - thereafter                                1.05 to 1.0

               9. Amendment of Subsection 14.15.  Subsection 14.15 of the Credit
Agreement hereby is amended by deleting  therefrom the dates set forth under the
heading "Period" and the ratios set forth under the heading  "Ratios"  contained
therein and by substituting therefor the following:


<PAGE>


                Period                                          Ratio

       Closing Date - 12/31/98                              1.00 to 1.0
              01/01/99 - 06/30/00                           1.60 to 1.0
              07/01/00 - 06/30/01                           1.70 to 1.0
              07/01/01 - 12/31/01                           1.80 to 1.0
              01/01/02 - thereafter                         2.00 to 1.0

               10. Amendment of Subsection 14.16(a).  Subsection 14.16(a) of the
Credit  Agreement  hereby is amended by  deleting  therefrom  the dates set form
under the heading  "Period"  and the ratios set forth under the heading  "Ratio"
contained therein and by substituting therefor the following:

                Period                                          Ratio

        01/01/99 - 06/30/99                                  5.5 to 1.0
        07/01/99 - 0630/00                                   5.0 to 1.0
        07/01/00 - 06/30/01                                  4.5 to 1.0
        07/01/01 - thereafter                                4.0 to 1.0

               11.  Amendment of Section 14. Section 14 of the Credit  Agreement
hereby is amended by inserting  therein as new subsections  14.16(b),  14.21 and
14.22 the following:

               14.16(b) Senior Leverage Ratio.  Permit the Senior Leverage Ratio
          for the period of four consecutive  fiscal quarters ending on the last
          day of any fiscal  quarter  ending  during any period set forth  below
          (commencing  with the period ending March 31, 1998) to be in excess of
          the ratio set for opposite such period:

                Period                                          Ratio

         01/01/98 - 03/31/98                                  2.8 to 1.0
         04/01/98 - 09/30/98                                  2.9 to 1.0
         10/01/98 - 06/30/99                                  3.2 to 1.0


               14.21 Payments in Respect of Account.  The Company shall not, nor
          shall it permit any of its  Subsidiaries  organized  under the laws of
          the United  States or the United  Kingdom to,  instruct  or  otherwise
          permit any Person  obligated  under any of the Accounts (as defined in
          the Security  Agreements) to remit any payment (whether by check, wire
          transfer or  otherwise)  to any account  other than a Lock Box Account
          (as  defined  in the  Lock Box  Agreement)  established  by the  Agent
          pursuant to a Lock Box  Agreement,  other than, in the case of amounts
          owed to the UK Borrower and its Subsidiaries,  payments which are made
          through an alternate  means which (in the reasonable  judgement of the
          Agent) (a) enables the Agent to maintain a perfected,  first  priority
          security  interest in such  payments and the proceeds  thereof and (b)
          provides for the  application  of such  proceeds in the same manner as
          payments  deposited in a Lock BOX Account.  The Company  hereby agrees
          that it shall not,  and shall not permit any of its  Subsidiaries  to,
          cause or permit any amounts  which are not  Collateral to be deposited
          in the Lock Box Account (as defined in the Lock Box Agreement).



<PAGE>


               14.22 Bank  Accounts.  The Company  shall not nor shall it permit
          any of its  Subsidiaries  to,  establish or maintain,  or permit to be
          established  or  maintained,  any bank accounts in the name of, or for
          the benefit of, the Company or any of its Domestic Subsidiaries, other
          than (x) bank  accounts  establishes  or maintained  with a Bank,  (y)
          other bank  accounts  containing  operating  funds  required  to cover
          substantially  immediate  payment  obligations   (including,   without
          limitation, payroll obligations) and (z) other operating bank accounts
          which are  debited on a daily  basis so that they do not  contain  any
          material overnight deposits.

               12. Amendment of Exhibits. The Credit Agreement hereby is amended
by  inserting  therein as new Exhibit G thereof  the form of Lock Box  Agreement
which is attached hereto as Exhibit A.

               13.  Acknowledgment.  The Company hereby  acknowledges and agrees
that,  without  limiting  the  provisions  of  subsection  13.7(b) of the Credit
Agreement:

(a)       the Agent  intends to conduct (or to cause to be  conducted)  an audit
          and/or  collateral  examination  of the Accounts and  Inventory of the
          Company and its Subsidiaries,  and of the Domestic  Borrowing Base and
          UK Borrowing Base, not less frequently than twice per annum; and


(b)       the Agent intends to conduct (or to cause to be conduced) an appraisal
          of the inventory of the Company and its Domestic  Subsidiaries [and of
          the UK Borrower and its Subsidiaries]

The  Company  hereby (x)  covenants  and agrees to  cooperate,  and to cause its
Subsidiaries to cooperate, fully with the Agent and its agents in the conduct of
such audits,  collateral  examinations  and appraisals and (y)  acknowledges and
agrees  that the  reasonable  costs and  expenses of the Agent and its agents in
connection with such audits, collateral examinations and appraisals shall be for
the account of the Company.

               14.  Conditions to  Effectiveness.  This  Amendment  shall become
effective  on the date upon which the Agent  receives (a)  counterparts  hereof,
executed and  delivered by a duly  authorized  officer of each  Borrower and the
Required  Lenders and (b) an amendment  fee, for ratable  account of the Lenders
which  execute and deliver this  Amendment on or prior to March 20, 1998, in the
amount  equal  to 1/4 of 1% of the  amount  of  the  Domestic  Revolving  Credit
Commitments  then then in effect,  the UK Revolving  Credit  Commitments then in
effect and the aggregate then outstanding  principal amount of the Domestic Term
Loans and the UK Term Loans.

               15. Representations and Warranties. The Borrowers hereby confirm,
reaffirm and restate the  representations  and warranties set forth in Section 6
of the Credit  Agreement;  provided that each reference to the Credit  Agreement
therein shall be deemed to be a reference to the Credit  Agreement giving effect
to this Amendment.  The Borrowers represent and warrant that no Default or Event
of Default has occurred and is continuing.



<PAGE>



               16. Continuing  Effect of Credit Agreement.  This Amendment shall
not  constitute  a waiver or  amendment  of any other  provision  of the  Credit
Agreement  not  expressly  referred  to herein and shall not be  construed  as a
waiver or consent to any further or future action on the part of a Borrower that
would  require  a waiver  or  consent  of the  Agent or the  Lenders.  Except as
expressly  amended hereby,  the provisions of the Credit Agreement are and shall
remain in full force and effect.

               17.  Counterparts.  This Amendment may be executed by the parties
hereto  in any  number  of  counterparts,  and  all of such  counterparts  taken
together shall be deemed to constitute one and the same instrument.

               18.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

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

                                        REMINGTON PRODUCTS COMPANY, L.L.C.
                                             /s/
                                        By:-----------------------------
                                             Title:

                                        REMINGTON CONSUMER PRODUCTS
                                        LIMITED
                                             /s/
                                        By:-----------------------------
                                             Title

                                        THE CHASE  MANHATTAN  BANK,
                                        as Administrative Agent, as
                                        a  Lender  and  as  (or  on
                                        behalf   of)  the   Issuing
                                        Bank.
                                             /s/
                                        By: ----------------------------
                                             Title:


                                        BANQUE NATIONALE DE PARIS, as a Co-
                                        Documentation Agent and as a Lender

                                             /s/
                                        By:------------------------------
                                              Title:

                                        FLEET NATIONAL BANK, as a Co-
                                        Documentation Agent and as a Lender
                                             /s/
                                        By:-----------------------------
                                              Title:



<PAGE>
                                        CORESTATES BANK, N.A.
                                             /s/
                                        By:----------------------------
                                               Title:

                                        THE FIRST NATIONAL BANK OF BOSTON
                                             /s/
                                        By:----------------------------
                                                Title:

                                        FIRST UNION BANK OF CONNECTICUT

                                        By:-----------------------------
                                                Title:

                                        HELLER FINANCIAL, INC.
                                             /s/     
                                         By:-----------------------------
                                                Title:

                                        PEOPLE'S BANK
                                             /s/
                                        By:-----------------------------
                                                Title:

                                        PNC BANK, NATIONAL ASSOCIATION
                                             /s/
                                        By:-------------------------------
                                                Title:

                                        THE PROVIDENT BANK
                                             /s/ 
                                         By:------------------------------
                                                Title:



<PAGE>



                                    EXHIBIT A
                                       to
                                FOURTH AMENDMENT

                                                              EXHIBIT G to
                                                            Credit Agreement

                                     FORM OF
                               LOCK BOX AGREEMENT

                  LOCK BOX AGREEMENT,  dated as of March _, 1998,  among [ ], as
lock box bank (in such  capacity,  the "Lock Box Bank"),  [______________}  (the
"Grantor")  and THE  CHASE  MANHATTAN  BANK,  as  administrative  agent (in such
capacity,  the "Agent) pursuant to the Credit and Guarantee Agreement,  dated as
of May 23, 1996 (as amended,  supplemented  or otherwise  modified  from time to
time, the "Credit Agreement),  among the Borrowers named therein,  the banks and
other   financial   institutions   parties   thereto   (the   "Lenders"),    the
Co-documentation Agents named therein and the Agent.

                  For good and valid consideration,  the receipt of which hereby
is acknowledged, the parties hereto hereby agree as follows:

               1. (a) The Lock Box Bank  has  rented  Post  Office  Box [ ] (the
"Post Office Box) into which the Grantor has  directed and shalt direct  debtors
in respect  of the  Accounts  (as  defined in the  Security  Agreement)  to mail
payments in respect of the  Accounts  (unless  such  debtors are to make payment
directly  into the  Lock  Box  Account  described  below  or into  the  relevant
concentration  account  described  in  paragraph  4 below  by wire  transfer  of
immediately  available  fiends).  The Lock Box Bank shall instruct the Agent and
the Grantor how mail intended for the Lock Box Account should be addressed.  The
Lock Box Bank  shall  have  exclusive  access to the Post  Office  Box ant shall
collect the mail delivered to such Post Office Box (even though addressed to the
Grantor or to the Agent) on each  business day in  accordance  with the Lock Box
Banks regular collection  schedule.  For hereof,  the term "Security  Agreement"
shall mean the Security  Agreement dated as of May 23, 1996, made by the Grantor
in favor of the Agent,  as the same may be amended,  supplemented  or  otherwise
modified from time to time.

               (b) The Lock Box Bank has  opened a bank  account  in the name of
the Grantor  entitled the "Remington  Products  Company LLC Lock Box Account for
the benefit of The Chase Manhattan  Bank, as Agent"  (Account  No._____________)
(the "Lock Box  Account")  Nothing  shall be  deposited  in the Lock Box Account
other than  amounts  constituting  proceeds  of  Collateral  (as  defined in the
Security  Agreement) in which the Agent has a security  interest pursuant to the
Security Agreement.

               (c) The  Grantor  hereby  grants  to the  Agent a first  priority
security  interest  in all  items  received  in the Post  Office  Box and in all
amounts on deposit in the Lock Box  Account.  The  Grantor and the Lock Box Bank
hereby acknowledge and agree that the Lock Box Bank holds all amounts on deposit
in the Lock Box Account, and constitutes a bailee in possession thereof, for the
benefit of the Agent.



<PAGE>



               2.(a) The Lock Box Bank shall  have  unrestricted  and  exclusive
access to the Post Office Box for the purpose of  collecting  mail for  delivery
and  deposit  into the Lock Box  Account.  The Lock Box Bank  shall  remove  the
contents of the Post Office Box periodically (and, in any event on each Business
Day) in  accordance  with the Lock Box Bank's  schedule  of calls to this postal
station.

               (b) The Lock Box  Account  shall be under the sole  dominion  and
control of the Agent,  which shall be exercised in accordance with this Lock Box
Agreement.  Neither the Grantor nor any other  Personal  claiming by, through or
under  the  Grantor  shall  have any  control  over the use of,  or any right to
withdraw any amount from, the Lock Box Account,  provided that the Lock Box Bank
shall withdraw funds from the Lock Box Account and make such funds  available to
the Agent as  provided  in this Lock Box  Agreement.  The Lock Box Bank shall be
entitled to rely on, and shall act in accordance with, all instructions given to
it by the Agent with respect to the Lock Box  Account,  which  instructions  the
Agent will give only in accordance wit this Lock Box Agreement.

               (c) Except as expressly set forth herein,  and without in any way
derogating  from the Agent's sole  dominion and control of the Lock Box Account,
the Grantor has the right to instruct  the Lock Box Bank with respect to matters
(other  than  with  respect  to the  matters  set  forth in the next  succeeding
sentence)  relating to the operation and administration of the Lock Box Account;
provided that upon the  occurrence  and during the  continuance  of any Event of
Default (as defined in the Credit  Agreement)  the Agent shall have the right to
notify the Lock Box Bank that an Event of Default  has  occurred,  in which case
the Agent shall  thereafter have the exclusive right to so instruct the Lock Box
Bank unless the Agent  notifies the Lock Box Bank to the contrary.  Such matters
with  respect to which the  Grantor  has the  exclusive  right shall not include
matters  relating  to the  collection  of nay items in (or to the credit of) the
Lock Box Account and the  withdrawal and use of proceeds  thereof.  The Lock Box
Bank may rely on all  instructions  given by the Grantor in accordance with this
paragraph 2(c) as fully as if such instructions were given by the Agent.

               3(a) The contents of the mail  colleted from the Post Office Box,
whether  consisting of cash, checks,  notes,  drafts,  bills of exchange,  money
orders,  commercial paper or other item of payment,  shall be promptly deposited
by the Lock Box Bank into the Lock Box Account in  accordance  with the terms of
this Lock Box Agreement. The Lock Box Bank shall endorse all checks which appear
to be in order for deposit into the Lock Box Account and shall process each item
under the same terms and  conditions  as would apply if the Agent or the Grantor
had made the deposit  directly.  In endorsing the checks,  the Lock Box Bank may
use the payee endorsement stamp.

               (b) The Lock Box  Bank  shall  make a  photocopy  of each  check,
draft,  note, bill of exchange,  money order,  commercial paper or other item of
payment  (collectively,  the "checks") deposited into the Lock Box Account, with
the date of  deposit  to be  shown on the  right-hand  side  and  bottom  edges.
Promptly  after  receipt  thereof,  such  photocopies,  together  with  (I)  all
attachments  received  with  payments,   such  as  detachable  stubs,  (ii)  any
correspondence  and the  individual  envelope  and  (iii)  all  other  materials
rejected for various  reasons  shall be sent by the Lock Box Bank to the Grantor
or , at any time after written  notice by the Agent (which the Agent agrees only
to give after the occurrence and during the  continuance of an Event of Default,
as defined in the Agreement), to the Agent; provided that the Lock Box


<PAGE>



Bank shall send copies  thereof to the Agent from time to time upon its request.
Checks  returned  unpaid because of uncollected or  insufficient  Funds shall be
redeposited  without  advice.  Checks returned a second time shall be charged to
the Lock Box Account and mailed under  appropriate  advice to the Grantor or, at
any time after written  notice by the Agent (which the Agent agrees only to give
after the  occurrence  and during the  continuance  of an Event of  Default,  as
defined in the Credit Agreement), to the Agent.

               (c) The Lock Box Bank shall process in accordance  with its usual
operating  procedure all checks postdated up to seven days, and shall forward to
the Grantor for, upon a notice given in accordance with the penultimate sentence
of this  paragraph,  to the  Agent)  all  checks  postdated  eight days or more.
Undated checks may be dated by the Lock Box Bank to agree with the postmark date
and included in the regular deposit. Checks incorrectly made out, where fill and
amount differ,  are to be deposited for the written amount only.  Checks bearing
no signature are to be returned with daily lock box detail.  Third-party  checks
may be deposited into the Lock Box Account if properly endorsed.  Checks bearing
the  legend  "Payment  in  Full" or words of  similar  import,  either  typed or
handwritten,  shall be withheld from the clearing system and sent to the Grantor
or, at any time after  written  notice by the Agent (which the Agent agrees only
to give after the occurrence and during the  continuance of an Event of Default,
as defined  in the  Credit  Agreement),  to the  Agent.  Should  such an item be
cleared,  the Agent and the Grantor hereby agree that no liability  shall accrue
to the Lock Box as a result of such actions.

               (d) The Lock Box Bank shall  maintain a microfilm  record of each
check included in the Lock Box Account.  This film shall be available for use by
the Agent, the Grantor or any Lender.

               (e) The Lock Box Bank shall  exercise due  diligence in examining
all checks which are received and processed under this Agreement

               4. (a) On each day as which  both the  branch  office of the Lock
Box Bank at which the Lock Box  Account is being  maintained  the offices of the
Agent  located in New York City are open,  the Lock Box Bank shall  transfer (by
wire transfer of immediately  available funds) all collected funds on deposit in
the Lock Box Account to the concentration  account or accounts from time to time
notified to the Lock Box Bank by the Agent.

               (b) Upon the  request  of the  Agent at any time and from time to
time, the Lock Box Bank will notify the Agent (at  __________________ or at such
other telephone  number which the Agent may from time to time designated) of the
amounts  deposited  in the  Lock  Box  Account  on such  day and of the  amounts
transferred to the Agent in accordance with the provisions of this Section 4.

               5. The Lock Box Bank waives,  with respect to all of its existing
and future claims against the Grantor or any affiliate thereof, all existing and
future rights of set-off and banker's  liens again the Lock Box Accounts and all
items (and proceeds  thereof) that come into its  possession in connection  with
the Lock Box  Account,  provided  that the Lock Box Bank  retains  the  right to
charge any Lock Box Account (a) for all items deposited in such Lock Box Account
after the date hereof and subsequently  returned to the Lock Box Bank unpaid and
(b) for all compensation and expense with respect to the Lock Box Account.



<PAGE>



               6. (a) This Lock Box  Agreement is to become  effective as of the
date hereof, and the Lock Box Bank shall be in a position to process remittances
on test date.

               (b) This Lock Box  Agreement  may be terminated by any party upon
30 days'  written  notice to the other  parties  hereto.  In the event that such
notice is given by any party,  the Grantor shall,  with the consent of the Agent
(which consent shall not be unreasonably  withheld)  designate an alternate lock
box bank;  provided,  however,  that if the  Grantor and the Agent are unable to
agree upon an alternate lock box bank prior to the  termination  date, the Agent
may designate any of the Lenders  willing to serve as an alternate lock box bank
as such alternative lock box bank and such designation shall be to be acceptable
to the Grantor. Upon termination of this Agreement,  the Lock Box Bank shall, at
the direction of the Agent, deliver all checks and other funds received by it to
( I) a lock box  account  governed  by a Lock Box  Agreement  (as defined in the
Credit  Agreement)  maintained  by the  institution  selected  or  deemed  to be
selected by the Grantor and the Agent or (ii) one or more concentration accounts
maintained by the Agent. Until such checks and funds are so delivered,  the Lock
Box Bank shall hold such  checks and funds for the  benefit of the Agent,  which
shall have exclusive dominion and control over them.

               7. The Grantor  shall pay or reimburse  the Lock Box Bank for its
reasonable  and  customary  fees and its costs and  expenses as Lock Box Bank as
shall be mutually  agreed upon by the Grantor and the Lock Box Bank from time to
time.

               8. (a) The Grantor agrees to pay, indemnify and hold the Lock Box
Bank harmless from any and any all liabilities,  obligations,  losses,  damages.
penalties.  actions,  judgments,  suits, costs, expenses or disbursements of any
kind or nature whatsoever (including, without limitation, reasonable legal fees,
but not including income taxes) with respect to the performance of this Lock Box
Agreement  in  accordance  with its  terms by the  Lock  Box  Bank's  directors,
officers,  agents  or  employees,  unless  arising  from its or their  own gross
negligence or willful misconduct.

               (b) The Lock Box Bank  undertakes  to perform only such duties as
are expressly set forth herein. Notwithstanding any other provision of this Lock
Box  Agreement,  it is agreed by the parties hereto that the Lock Box Bank shall
not be liable  for any  action  taken by it or any of its  directors,  officers,
agents or employees in accordance  with this Lock Box Agreement,  except for its
or their own gross negligence or willful misconduct.  In no event shall the Lock
Box Bank: be liable for losses or delays resulting from forces majeure, computer
malfunctions,  interruption of communications facilities,  labor difficulties or
other  causes  beyond the Lock Box Bank's  reasonable  control or for  indirect,
special consequential damages.

               9. All notices,  requests  and demands to or upon the  respective
parties  hereto  to be  effective  shall  be in  writing  (including  telegraph,
telecopy  or telex)  and  shall be  deemed to have been duly  given or made when
delivered by hand, or five days after being deposited in the United States mail,
postage prepaid,  or, in the case of telegraphic  notice,  when delivered to the
telegraph company,  or, in the case of telex notice, when sent, addressed as set
forth below under the  signature of such party,  or to such other address as may
be hereafter notified by the respective parties thereto.



<PAGE>

               10. THIS LOCK BOX  AGREEMENT  SHALL BE GOVERNED BY AND  CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


               IN WITNESS WHEREOF,  the partied hereto have caused this Lock Box
Agreement  to be duly  executed  and  deliverer  by  their  respective  officers
thereunto duly authorized as of the date first above written.

                                  [                         ], as Lock Bank

                                  By: ------------------------------
                                              Title

                  Address:         ---------------------------------
                                   ---------------------------------
                                   Attention:------------------------
                                   Telecopy: ------------------------


                                   THE CHASE MANHATTAN BANK, as Agent

                                   By: -------------------------------
                                               Title

                  Address:         -----------------------------------
   
                                   -------------------------------------
                                  Attention: ---------------------------
                                  Telecopy: ----------------------------

                                  [NAME OF GRANTOR]

                                  By:----------------------------------
                                        Title

                  Address:         ------------------------------------
 
                                   ------------------------------------
                                   Attention:--------------------------
                                   Telecopy:---------------------------



<PAGE>